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IRIS Business Services Ltd.

BSE: 540735 Sector: IT
NSE: IRIS ISIN Code: INE864K01010
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VOLUME 560
52-Week high 148.25
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P/E 73.21
Mkt Cap.(Rs cr) 159
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OPEN 81.60
CLOSE 81.85
VOLUME 560
52-Week high 148.25
52-Week low 66.55
P/E 73.21
Mkt Cap.(Rs cr) 159
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IRIS Business Services Ltd. (IRIS) - Director Report

Company director report

TO

THE MEMBERS OF

IRIS BUSINESS SERVICES LIMITED

Your Board of Directors ("Board") is pleased to present the Twenty-secondAnnual Report of your Company for the financial year ended March 31 2022.

1. SUMMARY OF OPERATIONS / RESULTS

(Amount in Thousands - Rs)

Particulars

Standalone

Consolidated

FY 2022 FY 2021 FY 2022 FY 2021
Turnover 561519 539376 612723 571496
Other Income 6513 2204 6531 2204
Total Expenditure 555175 499348 602992 537596
Operating Profit (Loss) 12857 42232 16262 36104
Exceptional Items - - - -
Net Profit (Loss) before tax 12857 42232 16262 36104
Tax Expense: - - - -
Current Tax 1100 - 1150 -
Deferred Tax - (5834) 61 (5834)
Tax expense/(income) for earlier years 5000 551 5000 551
Profit (Loss) for the year 6757 47515 10051 41387

2. PERFORMANCE OF THE COMPANY

Despite the Covid-19 pandemic continuing into the second year with the associatedslowdown in demand especially among regulators your Company was able to post a growth inrevenues. The Company's offerings for the enterprises segment performed creditablycompensating for slowdown in the regulatory segment. The company's flagship productIRISCARBON made an entry into the newly introduced FERC filing mandate for utilitycompanies in the US and notched up significant success which resulted in the revenues fromthe US market growing appreciably.

Highlights of financial results

(Amount in Thousands - Rs)

Particular Standalone Consolidated
FY 2022 FY 2021 % Increase/ (Decrease) FY 2022 FY 2021 % Increase/ (Decrease)
Revenues 568032 541580 4.88 619254 573700 7.94
Revenues from operation 561519 539376 4.11 612723 571496 7.21
Revenues from export 287942 295617 (2.60) 337800 327899 3.02
Revenues from "Collect" segment 210910 240851 (12.43) 231092 262901 (12.10)
Revenues from "Create" segment 319817 268808 18.98 350840 278878 25.80
Revenues from "Consume" segment 30792 29717 3.62 30791 29717 3.62
Other income 6513 2204 195.50 6531 2204 196.31
Employee Costs 329834 289364 13.99 347691 309935 12.18
Finance Costs 10480 17043 (38.51) 10676 17147 (37.74)
Travel related expenses 9956 6356 56.64 11987 7986 50.10
Other Expenses 162749 130246 24.95 192310 147786 30.13
Depreciation and Amortization 52112 62695 (16.88) 52315 62728 (16.60)
Exceptional Items - - - - - -

3. STATE OF COMPANY AFFAIRS

Your Company positions itself as a significant player in the Regtech market with asuite of IP driven software products and solutions built around structured data. Withinthe Regtech area your Company is also one of the global leaders in reporting solutionsbuilt on the XBRL information standard. As we communicated earlier as well the Covid-19pandemic has adversely affected the market for reporting platforms for regulators withmany prospective customers slowing down the procurement process.

However we now see a slow revival in the demand situation. On the other hand yourCompany has tasted good success in the

‘Create' business for enterprise reporting solutions on the back of good responsefrom European listed companies as well as from the FERC filing mandate in the US thatcommenced in the reporting year. In addition our position in the GST compliance businesshas also strengthened consequent to the expansion of the eInvoicing mandate and selectionas one of four awardees of the private IRP licence. We have also initiated a small butimportant foray into ESG reporting using the Inline XBRL format. Our presence in theglobal XBRL community continues to be strong both in terms of participation in workinggroups and in the effort to evangelize data standards in newer markets.

