iris business services ltd share price Directors report

TO

THE MEMBERS OF

IRIS BUSINESS SERVICES LIMITED

Your Board of Directoffice ("Board") is pleased to present the Twenty-third Annual Report of your Company, for the financial year ended March 31, 2023.

1. SUMMARY OF OPERATIONS / RESULTS

(Amount in thousands - H)

	Standalone		Consolidated
Particulars	FY 2023	FY 2022	FY 2023	FY 2022
Turnover	6,75,433	5,61,519	7,35,712	6,12,723
Other Income	12,110	7,550	13,322	7,445
Total Expenditure	6,41,948	5,56,212	6,97,016	6,03,906
Operating Profit (Loss)	45,595	12,857	52,018	16,262
Exceptional Items	-	-	-	-
Net Profit (Loss) before tax	45,595	12,857	52,018	16,262
Tax Expense
Current Tax	8,822	1,100	9,004	1,150
Deferred Tax	-	-	166	61
Tax expense/(income) for earlier years	-	5,000	(3)	5,000
Profit (Loss) for the year	36,773	6,757	42,851	10,051

2. PERFORMANCE OF THE COMPANY

On the back of a rebound in the growth in the Collect segment, the companys revenue for the reporting year grew 21% over the previous year. The Create segment, which caters to enterpirses, continued to perform creditably in the reporting year as well. Notably, towards the end of the financial year, the company was able to bag a couple of important contracts in the Collect segment.

Highlights of financial results (Amount in Thousands - H)

Particular	FY 2023	Standalone FY 2022	% Increase/ (Decrease)	FY 2023	Consolidated FY 2022	% Increase/ (Decrease)
Revenues	6,87,543	5,69,069	20.82	7,49,034	6,20,168	20.78
Revenues from operation	6,75,433	5,61,519	20.29	7,35,712	6,12,723	20.07
Revenues from export	3,98,055	2,87,942	38.24	4,58,110	3,37,800	35.62
Revenues from "Collect" segment	2,48,099	2,10,910	17.63	2,68,833	2,31,092	16.33
Revenues from "Create" segment	3,92,492	3,19,817	22.72	4,32,037	3,50,840	23.14
Revenues from "Consume" segment	34,842	30,792	13.15	34,842	30,791	13.15
Other income	12,110	7,550	60.40	13,322	7,445	78.94
Employee Costs	3,89,857	3,29,834	18.20	4,07,966	3,47,691	17.34
Finance Costs	9,785	10,480	(6.63)	10,196	10,676	(4.50)
Travel related expenses	21,303	9,956	113.97	25,172	11,987	109.99
Other Expenses	1,95,514	1,63,786	19.37	2,31,774	1,93,224	19.95
Depreciation and Amortization	46,792	52,112	(10.21)	47,080	52,315	(10.01)
Exceptional Items	-	-	-	-	-	-

3. STATE OF COMPANY AFFAIRS

Your company continues to be 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. Your company also occupies a distinct position in the market with IP driven product offerings across the information supply chain encompassing enterprises and regulatoffice. The Covid pandemic had resulted in a material slowdown in regulatory spends on technology. However, the current year saw a revival and the company has been also benefitted by this improvement in demand conditions. The enterprise segment of the business continues to witness good traction. Your companys flagship product, IRIS Carbon is also now offering a disclosure management product which will boost productivity in building collaborative reports, particularly for the CFOs office. We are also planning an entry into the ESG reporting space where the company brings obvious strengths in the XBRL space, which when combined with the disclosure management suite should offer significant value to customers. In the tax technology space, the company is steadily expanding its footprint among enterprises in the Indian market. Our softwareto facilitate bank automated compliance data reporting, IRIS iDeal has seen robust demand in the Indian marketplace. We continue to evangelize the XBRL reporting standard across the world with special focus on the Africa continent.

4. TRANSFER TO RESERVE

The Board does not propose to transfer any amount to general reserve out of the net profits of the Company for the financial year 2022-23.

5. DIVIDEND AND TRANSFER TO IEPF

With a view to conserving resources, the Board has not recommended any dividend during the year under review.

