To

The Members,

The Board of Directors (‘Board’) is pleased to present the eighteenth annual report of your company, IRIS Business Services Limited, for the financial year ended 31^st March, 2018. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during 1^st April 2017 to 31^st March 2018 in respect of IRIS Business Services Limited (‘IRIS’).

1. SUMMARY OF OPERATIONS/RESULTS (Amount in Rs.)

2. PERFORMANCE OF THE COMPANY

In the reporting year, the company recorded an improved sales performance compared to the previous year while containing the loss at the operating level. The company’s performance improved significantly in the second half of the reporting year with a healthy sales growth of 50.31% (compared to the corresponding period in the previous year) and profits at the EBITDA and after tax levels.

In the reporting year, the company acquired key regulator customers in new geographies while building a base for increasing sales in such high potential markets.

Highlights of our standalone financial results Revenues:

Our total revenues in the fiscal year ended March 31, 2018 were RS.35.33 cr, an increase of 29% over our total revenues of RS.27.32 cr in the fiscal year ended March 31, 2017.

Our revenues from operation in the fiscal year ended March 31, 2018 were RS.34.91 cr, an increase of 28% over our total revenues of RS.27.17 cr in the fiscal year ended March 31, 2017.

Our export revenues strengthened by 11% from RS.21.15 cr in fiscal year ended 2017 to RS.23.47 cr in fiscal year ended 2018. Also domestic revenues strengthened by 90% from RS.6.02 cr in fiscal year ended 2017 to RS.11.44 cr in fiscal year ended 2018.

Our revenues from “Collect” segment grew by 23% from RS.17.80 cr in the fiscal year ended 31^st March 2017 to RS.21.91 cr in fiscal year ended 31^st March 2018.

Revenues from “Create” segment grew by 65% from RS.6.54 cr in the fiscal year ended 31^st March 2017 to RS.10.76 cr in the fiscal year ended 31^st March 2018 primarily due to launch of our GST compliance platform.

Revenues from “Consume” segment dropped by 21% from RS.2.83 cr in the fiscal year ended 31^st March 2017 to RS.2.23 cr in the fiscal year ended 31^st March 2018.

Other Income:

Our other income primarily comprises of interest on bank deposits and foreign exchange gain/loss. Our other income in the fiscal year ended 31^st March 2018 were RS.0.42 cr as compared to RS.0.15 cr in the fiscal year ended 31^st March 2017. The increase is primarily due to increase in interest on fixed deposits from the unutilized money raised through IPO and parked in bank deposits.

Employee Costs:

Employee costs in the fiscal year ended March 31, 2018 stood at RS.18.89 cr, an increase of 22% over our employee costs of RS.15.49 cr in the fiscal year ended March 31, 2017. Employee costs relate to salaries and bonus paid to employees.

Finance Costs:

Finance costs in the fiscal year ended March 31, 2018 were RS.1.99 cr, a decrease of 4% over our finance costs of RS.2.08 cr in the fiscal year ended March 31, 2017. Finance costs relate to interest paid by the company on the credit facilities availed from the Banks/Financial institutions.

Travel related expenses:

Our travel related expenses stood at similar levels at RS.2.40 cr for the fiscal year ended March 31, 2018 and 2017.

Other Expenses:

Our other expenses decreased by 6% from RS.16.27 cr for the fiscal year ended March 31, 2017 to RS.15.23 cr for the fiscal year ended March 31, 2018.

Depreciation and Amortization:

Our Depreciation and amortization charge was RS.4.49 cr and RS.4.61 cr for the year ended March 31, 2018 and March 31, 2017 respectively representing 13% and 17% of revenues from operations for the year ended March 31, 2018 and March 31, 2017 respectively.

Exceptional Items:

Exceptional items for the fiscal year ended March 31, 2018 consists of diminution in the value of our investment made in our Italian subsidiary “Atanou S.r.l”

Highlights of our consolidated financial results Revenues:

Our total revenues in the fiscal year ended March 31, 2018 were RS.35.59 cr, an increase of 29% over our total revenues of RS.27.57 cr in the fiscal year ended March 31, 2017.

