The Board of Directors are pleased to present herewith the Annual Report on the business and operations of IIRM
Holdings India Limited ('the Company'), together with the Audited Financial Statements (Standalone & Consolidated)
for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

The highlights of the Financial Results are as under:

The financial statements for the year ended March 31, 2025 have been prepared in compliance with the applicable
Indian Accounting Standards.

2. Performance Highlights
Standalone

During the year under review, the Company has
recorded a turnover of ' 365.05 Lakhs as against ' 170.29
Lakhs in the previous year, a growth of 114.37% and a net
profit of ' 76.12 Lakhs as against Profit of ' 75.74 Lakhs in
the previous year, a growth of 0.50 % on a standalone
basis.

Consolidated

During the year under review, the Company has
recorded a turnover of ' 22,095.28 Lakhs as against
' 17,999.80 Lakhs in the previous year, a growth of 22.75%
and a net profit of ' 2,163.06 Lakhs as against Profit of
' 2,263.55 Lakhs in the previous year, a decline of 4.44%
on a consolidated basis.

3. Business Outlook and State of Company's Affairs

The information on business outlook and Company's
affairs and related aspects is provided under
Management Discussion and Analysis report, which
has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and forms part of the
Annual Report.

4. Share Capital

The Authorized Share Capital of the Company is
' 50,00,00,000/- divided into 10,00,00,000 equity shares
face value of ' 5/- each.

The paid-up Equity Share Capital as on March 31, 2025,
was ' 34,07,21,250/- divided into 6,81,44,250 equity shares

face value of ' 5/- each. There is no change in paid-up
share capital of the Company during the year.

During the year under review, the Company has not
issued any shares with differential voting rights nor
granted stock options nor sweat equity.

5. Rights Issue

The Board of Directors of the Company, at its meeting
held on Tuesday, December 17, 2024, approved the
raising of funds through the issuance of equity shares for
an aggregate amount not exceeding ' 44,00,00,000/-
(Rupees Forty-Four Crore Only) on a rights issue basis.
To oversee the process of the proposed rights issue, the
Company has constituted a Rights Issue Committee
comprising Mr. Rama Mohana Rao Bandlamudi,
Mr. Vurakaranam Ramakrishna, and Ms. Deepali
Anantha Rao. The Company has appointed Bonanza
Portfolio Limited as the Lead Manager, Beetal Financial
& Computer Services Private Limited as the Registrar,
and Zenith India Lawyers as the Lead Advisor for the
proposed Rights Issue. As of March 31, 2025, the Rights
Issue process was underway.

6. Deposits

During the period under review, the Company has
not accepted any deposits within the meaning of
Sections 73 and 74 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 and accordingly
no amount on account of principal or interest on public
deposits was outstanding as on March 31, 2025.

7. Dividend

The Board of Directors of the Company, after
considering factors such as elongated working capital
cycle and capex requirement, have not recommended
any dividend for the financial year ended March
31, 2025.

8. Transfer To Reserve

During the year under review, no transfer is proposed
to any reserves and accordingly, the entire balance
available in the statement of profit and loss is retained
in it.

9. Corporate Governance

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements. The Corporate
Governance Report, as required under Regulation 34
read with Schedule V of the Listing Regulations, forms
part of this Annual Report.

The Independent Auditors' Certificate confirming
compliance with Corporate Governance norms is
attached to the Corporate Governance Report.
Further, as required under Regulation 17(8) of the Listing
Regulations, a certificate from the Managing Director
and CFO is also attached to the Corporate Governance
Report.

10. MATERIAL CHANGES AND COMMITMENTS
Affecting the Financial Position of the Company

There are no material changes or commitments
affecting the financial position of the Company which
occurred between the end of the financial year to
which the financial statements relate and the date of
this report, except the following:

a) Scheme of Amalgamation between Sampada
Business Solutions Limited (Transferor Company
of Telangana) with IIRM Holdings India Limited
(Transferee Company of Telangana) has been
approved by Regional Director - South East Region,
Ministry of Corporate Affairs, Hyderabad, vide
letter dated July 22, 2025.

b) The Board in recommendation with the Nomination
& Remuneration Committee, at its meeting held
on January 22, 2025, had approved the proposal
to introduce an IIRM Employee Stock Option
Plan 2025 (ESOP 2025) consisting of 15,00,000
(Fifteen Lakhs) options and IIRM Employee Stock
Purchase Scheme 2025 (ESPS 2025) consisting of
5,00,000 (Five Lakhs only) equity shares, subject
to the approval of shareholders. Which were duly
approved by the shareholders of the Company via
special resolution on April 17, 2025, through postal
ballot, which was passed with requisite majority.