The Company was not required to transfer any unpaid / unclaimed amount of dividend to IEPF during the financial year ended March 31, 2023.

6. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business during the financial year ended March 31, 2023.

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

There have been no material changes and commitments affecting the Companys 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 REGULATOFFICE OR COURTS OR TRIBUNAL

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

9. RISK AND CONCERN

Your company primarily operates in two distinct customer segments, one that comprises regulatoffice and other being enterprises. Though both have separate characteristics, the common denominator continues to be that of intense competition. However, the companys 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. Moreover, we also see certain regulatoffice preferring large, omnibus RFPs where we can only bid for specific components with partners. Our presence in the US and European markets are also limited at this point of time in the regulatory platform solutions business. In the Create segment, deep pocketed competitoffice 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 the European market that could affect the competitive dynamics, especially in the business of regulatory data collection platforms.

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 system 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 year under review, the Company has not accepted any deposits from the public falling within the purview of provisions of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2023, 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

The Company had the following subsidiaries as on March 31, 2023:

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 year under review. 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 Companys 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/investoffice/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, 2023, none of the subsidiaries of the Company were identified as ‘material subsidiary within the meaning of Regulation 16(1)(c) of SEBI Listing Regulations.

13. SHARE CAPITAL

During the year, there was no change in the authorised share capital of the Company.

However, the paid-up share capital of the Company increased from Rs.19,21,81,620/- divided into 1,92,18,162 Equity Shares of Rs.10/- each to Rs.19,36,11,620/- divided into 1,93,61,162 Equity Shares of Rs.10/- each on account of issue and allotment of 1,43,000 Equity Shares of Rs.10/- to eligible employees upon exercise of the options granted to the said employees under IRIS Employee Stock Options Scheme, 2017. i. Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the financial year ended March 31, 2023. ii. Issue of Sweat Equity Shares: The Company did not issue any Sweat Equity Shares during the financial year ended March 31, 2023.

14. EMPLOYEE STOCK OPTIONS SCHEME

The shareholders 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 monitoffice 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 shareholders approval, the Nomination and Remuneration Committee of the Board granted Options to the eligible employee(s) under the Scheme. Further, the shareholders 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. As per the application to BSE Limited, the Stock Exchange, the Company received an in-principal approval of the Stock Exchange dated April 19, 2019 for the Scheme. The details of Scheme as required under Rule 9 of Companies (Share Capital and Debentures) Rules, 2014 and those under SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, to the extent applicable are provided in "Annexure – 2" attached hereto. The Scheme is in compliance with the SEBI SBEB Regulations. Further, there were no material change in the Scheme during the year. The details required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 are disclosed on Companys website at https://www.irisbusiness.com/investoffice/ disclosures-announcements/ During the year ended March 31, 2020, the Board of Directoffice of the Company approved ‘IRIS Business Services Limited Employee Stock Option Scheme 2019 ("IRIS ESOS 2019" / "Scheme") covering up to 14,00,000 (Fourteen Lakh) Employee Stock Options to eligible employees of the Company, as determined in terms of IRIS ESOS 2019, in one or more tranches, exercisable in aggregate into not more than 14,00,000 (Fourteen Lakh) equity shares of face value of Rs.10/- each fully paid up. IRIS ESOS 2019 is subject to the approval of shareholders of the Company at a future date in alignment with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

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 DIRECTOFFICE

The Company has received necessary declarations and disclosures from its Independent Directoffice 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 under the applicable provisions of the SEBI Listing Regulations and have disclosed their interest in the form MBP-1. All the Directoffice have certified that the disqualifications mentioned under sections 164, 167 and 169 of the Companies Act, 2013 do not apply to them. The Independent Directoffice have complied with the Code for Independent Directoffice prescribed in Schedule IV to 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 Directoffice possess the integrity, expertise and experience including the proficiency required to be Independent Directoffice 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 Directoffice as prescribed in Schedule IV of the Act. All the Independent Directoffice of the Company are also registered with the databank of Independent Directoffice as required under the provisions of the Companies Act, 2013.

