Dear Members,

The Directors have pleasure in presenting the 25^th Annual Report on the business, operation and financial performance of the Company for the year ended March 31, 2018.

1. Financial Information.

The highlights of the financial performance for the year ended March 31, 2018 are as under:

(Amt. in Rs.)

2. Performance of the Company.

The financial year 2017-18 has indeed been a challenging year for all the industry in the economy. Inspite of unfavorable market conditions, the company and its management has performed quite well. During the financial year 2017-18, the Revenue from operation stood at Rs. 64,66,33,549/- as compared to Rs. 90,87,89,588/- in the previous financial year i.e. 2016-17. The Company has earned a net profit of Rs. 29,86,759/- during the year as compared to a net profit of Rs. 12,18,473/- in the previous year.

3. Dividend.

With a view to strengthen the financial position of the Company, your Directors did not recommend any dividend for the year under review.

4. Transfer to Reserves.

Your Company has not transferred any amount to reserves during the year under the review and proposes to retain the entire amount of Rs. 29,86,759 in its Statement of Profit and Loss.

Your company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review. There are no deposits that remain unclaimed during the year under review.

6. Share Capital. Authorized and Paid-up Share Capital

The Authorized Share Capital of the Company as on March 31, 2018 was Rs. 70,00,00,000 divided into 14,00,00,000 Equity shares of Rs. 5 each and the Paid up capital was Rs. 49,98,10,550 divided in to 9,99,62,110 shares of Rs.5 Each fully paid-up. During the year under review, the Authorized Share Capital of the Company remains unchanged and the Company has not issued any securities.

7. Subsidiaries, Joint Venture & Associates Companies.

As on March 31, 2018 the Company does not have any Subsidiary, Joint Venture or an Associate Company. The provisions of Section 129 (3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2013 containing a statement of subsidiaries in the form AOC-1 is not applicable to the Company.

8. Statutory Auditor.

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s TejasNadkarni& Associates, Chartered Accountant were appointed as Statutory Auditor of the Company to fill the casual vacancy caused due to resignation of M/s Agarwal Desai and Shah the erstwhile Statutory Auditor of the Company.

M/s TejasNadkarni& Associates, Chartered Accountants, Mumbai (ICAI Registration No. FRN 135197W) were appointed as Statutory Auditors of the Company w.e.f February 13, 2018 by passing the ordinary resolution through Postal Ballot on May 12, 2018.

The Company has received a letter from the Statutory Auditor to the effect that their appointment, if ratified, would be within the prescribed limits under Section 139 of the Companies Act, 2013. The Statutory Auditors are not disqualified to be appointed.

Accordingly, requisite resolution forms part of the notice convening the AGM.

There are no adverse observations of the Auditors on the financial statements of the company. The Auditor's Report, read with the relevant notes to accounts is self-explanatory and therefore does not require further explanation. The Auditors Report forms part of this Annual Report.

9. Secretarial Auditor.

The company has engaged Mr. VikramAgarwal, Practicing Company Secretary as Secretarial Auditor to conduct Secretarial audit for the year 2017-18. The report on secretarial audit is annexed as Annexure-1 to the Board's Report.

Secretarial Audit Report

The report does not contain any qualification, reservation or adverse remark.

10. Internal Auditor.

The Board of Directors of the Company had appointed M/s. TejasNadkarni& Associates (Membership No. 122993), Chartered Accountants, to perform the duties of Internal Auditor of the Company for the financial year 2017-18 and the Internal Audit Reports were reviewed by Audit Committee from time- to-time.

In the current financial year, the Company has engaged M/s YogeshTambi& Associates, Chartered Accountants as Internal Auditor to conduct Internal audit for the year 2018-19. The Internal Auditor will report to Board of Directors. The internal audit will help company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of assets of the Company. Their appointment is made as per section 138 of the Companies Act, 2013.

11. Certificate by Managing Director and Chief Financial Officer.

A certificate from Managing Director and Chief Financial Officer confirming the correctness of the financial statement, adequacy of the Internal Control measures and reporting of matters to the Auditors and Audit Committee forms as integral part of this Report as Annexure 2.