4. TRANSFER TO RESERVE

The Board does not propose to transfer any amount to general reserve out of the netprofits of the Company for the financial year 2021-22.

5. DIVIDEND AND TRANSFER TO IEPF

With a view to conserving resources the Board has not recommended any dividend duringthe year under review. The Company was not required to transfer any unpaid / unclaimedamount of dividend to IEPF during the financial year ended March 31 2022.

6. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business during the financial year ended March31 2022.

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

Except as disclosed elsewhere in this Report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of theFinancial Year of the Company and date of this Report.

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

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

9. RISK AND CONCERN

Your Company's business in the Regtech industry is characterized by intensecompetition. Even though we have built an enviable list of marquee clients over the yearsand across our businesses there exists a persistent need to spend both on marketing andproduct suite in order to retain customers and build market share.

While data standards and transition to digital reporting are forces that are undeniablyshaping regulatory reporting mandates across the world there is still a trend in manymarkets to go with sub-optimal custom-built solutions that impacts the market potentialfor companies such as ours. In addition the propensity in some countries to float highvalue RFPs suited only for large system integrators have at times impacted our marketposition. The COVID-19 pandemic that went on for over two years has affected our businessespecially on the regulatory platform side with respect to both client acquisition andthe pace of implementation on existing awards. Even on the ‘Create' segment therehas been some pushback on mandates that have been further delayed. However from thecurrent financial year we do perceive an improvement in demand conditions which shouldeventually help to improve our order book position. On the flip side we do see higherexpenses on account of an unprecedented increase in human resource costs associated withtechnology coupled with the need for travel and onsite execution activities.

10. RISK MANAGEMENT

Your Company is aware of the risks associated with the business. The Company follows amethod for identifying minimizing and mitigating risks which will be periodicallyreviewed. The Company has a risk management system in place for the purpose ofidentification of all the major elements of risk which in the opinion of the Board maythreaten the existence of the company. Some of the risks identified and which will havethe 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 especiallyin the digital media.

11. DEPOSITS

During the year under review the Company has not accepted any deposits from the publicfalling within the purview of provisions of Section 73 of the Act read with the Companies(Acceptance of Deposits) Rules 2014.

As on March 31 2022 there were no deposits which were unclaimed and due forrepayment.

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

The Company had the following subsidiaries as on March 31 2022:

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. TheCompany does not have any Joint Venture or Associate Company.

Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's Subsidiaries Joint Venture andAssociates in Form AOC-1 is enclosed as Annexure - 1 to this report. The consolidatedfinancial statement of the company forms part of this annual report.

Pursuant to the provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separatefinancial statements in respect of subsidiaries are available on the website of theCompany www.irisbusiness.com. Any Member who is interested in obtaining a copy of thefinancial statements of subsidiaries companies may write to the Company Secretary atcs@irisbusiness.com.

As on the financial year ended March 31 2022 none of the subsidiaries of the Companywere a ‘material subsidiary' within the meaning of Regulation 16(c) of SEBI ListingRegulations.

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 H 189231620/- dividedinto 18923162 Equity Shares of H 10/- each to H 192181620 divided into 19218162Equity Shares of H 10/- each on account of issue and allotment of 295000 Equity Sharesto eligible employees upon exercise of the vested options granted to the said employeesunder IRIS Employee Stock Options Scheme 2017. i. Issue of Equity Shares withDifferential Rights: The Company has not issued any equity shares with differential rightsduring the financial year ended 31st March 2022. ii. Issue of Sweat EquityShares: The Company has not issued any Sweat Equity Shares during the financial year ended31st March 2022.