11. Particulars of Loans, Guarantees or Investments

Particulars of loans given, guarantees provided
and investments made by the Company during the
financial year ended March 31, 2025, as required under
the provisions of Section 186 of the Act read with
Companies (Meetings of Board and its Powers) Rules,
2014, are disclosed in the notes to Financial Statements
which may be read as a part of this Report.

12. Details Of Subsidiary/Joint Ventures/Associate
Companies

Sampada Business Solutions Limited, India -
Subsidiary company

As on March 31, 2025, Your Company has one wholly
owned subsidiary, Sampada Business Solutions
Limited. Sampada has been focused on investing in
the Insurance Distribution and allied services in the
emerging markets of South-East Asia and Africa. The
group companies operate in India, Singapore, Sri Lanka,
Maldives, and Kenya. Sampada's entire paid-up share
capital was acquired by IIRM Holdings India Limited in
January 2025, making it wholly owned subsidiary of the
Company.

Amalgamation of Sampada Business Solution
Limited with IIRM Holdings India Limited

The Board of Directors of the Company, at its meeting
held on Wednesday, January 22, 2025, considered and
approved the Scheme of Amalgamation of Sampada
Business Solutions Limited (Formerly known as Sampada
Business Solutions Private Limited) (“Transferor

Company” or “Sampada”) with IIRM Holdings India
Limited (Formerly Known As Sudev Industries Limited)
(“Transferee Company” or “IIRMHIL”) and their respective
Shareholders and Creditors (Under Section 233 of the
Companies Act, 2013), subject to the requisite approvals
and sanction of Central Government through the office
of the Regional Director, South East Region, Ministry
of Corporate Affairs (“RD”) or Registrar of Companies,
Ministry of Corporate Affairs, Telangana, Hyderabad
(“RoC”) or Official Liquidator (“OL”) or such other
competent authority or regulatory body and subject
to the approval of respective shareholders and/or
creditors. The shareholders of the Company approved
the Scheme of Amalgamation via special resolution on
April 17, 2025, through postal ballot, which was passed
with requisite majority.

Scheme of Amalgamation has been approved by
Regional Director - South East Region, Ministry of
Corporate Affairs, Hyderabad, w.e.f. July 21, 2025, vide
letter dated July 22, 2025.

Step-down Subsidiaries

At the end of financial year, the Subsidiary, Sampada
Business Solutions Limited further had following wholly
owned subsidiaries:

1) India Insure Risk Management & Insurance Broking
Services Private Limited, India.

2) IIRM Global Shared Services Private Limited, India
(Formerly known as I Share Business Services
(India) Private Limited)

3) IIRM Wellness Services Private Limited, India
(Formerly known as Evexia Solutions Private
Limited)

4) IIRM Holdings Pte Ltd, Singapore

IIRM Holdings Pte Ltd, Singapore further had
following Subsidiaries & Associate Companies:

i. IIRM Lanka Insurance Brokers Private Limited,
Sri Lanka. (Holding - 83.19%)

ii. IIRM Maldives Insurance Brokers Private
Limited, Maldives. (Holding - 75%)

iii. IIRM Kenya Insurance Brokers Limited, Kenya.
(Holding - 40%)

As per the provisions of Section 129 of the Companies
Act, 2013 read with the Companies (Accounts) Rules,
2014, a statement containing the salient features of
the financial statements of the Subsidiary Companies
along with the changes occurred during the financial
year 2024-25 is provided in Form AOC-1 as Annexure - I.

In accordance with the provisions of the Companies
Act, 2013 and the Rules framed thereunder, the
Balance Sheet, Statement of Profit and Loss and
other documents of the subsidiary companies are
being made available on the website of the Company
at https://www.iirmholdings.in/investor/subsidiarv-

financial-statements .

Associate Company/Joint Venture

During the year under review, the Company does not
have any direct Associates or Joint ventures. However,
Company's step-down subsidiary, IIRM Holdings Pte
Ltd, Singapore, has an associate company named
IIRM Kenya Insurance Brokers Limited, Kenya. Details of
which are provided in Form AOC-1 as Annexure - I to this
Board's Report.

During the year under review no Company has ceased
to be Company's Subsidiary/Joint Venture/Associate.

Consolidated Financial Statements

The consolidated financial statements for the financial
year ended March 31, 2025, are prepared in accordance
with Indian Accounting Standards as per the Companies
(Indian Accounting Standards) Rules, 2015 notified
under section 133 and other relevant provisions of the
Act. As per the provisions of Section 136 of the Act, the
Company has placed separate audited accounts of its
subsidiaries on its website at https://www.iirmholdings.
in/investor/subsidiary-financial-statements/ and a
copy of separate audited financial statements of its
subsidiaries will be provided to shareholders upon their
request.