12. Secretarial Standards.

The Company complies with the applicable Secretarial Standards issued by the Institute of the Companies Secretaries of India.

13. Board of Directors and the Key Managerial Personnel.

IRIS's Board is a Balance Board, comprising of the optimum combination of Executive and Non-Executive Directors. The Non-Executive Directors include the Chairman and Independent Professionals. At least one- third of the total strength of the Board is required to comprise of Independent Directors.

The present Board Composition of the Company is consonance with the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which contains one Managing Director, one Chief Financial Officer, one Women director and other Executive and Non-Executive Independent directors.

The Present Board consists of five Directors. The Board is headed by Chairman, Mr. MayankKotadia, who is a non-executive director. For more details related to the Board of Directors of the Company, please refer the "Report on Corporate Governance", which forms part of this Annual Report.

Details of Directors seeking appointment or re-appointment

Directors are appointed or re-appointed with the approval of the shareholders and shall remain in office in accordance with the provisions of the law and terms and conditions of appointment.

Retire by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the rules framed thereunder, Mr. Mitesh Jani, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors of the Company has recommended to the Members, to pass a resolution for re-appointment of Mr. Mitesh Jani, as Director of the Company.

Mr. Mitesh Jani was appointed as an Executive Director on the Board of the Company in the previous Annual General Meeting of the Company held on September 29, 2017. He has been a constant support to the commercial activities of the Company and continuous to share her expertise to the extent best suitable to the Company.

Appointment

Mr. MayankKotadia, on the recommendation of the Nomination & Remuneration Committee, was appointed by the Board as Additional Director on January 11, 2018 and subject to the approval of the Members in the ensuing Annual General Meeting, would continue as a Non-Executive Director of the Company.

Mr. Yogendra Bagree, on recommendation of the Nomination & Remuneration Committee, was appointed by the Board as Additional Executive Director on December 12, 2017 and subject to the approval of the Members in the ensuing Annual General Meeting, would continue as an Executive Director of the Company. He was further appointed as a Managing Director of the Company at the Board Meeting held on January 11, 2018. Shareholders of the Company have approved his appointed through a Postal Ballot on May 12, 2018.

Mr. Omkar Gadre, on recommendation of the Nomination & Remuneration Committee, was appointed by the Board as Chief Financial Officer of the Company with effect from January 11, 2018.

Necessary resolutions relating to Director who are seeking appointment/re-appointment are included in the Notice of Annual General Meeting. The relevant details of the said Directors are given in the Notes/annexure to the Notice of the Annual General Meeting.

Change in designation

During the year under review, designation of Mr. Mitesh Jani changed from Additional Non- Executive Director to Additional Executive Director of the Company in the Board Meeting dated May 03, 2017. His appointment was later regularized in the last Annual General Meeting of the Company held on September 29, 2017.

Cessation:

Mr. Rajendra Karnik, Executive and Managing Director of the Company, resigned from the position of Executive and Managing Director of the Company with effect from close of business hours on December 12, 2017, after 9 (Nine) years of service. Your Directors would like to record their appreciation for the services rendered by Mr. Rajendra Karnik.

Mr. Rakesh Naik, Non-Executive Directors, resigned from the Company with effect from close of business hours on December 12, 2017. Your Directors would like to record their appreciation for the services rendered by Mr. Rakesh Naik.

Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:

Mr. Yogendra Bagree, Managing Director*

Mr. Omkar Gadre, Chief Financial Officer#

Mr. Yogendra Bagree, Compliance Officer*

*Mr. Yogendra Bagree was designated as the Compliance Officer of the Company w.e.f December 12, 2017 due to resignation of Mr. Rajendra Karnik, the erstwhile Managing Director and Compliance Officer of the Company. He was appointed as a Managing Director of the Company w.e.f from January 11, 2018.

#Mr. Omkar Gadre was appointed as a Chief Financial Officer of the Company w.e.f January 11, 2018 due to resignation of Mr. Sandesh Sawant, the erstwhile Chief Financial Officer of the Company.

