Directors Report of IIRM Holdings India Ltd.

Mar 31, 2025

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:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	365.00	170.29	21,945.02	17,782.64
Other income	0.05	-	150.27	217.16
Total Income	365.05	170.29	22,095.28	17,999.80
Employee Benefit Expenses	112.36	10.23	13,773.75	10,381.86
Depreciation & Amortization Expense	1.43	0.34	1257.91	1,192.45
Finance Cost	0.66	0.19	281.70	297.75
Other Expenses	69.78	61.83	3,615.60	2,962.94
Total Expenses	184.24	72.60	18,928.96	14,835.00
Profit/(Loss) Before Tax and extraordinary items	180.82	97.69	3,166.33	3,164.81
Extraordinary items	-	-	110.94	-
Profit/(Loss) Before Tax	180.82	97.69	3,055.39	3,164.81
Tax Expense	104.71	21.95	892.34	901.26
Net Profit (Loss) after Tax	76.12	75.74	2,163.06	2,263.55
Other Comprehensive income	-	-	(22.76)	(19.75)
Other Comprehensive income for the year, net of tax	76.12	75.74	2,140.30	2,243.80
EPS (Basic & Diluted)	0.11	0.43	3.17	12.91

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:

Sr. No.	DIN	Name	Category	Designation
1	00700881	Mr. Vurakaranam Ramakrishna	Executive Director	Chairperson & Managing Director
2	03055480	Mr. Venkata Ramudu Jasthi	Non-Executive - Independent Director	Independent Director
3	06527762	Mr. Yugandhara Rao Sunkara*	Non-Executive - Non Independent Director	Director
4	00285798	Mr. Rama Mohana Rao Bandlamudi	Non-Executive - Non Independent Director	Director
5	00036188	Mr. Srikant Sastri	Non-Executive - Independent Director	Independent Director
6	06622222	Mr. Guru Venkata Subbaraya Sharma Varanasi	Non-Executive - Independent Director	Independent Director
7	07774254	Ms. Deepali Anantha Rao	Non-Executive - Non Independent Director	Director
8	10041446	Mr. Rahul Chhabra	Non-Executive - Independent Director	Independent Director

* 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-

Sr. No.	Name	Designation
1.	Mr. Vurakaranam Ramakrishna	Chairman & Managing Director
2.	Mr. Apparao Ryali	Chief Financial Officer
3.	Mr. Naveen Kumar	Company Secretary and Compliance Officer

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:

Sr. No.	Details of Violation	Observations/Remarks of the Practicing Company Secretary (PCS)	Remarks by Management
1.	Delay in appointment of Company Secretary as the Compliance Officer	The Company failed to appoint Company Secretary and Compliance officer within timeline.	The fine as levied was duly paid by the Company.
2.	The Company did not appoint half of the board of directors as independent directors till August 14, 2024.	Mr. Yugandhara Rao Sunkara was appointed as Non-Executive Director and Independent Director of the Company effective from November 3, 2023. His directorship as an Independent Director is compromised on acquisition of Sampada Business Solutions Limited by the Company after January 18, 2024, in terms of Regulation 16(1)(b)(vi)(A) of SEBI (LODR) Regulation 2015 and section 149(6) of the Companies Act, 2013. Due to which, the requirement of having half of the board of directors as independent directors was not met within the prescribed time limit i.e. July 17, 2024. However, the said requirement was complied on Aug 15, 2024.	Due to the acquisition of Sampada Business Solutions Limited by the Company, Mr. Yugandhara Rao Sunkara''s directorship was compromised. The Company made efforts to identify a suitable candidate for the role of Independent Director and subsequently appointed Mr. Rahul Chabra, who happens to be an IFS officer and a former Ambassador serving the MEA, GoI. The Company''s Board was duly constituted in compliance with regulatory requirements on August 15, 2024.
3.	Related Party Transactions - Disclosures made to Stock Exchange were incomplete.	It was observed that during the review period, step down subsidiaries of the Company (Sampada Business Solutions Limited -Direct Subsidiary; India Insure Risk Management and Insurance Broking Services Private Limited-Step Down Subsidiary, IIRM Global Shared Services Private Limited-Step Down Subsidiary, IIRM Holdings PTE. LTD. Singapore-Step- Down Subsidiary, IIRM Wellness Services Private Limited-Step-Down Subsidiary, IIRM Lanka Insurance Brokers Private Limited, Sri Lanka- Step-Down Subsidiary, IIRM Maldives Insurance Brokers Private Limited, Maldives- Step-Down Subsidiary) entered into certain transactions and the disclosures filed with BSE in relation to these transactions were incomplete.	The transactions as mentioned were related to the step- down subsidiaries; however, compliance was ensured at the level of the direct subsidiary.
4.	Non appointment of Independent Director on the Board of unlisted material subsidiaries	It has been observed that an Independent Director of the Listed Company was not appointed on the Board of an unlisted material subsidiaries India Insure Risk Management and Insurance Broking Services Private Limited and IIRM Global Shared Services Private Limited.	Mr. Yugandhara Rao Sunkara has been appointed as an Independent Director of the Company with effect from April 23, 2025, subject to shareholders'' approval. He is already serving as a director on the Board of India Insure Risk Management and Insurance Broking Services Private Limited, and the said appointment for other material companies are in the process of being completed.

