IRIS Regtech Solutions Ltd Directors Report

Members interested in obtaining copies of the financial statements of subsidiaries may write to the Company Secretary at cs@irisbusiness. com.

15. Share Capital

During the financial year 2025-26, the paid-up equity share capital of the Company increased from 720,53,81,170 comprising 2,05,38,117 equity shares of 710 each as on March 31, 2025 to 720,56,82,470 comprising 2,05,68,247 equity shares of 710 each as on March 31, 2026.

The above increase in paid-up share capital was on account of allotment of equity shares pursuant to the exercise of vested stock options by eligible employees under the Employee Stock Option Plan ("ESOP").

Allotment under Employee Stock Option Plan (ESOP)

During the year under review, the Company allotted equity shares in two tranches upon exercise of vested options by eligible employees: 20,130 equity shares of 710 each were allotted on August 13, 2025 ; and 10,000 equity shares of 710 each were allotted on November 13, 2025.

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

Summary of Changes in Paid-Up Share Capital

The Company has not issued any equity shares with differential rights during the financial year ended March 31, 2026.

Further, the Company has not issued any sweat equity shares during the financial year under review.

16. Employee Stock Options Scheme

The Nomination and Remuneration Committee ("NRC") is responsible for the administration and oversight of the Employee Stock Option Schemes ("ESOPs") of the Company, 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"), and the Companies Act, 2013.

ESOP Scheme 2017

The IRIS RegTech Solutions Limited Stock Options Scheme, 2017 ("ESOP Scheme 2017") was approved by the members at the Extra-Ordinary General Meeting held on September 13, 2017, and was subsequently extended to include eligible employees of the Companys subsidiary companies.

Under the Scheme, the Company is authorized to grant up to 7,00,000 stock options to eligible employees, including those of its group, subsidiary and associate companies. Each stock option, upon vesting and exercise, entitles the holder to one equity share of 710 each.

The Scheme is administered by the NRC and no material changes were made during the financial year ended March 31, 2026. Grants under the Scheme are made based on performance and other criteria as determined by the NRC.

ESOP Scheme 2023

IRIS RegTech Solutions Limited Employee Stock Option Scheme, 2023 was introduced to attract, retain and incentivise talent and to align employee interests with those of the Company and its shareholders.

The Scheme was approved by the Board of Directors on December 1, 2023 and by the members at the Extra-Ordinary General Meeting held on February 16, 2024. Subsequently, the necessary in-principle approvals were obtained from BSE Limited and National Stock Exchange of India Limited, and the Scheme became operational during FY 2024-25.

Under the Scheme, the Company is authorized to grant up to 9,75,000 stock options to eligible employees of the Company and its group entities. Each stock option, upon vesting and exercise, entitles the holder to one equity share of 710 each.

Grants are made in accordance with vesting schedules and performance criteria as determined by the NRC.

Regulatory Compliance and Disclosures

Both ESOP Scheme 2017 and ESOP Scheme 2023 are in compliance with the applicable provisions of the SEBI SBEB & SE Regulations and the Companies (Share Capital and Debentures) Rules, 2014.

The disclosures required 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 provided in "Annexure-2" to this Report and are also available on the Companys website.

17. Internal Financial Control and Their Adequacy

The Company has established adequate internal financial controls commensurate with the nature and size of its business, designed to ensure orderly and efficient conduct of operations, reliability of financial reporting, safeguarding of assets and compliance with applicable laws and regulations.

The internal control framework is supported by well-defined policies, processes and standard operating procedures, which are periodically reviewed and strengthened to align with the Companys evolving business requirements and risk profile.

The Company has an internal audit mechanism in place, and internal audits are conducted at regular intervals to evaluate the adequacy and effectiveness of internal financial controls and risk management processes. The internal audit reports, along with management responses, are periodically reviewed by the Audit Committee.

The Audit Committee of the Board actively monitors the implementation of audit recommendations and reviews the adequacy and effectiveness of the internal financial controls on an ongoing basis, and provides directions for further strengthening of the control environment wherever required.