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 13thSeptember 2017. The Nomination and Remuneration Committee of the Board inter-aliaadministers and monitors the Employees Stock Option Scheme of the Company in accordancewith the applicable provisions of the Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 ("SEBI SBEB Regulations") as amended fromtime to time. Pursuant to shareholders' approval the Nomination and RemunerationCommittee 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 forratification of the Scheme and for extension of benefits of the Scheme for the eligibleemployees of subsidiary Company(ies) of the Company. As per the application to BSELimited the Stock Exchange the Company received an in-principal approval of the StockExchange dated 9th April 2019 for the IRIS ESOP Scheme 2017. The details ofEmployee Stock Options Scheme as required under Rule 9 of Companies (Share Capital anddebentures) rules 2014 and those under SEBI (Share Based Employee Benefits) Regulations2014 as amended to the extent applicable are provided in Annexure – 2 attachedhereto. The Scheme is in compliance with the SEBI SBEB Regulations. Further there were nomaterial change in the Scheme during the year. The details required under Regulation 14 ofthe SEBI (Share Based Employee Benefits) Regulations 2014 are disclosed on Company'swebsite at http://www.irisbusiness.com/investors/ disclosure. During the year ended 31stMarch 2020 the Board of Directors of the Company approved IRIS Business Services LimitedEmployee Stock Option Scheme 2019' ("IRIS ESOS 2019" / "Scheme")covering up to 1400000 (Fourteen Lakh) Employee Stock Options to eligible employees ofthe Company as determined in terms of IRIS ESOS 2019 in one or more tranchesexercisable in aggregate into not more than 1400000 (Fourteen Lakh) equity shares offace value of H 10/- each fully paid up. IRIS ESOS 2019 is subject to the approval ofshareholders of the Company.

15. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has internal financial control and risk mitigation system which isconstantly assessed and strengthened. The Company also conducts internal audits from timeto time. The Audit Committee actively reviews the internal audit report adequacy andeffectiveness 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 IndependentDirectors under Section 149(7) and Section 184(1) of the Companies Act 2013 stating thatthey meet the criteria of independence as laid down in Section 149(6) of the CompaniesAct 2013 and under the applicable provisions of the SEBI Listing Regulations and havedisclosed their interest in the form MBP-1. All the Directors have certified that thedisqualifications mentioned under sections 164 167 and 169 of the Companies Act 2013 donot apply to them. The Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Act.

The Board of the Company has taken the disclosures on record after verifying the dueveracity of the same. In the opinion of the Board all the Independent Directors possessthe integrity expertise and experience including the proficiency required to beIndependent Directors of the Company fulfil the conditions of independence as specifiedin the Act and the SEBI Listing Regulations and are independent of the management and havealso complied with the Code for Independent Directors as prescribed in Schedule IV of theAct. All the Independent Directors of the Company are also registered with the databank ofIndependent Directors as required under the provisions of the Companies Act 2013.

The Directors and the senior management personnel have affirmed compliance with theCode of Conduct for Directors and

Senior Management Personnel during the year under review.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMPOSITION OF BOARD

The composition of Board of Directors of the Company as on March 31 2022 is asfollows:

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. Vinod Balmukand Agarwala 01725158 Independent Director
5. Mr. Ashok Venkatramani 02839145 Independent Director
6. Mr. Bhaswar Mukherjee 01654539 Independent Director
7. Mr. Haseeb A. Drabu 00489888 Independent Director

Mr. Swaminathan Subramaniam (DIN: 01185930) Ms. Deepta Rangarajan (DIN: 00404072)and Mr. Balachandran Krishnan (DIN: 00080055) were re-appointed by the Board ofDirectors of the Company as Whole Time Director(s) of the Company for a period of threeyears effective from 1 st May 2021 on the recommendation of the Nomination andRemuneration Committee at its meeting held on 1st March 2021 and by theshareholders of the Company on 3rd April 2021 through postal ballot.

Further based on the recommendation of the Nomination and Remuneration Committee theBoard of Directors have approved the re-appointment of Mr. Bhaswar Mukherjee and Mr. AshokVenkatramani as Non-Executive Independent Director(s) of the Company for second and finalterm of five (05) years w.e.f October 9 2022 upto October 8 2027 respectively and Mr.Vinod Agarwala as the Non-Executive Independent Director(s) of the Company for second andfinal term of three (03) years w.e.f November 27 2022 upto November 26 2025 subject tothe approval of shareholders of the Company at the forthcoming AGM.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Balachandran Krishnan (DIN: 00080055) Whole TimeDirector retires by rotation at the forthcoming 22nd Annual

General Meeting and being eligible has offered himself for reappointment.