Sr. No.	Details of Violation	Observations/Remarks of the Practicing	Remarks by Management
		Company Secretary (PCS)
5.	Delay in filing the	The change in designation of	The	intimation of change in
	intimation regarding the	Mr. Yugandhara Rao Sunkara from	designation was informed to the
	change in designation	Independent Director to Non-Executive	stock exchange with a delay
	of Mr. Yugandhara	Non-Independent Director was approved	due to technical glitches in the
	Rao Sunkara from	by the Board of Directors on September	system.
	Independent Director	02, 2024; however, the said change was
	to Non-Executive Non-	not intimated to the Stock Exchanges
	Independent Director.	within the prescribed timeline.
6.	Delay in filing Disclosure	i. It was observed that the Company	i.	The Company informed
	of events or information.	disclosed information regarding the		to the stock exchange
		change in the RO on 28/09/2023 and		within the timeline about
		received an order from the RD for the		the change of registered
		shift of the RO from Uttar Pradesh		officer upon receipt of final
		to Telangana on 05/07/2024. This		certificate of change of
		ongoing process was not disclosed		registered office from the
		to the SE.		ROC - Telangana.
		ii. The Promoter of the Company	ii.	The matter was at the
		received a settlement order from		personal level of the
		SEBI on 31/01/2025. However, the		promoter and in no way
		Company failed to disclose the		relevant to the Company.
		same to the SE.		The Resolution of the matter
		iii. The Company has received few penalties and subsequently paid; however, closure of the penalties has not been informed to stock		was for the Promoter of the Company in his personal capacity and there is no impact of whatsoever nature of the same on the Company.
		exchange.
		iv. The Company approved the ESOP and ESPS but the required format was not followed while submitting with Stock Exchange.	iii.	The Company informed to the stock exchange upon receipt of the penalties and settled the non-compliance by paying the said penalties.
			iv.	The Company has covered the requirements in the filing made to stock exchange.
7.	SEBI Warning Letter -	There have been delays in the submission	The	Company addressed the
	There have been delays	of requisite filings and instances of	non-compliance by notifying the
	in the submission of	incomplete or inadequate disclosures	stock exchange, and the issue
	requisite filings and	made to the Stock Exchange. The	has now been resolved.
	instances of incomplete	Company failed to submit a timely
	or inadequate	intimation to the Stock Exchange
	disclosures made to the	regarding the issuance of the warning
	Stock Exchange.	letter.
8.	Delay in disclosure	The promoter''s reclassification to public,	The	Company has filed the
		post open offer, was not filed with the	application for reclassification
		stock exchange within 24 hours.	to the stock exchange and the current status is “Case is under process with Listing Operation team”
9.	According to the financial	The Company yet to respond to the	This	was before the new
	results submitted by	query raised by the BSE.	promoters took over the
	the Company for the		Company from the previous
	quarter ended March,		promoters and accordingly it is
	2023, Company is		a matter of legacy. The response
	hereby requested to		on	the same lines is being
	provide valid peer review		addressed to BSE.
	certificate as per Reg 33(1)(d) of SEBI LODR.