13. Change In Nature Of Business

There have been no changes in the nature of the
business of the Company during the year under review.

14. Directors And Key Managerial Personnel

As on March 31, 2025, the Company has Eight (8) Directors
with an optimum combination of Executive and Non¬
Executive Directors including one woman director. The
Board comprises Seven (7) Non-Executive Directors, out
of which four (4) are Independent Directors.

The Board received a declaration from all the directors
under section 164 and other applicable provisions, if any,
of the Companies Act, 2013 that none of the directors
of the Company is disqualified under the provisions
of the Companies Act, 2013, ('Act') or under the Listing
Regulations.

i. Appointments, Change in Designation and
Resignations during the year under review:

Directors:

a) Mr. Rahul Chhabra (DIN: 10041446): The Board,
based on the recommendation of the Nomination
and Remuneration Committee, appointed Mr. Rahul
Chhabra as an Independent Director on the Board
of the Company w.e.f. August 15, 2024, and the
approval from the shareholders was sought at the
31^st Annual General Meeting held on September 28,
2024, which was passed with requisite majority.

b) Mr. Yugandhara Rao Sunkara (DIN: 06527762):

Initially, Mr. Yugandhara Rao Sunkara was
appointed as Non-Executive Director and
Independent Director of the Company for a term
of 5 years effective from November 03, 2023, which
was approved by shareholders of the Company via
special resolution on March 7, 2024, through postal
ballot, which was passed with requisite majority.

His directorship as an Independent Director was
compromised after acquisition of Sampada Business
Solutions Limited by the Company in terms of
Regulation 16(1)(b)(vi)(A) of SEBI (LODR) Regulations,
2015 and Section 149(6) of the Companies Act, 2013,
being an executive director/employee of India Insure
Risk Management and Insurance Broking Services
Private Limited, before his change in designation as
Non-Executive Director w.e.f. November 29, 2021, which
became a step-down subsidiary of the Company after
acquisition of Sampada Business Solutions Limited by
the Company on January 18, 2024. Due to such change
in organizational structure, and three financial years
immediately preceding the financial year to such
appointment not being elapsed, his Independency was
compromised.

Accordingly, the Board, based on the recommendation
of the Nomination and Remuneration Committee,
changed designation of Mr. Yugandhara Rao Sunkara
from non-executive independent director to non¬
executive non independent director of the Company
with effect from September 28, 2024, with the approval
from the shareholders was sought at the 31^st Annual
General Meeting held on September 28, 2024, which
was passed with requisite majority.

Since the three financial years immediately preceding
the current financial year have elapsed, the earlier
compromise concerning his in-eligibility to be appointed
as an Independent Director no longer held relevance.
Accordingly, the Board on the recommendation of the
Nomination and Remuneration Committee, changed

designation of Mr. Yugandhara Rao Sunkara again from
a Non-Executive Non-Independent Director to a Non¬
Executive Independent Director of the Company for a
second term of five consecutive years, with effect from
April 23, 2025, which was approved by shareholders of
the Company via special resolution on July 21, 2025,
through postal ballot, which was passed with requisite
majority.

Except for the above, there were no changes in the
Board of Directors of the Company during the year.

Key Managerial Personnel:

a) Mr. Naveen Kumar (M. No. A51220): The Board, based
on the recommendation of the Nomination and
Remuneration Committee, appointed Mr. Naveen
Kumar as the Company Secretary and Compliance
Officer of the Company w.e.f. May 22, 2024.

Except for the above, there were no changes in the Key
Managerial Personnel of the Company during the year.

ii. Re-appointments proposed at the AGM:

a) Ms. Deepali Anantha Rao (DIN: 07774254): In

accordance with the provisions of the Act and the
Articles of Association of the Company, Ms. Deepali
Anantha Rao, Director of the Company, retires
by rotation at the ensuing Annual General
Meeting and being eligible, offers herself for re¬
appointment. The Board of Directors recommends
her re-appointment as a Director, liable to retire by
rotation.

iii. Composition of Board:

The Composition of Board of Directors as on March 31, 2025, is as follows:

* W.e.f April23, 2025category changed from Non- Executive- Non independent Director to Non - Executive independent Director.

iv. Key Managerial Personnels:

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial

Personnel (KMP) as of March 31 2095-

15. Meetings Of The Board Of Directors

During the year under review, The Board of Directors of
the Company met 6 (Six) times on May 22, 2024, July
29, 2024, October 29, 2024, December 17, 2024, January
22, 2025, and March 3, 2025. The maximum interval
between any two meetings did not exceed 120 days, as
prescribed under the Act. The details of the meetings
are provided in the Corporate Governance Report,
which forms a part of this annual report.