Board Meeting

The Board meets at regular intervals to, inter-alia, discuss about the Company's policies and strategy. The notice for the Board/Committee meetings is also given in advance to all the Directors. The details about the Board meetings are given at length in Report on Corporate Governance forming part of this Annual Report.

Board Committees

The Board has constituted four committees, viz.,

1. Audit Committee

2. Stakeholder's Relationship Committee

3. Nomination and Remuneration Committee

4. Risk Management Committee

Details of all the committees along with their composition, terms of reference and meetings held during the year are provided in the "Report on Corporate Governance" which forms part of this Annual Report.

Annual Evaluation of the Board, Committee and Individual Directors

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee (NRC) and Risk Management Committee. The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings, like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs, contribution in resolving the matters, etc.

The performance evaluation of the Chairman, Managing Director and the Board as a whole was carried out by the Independent Directors at their separate meeting held on June 16, 2017.

Declaration by Independent Directors

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of 'Independent Director' as mentioned under Regulation 16(1) (b) of the Listing Regulations.

The above confirmations were placed before the Board and duly noted.

14. Familiarization Programme for Independent Directors during the year.

Familiarization Programme for Independent Directors is mentioned at length in Corporate Governance Report attached to this Report and the details of the same have also been disclosed on website of the Companywww.irismediaworks.net

15. Policy on Director's Appointment and Remuneration.

The Policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act, have been uploaded on the website of the Company www.irismediaworks.net

16. Internal control systems and their adequacy.

An internal financial control system of the Company is commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regards to recording and providing reliable financial and operation information, adherence to the company's policies and procedures, prevention and detections of fraud and errors, complying with applicable accounting standards and relevant statutes safeguards assets from unauthorized use, executing transactions with proper authorization and ensuring the compliance of corporate policies. Internal Auditor verifies and checks internal control and monitors them.

17. Transfer of Unclaimed Dividend to Investor Education and Protection Fund.

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid in the last seven years. Also, the Company was not required to transfer any amount to the Investor Education and Protection Fund established by the Central Government pursuant to provision of Section 125 (e) of the Companies Act, 2013.

18. Management Discussion & Analysis Report.

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, a report on Management Discussion & Analysis for the year under the review forms part of this Annual Report.

19. Director's Responsibility Statement.

Pursuant to the requirements under Section 134(3) (c) read with the Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relation to material depend there are no material departures from the same;

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

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

20. Auditors Certificate on Corporate Governance.

In compliance with the provisions of Regulation 34 of the Listing Regulations read with the Schedule V to the said Regulations, the Corporate Governance Report of your company for the financial year ended March 31, 2018 and the certificate from M/s. TejasNadkarni& Associates, Chartered Accountant, the Auditor, on compliance with the provisions of Corporate Governance Requirement as prescribed under the listing Regulation, is annexed and forms part of this Annual Report.

21. Registered Office.

During the year under review, the Board of Director of the Company, for operational convenience had shifted the registered office of the Company from "103, Shivam Chambers, Near Sahara India, S.V. Road, Goregaon (West), Mumbai - 400 061" to "Unit No:- B- 302, Western Edge-II, western Express Highway, Borivali - East, Mumbai-400066 ".

22. Corporate Social Responsibility.

The companies on whom the provisions of the CSR shall be applicable are contained in Sub Section 1 of Section 135 of the Companies Act, 2013. As per the said section, the companies having Net worth of INR 500 Crore or more; or Turnover of INR 1000 Crore or more; or Net Profit of INR 5 Crore or more during any financial year shall be required to constitute a Corporate Social Responsibility Committee of the Board "hereinafter CSR Committee" with effect from April 1, 2014.

The criteria laid down under the section 135(1) of the Companies Act, 2013 are not applicable to our Company; hence no such committee is formed. The company has always tried in its best possible way to involve itself in social development activities.

23. Related Party Transaction.

Pursuant to section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rule, 2014, information pertaining to transactions with related parties is given herein in Form AOC-2, which forms part of this report as Annexure 3.