Sr. No.	Details of Violation	Observations/Remarks of the Practicing Company Secretary (PCS)	Remarks by Management
10	Delay in submission of the financial results within the period prescribed time line under this regulation	Delay in submission of the consolidated cash flow statement within the period prescribed timeline.	The non-compliance has been regularised by filing consolidated cash flow statement on July 29, 2024.
11.	Encumbrance details not disclosed for certain promoters	It was observed that Disclosure made by all promoters except Ms. Agarwal Anupma and Ms. Agarwal Indu Bala.	The company did not receive the disclosures from Ms. Agarwal Anupma and Ms. Agarwal Indu Bala.
12.	CSE - Delay in filings/ Non-filing	The Company is suspended on the Calcutta Stock Exchange Limited (CSE) and imposed penalties and subsequently the said panties has been paid by the Company.	The Company is in the process to get the suspension revoked followed by delisting from CSE.

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

---

Mar 31, 2024

The Board of Directors are pleased to present herewith the 31^st 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, 2024.

1 FINANCIAL RESULTS:

The highlights of the Financial Results are as under:			('' in Lakhs	- except EPS)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	170.29	91.11	17,999.80	NA
Employee Benefit Expenses	10.23	4.67	10,381.86	NA
Depreciation & Amortization Expense	0.34	0.00	1,192.45	NA
Finance Cost	0.19	0.02	297.75	NA
Other Expenses	61.83	68.26	2,962.94	NA
Total Expenses	72.60	72.96	14,835.00	NA
Profit/(Loss) Before Tax	97.69	18.15	3,164.81	NA
Tax Expense	21.95	3.50	901.26	NA
Net Profit (Loss) after Tax	75.74	14.65	2,263.55	NA
EPS (Basic & Diluted)	0.43	0.53	12.91	NA
The financial statements for the financial year 2023-24 have been prepared Accounting Standards.		in compliance with the applicable Indian

Standalone

During the year under review, the Company has recorded a turnover of '' 170.29 Lakhs as against '' 91.11 Lakhs in the previous year, a growth of 86.91% and a net profit of '' 75.74 Lakhs as against '' 14.65 Lakhs in the previous year, a growth of 417.00% on a standalone basis. The Company has recorded an impressive growth.

Consolidated

During the year under review, the acquired Sampada Business Solutions Limited and prepared consolidated financial statements, the Company has recorded a turnover of '' 17,999.80 Lakhs and a net profit of '' 2,263.55 Lakhs on a consolidated basis.

2. 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.

3. CHANGE IN NATURE OF BUSINESS:

During the financial year 2023-24, the Company changed if main object clause in its Memorandum of Association by passing special resolution in 30^th Annual General Meeting held on September 28, 2023 as under:

1. To carry on the business of consultants in all fields, including the business of legal, industrial, business management, manpower, HR, to recruit people for all types of posts in all types of industries or offices, acting as consultants in the areas of IT, financial services, cost accounting, recruitment, personnel management and to give advisory services on the financial systems, tax planning, and to make representations before any body corporate, authority, corporations, firm, person or association of persons in any field in which help may be required, and to charge fees for such advice and help, whether in India or abroad.

2. To carry on the business, whether in India or outside, of making investments in group/associates companies in the form of equity/preference shares, bonds, debentures, debt, loans or securities and providing guarantees, other forms of collateral, or taking on other contingent liabilities, on behalf of or for the benefit of, any group companies

4. MATERIAL CHANGES AND COMMITMENTS:

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.

5. 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 as compared to '' 50,00,00,000/-divided into 5,00,00,000 equity shares face value of '' 10/- each. During the year the Company split its equity shares of '' 10/- each into two (2) equity shares of face value '' 5/- each.

The paid-up Equity Share Capital as on March 31, 2023, was '' 2,78,81,750/- divided into 27,88,175 equity shares face value of '' 10/- each.

On April 12, 2023, the Company allotted 14,25,125 fully paid-up equity shares of face value of '' 10.00 each, to Mr. Vurakaranam Rama Krishna in lieu of 14,25,125 forfeited Equity Shares, at a price of '' 10.00 each, aggregating to amount of '' 1,42,51,250.

On, January 18, 2024, The Company allotted 5,97,17,650 equity shares face value of '' 5/- each on a preferential basis to the shareholders of Sampada Business Solutions Limited on a share swap basis for acquisition of Sampada Business Solutions Limited.