16. Committees Of The Board

As on March 31, 2025, pursuant to the requirement
under the Act and the Listing Regulations, the Board of
Directors had the following Committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders' Relationship Committee;

d) Rights Issue Committee.

The composition, terms of reference of the Committees
and number of meetings held during the year are
provided in the Corporate Governance Report, which
forms a part of this annual report. The details of the
meetings of committees are provided in the Corporate
Governance Report, which forms a part of this annual
report.

During the year, all the recommendations made by
the Board Committees, including the Audit Committee,
were accepted by the Board.

17. Meeting Of Independent Directors

Meeting of the Independent Directors without the
presence of Non- Independent Directors and members
of Management was duly held on March 29, 2025,
where the Independent Directors inter alia evaluated
the performance of Non-Independent Directors
and the Board of Directors as a whole, reviewed
the performance of Chairperson of the Board and
assessed the quality, quantity and timeliness of the
flow of information between the Management of the
Company and the Board of Directors.

18. Familiarization Program For Independent
Directors

The Company has instituted a structured program
to familiarize its Independent Directors with the
organization, its operations, and senior management.
During the year under review, Independent Directors
were provided with detailed insights into the Company's
business and management practices.

Periodic presentations were made at Board meetings
to apprise Directors about the Company's business
operations and performance, key challenges faced
and anticipated, future business plans, including
budgets and strategic outlook, relevant regulatory and
legal updates.

In accordance with Regulation 25(7) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the details of the familiarization program for
Independent Directors are available on the Company's
website at https://www.iirmholdings.in/content
images/reports/Familiarization%20Program%20to%20
Independent%20Directors.pdf.

19. Criteria For Determining Qualifications, Positive
Attributes And Independence Of A Director

The Nomination and Remuneration Committee has
formulated the criteria for determining qualifications,
positive attributes and independence of Directors in
terms of provisions of Section 178 (3) of the Companies
Act 2013 Act and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Independence: In accordance with the above criteria, a
Director will be considered as an 'Independent Director'
if he/she meet with the criteria for 'Independent
Director' as laid down in the Companies Act, 2013, and
SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015.

Qualifications: A transparent Board nomination
process is in place that encourages diversity of thought,
experience, knowledge, perspective, age and gender.
It is also ensured that the Board has an appropriate
blend of functional and industry expertise. While
recommending the appointment of a Director, the

Nomination and Remuneration Committee considers
the manner in which the function and domain expertise
of the individual will contribute to the overall skill-
domain mix of the Board.

Positive Attributes: In addition to the duties as
prescribed under the Companies Act 2013, the Directors
on the Board of the Company are also expected to
demonstrate high standards of ethical behavior, strong
interpersonal and communication skills and soundness
of judgment. Independent Directors are also expected
to abide by the 'Code for Independent Directors' as
outlined in Schedule IV to the Companies Act 2013.

Terms and Conditions of Appointment of Independent
Directors is available on the Company's website
at

reports/Terms%20and%20Conditions%20of%20

Appointment%20of%20IDs.pdf.

20. Declaration From Independent Directors

All Independent Directors have submitted requisite
declarations confirming that they continue to meet
the criteria of independence as provided in Section
149(6) of the Act and Regulation 16(1) (b) of the Listing
Regulations. Based on the declarations submitted
by the Independent Directors, Board is of the opinion
that the Independent Directors fulfil the conditions
specified in the Act and Listing Regulations and are
independent of the Management. Independent
Directors have also confirmed of having complied with
Rule 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, by
including/registering their names in the data bank of
Independent Directors maintained with Indian Institute
of Corporate Affairs.

In the opinion of the Board, all the Independent Directors
have the integrity, expertise and experience, including
the proficiency required to effectively discharge their
roles and responsibilities in directing and guiding the
affairs of the Company.

21. Annual Evaluation Of Board Performance And
Performance Of Its Committees And Of Directors

Pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried

out an annual evaluation of its own performance,
the directors individually as well as the evaluation
of the working of its Audit Committee, Nomination &
Remuneration Committee and other Committees.

Board evaluated the effectiveness of its functioning
and that of Committees and of Individual Directors
by seeking their inputs on various aspects of Board/
Committee Governance. Aspects covered in the
evaluation included criteria of corporate governance
practices, role played by the Board in decision making,
evaluating strategic proposals, discussing annual
budgets, assessing adequacy of internal controls,
review of risk Management procedures, participation
in the long-term strategic planning, the fulfilment of
Directors' obligations and fiduciary responsibilities and
active participation at Board and Committee meetings.
Performance evaluation was made on the basis of
structured questionnaire considering the indicative
criteria as prescribed by the Evaluation Policy of the
Company. The Framework for Directors performance
evaluation can be accessed on the website of the
Company at https://www.iirmholdings.in/content
images/reports/14Apr2025/Corporate Governance
Policies/Framework%20for%20Directors%20
performance%20evaluation.pdf. In a separate meeting
of the Independent Directors held on March 29, 2025,
the performance of the Non-Independent Directors,
the Board as a whole and Chairman of the Board were
evaluated.