The Company has framed policy in accordance with the provisions of the Companies Act, 2013 and Listing Obligation for Related Party Transaction, which is hosted on company's website: www.irismediaworks.net

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

25. Loan, Guarantee, and Investment under Section 186 of Companies Act, 2013.

The details of loans, investments, guarantee and securities as covered under provisions of Section 186 of the Companies Act, 2013 are disclosed in the Financial Statement forming part of this report

26. Material changes and commitments affecting the financial position of the Company.

There has been no material changes and commitment affecting the financial position of the company which has occurred between the end of the financial year of the Company to which the financial statement relates and till the date of the report.

27. Particulars of Employees.

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure 4 to the Board's Report.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report.

28. Extract of Annual Return.

The extract of the Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with the Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is enclosed herewith as Annexure 5.

29. Policies and Disclosures. Nomination and Remuneration Policy

The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provision of the Companies Act, 2013 and Listing Regulations. The policy states criteria for determining qualifications, positive attributes, independence of directors and remuneration relating Directors, KMP, and other employees.

Further, in compliance with section 134(3) (e) of the Companies Act, 2013, the Nomination and Remuneration Policy is also placed on Company's website at www.irismediaworks.net

Risk Management Policy

Your Company has robust Risk Management Policy. The Risk Management policy of the Company promotes a proactive approach in reporting, evaluating and mitigating risk associated with the business. Mechanisms for identification and prioritization of risks include business risk environment scanning and focused discussions in the Risk Management Committee Meetings.

The company has a Risk Management Committee to monitor and review the Risk Management Plans for the Company. The Policy of Risk Management has been approved by Board of Directors and is placed on Company's Website at www.irismediaworks.net

The Details of Risk Management Committee, its terms of reference and elements of risk identified by the Company are set out in the Corporate Governance and Management Discussion and Analysis Report, forming the part of this Annual Report.

Sexual Harassment Policy

IRIS provides aplat form where equal opportunity is provided to its all employees and consciously strives to build a work culture that promotes the dignity of all employees. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has zero tolerance for sexual harassment at workplace and had adopted a Policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of

Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and the Rules and the same is hosted on the Company's Website at www.irismediaworks.net

Vigil Mechanism/Whistleblower Policy

Pursuant to Section 177(9) of Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as per Listing Obligation Requirement, the Company has adopted the Whistle Blower Mechanism to provide a mechanism for any concerned person of the Company for the purpose of dealing with instance of frauds and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside organization. The company has hosted the same on its website www.irismediaworks.net

Code of conduct for prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the securities of the Company. Details of dealing in the Company's shares by Designated Persons are placed before the Audit Committee on a quarterly basis. The Company has also adopted a Code of Corporate Disclosure Practices, for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the investor community to take informed investment decisions with regard to the Company's shares The policy is uploaded on the Company's website and can be viewed at the Company website at www.irismediaworks.net

30. Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are furnished in Annexure 6to this Annual Report.

31. Details of frauds reported by auditors under sub-section (12) of section 143.

Pursuant to section 134 (3) (ca) of the Companies Act, 2013, there were no frauds reported by the Statutory Auditor of the Company under Section 143 (12) of the Companies Act, 2013.

32. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relates and the Date of the Report.

There were no material changes and commitments, affecting the financial position of the Company occurred between the end of the financial Year to which this financial statement relates and up till the date of Report.

33. Change in taxation act and rules.

The Government of India has enacted GST Act 2017 along with IGST Act 2017, SGST Act 2017 and UTGST Act 2017 effective from July 1, 2017. Your company has implemented necessary changes as per new law as amended by time to time. The Financial Statement for the year under review has been prepared complying with GST Laws as amended from time during the year.

34. Human Resource.

Your Company considers people at its most valuable asset. It continues to focus on progressive employee relations policies, creating an inclusive work culture and a strong talent pipeline.

Your Company is focused on building a high-performance culture with a growth mindset where employees are engaged and empowered to be the best they can be.

The Company has well documented and updated policies in place to prevent any kind of discrimination and harassment, including sexual harassment. The Whistle Blower Policy plays an important role as a watchdog.

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

35. Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

For Iris Mediaworks Limited

Sd/-

MayankKotadia

Date: September 05, 2018

Chairman

Place: Mumbai DIN: 07484438