Our revenues from operation in the fiscal year ended March 31, 2018 were RS.34.95 cr, an increase of 28% over our total revenues of RS.27.32 cr in the fiscal year ended March 31, 2017.

Our export revenues strengthened by 10 per cent from RS.21.30 cr in fiscal year ended 2017 to RS.23.51 cr in fiscal year ended 2018. Also domestic revenues strengthened by 90 per cent from RS.6.02 cr in fiscal year ended 2017 to RS.11.44 cr in fiscal year ended 2018.

Our revenues from “Collect” segment grew by 23% from RS.17.87 cr in the fiscal year ended 31^st March 2017 to RS.21.91 cr in fiscal year ended 31^st March 2018.

Revenues from “Create” segment grew by 63% from RS.6.61 cr in the fiscal year ended 31^st March 2017 to RS.10.81 cr in the fiscal year ended 31^st March 2018 primarily due to launch of our GST compliance platform.

Revenues from “Consume” segment dropped by 21% from RS.2.83 cr in the fiscal year ended 31^st March 2017 to RS.2.23 cr in the fiscal year ended 31^st March 2018.

Other Income:

Our other income primarily comprises of interest on bank deposits and foreign exchange gain/loss. Our other income in the fiscal year ended 31^st March 2018 were RS.0.64 cr as compared to RS.0.25 cr in the fiscal year ended 31^st March 2017. The increase is primarily due to increase in interest on fixed deposits from the unutilized money raised through IPO and parked in bank deposits.

Employee Costs:

Employee costs in the fiscal year ended March 31, 2018 stood at RS.20.42 cr, an increase of 15% over our employee costs of RS.17.76 cr in the fiscal year ended March 31, 2017. Employee costs relate to salaries and bonus paid to employees.

Finance Costs:

Finance costs in the fiscal year ended March 31, 2018 were RS.2.00 cr, a decrease of 4% over our finance costs of RS.2.08 cr in the fiscal year ended March 31, 2017. Finance costs relate to interest paid by the company on the credit facilities availed from the Banks/Financial institutions.

Travel related expenses:

Our travel related expenses stood at almost similar levels at RS.2.90 cr for the fiscal year ended March 31, 2018 and at Rs. 2.87 cr for March 31, 2017.

Other Expenses:

Our other expenses decreased by 3% from RS.14.78 cr for the fiscal year ended March 31, 2017 to RS.14.27 cr for the fiscal year ended March 31, 2018.

Depreciation and Amortization:

Our depreciation and amortization charge for the year was RS.4.49 cr and RS.4.63 cr for the year ended March 31, 2018 and March 31, 2017 respectively representing 13% and 17% of revenues from operations for the year ended March 31, 2018 an March 31, 2017 respectively.

3. STATE OF COMPANY AFFAIRS

The reporting year was significant for your company in many respects. Firstly, your company debuted in the capital markets through an Initial Public Offering (IPO). The funds raised have helped your company to strengthen its financial position and compete effectively in the global markets. Secondly, your company has widened its presence in the global markets with key wins in Malaysia, South Africa and Nepal. Finally, in the Indian markets, your company launched IRISGST, a cloud based GST compliance platform that has found good traction in the market.

Your company continues to execute its strategy to focus on the Regtech market and offer a suite of IP driven software products and solutions built around structured data. Your company continues to enjoy a leading position globally in reporting solutions built on the XBRL information standard.

The market for your company’s structured data based offerings has continued to witness strong interest across segments such as regulators and enterprises. Countries across the world have adopted XBRL as the reporting standard for external reporting. Regulators across capital markets, banking, business registries and taxation are at the forefront of XBRL adoption. Adoption paves the way for your company to enter these countries through a two step process of solutions for regulators (the ‘Collect’ segment) followed by software to a range of filing entities (the “Create” segment). Your company’s regulatory filing platform, iFile already has more than twenty regulator clients across fifteen countries. More countries and regulators are expected to be added to the list. Multiple types of regulators and geographies have given your company an unparalleled depth of knowledge in the XBRL domain, which is leveraged in driving the software product strategy as well.