The Directoffice and the senior management personnel have affirmed compliance with the Code of Conduct for Directoffice and Senior Management Personnel during the year under review.

17. DIRECTOFFICE AND KEY MANAGERIAL PERSONNEL AND COMPOSITION OF BOARD

The composition of Board of Directoffice of the Company as on March 31, 2023 is as follows:

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

Mr. Bhaswar Mukherjee and Mr. Ashok Venkatramani were reappointed by the Board of Directoffice of the Company at their meeting held on May 27, 2022 and by the shareholders of the Company on August 25, 2022 as Non-Executive Independent Director(s) of the Company for second and final term of five (05) years w.e.f October

9, 2022 upto October 8, 2027 and Mr. Vinod Agarwala was reappointed in the same Board Meeting and General Meeting as the Non-Executive Independent Director(s) of the Company for second and final term of three (03) years w.e.f November 27, 2022 upto November 26, 2025.

Mr. Puthenpurackal Kuncheria Xavier Thomas, (DIN: 00080055), was appointed by the Board of Directoffice of the Company as Whole Time Director(s) of the Company for a period of five years effective from November 11, 2022 on the recommendation of the Nomination and Remuneration Committee at its meeting held on November 11, 2022 and the shareholders of the Company approved the said appointment on February 04, 2022 through postal ballot.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directoffice in their meeting held on May 26, 2023 have approved the re-appointment of Mr. Swaminathan Subramaniam, (DIN: 01185930), Ms. Deepta Rangarajan, (DIN: 00404072) and Mr. Balachandran Krishnan, (DIN: 00080055) of the Company for a period of three (03) years w.e.f May 01, 2024 subject to the approval of shareholders of the Company at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Swaminathan Subramaniam, (DIN: 01185930), Whole Time Director, retires by rotation at the forthcoming 23^rd Annual General Meeting, and being eligible, has offered himself for re-appointment.

Apart from the above, there was no other change in the composition of the Key Managerial Personnel during the period under review.

18. BOARD AND COMMITTEE MEETING(S)

A total of 19 Board/Committee meetings were held during the year under review comprising 5 Board meetings, 5 meetings of the Audit Committee, 5 meetings of the Nomination and Remuneration Committee, 1 meetings of the Stakeholders Relationship Committee, 1 meeting of the Risk Management Committee, 2 meeting of the Rights Issue Committee, 1 Independent Directoffice meeting and due to non-applicability of CSR provisions no meeting was held for Corporate Social Responsibility Committee.

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 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 has been 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 year under review, the Board had 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 has 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 directoffice and senior managerial personnel. The Board has approved the Nomination and Remuneration Policy for Directoffice, 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/2023/02/ NRC-Policy.pdf

III. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is 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.

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 detailed report on CSR activities is attached as "Annexure 3" to this report.

The key philosophy of the Companys CSR initiative is to promote development through social and economic transformation. The CSR Policy of the Company can be accessed on the Companys website at the link provided herein below: https://www.irisbusiness.com/wp-content/ uploads/2023/02/CSR-Policy.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 Directoffice at their meeting held on January 29, 2022, has 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 Rs.32.00 Crore and accordingly constituted a Rights Issue Committee.

VII. Business Responsibility and Sustainability Committee:

The Board of Directoffice at their meeting held on February 13, 2023 constituted the Business Responsibility and Sustainability Committee on voluntarily basis. The said committee constituted 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 issued by the Institute of Company Secretaries of India on Meetings of the Board of Directoffice and General Meetings.

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 arms length basis and in accordance with the Policy on Related Party Transactions formulated and adopted by the Company. The

Company has not entered 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 are placed before the Audit Committee for prior approval, as required under applicable law. Only those members of the Audit Committee who were Independent Directoffice approved the same.

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

The Board of Directoffice on the recommendations of the Audit Committee approved the revised "Policy on Related Party Transactions" 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/2023/02/Policy-on-Related-Party-Transactions.pdf

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 DIRECTOFFICE

The Board of Directoffice has carried out an annual evaluation of its own performance, Committees and individual Directoffice, pursuant to the provisions of the Act, SEBI Listing Regulations and the guidance note on Board evaluation issued by the Securities and Exchange Board of India dated January 05, 2017.