22. Auditors & Auditors Report
Statutory Auditors and their report
M/s. Seshachalam & Co., Chartered Accountants (Firm
Registration No. 003714S), were appointed as Statutory
Auditors of the Company in the 30^th Annual General
Meeting of the Company held on September 28, 2023
for a period of five (5) years from the conclusion of the
30^th Annual General Meeting till the conclusion of the
35^th Annual General Meeting of the Company to be
held in the year 2028.

The Statutory Audit Report (Standalone & Consolidated)
for the financial year ended on March 31, 2025, is part of
this Annual Report. The Audit Committee and the Board
has duly reviewed the Statutory Auditor's Report on the
Accounts for the year ended March 31, 2025, and has
noted that the same does not have any reservation,
qualification or adverse remarks.

Secretarial Auditors and their report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed CS
P V S Ramanjaneyulu, Proprietor of SPV & Company, Company Secretaries, Hyderabad (C.P No: 22999, PR Certificate
No.: 2593/2022) to undertake the Secretarial Audit of the Company for the year ended March 31, 2025, and their
report in Form MR-3 is annexed to this Report as Annexure - II. There are no qualifications, reservations, adverse
remarks or disclaimer in the said report except the following:

The Audit Committee and the Board has duly taken
note of the observations made by the Secretarial
Auditor in their report. The Board discussed the same in
detail and has advised the management to implement
appropriate checks and controls to address the
areas highlighted. Further, the Board has emphasized
the need to strengthen internal monitoring and
compliance mechanisms so as to minimize the chances
of recurrence in the future. The Company remains
committed to adopting best governance practices
and ensuring continued compliance with all applicable
laws and regulations.

The Secretarial Audit Reports of Sampada Business
Solutions Limited, India Insure Risk Management
and Insurance Broking Services Private Limited
and IIRM Global Shared Services Private Limited
(material unlisted wholly-owned subsidiary/step-
down subsidiary companies in India) issued by CS
P V S Ramanjaneyulu, Proprietor of SPV & Company,
Company Secretaries, Hyderabad (C.P No: 22999, PR
Certificate No.: 2593/2022) in form MR-3 are enclosed
to this Report as Annexure - NI(a), 111(b) and NI(c).

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel)Rules, 2014 read with Regulation 24A of
the SEBI (LODR) Regulations, 2015, as amended, the
Board, subject to the approval of the Shareholders, has
appointed Mr. Hemang Satra, Proprietor of Hemang
Satra & Associates, Company Secretaries, Mumbai,
(COP: 24235 and PRC: 5684/2024), to undertake the
Secretarial Audit of the Company for a period of five
consecutive years i.e., from FY 2025-26 till FY 2029-30.

Internal Auditors

The Company has appointed M/s PS Reddy &
Associates, Chartered accountants, Hyderabad as the

internal auditors for the financial year ended March
31, 2025, the Internal Auditors of the Company duly
represented before the Audit Committee from time to
time and have conducted internal audit and submitted
their reports to the Audit Committee of the Company.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013
read with Rule 6 of Companies (Cost Records and Audit)
Rules, 2014, for the business activities carried out by the
Company, the Company is not required to maintain
cost records and appoint cost auditor for the financial
year ended March 31, 2025.

23. FRAUDS REPORTED BY STATUTORY AUDITORS

During the financial year ended March 31, 2025, the
Auditors have not reported any matter under Section
143(12) of the Companies Act, 2013, therefore no detail is
required to be disclosed under Section 134(3) (ca) of the
Companies Act, 2013.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND
THEIR ADEQUACY

The Board has adopted policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of the
accounting records, and timely preparation of reliable
financial disclosures.

The Company has implemented adequate procedures
and internal control systems which provide reasonable
assurance regarding reliability of financial reporting
and preparation of financial statements. This internal
control system is supplemented by an extensive
program of internal and external audits, as well as
periodic reviews by management.

The Company has appointed Internal Auditors to
examine the internal controls and verify whether the
workflow of the organization is in accordance with the
approved policies of the Company. Internal Financial
Controls were reviewed by the Audit Committee.
Further, the Board also reviews effectiveness of the
Company's internal control system and the Statutory
Auditors of the Company also carried out audit of
Internal Financial Controls over Financial Reporting
of the Company as on March 31,2025 and issued their

report which forms part of the Independent Auditor's
report.