In the “Create” segment, your company’s collaborative, cloud (SaaS) based XBRL filing authoring solution “IRIS Carbon®” now caters to clients in the USA, UK , Italy, South Africa and Indian markets. “IRIS Carbon® has an inbuilt versatility that enables your company to meet the needs of different regulatory mandates, build global scale while mitigating customer concentration risks. Your company has also leveraged its well recognised strengths in compliance reporting platforms to enter the GST compliance market in India through an integrated SaaS based GSP and ASP solution. This market is emerging and offers exciting opportunities.

4. TRANSFER TO RESERVE

The company does not propose to transfer any amount to reserves.

5. DIVIDEND AND TRANSFER TO IEPF

The Board of Directors does not recommend any dividend on equity shares.

The company was not required to transfer any unpaid/unclaimed amount of dividend to Investor Education and Protection Fund (IEPF) during the financial year ended 31^st March, 2018.

6. CHANGE IN THE NATURE OF BUSINESS

There are no changes in the nature of business during the financial ended 31^st March, 2018.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the year there were no material changes and commitment affecting financial position of the company between end of the financial year to which this financial statements relate and the date of the report.

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

During the year there were no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the company and its future operations.

9. RISK AND CONCERN

The company operates in a global market characterised by intense competition. Although the company has a strong position in the area of external financial reporting and especially in XBRL based mandates, there is the need to have adequate marketing spend and product differentiation to establish presence and build market share. In addition, many regulators initially prefer to offer free tools to enterprises to create the regulatory filings which hamper market growth. Migration from free tools to paid platforms is a journey that takes time as well. Mature markets face pricing pressure and relatively high switching costs. In addition, even though XBRL as a data standard is widely adopted, competing data standards and the adoption of APIs could affect the market potential of XBRL specific software. The GST mandate in India is yet to be fully articulated as the GST council has deferred invoice level reconciliation which is a big driver for adoption of third party compliance platforms. Moreover, the segment had witnessed intense competition in the year of GST introduction and there is no reason why the market would be less competitive in the years ahead.

10. RISK MANAGEMENT

Your company is aware of the risks associated with the business. The company is in the process of institutionalizing a mechanism for identifying, minimizing and mitigating risks which will be periodically reviewed.

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

1. Securing critical resources including capital and human resources;

2. Ensuring cost competitiveness;

3. Building product differentiation and the appropriate value proposition

4. Maintaining and enhancing customer service standards.

5. Stepping up marketing and branding activities

11. DEPOSITS

The company had not accepted any deposits during the financial year ended 31^st March, 2018 nor there were any unpaid/unclaimed deposits at the financial year ended on 31^st March, 2018. Further as the company has never accepted deposits there have been no defaults in repayments thereof nor any non-compliance thereto.

12. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The company has the following subsidiaries:

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

2. IRIS Business Services, LLC

3. Atanou S.r.l.

The company has not entered into any joint venture and doesn’t have any associate company.

The audited consolidated financial statements pursuant to Section 129(3) of Companies Act, 2013 including financial results of the above subsidiaries forms part of Annual Report

13. PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY

The consolidated financial statements of the company, forms a part of this Annual Report. A Statement containing salient features of the financial statement of subsidiaries pursuant to first proviso to subsection (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 are enclosed as Annexure - 1 to this report.

14. SHARE CAPITAL

The Authorized Share Capital of the company was increased from RS.8,00,00,000 divided into 80,00,000 equity shares of RS.10/- to RS.25,00,00,000/- divided into 2,50,00,000 equity shares of RS.10/- in the Extra Ordinary General Meeting of the company held on 13^th September 2017.

Further, The company has issued and allotted 69,37,581 Bonus Shares of RS.10/- each in the ratio of 1:1 i.e. one bonus share for every one share held to equity shareholders of the company which was approved in the Extra Ordinary General Meeting held on 13^th September, 2017.

