IRIS Business Services Ltd Directors Report

TO

THE MEMBERS OF

IRIS BUSINESS SERVICES LIMITED

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

1. Summary of Operations / Results

(Amount in thousands - C)

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

2. Performance of the Company

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

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

(Amount in thousands - f)

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

3. State of Company Affairs

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

4. Transfer to reserve

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

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

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

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

6. Change in the Nature of Business

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

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

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

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

The transaction structure included:

1. Acquisition of the minority stake in IRIS Logix,

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

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

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

The above transaction was completed on August 05, 2025.

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

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

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

9. Risk and Concern

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

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

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

10. Risk Management

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

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

• Securing critical resources including capital and human resources;

• Data Security;

• Ensuring cost competitiveness;

• Building product differentiation and the appropriate value proposition;

• Maintaining and enhancing customer service standards;

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

11. Deposits

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

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

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

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

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

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

3. Atanou S.r.l., Italy

4. IRIS Logix Solutions Private Limited, India and

5. IRIS Regtech Sdn. Bhd., Malaysia

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

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

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

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

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

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

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

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

14. Employee Stock Options Scheme

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

IRIS Employee Stock Options Scheme, 2017

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

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

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

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

IRIS Business Services Limited Employee Stock Option Scheme, 2023

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

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

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

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

Regulatory Compliance and Disclosures

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

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

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

15. Internal Financial Control and their Adequacy

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

16. Declarations given by Directors

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

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

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

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

17. Directors, Key Managerial Personnel and Composition of Board

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

Sr.	Name of Director	DIN	Category
1.	Mr. Balachandran Krishnan	00080055	Promoter, Whole Time Director & Chief Executive Officer ( \u201c CEO \u201d )
2.	Ms. Deepta Rangarajan	00404072	Promoter, Whole Time Director
3.	Mr. Puthenpurackal Kuncheria Xavier Thomas	09760233	Whole Time Director & Chief Technology Officer ( \u201c CTO \u201d )
4.	Mr. Vinod Balmukand Agarwala	01725158	Chairman & Independent Director
5.	Mr. Ashok Venkatramani	02839145	Independent Director
6.	Mr. Bhaswar Mukherjee	01654539	Independent Director
7.	Mr. Haseeb A. Drabu	00489888	Independent Director
8.	Mr. Vineet Kandoi	NA	Chief Financial Officer ( \u201c CFO \u201d )
9.	Mr. Santoshkumar Sharma	NA	Company Secretary & Compliance Officer

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

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

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

Cessation

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

Appointments and Re-appointments

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

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

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

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

Retirement by Rotation

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

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

Key Managerial Personnel ( KMP )

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

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

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

2025)

• Mr. Santoshkumar Sharma - Company Secretary & Compliance Officer

18. Board and Committee Meeting(s)

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

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

Committees of the Board:

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

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee;

• Risk Management Committee; and

• Business Responsibility and Sustainability Committee

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

I. Audit Committee:

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

II. Nomination and Remuneration Committee:

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

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

III. Stakeholders Relationship Committee:

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

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

IV. Corporate Social Responsibility

( CSR Committee ):

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

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

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

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

V. Risk Management Committee:

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

VI. Business Responsibility and

Sustainability Committee:

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

19. Compliance with Secretarial Standard

The Company has complied with the Secretarial Standards ( SS )

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

20. Related Party Transactions

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

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

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

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

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

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

21. Particulars of Employees

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

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

22. Annual Evaluation of Board, Committees and Individual Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

25. Statutory Auditor

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

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

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

26. Secretarial Auditor

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

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

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

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

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

27. Internal Auditor

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

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

2025-26.

28. Cost Auditor

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

29. Extract of Annual Return

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

30. Particulars of Loans, Guarantees and Investments

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

31. Directors Responsibility Statement

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

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

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

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

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

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

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

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

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

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

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

33. Corporate Governance

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

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

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

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

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

35. Reporting of Frauds by Auditors

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

36. Whistle Blower Policy/Vigil Mechanism

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

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

37. Code of Conduct

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

38. Management Discussion and Analysis Report

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

39. Policies and Disclosure Requirements

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

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

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

• Corporate Social Responsibility Policy

• Code of Conduct for Director & Senior Management Personnel

• Material Subsidiary Policy

• Policy for Determination of Materiality of Events

• Policy for Preservation of Documents

• Terms and Condition of Independent Director

• Vigil Mechanism and Whistle-Blower Policy

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

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

• IRIS Business Services Limited Employee Stock Option

Plan 2017

• IRIS Business Services Limited Employee Stock Option

Plan 2023

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

40. Compliance with the Maternity Benefit Act, 1961

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

41. General

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

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

2. Issue of sweat equity shares.

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

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

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

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

42 Acknowledgements

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

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

Balachandran Krishnan

Date: August 13, 2025 Whole Time Director & CEO

Place: Navi Mumbai (DIN: 00080055)

Deepta Rangarajan

Whole Time Director (DIN: 00404072)