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

1. Summary of Operations / Results

(Amount in thousands - C)

2. Performance of the Company

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

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

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

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

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

Highlights of financial results

3. State of Company Affairs

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

4. Transfer to reserve

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

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

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

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

6. Change in the Nature of Business

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

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

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

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

The transaction structure included:

1. Acquisition of the minority stake in IRIS Logix,

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

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

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

The above transaction was completed on August 05, 2025.

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

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

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

9. Risk and Concern

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

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

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

10. Risk Management

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

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

• Securing critical resources including capital and human
resources;

• Data Security;

• Ensuring cost competitiveness;

• Building product differentiation and the appropriate value
proposition;

• Maintaining and enhancing customer service standards;

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

11. Deposits

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

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

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

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

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

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

3. Atanou S.r.l., Italy

4. IRIS Logix Solutions Private Limited, India and

5. IRIS Regtech Sdn. Bhd., Malaysia

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

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

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

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

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

13. Share Capital

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

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

a. Preferential Allotment of Equity Shares and
Convertible Warrants

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

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

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

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

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

• Tunga India Long Term Equity Fund

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

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

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

c. Conversion of Warrants into Equity Shares

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

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

Summary of Changes in Paid-Up Share Capital

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

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

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

14. Employee Stock Options Scheme

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

IRIS Employee Stock Options Scheme, 2017

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

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

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

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

IRIS Business Services Limited Employee Stock
Option Scheme, 2023

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

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

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

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

Regulatory Compliance and Disclosures

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

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

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

15. Internal Financial Control and their
Adequacy

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

16. Declarations given by Directors

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

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

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

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

Cessation

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

Appointments and Re-appointments

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

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

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

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

Retirement by Rotation

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

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

Key Managerial Personnel (“KMP”)

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

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

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

2025)

• Mr. Santoshkumar Sharma - Company Secretary & Compliance
Officer

18. Board and Committee Meeting(s)

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

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

Committees of the Board:

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

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee;

• Risk Management Committee; and

• Business Responsibility and Sustainability Committee

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

I. Audit Committee:

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

II. Nomination and Remuneration Committee:

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

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

III. Stakeholders Relationship Committee:

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

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

IV. Corporate Social Responsibility

(“CSR Committee”):

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

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

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

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

V. Risk Management Committee:

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

VI. Business Responsibility and

Sustainability Committee:

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

19. Compliance with Secretarial Standard

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

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

20. Related Party Transactions

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

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

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

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

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

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

21. Particulars of Employees

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

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

22. Annual Evaluation of Board, Committees
and Individual Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

25. Statutory Auditor

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

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

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

26. Secretarial Auditor

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

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

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

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

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

27. Internal Auditor

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

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

2025-26.

28. Cost Auditor

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

29. Extract of Annual Return

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

30. Particulars of Loans, Guarantees and
Investments

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

31. Directors’ Responsibility Statement

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

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

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

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

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

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

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

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

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

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

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

33. Corporate Governance

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

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

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

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

35. Reporting of Frauds by Auditors

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

36. Whistle Blower Policy/Vigil Mechanism

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

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

37. Code of Conduct

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

38. Management Discussion and Analysis
Report

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

39. Policies and Disclosure Requirements

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

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

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

• Corporate Social Responsibility Policy

• Code of Conduct for Director & Senior Management Personnel

• Material Subsidiary Policy

• Policy for Determination of Materiality of Events

• Policy for Preservation of Documents

• Terms and Condition of Independent Director

• Vigil Mechanism and Whistle-Blower Policy

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

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

• IRIS Business Services Limited Employee Stock Option

Plan 2017

• IRIS Business Services Limited Employee Stock Option

Plan 2023

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

40. Compliance with the Maternity Benefit
Act, 1961

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

41. General

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

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

2. Issue of sweat equity shares.

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

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

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

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

42 Acknowledgements

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

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

Balachandran Krishnan Deepta Rangarajan

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

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