Based on the reviews undertaken, the Board is of the opinion that the Company has adequate and effective internal financial controls in place.

18. Declarations Given by Directors

The Independent Directors of the Company have provided the requisite declarations confirming that they satisfy the criteria of independence prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also affirmed compliance with the Code for Independent Directors.

All Directors have disclosed their interests in other entities in accordance with applicable provisions and have confirmed that

they are not disqualified from being appointed as Directors under the Companies Act, 2013.

The Board has reviewed these declarations and, based on such evaluation, is satisfied that all Independent Directors continue to meet the standards of independence, integrity and expertise required to effectively discharge their responsibilities.

Further, all Independent Directors are registered with the required databank and have complied with the applicable provisions relating to proficiency and continuing eligibility.

The Directors and senior management of the Company have also confirmed compliance with the Code of Conduct for FY 2025-26.

19. Directors, Key Managerial Personnel and Composition of Board

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

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

" Mr. Bhaswar Mukherjee was appointed as Chairman of the Board, at the meeting of the Board of Directors held on February 14, 2026.

* Mr. Madhavan Hariharan was appointed as an Independent Director at the Board meeting held on November 13, 2025.

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

Cessation

During the year under review, there were changes in the composition of the Board following completion of tenure of certain Independent Directors.

Mr. Haseeb Drabu (DIN: 00489888) ceased to be an Independent Director of the Company with effect from the close of business hours on November 12, 2025 upon completion of his first term of five consecutive years. Consequently, he also ceased to be the Chairman of the Risk Management Committee and a member of the Audit Committee.

Further, Mr. Vinod Agarwala (DIN: 01725158), upon completion of his second term as an Independent Director on November 26, 2025, ceased to be a Director of the Company. He also stepped down as Chairman of the Board and as a member of the Audit Committee and Nomination and Remuneration Committee.

The Board places on record its sincere appreciation for the valuable guidance and contributions made by both Directors during their respective tenures.

Appointments and Re-appointments

During the year, the Company strengthened its leadership team to ensure continuity and stability in operations.

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 (DIN: 00080055) as the Chief Executive Officer ("CEO") of the Company with effect from June 21, 2025. He continued to hold the additional charge of Chief Financial Officer until a full-time CFO was appointed.

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

Further, on the recommendation of the Nomination and Remuneration Committee, Mr. Madhavan Hariharan was appointed as an Independent Director with effect from November 14, 2025 at the meeting of the Board held on November 13, 2025.

The composition of the Board is in compliance with the requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board ofDirectors at its meeting held on May 15, 2026 approved the re-appointment of Mr. Balachandran Krishnan and Ms. Deepta Rangarajan as Whole Time Directors of the Company for a period of five years with effect from May 1, 2027, subject to approval of the Members. The Board also approved revision in their remuneration with effect from September 1, 2026 for a period of three years, within the overall tenure, subject to the approval of the Members. The necessary resolutions in this regard form part of the Notice of the ensuing Annual General Meeting.

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, Mr. Balachandran Krishnan (DIN: 00080055), Whole Time Director, being liable to retire by rotation, retires at the ensuing 26^th Annual General Meeting and, being eligible, offers himself for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on May 15, 2026 has recommended his re-appointment for the approval of the Members.

Brief details of Mr. Balachandran Krishnan, as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2, are provided in the Notice convening the Annual General Meeting, forming part of this Annual Report.

Key Managerial Personnel

As on the date of this Report, the following are the Key Managerial Personnel of the Company under Section 203 of the Companies Act,

2013:

• Mr. Balachandran Krishnan - Chief Executive Officer

• Mr. Vineet Kandoi - Chief Financial Officer

• Mr. Santoshkumar Sharma - Company Secretary & Compliance Officer

20. Board and Committee Meeting(s)

A total of 26 meetings of the Board and its Committees were held during financial year 2025-26, comprising 9 Board meetings, 7 meetings of the Audit Committee, 5 meetings of the Nomination and Remuneration Committee, 2 meetings of Corporate Social Responsibility Committee Meeting and 1 meeting each of the Risk Management Committee, Stakeholders Relationship Committee and the Independent Directors, pursuant to the provisions of the Companies Act, 2013, for the financial year ended March 31, 2026. The details of these meetings, including dates and attendance of each Director/Member, are provided in the Corporate Governance Report.