The paid-up Equity Share Capital as on March 31, 2024, was '' 34,07,21,250/- divided into 6,81,44,250 equity shares face value of '' 5/- each.

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

6. DEPOSITS:

During the year, the Company has not accepted any deposits under the Companies Act, 2013.

7. DIVIDEND:

The Board has decided not to recommend any dividend for the year ended March 31, 2024.

8. DEMATERIALIZATION OF EQUITY SHARES:

The Company''s equity shares are listed on BSE Limited and available for trading in both Depositories that is National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). International Security Identification Number (ISIN) allotted by NSDL and CDSL to the Company is INE670C01026. The Dematerialization status of the Company as on March 31, 2024 is as under:

Particulars	No. of Shares @ '' 5/- each	Percentage
Electronic Mode
NSDL	6,31,08,071	92.61
CDSL	50,36,139	7.39
Physical Mode	0	0
Total	6,81,44,250	100.00

9. TRANSFER TO RESERVE:

The closing balance of the retained earnings of the Company for the financial year 2023-24, after all appropriations and adjustments, was '' (302.47) Lakhs.

10. CORPORATE GOVERNANCE:

Since the Company was having paid-up capital and net worth less than the threshold provided under Regulation 15(2) of SEBI LODR Regulations till January 18, 2024, the Provisions of Corporate Governance were not applicable to the Company during the year. Further in term of the first proviso to the said regulation, the Company is required to ensure compliance within six months of such date. Hence, the Company is not required to address Reports on Corporate Governance, certificate/s from either the auditors or practicing Company secretaries regarding compliance of conditions of corporate governance for the year ended March 31, 2024.

11 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Standalone Financial Statements.

12. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has policy for Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL The Composition of Board of Directors as on March 31, 2024, is as follows:
Sr. No.	DIN	Name	Category	Designation
1.	00700881	Vurakaranam Rama Krishna	Executive	Chairman & Managing Director
2.	03055480	Venkata Ramudu Jasthi	Independent	Independent Director
3.	06622222	Guru Venkata Subbaraya Sharma Varanasi	Independent	Independent Director
4.	00036188	Srikant Sastri	Independent	Independent Director
5.	06527762	Yugandhara Rao Sunkara	Independent	Independent Director
6.	00285798	Rama Mohana Rao Bandlamudi	Non-Executive	Non-Executive Non-Independent Director
7.	07774254	Deepali Anantha Rao	Non-Executive	Non-Executive Non-Independent Director
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, 2024:
Sr. No.	Name	Designation
1.	Vurakaranam Rama Krishna Chairman & Managing Director
2.	Apparao Ryali Chief Financial Officer

There have been below changes in the Board of Directors &

KMPs during the financial year 2023-24:

1. Mr. Vurakaranam Rama Krishna (DIN: 00700881), initially appointed as a Director (Non-Executive) on the Board of the Company. Whose designation was changed to Chairman and managing director with the approval of shareholder in the 30^th Annual General Meeting held on September 28, 2023.

2. Mr. Guru Venkata Subbaraya Sharma Varanasi (DIN: 06622222), appointed as an Additional Non-Executive Independent Director on the Board of the Company w.e.f. August 7, 2023 and regularized as regular Independent Director in the 30^th Annual General Meeting held on September 28, 2023.

3. Mr. Srikant Sastri (DIN: 00036188), appointed as an Additional Non-Executive Independent Director on the Board of the Company w.e.f. August 7, 2023 and regularized as regular Independent Director in the 30^th Annual General Meeting held on September 28, 2023.

4. Mr. Rama Mohana Rao Bandlamudi (DIN: 00285798), appointed as an Additional Non-Executive Director on the Board of the Company w.e.f. August 7, 2023 and regularized as regular Non-Executive Director in the 30^th Annual General Meeting held on September 28, 2023.

5. Ms. Deepali Anantha Rao (DIN: 07774254), appointed as an Additional Non-Executive Director on the Board of the Company w.e.f. August 7, 2023 and regularized as regular Non-Executive Director in the 30^th Annual General Meeting held on September 28, 2023.