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

The performance of the Board was evaluated by the Board after seeking inputs from all the Directoffice 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 Directoffice on the basis of the criteria such as knowledge and competency, fulfilment of functions, ability to function as a team, initiativestaken,availabilityandattendanceatthemeeting,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 Directoffice etc.

In a separate meeting of Independent Directoffice, performance of Non-Independent Directoffice, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directoffice and Non-Executive Directoffice. The same was discussed in the Board meeting that followed the meeting of the Independent Directoffice, at which the performance of the Board, its Committees and individual Directoffice was also discussed. Performance evaluation of Independent Directoffice 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 directoffice are available on the Companys website https://www.irisbusiness.com/wp-content/ uploads/2023/02/NRC-Policy.pdf

23. COMPANYS POLICY OF APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In pursuance of the Companys policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directoffice, 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 Directoffice, Key Managerial Personnel and Senior Management has been formulated by the Nomination And

Remuneration Committee and approved by the Board of Directoffice. The policy is available on the Companys website at https://www. irisbusiness.com/wp-content/uploads/2023/02/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 AUDITOFFICE

M/s. KKC & Associates LLP, Chartered Accountants, (Formerly Khimji Kunverji & Co LLP) (ICAI Firm Registration No. 105146W/W100621) were appointed as the Statutory Auditoffice of the Company by the shareholders of the Company at the Twentieth Annual General Meeting ("AGM") of the Company held on August 14, 2020 to hold office from the conclusion of Twentieth Annual General Meeting till the conclusion of the Twenty-fiRs.h AGM.

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

26. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Priti J. Sheth & Associates, Company Secretary, Mumbai, were appointed as a Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for Financial Year 2022-23. The report does not contain any qualification, reservation or adverse remark for the reporting year. The report of the Secretarial Auditor is enclosed as "Annexure – 7".

The Secretarial Audit was not applicable to any of the subsidiaries of the Company during the year under review.

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 – 7A".

27. INTERNAL AUDITOR

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 Auditoffice of the Company to undertake the Internal Audit of the Company for Financial Year 2022-23. 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.

28. COST AUDITOR

The Company was not required to appoint any Cost Auditor or maintain Cost Audit Records pursuant to the requirements of Section 148 of the Act during the year under review.

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, 2023 in Form MGT-7 is available on the website of the Company https://www.irisbusiness. com/wp-content/uploads/2023/07/Annual Return .2022-23.pdf

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013.

31. DIRECTOFFICE 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 auditoffice including audit of internal financial controls over financial reporting by the statutory auditoffice and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year ended March 31, 2023.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Direct office, 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) we 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 period; c) we 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) we have prepared the annual accounts on a going concern basis; e) we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f) we have devised proper systems 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 396 permanent employees as on March 31, 2023 while the count was 373 as on March 31, 2023.

33. CORPORATE GOVERNANCE

A separate section on Corporate Governance is enclosed as "Annexure-8" along with the certificate from the Practicing Company Secretary confirming compliance with conditions on Corporate Governance as stipulated in the SEBI Listing Regulations as on March 31, 2023.

34. COMMITTEE AND POLICY 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 the year under review, Company did not receive any complaint under the Policy for Prevention of Sexual Harassment of the Company.

35. REPORTING OF FRAUDS BY AUDITOFFICE

During the year under review, neither the statutory auditoffice 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 Companys 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, 2023, the Company has not received any complaint under the Whistle Blower Policy of the Company.

37. CODE OF CONDUCT

The Board of Directoffice has approved a Code of Conduct which is applicable to the members of the Board of Directoffice and Senior Management Personnel. It is confirmed that all Directoffice and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the financial year 2022-23. The declaration to this effect signed by Mr. Swaminathan Subramaniam, 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 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 Companys website – https://www. irisbusiness.com/investoffice/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 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")

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

40. GENERAL

The Board of Directoffice 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 2022-23:

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

2. Issue of sweat equity shares.

3. 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;

4. 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; 5. 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.

41. ACKNOWLEDGEMENTS

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