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 Reporting 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 2025-26, 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 ofDirector(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

; com/wp-content/uploads/2026/04/CSR-Policy.pdf

III. Stakeholders Relationship Committee:

l The Stakeholders Relationship Committee has been duly constituted l 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 l of the Company.

V. Risk Management Committee:

I 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 Reporting Committee:

The Board of Directors at their meeting held on February 13, 2023 constituted the Business Responsibility and Sustainability Reporting 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").

, 21. Compliance with Secretarial Standard

f The Company has complied with the Secretarial Standards ("SS")

I 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 2025-26.

1 22. Related Party Transactions

^ All related party transactions entered into during the financial year were in accordance with the Companys Policy on Related Party _ Transactions and were carried out in the ordinary course of business,

except as stated below.

During the year under review, the Company entered into a material related party transaction involving the sale and transfer of its GST Application Service Provider ("GST ASP") business to IRIS Logix

Solutions Private Limited (a subsidiary at the time of the transaction) on a slump sale basis for a lump sum consideration of 7140.57 cr. The transaction was not in the ordinary course of business.

The said transaction was classified as a material related party transaction in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the consideration exceeded the prescribed threshold with reference to the Companys consolidated turnover. The transaction was approved by the Audit Committee and the Board of Directors at their meeting held on July 2, 2025, and subsequently approved by the Members by way of an Ordinary Resolution passed at the Extraordinary General Meeting held on July 26, 2025.

The transaction was undertaken in compliance with the provisions of Section 188 of the Companies Act, 2013 and the applicable rules made thereunder. The details of contracts and arrangements with related parties in the prescribed format are provided in "Annexure-4" in Form AOC-2 forming part of this Report.

In addition to the above, subsequent to the closure of Financial Year, the Company entered into certain related party transactions with its wholly owned subsidiary, IRIS Data Solutions Private Limited, in connection with strengthening and operationalising the DataTech business. These transactions included transfer and assignment of intellectual property, transfer of certain employees on a continuous service basis, and licensing of certain trademarks and domain names to the subsidiary. The Company also approved investment, including subscription to Compulsorily Convertible Debentures, to support the business operations and growth plans of the subsidiary.

All transactions including the ones mentioned above were undertaken on an arms length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and were duly approved by the Audit Committee.

All related party transactions are placed before the Audit Committee for prior approval, in accordance with applicable law. Omnibus approval of the Audit Committee is obtained for transactions of a repetitive nature, subject to the criteria laid down under the applicable regulations. A statement of all related party transactions is placed before the Audit Committee on a quarterly basis for review.

The details of related party transactions are also disclosed in the notes to the standalone financial statements forming part of this Annual Report.

In compliance with Regulation 23 of the SEBI Listing Regulations, the Company submits disclosures of related party transactions to the stock exchanges within the prescribed timelines.

23. 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.

24. Annual Evaluation of Board, Committees and Individual Directors

The Board of Directors has undertaken an annual evaluation of its own performance, that of its Committees and of individual Directors, in accordance with the provisions of the Companies Act,

2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The framework for evaluation has been structured and recommended by the Nomination and Remuneration Committee and is based on parameters such as effectiveness of the Board structure, quality of strategic inputs, functioning of Committees, level of engagement in meetings, as well as contribution of individual Directors to the decision-making process.

The evaluation process was carried out through a combination of internal assessments and feedback from the Directors. The Board also reviewed the performance of its Committees based on their effectiveness in discharging responsibilities, quality of deliberations and support provided to the Board in key areas.

Independent Directors, at their separate meeting, reviewed the performance of the Non-Independent Directors, the Board as a whole and the Chairman, taking into account the overall functioning of the Board and its governance standards. The performance of the Independent Directors was assessed by the entire Board, excluding the Director being evaluated.