6. Mr.Venkata RamuduJasthi (DIN: 03055480), appointed as an Additional Non-Executive Independent Director

on the Board of the Company w.e.f. November 3, 2023 and regularized as regular Independent Director on March 7, 2024 by passing a resolution through postal ballot.

7. Mr. Yugandhara Rao Sunkara (DIN: 06527762), appointed as an Additional Non-Executive Independent Director on the Board of the Company w.e.f. November 3, 2023, and regularized as regular Independent Director on March 7, 2024 by passing a resolution through postal ballot.

8. Mr. Rajiv Agarwal, Chairman and Whole-time Director (DIN: 00929463) of the Company, ceased to be Chairman and Whole-time Director w.e.f. September 28, 2023.

9. Mr. Ravi Sharma, Director (DIN: 02543805) was appointed as an Independent Non-Executive Director of the Company. The office of Mr. Ravi Sharma as NonExecutive Independent Director had been vacated due to completion of his tenure as an Independent Director w.e.f. August 7, 2023.

10. Mrs. Pooja Kataria, Woman Director (DIN: 08189945) was appointed as an Independent Non-Executive Woman Director of the Company. The office of Mrs. Pooja Kataria as Non-Executive Independent Director had vacated due to completion of her tenure as an Independent Director w.e.f. August 7, 2023.

11. Mr. Bala Satyanarayana Ganguapati (DIN: 00509488), has resigned as Director (Non-Executive & Independent) on the Board of the Company w.e.f. August 5, 2023.

12. Mr. Vishnu Sharma, Chief Financial Officer of the Company resigned w.e.f. October 1, 2023.

13. Mr. Apparao Ryali has been appointed as Chief Financial Officer of the Company w.e.f. October 1, 2023.

14. Ms. Rimika Talesara (ACS-43461) was appointed Company Secretary and Compliance Officer w.e.f. July 18, 2023, and resigned w.e.f. November 7, 2023.

15. Ms. Ashish Bhattad (ACS-34781) was appointed Company Secretary and Compliance Officer w.e.f. November 8, 2023, and resigned w.e.f. February 9, 2024.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfilled the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. The declaration from the said directors is attached as Annexure - I to this Report.

14. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has put in place a system to familiarize its Independent Directors. During the year under review, the Independent Directors were familiarized with the Company, its business, and the senior management. Periodic presentations were made at the Board meetings apprising the Board Members about the finer aspects of the Company''s businesses, the challenges faced/anticipated, and an overview of future business plans, including budgets, operations, and performance of the business and relevant regulatory/legal updates in the statutes applicable to the Company, business model of the Company, risks, and opportunities for the businesses, strategic future outlook, and the way forward. In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of the Familiarization Program for Independent Directors are available on the website of the Company at https://www.iirmholdings.in/investors/.

15. 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 Act 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.

16. NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy is placed on the website of the Company https://www.iirmholdings.in/investors/.

2. Nomination and Remuneration Committee In terms of Section 178 of the Companies Act, 2013, an nomination and remuneration committee has been constituted. Composition of the committee and changes during the Financial Year 2023-24 are as follows:
Sr. No.	Name	Category	Designation
1	Mr. Srikanth Sastri*	Non-Executive Independent Director	Chairman
2	Mr. Guru Venkata Subbaraya Sharma Varanasi*	Non-Executive Independent Director	Member
3	Mr. Rammohan Rao Bandlamudi##	Non-Executive Director	Member
4	Mr. Bala Satyanarayana Ganugapati**	Non-Executive Independent Director	Chairman
5	Mrs. Pooja Kataria#	Non-Executive Independent Director	Member
6	Mr. Vurakaranam Rama Krishna®	Chairman & Managing Director	Member
*Appointed w.e.f. August 7, 2023. **ceased to be chairman & member w.e.f. August 5, 2023. #ceased to be member w.e.f. August 7, 2023. ##Appointed w.e.f. November 3, 2023. ®Ceased to be member w.e.f. November 3, 2023.