The company had issued 50,04,000 equity shares of RS.10/- each face value at RS.32/- per share to public through an Initial Public Offer (IPO). The IPO opened on 29.09.2017 and closed on 04.10.2017. The shares of the company were admitted to trading on BSE Limited (SME Platform) with effect from 11.10.2017.

i. Issue of Equity Shares with Differential Rights: The company has not issued any equity shares with differential rights during the financial year ended 31^st March, 2018.

ii. Issue of Sweat Equity Shares: The company has not issued any Sweat Equity Shares during the financial year ended 31^st March, 2018.

iii. Issue of Employee Stock Options: The company has approved IRIS Employee Stock Options Scheme, 2017 (IRIS ESOP Scheme 2017) at the Extra Ordinary General Meeting held on 13^th September, 2017. The Nomination and Remuneration Committee of the Board, inter-alia, administers and monitors the Employees Stock Option Scheme of the company in accordance with the applicable provisions of the SEBI Regulations. The Nomination and Remuneration Committee of the Board has on 9^th October, 2017 granted total 7,00,000 Options to eligible employee(s) under the IRIS ESOP Scheme 2017. The details of Employee Stock Options Scheme as required under rule 9 of Companies (Share Capital and debentures) rules, 2014 and those under SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, to the extent applicable are provided in Annexure - 2 attached hereto.

There is no change to the share capital of the company from the end of the financial year to the date of this Report.

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 an internal audit from time to time. The Audit Committee actively reviews the internal audit report, adequacy and effectiveness of the internal financial control and suggests the improvements for the same.

16. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The company has received necessary declarations and disclosures from the independent directors under Section 149(7) and Section 184(1) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and disclosing their interest in form MBP-1.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMPOSITION OF BOARD

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the company’s Articles of Association, Ms. Deepta Rangarajan, (DIN - 00404072), Whole Time Director, retires by rotation at the forthcoming eighteenth Annual General Meeting and being eligible has offered herself for re-appointment.

Mr. U. R. Bhat (DIN: 00008425) and Mr. Rakesh Kathotia (DIN: 00165880) resigned as a director of the company w.e.f. 03^rc September, 2017 and 12^th September, 2017 respectively.

Mr. Sanjoy Bhattacharya (DIN: 00059480) resigned as Director w.e.f 24^th November, 2017 and Mr. Partho Datta (DIN: 00040345) resigned w.e.f. 28^th November, 2017.

Mr. Ashok Venkatramani (DIN: 02839145) and Mr. Bhaswar Mukherjee (DIN: 01654539) joined the Board on 9^th October, 2017 as Independent Directors.

Mr. Vinod Balmukand Agarwala (DIN: 01725158) joined the Board of the company on 27^th November, 2017 as an Independent Director.

Mr. Balachandran Krishnan, Whole Time Director was additionally appointed as Chief Financial Officer of the company w.e.f. 11^th September 2017. Mr. Rajesh Singh, (ICSI Membership No. ACS 50320) was appointed as Company Secretary & Compliance Officer of the company w.e.f. 11^th September, 2017 and he resigned on 28^th February, 2018.

Mr. Jay Mistry (ICSI Membership No. ACS 34264) was appointed by the Board as Company Secretary and Compliance Officer of the company w.e.f. 10^th March, 2018.

Mr. Swaminathan Subramaniam, (DIN: 01185930), Ms. Deepta Rangarajan, (DIN: 00404072) and Mr. Balachandran Krishnan, (DIN: 00080055), were re-appointed by the Board of Directors of the company as Whole Time Director(s) of the company for a period of 3 years commencing from 1^st May, 2018 on the recommendation of the Nomination and Remuneration Committee at its meeting held on 25^th April, 2018 subject to the approval of the members at the ensuing Annual General Meeting of the company.

The composition of Board of Directors as on 31.03.2018 is as follows:

Mr. Jay Mistry is the company Secretary & Compliance Officer and a Key Managerial Personnel (KMP) of the company.