The Statutory Auditors and the Internal Auditors are,
inter alia, invited to attend the Audit Committee
Meetings and present their observations on adequacy
of Internal Financial Controls and the steps required to
bridge gaps, if any. Accordingly, the Audit Committee
makes observations and recommendations to the
Board of Directors of your Company.

25. Vigil Mechanism/Whistle Blower Policy

The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of
business operations. To maintain these standards,
the Company encourages its employees who have
concerns about suspected misconduct to come forward
and express these concerns without fear of punishment
or unfair treatment. The Company has adopted a
Whistle Blower policy to establish a vigil mechanism
for directors and employees to report concerns about
unethical behaviour, actual or suspected fraud or
violation of the Codes of conduct or ethics policy. The
Whistle Blower Policy has been placed on website of
the Company at https://www.iirmholdings.in/content
images/reports/14Apr2025/Corporate Governance
Policies/VIGIL%20MECHANISM%20%20WHISTLE%20
BLOWER%20MECHANISM%20POLICY.pdf.

26. Policy For Determining Material Subsidiaries

The Board of Directors of the Company has, in
accordance with the Listing Regulations, approved and
adopted a Policy for determining material subsidiaries
and the said policy as uploaded on the website of the
Company at https://www.iirmholdings.in/content
images/reports/14Apr2025/Corporate Governance
Policies/POLICY%20FOR%20DETERMINING%20
MATERIAL%20SUBSIDIARIES.pdf.

27. Prevention Of Insider Trading And Code Of Fair
Disclosure

The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate
trading in securities by designated persons of the
Company. The Code requires preclearance for dealing
in the Company's shares and prohibits the purchase
or sale of Company shares by the designated persons
while in possession of unpublished price sensitive
information in relation to the Company and during
the period when the trading window is closed. The
Board is responsible for the implementation of the
Code of Conduct for Prevention of Insider Trading. All
Directors and the designated persons have confirmed
compliance with the Code and a copy of the Code of
Conduct for Prevention of Insider Trading is available
on company's website at https://www.iirmholdings.
in/content images/reports/14Apr2025/Corporate
Governance Policies/CoC%20for%20Prohibition%20
of%20Insider%20Trading 22Jan2025.pdf.

Further, the Board has also formulated code of Practices
and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (“Fair Disclosure Code”) for
fair disclosure of events and occurrences that could
impact price discovery in the market for the Company's
securities and to maintain the uniformity, transparency
and fairness in dealings with all stakeholders and
ensure adherence to applicable laws and regulations.
The copy of the same is available on the website of
the Company in the Investor section at https://www.
iirmholdings.in/content images/reports/14Apr2025/
Corporate Governance Policies/Code%20of%20
Fair%20Disclosure%20of%20UPSI.pdf.

Mr. Vurakaranam Ramakrishna is appointed as
Compliance Officer under Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015 by Board w.e.f. May 22, 2025.

28. SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards,

i.e. SS-1 and SS-2, relating to Meetings of the Board of
Directors and General Meetings, issued by the Institute
of Company Secretaries of India.

29. Credit Rating

The Company has not obtained ratings from any credit
rating agency during the financial year 2024-25.

30.Insurance

The properties and assets of the Company are
adequately insured.

Directors’ and Officers’ Insurance (‘D & O’)

In compliance with Regulation 25(10) of the SEBI Listing
Regulations, the Company has in place Directors' and
Officers' (D&O) insurance to cover members of the Board,
including Independent Directors, for such risks and
amounts as determined by the Board. This insurance
provides protection to directors against personal
liability, in accordance with applicable laws, when they
act in good faith, discharge their fiduciary duties, and
operate in the best interests of the Company.

31. Employee Stock Option Plan

The Company do not have implemented any Employee
Benefit Schemes/Plans as at the end of the financial
year 2024-25.

However, the Board in recommendation with the
Nomination & Remuneration Committee, at its meeting
held on January 22, 2025, had approved the proposal
to introduce an IIRM Employee Stock Option Plan 2025
(ESOP 2025) and IIRM Employee Stock Purchase Scheme
2025 (ESPS 2025), subject to the approval of shareholders.
Which were duly approved by the shareholders of the
Company via special resolution on April 17, 2025, through
postal ballot, which was passed with requisite majority.
These Schemes/Plans are available on the website of
the Company at https://www.iirmholdings.in/investor/
emplovee-benefit-schemes .

32. Significant And Material Orders Passed By The
Regulators Or Court Or Tribunals Impacting The
Going Concern Status And Company's Operation In
Future

During the year under review, no significant or material
orders were passed by any Regulators, Courts, or
Tribunals that could affect the Company's going
concern status or its future operations.