3. Shareholders/Investors Grievance Committee: The Company has constituted shareholders/investor grievance committee keeping in view the total number of shareholders, number of shares transfer, and transmission of shares. This Committee addresses all issues and shareholders'' complaints. Composition of the shareholders/investor grievance committee and changes during the financial year 2023-24 are as follows:
Sr. No.	Name	Category	Designation
1	Mr. Srikant Sastri*	Non-Executive Independent Director	Chairman
2	Mr. Guru Venkata Subbaraya Sharma Varanasi*	Non-Executive Independent Director	Member
3	Mr. Vurakaranam Rama Krishna	Chairman & Managing Director	Member
4	Mr. Bala Satyanarayana Ganugapati**	Non-Executive Independent Director	Chairman
5	Mrs. Pooja Kataria#	Non-Executive Independent Director	Member
*Appointed w.e.f. August 7, 2023. **ceased to be chairman & member w.e.f. August 5, 2023. #ceased to be member w.e.f. August 7, 2023.

18. MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the financial year 2023-24 Nine (9) Board Meetings, Seven (7) Audit Committee Meetings, Four (4) Nomination and Remuneration Committee Meeting were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of meeting held during the year given as under:

Sr. No.	Date	Type of Meeting	Attendance
1.	April 10, 2023	Board Meeting	3/5
2.	April 25, 2023	Board Meeting	2/5
3.	May 30, 2023	Board Meeting	2/5
4.	June 20, 2023	Board Meeting	5/5
5.	July 18, 2023	Board Meeting	5/5
6.	August 4, 2023	Board Meeting	3/5
7.	September 4, 2023	Board Meeting	6/6
8.	November 2, 2023	Board Meeting	4/5
9.	January 23, 2024	Board Meeting	5/7
10.	April 25, 2023	Audit Committee Meeting	2/3
11.	May 30, 2023	Audit Committee Meeting	2/3
12.	August 4, 2023	Audit Committee Meeting	2/3

Sr. No.	Date	Type of Meeting	Attendance
13.	August 25, 2023	Audit Committee Meeting	2/3
14.	September 4, 2023	Audit Committee Meeting	3/3
15.	November 1, 2023	Audit Committee Meeting	3/3
16.	January 23, 2024	Audit Committee Meeting	3/3
17.	July 18, 2023	Nomination and Remuneration Committee Meeting	3/3
18.	August 4, 2023	Nomination and Remuneration Committee Meeting	2/3
19.	September 4, 2023	Nomination and Remuneration Committee Meeting	3/3
20.	November 1, 2023	Nomination and Remuneration Committee Meeting	3/3

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In accordance with Section 134(3)(h) of the Companies Act,

2013, and rule 8(2) of the Companies (Accounts) Rules,

2014, the particulars of contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) are provided in Form AOC-2, is attached as Annexure - II.

20. 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, 2023 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 2023-24.

21. 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/investors/.

22. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company has 1 direct subsidiary,6 step-down subsidiaries and 1 indirect associate Company as of March 31, 2024, there has been no material change in the nature of the business of the subsidiaries and associate. The Company vide their special resolution dated September 28, 2023, acquired 3,64,13,221 (99.93%) of Equity Shares of Sampada Business Solutions Limited (“Sampada'''') through share swap on January 18, 2024 and consequently following subsidiaries/associate of Sampada Business Solutions Limited became step-down subsidiaries/ associate of the Company:

Direct Subsidiary:

1. Sampada Business Solutions Limited Step-down subsidiaries:

1. India Insure Risk Management and Insurance Broking Services Private Limited

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

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

4. IIRM Holdings Pte Ltd, Singapore

5. IIRM Lanka Insurance Brokers (Pvt) Ltd, Sri Lanka (Subsidiary of IIRM Holdings Pte Ltd, Singapore)

6. IIRM Maldives (PVT) LTD, Maldives (Subsidiary of IIRM Holdings Pte Ltd, Singapore)

Indirect Associate:

1. IIRM Kenya Insurance Brokers Private Limited, Kenya (Assciate of IIRM Holdings Pte Ltd, Singapore)

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiaries and associate companies in the prescribed format AOC-1 is appended as Annexure - III The statement also provides details of the performance and financial position of each of the subsidiaries and associate along with the changes that occurred, during the financial year 2023-24.

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 available at Company''s website: https://www.iirmholdings.in/investors/ and are not attached to the financial statements of the Company.

23. AUDITORS & AUDITORS REPORT:

Statutory Auditor

M/s. GVSD & Co. (Firm Registration No.: 021101C)

Chartered Accountants, had appointed as the Statutory Auditors of the Company in casual vacancy w.e.f. April 25, 2023 till the conclusion of 30^th Annual General meeting. M/s. GVSD & Co. resigned as statutory auditors of the Company w.e.f. September 28, 2023.

