IRIS RegTech Solutions Ltd

Target snapshot

• Target: IRIS Gulf Regulatory Technology L.L.C, UAE-based RegTech firm.
• Authorized capital AED 200,000; initial paid-up capital AED 200,000.
• Acquisition is 100% ownership of a Wholly Owned Subsidiary; related party, arm's length subscription.
• Industry: RegTech, SupTech; UAE and GCC expansion focus.
• Purpose: Establish UAE presence to pursue SupTech/RegTech opportunities and expand client base.
• Regulatory approvals: UAE incorporation and membership certificate received.
• Timeline: WoS incorporated Aug 20, 2026; further subscriptions per regulatory requirements.
• Consideration: Cash for 100% initial paid-up capital; AED 200,000 at AED 10 per share.
• Cost: Face value AED 10 per share.
• Shareholding: 100%.
• Background: UAE RegTech firm; incorporation Aug 20, 2026; turnover not disclosed.

Meeting Details

• Date: Aug 26, 2026; Type: One-to-One; Mode: Virtual; Organizer: Club Millionaire; Location: Navi Mumbai.

Participants

• Key company participants: not disclosed in filing.

Purpose

• Purpose: Analyst/Investor meeting to discuss company updates.

Additional Notes

• Notes: Schedule may change due to exigencies.

AGM details

• AGM held August 14, 2026 at 11:00 a.m. IST via VC/OAVM.
• Meeting concluded at 11:45 a.m. IST.

Resolutions

• Ordinary: Adoption of audited standalone and consolidated financial statements with reports.
• Ordinary: Re-appointment of Balachandran Krishnan by rotation.
• Special: Re-appointment of Balachandran Krishnan as Whole-Time Director for five years with remuneration revision.
• Special: Re-appointment of Deepta Rangarajan as Whole-Time Director for five years with remuneration revision.

Voting status

• Consolidated voting results to be submitted to stock exchanges and NSDL website.

Directors & officers changes

• Balachandran Krishnan re-appointed as Whole-Time Director for five years with remuneration revision.
• Deepta Rangarajan re-appointed as Whole-Time Director for five years with remuneration revision.
• Independent directors Vinod Agarwala and Haseeb Ahmad Drabu completed tenure.

Auditors

• Statutory auditors KKC & Associates LLP; unmodified audit reports for FY ended Mar 31, 2026.

Other notes

• Quorum satisfied; questions addressed; voting facility open for 15 minutes post-meeting.

Rating Action & Details

• ICRA reaffirms long-term BBB rating with Stable outlook.
• ICRA upgrades short-term rating to A2 from A3+.
• Total bank facilities rated: Rs 18.08 crore.
• Long-term Cash Credit: 8.18 crore, BBB (Stable).
• Short-term Bank Guarantee: 7.40 crore, A2.
• Short-term Forward Contract: 2.50 crore, A2.
• Total short-term facilities: 9.90 crore.

Rating Agency & Instruments

• Rating Agency: ICRA Limited.
• Instruments rated: Cash Credit, Bank Guarantees, and Forward Contract.

Rationale & Outlook

• Rationale not disclosed in the filing; link provided.
• Long-term outlook remains Stable.

Material Change

• Material change: Short-term upgrade alongside long-term reaffirmation.

Financial Highlights

• Total revenue for Q1FY27: INR 35.2 Cr, up 33% YoY.
• Operating revenue grew 30% YoY.
• ARR grew 7% YoY; up 11% by Jul 31, 2026.
• EBITDA: INR 0.8 Cr in Q1FY27.

Operational and Strategic Developments

• Appointed Shailesh Gupta to strengthen leadership.
• Launched new modules across SupTech and Banking RegTech.
• Extended a key contract in South Africa.
• ARR from new disclosure management solution surpassed US$1 million.
• IRIS Carbon added several new customers in disclosure management.
• RegTech revenue grew 51% YoY.
• SupTech revenue grew 20% YoY.
• Strong partnerships with Big4 firms across Europe.

Management Commentary and Outlook

• Management focuses on recurring revenue growth via sales, marketing, and product investments.
• Momentum continues across RegTech and SupTech businesses.
• Investments to accelerate growth and unlock value in segments.

ESOP grant details

• NRC approved grant of 121,000 stock options under IRIS ESOP 2023 to eligible employees.
• Exercise price set at Rs 10 per option.
• Total shares covered: 121,000, face value Rs 10 each.
• Vested to date: 224,500; further vesting after FY2028-29 upon performance.
• Options exercisable within 5 years from vesting; unexercised options lapse.
• Options exercised: 20,130; proceeds: INR 3,912,160.
• Shares arising on exercise: 20,130.
• Options lapsed: 43,500.

Financial results

• Unaudited standalone and consolidated results for the quarter ended June 30, 2026 approved with Limited Review Reports.

Senior management appointment

• Shailesh Gupta appointed Business Head - SupTech & Bank-RegTech; designated as SMP, effective August 20, 2026.

Auditor review

• Independent auditor concluded no material misstatement in standalone and consolidated results.

Meeting Details

• Meeting date: August 7, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated results for quarter ended June 30, 2026.

Other Notes

• Trading window remains closed for designated persons until 48 hours after results declaration.

Order details

• Awarding entity: Xpert Decisions Systems (Pty) Ltd, South Africa.
• Nature and scope: Extension of Phase 4 CODI deposit insurance solution; tech development, implementation and support.
• Contract value: Size not disclosed; commercial terms confidential; subject to final agreement.
• Jurisdiction: International.
• Timeline: Execution per agreed SoW timeline; details confidential.
• Promoter/related party: No promoter interest; no related party transaction; arm's length.
• Material impact: Extension maintains CODI engagement; no quantified impact disclosed.