18. BOARD MEETING(S)

The Board met six (6) times during the financial year ended 31^st March, 2018. The meeting(s) were held on 22^nd May, 2017, 11^th September 2017, 13^th September 2017, 9^th October, 2017, 27^th November, 2017 and 10^th March 2018. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

Attendance of Director(s) at meeting(s) during the financial year 2017-18

* Mr. Partho Datta resigned from Directorship w.e.f. 28.11.17

@ Mr. Rakesh Kathotia resigned from Directorship w.e.f. 12.09.17

^# Mr. U. R. Bhat resigned from Directorship w.e.f. 03.09.17

& Mr. Sanjoy Bhattacharyya resigned from Directorship w.e.f. 24.11.17

19. COMMITTEES OF THE BOARD

I. AUDIT COMMITTEE

The company has constituted an Audit Committee in accordance with Section 177 of the Companies Act, 2013. The terms of reference of the Committee are as follows:

1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions;

g) Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditor’s independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties.

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of the company, wherever it is necessary.

11. Evaluation of internal financial controls and risk management systems.

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board.

20. Approval of appointment of CFO (i.e., the Whole-Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors.

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee shall mandatorily review the following information:

(a) Management discussion and analysis of financial information and results of operations;

(b) Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

(c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

(d) Internal audit reports relating to internal control weaknesses; and

(e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

The Audit Committee met two (2) times during the financial year ended 31^st March, 2018 on 27^th November, 2017 and on 10^th March 2018. The composition of the Audit Committee as on 31.03.2018 is as follows:

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (‘NRC’) had formulated a policy for the Nomination and Remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Management.

The terms of reference of the NRC are as follows:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of independent directors and the Board;

3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

4. Devising a policy on Board diversity; and

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The company had adopted a Nomination and Remuneration policy (policy) in accordance with Section 178 of the Companies Act, 2013. The Policy is attached as Annexure - 3 to this report and is also available on the website of the company viz. www.irisbusiness.com.

The NRC met three (3) times during the financial year ended March 31, 2018. The meetings were held on 9^th October, 2017, 27^th November, 2017 and 10^th March, 2018. The constitution and terms of reference of the committee are in compliance with the requirements of section 178 of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the NRC as on 31.03.2018 is as follows:

III. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

The company has constituted a CSR Committee in accordance with Section 135 of the Companies Act, 2013. No meetings of the Committee were held during the financial year 2017-18. The Composition of the Committee as on 31^st March, 2018 is as follows:

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE

The company has constituted a Stakeholder’s Relationship Committee in accordance with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, specifically for the purposes of looking after the matter of handling and resolving shareholders / investors grievances. No meetings of the Committee were held during the financial year 2017-18.

The terms of reference of the Committee are as follows:

a. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

b. Redressal of security holder’s/investor’s complaints Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

c. Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures or any other securities;

d. Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

e. Allotment and listing of shares;

f. Reference to statutory and regulatory authorities regarding investor grievances;

g. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances; and

h. Any other power specifically assigned by the Board of Directors of the company.

The composition of the Committee as on 31^st March, 2018 is as follows:

20. COMPLIANCE WITH SECRETARIAL STANDARD

During the period 1^st April, 2017 to 31^st March, 2018, the company complied with the Secretarial Standard - 1 and Secretarial Standard - 2, issued and revised by the Institute of Company Secretaries of India.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has a CSR Committee and an approved CSR Policy in accordance with Section 135 of the Companies Act, 2013 read with rules made thereunder.

The company is exempt from mandatory CSR expenditure as per Rule 3(2) CSR Rules, 2014 due to not falling in criteria of CSR applicability for three consecutive years i.e. for financial years 2014

15, 2015-16 and 2016-17.

The company has on a voluntary basis provided disclosure in Annexure - 4 to this report in the prescribed format under Section 135 of the Companies Act, 2013, which is attached to this report.

Further, the composition of the CSR Committee is covered under ‘Committee of the Board’ part of the Directors’ Report.

The CSR policy of the company is available on the website of the company viz - www.irisbusiness.com.