M/s. Seshachalam & Co., (Firm Registration No. 003714S),

Chartered Accountants, 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.

Statutory Audit Report

The Statutory Audit Report (Standalone & Consolidated) for the financial year ended on March 31, 2024 is part of this Annual Report. The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2024 and has noted that the same does not have any reservation, qualifiation or adverse remarks.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 6 of Companies (Cost Records and Audit) Rules, 2014 the Company is not required to appoint cost auditor for the Financial Year 2023-24.

Cost Audit Report

Pursuant to Section 148(1) of Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014 Company is not required to prepare Cost Audit Report for the Financial Year 2023-24.

Secretarial Auditor

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 M/s. SPV & Company, Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the year ended March 31, 2024.

Secretarial Auditors'' Report

The Secretarial Audit Report for the financial year ended on March 31, 2024 is annexed as Annexure - IV. The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2024 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013 and has noted that during the year, the report has the following remarks:

Sr. No.	Remarks	Explanation/Comments
1.	Filings under Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings are pending	The Company is the process of filing applicable forms with the RBI.
2.	Compliance under regulation 31(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:	Complied, except filing Disclosure of encumbered shares by Ms. Anupma Agarwal and Ms. Indu Bala Agarwal in their capacity as Promoters of the Company. The Company is taking necessary steps to reclassify them from promoters category to public category. Company did not receive the declaration from the said promoter.
3.	SDD Software as per the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992:	SDD Software was not fully implemented and the Company had taken steps to implement the same as required under the regulations.
4.	Delay in filing under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009:	The delay was due to technical reasons in filing of listing application for allotment equity shares.
5.	The appointed Statutory Auditors under the previous Management, M/s. GVSD & Co., Chartered Accountants do not hold a valid Peer Review Certificate besides there being delay in disclosure to stock exchange regarding Resignation, Appointment of Statutory Auditors, newspaper advertisement for Q1 & Q2 of 2023-24, Reconciliation of Share Capital Audit Report for Q1 of 2023-24, SEBI Penalty letter dated March 20, 2024. Also, statement of deviation(s) or variation(s) not filed for Q1 & Q2 of 202324. There were few forms filed with Registrar of Companies (RoC) with additional fees.	These are legacy matters descending from the times the Company was run by the previous management.
6.	Mr. Yugandhara Rao Sunkara was appointed as Non-Executive Director and Independent Director of the Company effective from November 3, 2023. His directorship as an Independent Director is compromised on acquisition of Sampada Business Solutions Limited by the Company after January 18, 2024, in terms of Regulation 16(1)(b)(vi)(A) of SEBI (LODR) Regulation 2015 and section 149(6) of the Companies Act, 2013.	The Company is in process to take appropriate action.

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report under Regulation 24A of the SEBI (LODR) Regulations, 2015 was not applicable to the Company for the year under review.

Internal Auditors

M/s. Nandyala & Associates, internal auditors of the Company for the year were appointed on September 4, 2023 and issued the internal audit report for the financial year 2023-24.

24. FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2023-24, 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.

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 behavior, 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/ investors/.

26. PREVENTION OF INSIDER TRADING

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.

27. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

28. CREDIT RATING

The Company has not obtained ratings from any credit rating agency during the financial year 2023-24.

29. INSURANCE

The properties and assets of the Company are adequately insured.

30. EMPLOYEE STOCK OPTION PLAN

The Company do not have implemented any Employee Benefit Schemes/Plans as at the end of the financial year 2023-24.

31 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE:

At the beginning of the year, the shares of the Company were suspended on BSE for trading. the Company had received In-principal Approval from BSE for revocation of suspension of shares of the Company and the Company had received the final approval of BSE on April 10, 2023.

There were no significant and material orders passed by the regulators or courts having competent jurisdiction, which could have an impact on the business of the Company under the going concern concept.

32. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company''s (Disclosure of Particulars in the Report of the Board of Directors'') Rules, 1998, require the disclosure of particulars regarding Conservation of Energy in FormA and Technology Absorption in FormB prescribed by the Rules. During the year the Company was not involved in any manufacturing activities, which require consumption of energy or technology absorption.