Mr. Haseeb Drabu was appointed as a member of the Audit

Committee by the Board of Directors at their meeting held on

February 14 2022 other than the appointment of Mr. Drabu as a member of the Auditcommittee there was no change in the composition of any Committee of Board during thefinancial year ended March 31 2022.

There was no other change in the composition of the Board during the period underreview.

During the year under review Mr. Jay Mistry (Membership No. ACS 34264) tendered hisresignation as Company Secretary of the Company w.e.f. June 4 2021. Based on therecommendation of the Nomination and Remuneration Committee the Board of Directorsapproved the appointment of Mr. Santohkumar Sharma (Membership No. ACS 35139) as CompanySecretary w.e.f. June 5 2021.

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

18. BOARD AND COMMITTEE MEETING(S)

A total of 23 Board/Committee meetings were held during the year under reviewcomprising 9 Board meetings 6 meetings of the Audit Committee 3 meetings of theNomination and Remuneration Committee 2 meetings of the Stakeholders RelationshipCommittee 1 meeting of the Risk Management Committee 1 meeting of the Rights IssueCommittee 1 Independent Directors' meeting and due to non-applicability of CSR provisionsno meeting was held for Corporate Social Responsibility Committee.

Committees of Board:

The Company has six (6) Board-level Committee(s) which have been established incompliance with the provisions of the Act and SEBI Listing Regulations:

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholder's Relationship Committee;

- Corporate Social Responsibility Committee;

- Risk Management Committee: and

- Rights Issue Committee

Details of Committees along with their charter composition and attendance of Directorsat Meetings 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 theprovisions 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 AuditCommittee.

II. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Act read with Regulation 19 of SEBIListing Regulations the Board has constituted the Nomination and Remuneration Committeewhich inter-alia recommends to the Board the criteria for appointment of Director(s) alongwith the compensation terms of executive directors and senior managerial personnels.

The Board has approved the Nomination and Remuneration Policy for Directors KeyManagerial Personnel and all other Employees of the Company. The said policy is hosted onthe website of the Company. The web link of the same is as follows:https://irisbusiness.com/sites/default/files/nrc-policy.pdf

III. Stakeholder's Relationship Committee:

The Stakeholder's Relationship Committee is duly constituted in accordance with theprovisions Section 178 of the Act read with Regulation 20 of SEBI Listing Regulations.The primary objective Stakeholder's Relationship Committee of the Company is to considerand resolve the grievances of security holders/ members of the Company.

IV. Corporate Social Responsibility ("CSR Committee"):

The CSR Committee is duly constituted as per provisions of Section 135 of the Actconsisting of three (3) Directors of which Chairman is Non–Executive IndependentDirectors and two (2) Executive Directors. The said Committee has been entrusted with theresponsibility of formulating and recommending to the Board the Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany monitoring the implementation of the framework of the CSR Policy and recommendingthe amount to be spent on CSR activities. The detailed report on CSR activities isattached as

Annexure 3 to this report.

The key philosophy of the Company's CSR initiative is to promote development throughsocial and economic transformation. The CSR Policy of the Company can be accessed on theCompany's website at the link provided herein below:https://irisbusiness.com/pdfs/CSR%20Policy.pdf

V. Risk Management Committee

The Board of your Company voluntarily constituted the Risk

Management Committee (‘RMC') of the Board. As on the date of this Report the RMCis comprised of two Non-Executive Independent Directors and one Executive Director of theCompany. The Company Secretary acts as the Secretary to the Committee.

VI Rights Issue Committee

At the meeting of Board of Directors held on January 29 2022 the board has approvedthe raising of funds by way of offer and issue of equity shares of the Company on a rightbasis (Rights Issue) up to H 32.00 Crore and accordingly constituted a Rights IssueCommittee.

19. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.

20. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were inthe ordinary course of the business and on an arm's length basis. The Company has notentered into material contracts or arrangements or transactions with related parties inaccordance with Section 188 of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014. The details of the transactions as per section 188 of the CompaniesAct 2013 and rules framed thereunder is enclosed as Annexure - 4 in Form AOC-2 asrequired under Rule 8(2) of Companies (Accounts) Rules 2014.

The Related Party Transactions are placed before the Audit Committee for priorapproval as required under applicable law. Only those members of the Audit Committee whowere Independent Directors approved the same.