33. Conservation Of Energy And Technology
Absorption

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014
is annexed herewith and forms part of this Report as
Annexure - IV.

34. Risk Management

The Company has an established and structured
process for addressing risks that may impact its
operations. Risk evaluation and management form
an integral and ongoing part of the organizational
framework. The Company has in place a comprehensive
risk management system designed to identify, assess,
monitor, and mitigate potential risks, while also enabling
the identification of emerging business opportunities.
Risks are assessed and prioritized on the basis of
severity, likelihood of occurrence, and adequacy of
existing controls. Senior management periodically
reviews these risks to ensure effective oversight and
timely mitigation.

The provisions of Regulation 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, requiring constitution of Risk Management
Committee by the top1000 listed entities and high value
debt listed entity, are not applicable to the Company.

35. Particulars Of Employees

Disclosure pertaining to remuneration and other detail
as required under Section 197(12) of the Act read with
Rule 5(1), 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
is attached as Annexure - V.

36. Company's Policy On Directors' Appointment And
Remuneration

The Company framed a policy for selection and
appointment of Directors, Senior Management and
their remuneration. Nomination and Remuneration
Committee works with the Board to determine the
appropriate characteristics, skills and experience for
the Board as a whole and its individual members with an
objective of having a Board with diverse backgrounds
and experience. Characteristics expected from all
Directors include independence, integrity, high personal
and professional ethics, sound business judgment,

ability to participate constructively in deliberations and
willingness to exercise authority in a collective manner.

The Nomination and Remuneration Policy of the
Company is placed on the website of the Company
at

reports/14Apr2025/Corporate Governance Policies/
NRC%20Policy.pdf.

The salient features of this policy are:

i. This Policy sets out the guiding principles for
the Human Resources and Nomination and
Remuneration Committee for recommending to
the Board the remuneration of the directors, key
managerial personnel and other employees of the
Company.

ii. It lays down the parameters based on which
payment of remuneration (including sitting fees
and remuneration) should be made to Non¬
Executive Directors.

iii. It lays down the parameters based on which
remuneration (including fixed salary, benefits
and perquisites, commission, retirement benefits)
should be given to Whole-time Directors, KMPs and
rest of the employees.

Criteria for making payments to non-executive
directors is placed on the website of the Company
at

reports/14Apr2025/Corporate Governance Policies/
CRITERIA%20FOR%20MAKING%20PAYMENT%20TO%20
NON-EXECUTIVE%20DIRECTORS.pdf.

37. Particulars Of Contracts Or Arrangements Made
With Related Parties

All contracts, arrangements and transactions entered
by the Company with related parties during the
financial year 2024-25 were in the ordinary course
of business and on an arm's length basis. During the
year, the Company did not enter into any transaction,
contract or arrangement with related parties, which
could be considered material, in accordance with
the Company's Policy on dealing with Related Party
Transactions ("RPT Policy"). Accordingly, the disclosure
of related party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable.

During the year under review, all related party
transactions entered into by the Company were
approved by the Audit Committee. Prior omnibus
approval of the Audit Committee is obtained for the
transactions which are foreseen and are repetitive in
nature.

As required under the Indian Accounting Standards,
related party transactions are disclosed in Notes to the
Company's financial statements for the financial year
ended March 31, 2025.

In accordance with the requirements of the Listing
Regulations, the Company has adopted a Policy
on Materiality of and dealing with Related Party
Transactions and the same has been placed on the
website of the Company at https://www.iirmholdings.
in/content images/reports/14Apr2025/Corporate
Governance Policies/Policy%20on%20Related%20
Party%20Transactions.pdf.

38. Corporate Social Responsibility

The provision of Section 135 of the Companies Act,
2013 regarding Corporate Social Responsibility shall
not be applicable to companies having net worth not
exceeding ? 500 Cr or turnover not exceeding ? 1,000
Cr or net profit not exceeding ? 5 Cr or more during
any financial year, as on the last date of the previous
financial year. In this connection, we wish to inform you
that in respect of our Company as on the last audited
balance sheet as of March 31, 2025, neither the net
worth exceeds ?500 Cr nor turnover exceeds ?1,000 Cr
nor net profit exceeding ? 5 Cr. Hence, the provisions
of Companies Act, 2013 regarding Corporate Social
Responsibility would not be applicable during the
financial year 2024-25.

39. Extract Of Annual Return

In accordance with Sections 134(3)(a) and 92(3) of the
Act, the annual return in form MGT-7 is placed on the
website of the Company https://www.iirmholdings.in/
content images/reports/Annual%20Return%202024-
25.pdf

40. Transfer Of Amounts To Investor Education And
Protection Fund

The Company did not have any fund lying unpaid or
unclaimed for a period of last seven years. Therefore,
no funds are required to be transferred to Investor
Education and Protection Fund (IEPF).