Based on the outcome of the evaluation, the Board is of the view that it operates effectively as a cohesive and well-balanced body, with an appropriate mix of skills, experience and independence. The discussions at the Board and Committee meetings were considered constructive, with active participation and meaningful deliberations on strategic matters.

The Board remains committed to continuously strengthening its governance practices and improving the effectiveness of its functioning.

25. Companys Policy of Appointment of Directors and Key Managerial Personnel

The Company has in place a Nomination and Remuneration Policy which governs the appointment, qualifications, evaluation and remuneration of Directors, Key Managerial Personnel and Senior Management. The Policy is designed to ensure that the Board comprises individuals with appropriate skills, experience and diversity, and that remuneration is aligned with the Companys performance, market benchmarks and long-term business objectives.

The Policy is reviewed periodically by the Nomination and Remuneration Committee and approved by the Board.

26. 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.

27. Statutory Auditors

KKC & Associates LLP, Chartered Accountants (Formerly known as Khimji Kunverji & Co LLP) (Firm Registration No. 105146W/W100621), were re-appointed as the Statutory Auditors of the Company at the Twenty-Fifth Annual General Meeting held on September 23, 2025,

for a second term of five consecutive years, i.e., from the conclusion of the Twenty-Fifth AGM till the conclusion of the Thirtieth AGM.

The Auditors Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 forms part of this Annual Report. The said reports do not contain any qualification, reservation, adverse remark or disclaimer.

Further, during the year under review, no instances of fraud were reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

28. Secretarial Auditors

M/s. Priti J. Sheth & Associates, Practicing Company Secretaries, Mumbai (Membership No. FCS 6833 and Certificate of Practice No. 5518), were appointed as the Secretarial Auditors of the Company for a period of five years, commencing from the financial year 2025-26 up to the financial year 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark. The said report forms part of this Annual Report as "Annexure-7".

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

Further, pursuant to the requirements of SEBI Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019, the Annual Secretarial Compliance Report for the financial year ended March 31, 2026 has been submitted to the Stock Exchanges within the prescribed timelines. A copy of the said report is annexed as "Annexure-7A" to this Report.

29. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rules made thereunder, M.P. Chitale & Co., Chartered Accountants, Mumbai, were appointed as the Internal Auditors of the Company for the financial year 2025-26.

The Internal Auditors conducted audits on a periodic basis and their scope of work, inter alia, included review of internal processes for safeguarding of assets, evaluation of operational efficiency, effectiveness of systems and procedures, and assessment of internal control mechanisms across various functional areas.

During the year under review, the Company has continued to implement the suggestions and recommendations of the Internal Auditors to further strengthen its control environment and improve operational effectiveness.

Further, based on the recommendation of the Audit Committee, the Board of Directors has re-appointed M.P. Chitale & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2026-27.

30. Cost Auditor

The Company was not required to appoint a Cost Auditor or maintain cost records during the financial year 2025-26, pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the applicable rules made thereunder.

31. Extract of Annual Return

3 Pursuant to Section 92(3) read with the Companies (Management

; and Administration) Rules, 2014 of the Act, the Annual Return of the

1 32. Particulars of Loans, Guarantees and

Investments

l The details of loans, guarantees, and investments as required by ¹ 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.

33. Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews undertaken by Management and the relevant Board Committees, including the Audit Committee, ; the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year ended March 31, 2026.

, 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;

l b) the Directors have selected such accounting policies and ⁵ applied them consistently and made judgments and estimates

I 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

I with the provisions of this Act for safeguarding the assets of

; the Company and for preventing and detecting fraud and

other irregularities;

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

l 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

l 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.

34. Human Resources / Industrial Relations,

l 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 485 permanent employees as on March 31, 2026.

35. 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, 2026.

Report (BRSR)

Your Company has, during the year under review, taken a significant step towards strengthening its sustainability and governance

framework by adopting the Business Responsibility and Sustainability Reporting ("BRSR") framework on a voluntary basis.