22. RELATED PARTY TRANSACTIONS

The details of transactions entered into by the company with related parties are at arm’s length and in ordinary course of business. The details of the transactions as per section 188 of the Companies Act, 2013 and Rules framed thereunder are enclosed as Annexure - 5 in Form AOC-2, as required under Rule 8(2) of Companies (Accounts) Rules, 2014.

23. PARTICULARS OF REMUNERATION OF DIRECTORS, KMP AND EMPLOYEES AND DISCLOSURES IN BOARD’S REPORT

The disclosure on remuneration of Directors, Key Managerial Personnel (KMP) and employees as required under the Companies Act, 2013 and rules made thereunder is provided in Annexure - 6 to this Report.

The information required under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure - 6 forming part of this Report. In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the members excluding certain information covered under aforesaid Annexure. Any member interested in obtaining the same may write to the company Secretary at the Registered Office of the company. None of the employees listed in the said Annexure - 6 is related to any Director of the company.

24. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee and the Board had been carried out.

25. 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 -7 to this report.

26. STATUTORY AUDITORS

The members at the 15^th Annual General Meeting (“AGM”) had approved the appointment of M/s. M. P. Chitale & Co. as the statutory auditors of your Company for a period of five years to hold office as such till the conclusion of the sixth consecutive AGM subject to ratification of appointment by the members at every AGM.

As per Companies (Audit and Auditors) Amendment Rules, 2018 dated 7^th May 2018 notified by the Ministry of Corporate Affairs, the requirement of ratification of Auditor’s appointment has been relaxed. Accordingly ratification of Auditor’s appointment is not sought by the Directors.

27. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Parikh & Associates, Practicing Company Secretaries, Mumbai, were appointed as a Secretarial Auditors of the company to conduct the Secretarial Audit of the company for financial year 2017-2018. The report of the Secretarial Auditor is enclosed as Annexure- 8.

28. INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. Moore Stephens Singhi Advisors LLP, Chartered Accountants, Mumbai, the Internal Auditor of the company for the Financial Year 2017-18, have been appointed as Internal Auditors of the company for the Financial Year 2018-19. During the year, the company continued to implement its suggestions and recommendations to improve the control environment. Their scope of works includes, 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.

29. STATUTORY AUDITORS’ REPORT

The Statements made by the Auditors in their report are self-explanatory and doesn’t require any comments by the Board of Directors.

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in their report.

31. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are enclosed as Annexure 9 to this report.

32. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The company has not granted any loans to any persons or body corporate. Further the details of guarantees given and investments made as covered under the provisions of Section 186 of the Companies Act, 2013 forms part of notes to the standalone financial statements of the company.

33. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and information and based on the information and explanations provided to them by the company, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 (the Act):

a. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. That the directors had 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. That the directors had prepared the annual accounts on a going concern basis;

e. That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively;

f. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. 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 300 employees as on 31^st March, 2018 while the employee count was 297 as on 31^st March, 2017.

35. CORPORATE GOVERNANCE

The company being listed on the SME platform of BSE Limited is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Therefore no corporate governance report is annexed to this report. However your Company has complied with the relevant provision of the Companies Act, 2013 and rules thereunder with regards to formation of committees.

36. COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has constituted Internal Complaints Committee under and as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no instance of complaint or report under the said Act was registered with the company.

37. 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.

38. CODE OF CONDUCT

The Board of Director has approved a Code of Conduct which is applicable to the members 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 Code of Conduct during the financial year 2017-18. The declaration to this effect is enclosed to this report as Annexure 10.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

In terms of provisions of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion & Analysis Report has been separately furnished in the Annual Report.

40. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Act and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has adopted the following Policies. The policies are available on Company’s website - http://www.irisbusiness.com

- 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 appointment of Independent Director

- Vigil Mechanism Policy

- Code for Prohibition of Insider Trading

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

41. ACKNOWLEDGEMENTS

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

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

Swaminathan Subramaniam Deepta Rangarajan Balachandran Krishnan

Whole Time Director & CEO Whole Time Director Whole Time Director & CFO

Date: 30^th May, 2018

Place: Navi Mumbai (DIN: 01185930) (DIN: 00404072) (DIN: 00080055)