Prior omnibus approval of the Audit Committee is also obtained for the transactionswhich are repetitive in nature. A statement of all Related Party Transactions is placedbefore the Audit Committee for its review on a quarterly basis specifying the nature andvalue of the transactions.

The Company has adopted a policy on Related Party Transactions. The policy as approvedby the Audit Committee and the Board of Directors is available on the website of theCompany https://irisbusiness.com/sites/default/files/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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enslosedas Annexure - 5. The information required under Rule 5(2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 including amendmentthereto is provided in the Annexure forming part of the Report. In terms of the secondproviso to Section 136(1) of the Act the Report and Accounts are being sent to theshareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining thesame may write to the Company Secretary at cs@irisbusiness.com.

22. ANNUAL EVALUATION OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performanceCommittees and individual Directors pursuant to the provisions of the Act SEBI ListingRegulations and the guidance note on Board evaluation issued by the Securities andExchange Board of India dated 5th January 2017. The Nomination &Remuneration Committee (NRC) has defined the evaluation criteria for the performanceevaluation of individual Directors the Board and its Committees.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as structure of the Board meetings andfunctions of the Board degree of fulfillment of key responsibilities establishment anddelineation of responsibilities to Committees effectiveness of Board processesinformation and functioning and quality of relationship between the Board and theManagement etc.

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

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

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

Outcome of evaluation process: Based on inputs received from the board members itemerged that the Board has a good mix of competency experience qualifications anddiversity. Each Board member contributed in his/her own manner to the collective wisdom ofthe Board keeping in mind his/her own background and experience. There was activeparticipation and adequate time was given for discussing strategy. Overall the Board wasfunctioning very well in a cohesive and interactive manner. The NRC Policy including thecriteria of annual evaluation of board committees and individual directors are availableon the Company's website https://irisbusiness.com/sites/default/files/ 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 invaluableassets to pay equitable remuneration to all Directors Key Managerial Personnel("KMP") and employees of the Company to harmonize the aspirations of humanresources consistent with the goals of the Company and in terms of the provisions of theCompanies Act 2013 this policy on nomination and remuneration of Directors KeyManagerial Personnel and Senior Management has been formulated by the Nomination AndRemuneration Committee and approved by the Board of Directors.

The policy is available on the Company's website at https://irisbusiness.com/sites/default/files/nrc-policy.pdf .

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

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

25. STATUTORY AUDITORS

KKC Associates LLP Chartered Accountants (Formerly Khimji Kunverji & Co LLP)(ICAI Firm Registration No. 105146W/W100621) were appointed as the Statutory Auditors ofthe 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 theconclusion of Twentieth Annual General Meeting till the conclusion of the Twenty-fifthAGM.

The Auditors' Report on the Financial Statements (Standalone and Consolidated) of theCompany for the year under review "with an unmodified opinion" as given by theStatutory Auditors is disclosed in the Financial Statements forming part of this AnnualReport. The Auditors' Report on financial statements of the Company for the year ended 31stMarch 2022 did not contain any qualifications reservations or adverse remarks. Also nofrauds in terms of the provisions of Section 143(12) of the Act have been reported by theStatutory Auditors in their report for the year under review.

26. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s.Parikh & Associates Practicing Company Secretary Mumbai were appointed as aSecretarial Auditor of the Company to undertake the Secretarial Audit of the Company forFinancial Year 2021-22. The report of the Secretarial Auditor is enclosed as Annexure - 7.

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

The provisions of circular no. CIR/CFD/CMD1/27/2019 dated 8th February 2019issued by the Securities and Exchange Board of India with respect to the AnnualSecretarial Compliance Report is enclosed as Annexure – 7A.

The Secretarial Audit Report contains a remark on the non-compliance of Regulation 29of SEBI Listing Regulations pertaining to the delay in intimation of meeting of the boardof directors held on November 13 2021.