This initiative reflects your Companys commitment to responsible business practices, enhanced transparency and alignment with evolving regulatory and stakeholder expectations. The Board, based on the recommendation of the BRSR Committee, reviewed the Companys preparedness and approved the adoption of the BRSR framework.

As part of this process, your Company undertook a comprehensive review of its existing policies to align them with the principles laid down under the National Guidelines on Responsible Business Conduct (NGRBC).

Further, the Board approved amendments to the existing AntiBribery and Anti-Corruption (ABAC) Policy and adopted new policies, including the Environmental Policy and Human Rights Policy, to strengthen the Companys overall ESG framework.

The existing policies of the Company, as aligned with the BRSR framework, were also taken on record, and necessary steps are being undertaken for their implementation, updation and disclosure, including hosting on the Companys website.

In line with the Companys voluntary adoption of the BRSR framework, the Business Responsibility and Sustainability Report for the financial year ended March 31, 2026 is annexed as "Annexure-9" and forms part of this Annual Report.

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

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy aims to provide a safe, secure and enabling work environment for all employees.

An Internal Complaints Committee ("ICC") has been constituted in accordance with the said Act to address complaints and ensure timely redressal.

The Policy covers all employees, including permanent, contractual, temporary staff and trainees.

During the financial year 2025-26, no complaints were received under the said policy:

38. Reporting of Frauds by Auditors

During financial year 2025-26, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

39. Whistle Blower Policy / Vigil Mechanism

Your Company has established a Vigil Mechanism to encourage employees to report concerns relating to unethical behaviour, suspected fraud or any violation of the Companys Code of Conduct.

The framework is designed to ensure confidentiality of reporting, provide protection against victimisation, and enable a transparent and fair process for review of concerns. The Audit Committee oversees the effectiveness of the mechanism and reviews its functioning from time to time.

Your Company is committed to fostering a culture of integrity and openness, where employees feel confident in raising concerns.

During the financial year 2025-26, no complaints were received under the Vigil Mechanism.

40. Code of conduct

Your Company has adopted a Code of Conduct applicable to the members of the Board of Directors and Senior Management Personnel, aimed at ensuring ethical, transparent and responsible business practices.

All Directors and members of the Senior Management have confirmed their adherence to the Code of Conduct for the financial year 2025-26.

A declaration to this effect, signed by Mr. Balachandran Krishnan, Whole Time Director & CEO, forms part of the Corporate Governance Report as "Annexure 8B"

41. 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, 2026 has been separately furnished in the Annual Report.

42. Policies and Disclosure Requirements

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted various policies to ensure effective governance, transparency and compliance.

These policies are available on the website of the Company at:

The key policies include:

1. Policy on Related Party Transactions

2. Nomination and Remuneration Policy

3. Corporate Social Responsibility Policy

4. Code ofConductforDirectors and SeniorManagementPersonnel

5. Policy for Determination of Material Subsidiaries

6. Policy for Determination of Materiality of Events / Information and its Disclosure

7. Policy for Preservation of Documents

8. Terms and Conditions ofAppointment ofIndependentDirectors

9. Vigil Mechanism / Whistle Blower Policy

10. Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons

11. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Determination of Legitimate Purpose

12. Policy for Procedure and Inquiry in case ofLeak of Unpublished Price Sensitive Information

13. IRIS RegTech Solutions Limited Employee Stock Option Plan, 2017

14. IRIS RegTech Solutions Limited Employee Stock Option Plan, 2023

The Companys policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management, as required under Section 178(3) of the Companies Act, 2013, forms part of the Nomination and Remuneration Policy.

43. Compliance with the Maternity Benefit Act, 1961

Your Company complies with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

Your Company is committed to providing a supportive and inclusive work environment for women employees. Eligible employees are extended maternity benefits, including paid leave and other applicable facilities, in line with statutory requirements.

The Company ensures that there is no discrimination on the grounds of maternity and that appropriate safeguards are in place to protect the rights and well-being of employees during this period.

44. 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 2025-26:

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 2025-26.

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.

45. 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.