41. Management Discussion And Analysis

As required by Regulation 34(2)(e) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis Report
is enclosed as a part of this report.

42. Business Responsibility & Sustainability Report

The Provision of Regulation 34 of the SEBI(LODR)
Regulations, 2015 for requirement of preparing the
Business Responsibility and Sustainability are not
applicable to the Company for the financial year
2024-25.

43. Revision Made In Financial Statements/Board's
Report

The Company has not revised the Financial Statements
or Board's Report in respect of any of the three
preceding financial years.

44. Political Contributions

During the period under reveiw, the Company did not
make any political contributions. We remain committed
to maintaining neutrality and ensuring full compliance
with all applicable legal and regulatory requirements.

45. Code Of Conduct

In compliance with Regulation 17(5) of the Listing
Regulations, the Board of Directors have framed and
adopted Code of Conduct for Directors and Senior
Management (“the Code”). The Code provides guidance
on ethical conduct of business and compliance of
law. The Code is available on the Company's website
at

reports/14Apr2025/Corporate Governance Policies/
C0DE%200F%20C0NDUCT%20F0R%20DIRECT0RS%20
AND%20THE%20SENI0R%20MANAGEMENT%20TEAM.
pdf.

All Members of the Board and Senior Management
personnel have affirmed the compliance with the
Code as on March 31, 2025. A declaration to this effect,
signed by the Managing Director in terms of the Listing
Regulations, is given in the Corporate Governance
Report forming part of this Annual Report.

46. Maternity Benefit Act Compliance

The Company has duly complied with the provisions
of the Maternity Benefit Act, 1961 and rules made
thereunder. All eligible women employees are extended
maternity and related benefits as prescribed by law.
The Company continues to uphold its commitment
towards providing a safe, inclusive, and supportive work
environment, in line with applicable labour and welfare
legislations.

47. Prevention Of Sexual Harassment At Workplace

The Company has zero tolerance for sexual harassment
at workplace and has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the
Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made
there under. The Policy aims to provide protection to
employees at the workplace and prevent and redress
complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of
providing a safe working environment, where employees
feel secure. The Company has also constituted
an Internal Complaints Committee, known as the
Prevention of Sexual Harassment (P0SH) Committee,
to inquire into complaints of sexual harassment and
recommend appropriate action.

During the year under review no complaint of sexual
harassment was raised. The Company is committed to
providing a healthy environment for all its employees
conducive to work without the fear of prejudice
and gender bias. Further details are provided in the

Corporate Governance Report, which forms part of this
Annual Report.

48. Disclosure Related To Insolvency And Bankruptcy
Code, 2016 And One Time Settlement

The Company affirms that for the year ended on March
31, 2025, there were no proceedings, either filed by the
Company or against the Company pending under
the Insolvency and Bankruptcy Code, 2016, before the
National Company Law Tribunal or any other court.
There was no instance of one-time settlement with any
bank or financial institution.

49. Listing Status

The Company's equity shares are listed on BSE
Limited (“BSE”) and The Calcutta Stock Exchange
Limited (“CSE”). At present, trading in the Company's
shares remains suspended on CSE. The Company is in
the process of seeking revocation of the suspension,
followed by delisting from CSE. The listing fees have
been duly paid to the stock exchanges, along with
the annual custody fees to National Securities
Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) for the financial year
ended March 31, 2025.

50. Directors Responsibility Statement

Your Directors, to the best of their knowledge and belief
and according to the information and explanation
obtained by them, make the following statement in
terms of clause (c) of sub-section (3) of Section 134 of
Companies Act 2013 that:

a) In the preparation of the annual accounts for
the financial year ended on March 31, 2025, the
applicable accounting standards had been

followed along with proper explanation relating to
material departures.

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 as of March 31,
2025, and of the profit and loss of the Company for
that period;

c) The directors had taken proper and sufficient care
for the maintenance of adequate accounting
records in and detecting fraud and other
irregularities;

d) The directors had prepared the annual accounts
on a going concern basis;

e) The directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively.

f) 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

51. Acknowledgement

Your Board of Directors thank the Company's bankers/
financial institutions, creditors, stock exchanges, RTA,
the shareholders and all other stakeholders for the
continued support and co-operation and assistance
extended by them to the Company and look forward
for their continued support.

On behalf of the Board
IIRM Holdings India Limited

(Formerly known as Sudev Industries Limited)

Sd/- Sd/-

Rama Mohana Rao Bandlamudi Vurakaranam Ramakrishna

Place: Hyderabad, Non-Executive Non-Independent Director Chairman & Managing Director

Date: July 31, 2025 DIN: 00285798 DIN: 00700881