The Board has been explained that the delay was mainly caused due to migration of theCompany from the SME Board to the Main Board of BSE Limited. On account of migration tothe Main Board the requirement of disclosure of quarterly financial results becameapplicable as against the requirement of half-yearly financial results on SME Board.Since the migration came into effect on November 8 2021 the Company's management didnot have adequate time for intimation of the Board Meeting to BSE Limited thereby causinga delay in compliance with Regulation 29 of SEBI Listing Regulations. The Company made arepresentation before BSE Limited for considering the said matter.

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 Auditorsof the Company to undertake the Internal Audit of the Company for Financial Year 2021-22.During the year the Company continued to implement its suggestions and recommendations toimprove the control environment. Their scope of work included review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems 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 Recordspursuant 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 as on March 31 2022 is available on the websiteof the Company https://www.irisbusiness.com/sites/default/files/Annual_Return_2021-22.pdf.

30. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

31. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including audit of internal financial controls over financialreporting by the statutory auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear ended March 31 2022.

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

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

b) we have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany 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 thatsuch internal financial controls are adequate and were operating effectively;

f) we have devised proper systems to ensure compliance with the provisions of allapplicable 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 hasput in place a performance appraisal system that covers all employees. Your Company had373 permanent employees as on March 31 2022 while the count was 357 as on March 31 2021.

33. CORPORATE GOVERNANCE

A separate section on Corporate Governance is enclosed as Annexure 8 along with thecertificate from the Practicing Company Secretary confirming compliance with conditions onCorporate Governance as stipulated in the SEBI Listing Regulations as on March 31 2022.

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

The Company has adopted a Policy on Prevention Prohibition and Redressal of SexualHarassment at the Workplace to provide protection to employees at the workplace and forprevention and redressal of complaints of sexual harassment and for matters connected orincidental thereto with the objective of providing a safe working environment whereemployees feel secure. The Company has also constituted an Internal Complaints Committeeto consider and to redress complaints of sexual harassment. During the year under reviewCompany did not receive any complaint under the Policy for Prevention of Sexual

Harassment of the Company.

35. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has Whistle Blower Policy /Vigil Mechanism Policy for the Company toreport to the management instances of unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct. Functioning of the Whistle Blower Policy isreviewed by the Audit Committee / Board on periodical basis. During the financial yearended March 31 2022 the Company has not received any complaint under the Whistle BlowerPolicy of the Company.

36. CODE OF CONDUCT

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

Management Personnel. It is confirmed that all Directors and

Senior Management Personnel have affirmed their adherence to the provisions of the Codeof Conduct during the financial year 2021-22. The declaration to this effect signed by Mr.Swaminathan Subramaniam Whole Time Director & CEO is enclosed to the CorporateGovernance report as ‘Annexure 8B'.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34(2)(e) of SEBI Listing Regulations a ManagementDiscussion & Analysis Report has been separately furnished in the Annual Report.

38. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Act and provisions of the SEBI Listing Regulations theCompany has adopted the following Policies. The policies are available on Company'swebsite – http://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 Policy

• Code of Conduct to Regulate Monitor and Report Trading by insiders and Code ofPractices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

• Policy for Procedure of Inquiry in Case of Leak of Unpublished Price SensitiveInformation ("UPSI") The Company's Policy on Directors' appointmentremuneration and other matters provided in Section 178(3) of the Companies Act 2013 formspart of the Nomination and Remuneration Policy.

39. GENERAL

The Board of Directors confirm that no disclosure or reporting is required in respectof the following matters as there were no transactions on these matters during thefinancial year 2021-22: 1. non-exercising of voting rights in respect of shares purchaseddirectly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules 2014;

2. Material or serious instances of fraud falling within the purview of Section 143(12)of the Companies Act 2013 and Rules made there under.

40. ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank all its employees for their dedicatedservice and firm commitment to the goals of the Company. Your Board also wishes to placeon record its sincere appreciation for the wholehearted support received from membersclients bankers and all other business associates. The Company looks forward to continuedsupport of all these partners in progress.

For and on behalf of the Board of Directors
IRIS Business Services Limited
Swaminathan Subramaniam Deepta Rangarajan Balachandran Krishnan
Whole Time Director & CEO Whole Time Director Whole Time Director & CFO
(DIN: 01185930) (DIN: 00404072) (DIN: 00080055)
Date : May 27 2022
Place : Navi Mumbai

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