Conservation of Energy:

The Company have implemented measures to reduce and conserve energy consumption. This includes the use of energy-efficient equipment wherever necessary.

Technology Absorption:

The Company is in consultancy business and therefore, specific technology absorption, adaptations and innovation will be taken care of/implemented, wherever required.

Research & Development:
Sr. No.	Particulars	Status
1.	Specific areas in which Research and Development carried out by the Company.	NIL
2.	Benefit derived as a result of the above Research and Development.	NIL
3.	Future plan of action.	NIL
4.	Expenditure on Research and development.	NIL

Foreign Exchange Earning/Outgo

During the year under review, the Company has not entered into any transaction in foreign currency.

33. RISK MANAGEMENT

The Company has been addressing various risks impacting the Company and Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management periodically.

34. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other detail as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - V. Statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company for the financial year 2023-24.

35. 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 Compliance Committees.

36. 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).

37. MANAGEMENT DISCUSSION AND ANALYSIS

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

38. 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 2023-24.

39. 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 ofWomen 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 (POSH) 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.

40. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY CODE, 2016 AND ONE TIME SETTLEMENT

The Company affirms that for the year ended on March 31, 2024, 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.

41 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, 2024, 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, 2024, 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

42. 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 cooperation and assistance extended by them to the Company and look forward for their continued support.

On behalf of the Board For IIRM Holdings India Limited

(Formerly known as Sudev Industries Limited)

Sd/- Sd/-

Rama Mohana Rao Bandlamudi Vurakaranam Rama Krishna

Place: Hyderabad Non-Executive Non-Independent Director Chairman and Managing Director

Date: July 29, 2024 DIN: 00285798 DIN: 00700881

---

Mar 31, 2013

The Directors have pleasure in presenting the 20th Annual Report on the operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 2013.

1. Financial Results and performance of the Company

Particulars Current year Previous year 2012-2013 2011-2012 (Rs.in Lacs) (Rs. in Lacs)

Net Sales* Other Income NIL 121.79

Profit before depreciation and Tax (3.87) 5.47

Less : Depreciation NIL NIL

Profit/(Loss) before Extra Ordinary Item and Tax (3.87) 5.47

Profit/(Loss) before Tax (3.87) 5.7

Less: a) Current Income Tax NIL 11.15

(Loss) after Tax (3.87) 432

Less: Balance, being Loss brought forward From Previous Year (344.50) (349.17)

Balance, being Profit/Loss carried to Balance Sheet (348.37) (344.50)

During the year under review, the Company has not earned any income as compared with the results of previous year during which the company had earned a profit of Rs. 4,31,971.21/-. Though the operations of the Company are yet to start, your Directors are very much positive to revive the company. The Board is looking for further funding into the Company to start business activities.

2. Dividend

The Board of Directors does not recommend any dividend for the financial year 2012-2013.

3. Public Deposit

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act. 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the financial year.

4. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

That in preparation of the annual accounts for the financial year ended 31sl March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures;

That the Directors have consulted, in selection of the accounting policies, the statutory auditors and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at end of the financial year and of the profit or loss of the Company for the year under review;

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

That the annual accounts for the FY ended 3 Is1 March, 2013 have been prepared on a ''going concern'' basis.

5. Directors

During the year under review Mrs. Anupma Agarwal, the executive Director of the company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for reappointment to the Board of your Company.

6. Accounts and Auditors Report

The observations of the Auditors'' Report read together with the relevant notes to the accounts are self-explanatory and therefore. do not call any further comments.

7. Auditors

The Company''s auditors M/s. Gupta Jalan & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the Company. They being eligible offer themselves for re-appointment. A certificate has been received from the Auditors to the effect that their appointment if made would be within the prescribed limits under 224 (IB) of the Companies Act. 1956.

8. Personnel

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Act. read with the Companies (Particulars of Employees) Rules, 1975, is not being given.

9. Conservation of Energy and Technology Absorption

The Company''s (Disclosure of Particulars in the Report of the Board of Directors'') Rules, 1998, require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B prescribed by the Rules. During the year the company was not involved in any manufacturing activities, which require consumption of energy or technology absorption.

10. Foreign Exchange Earnings & Outgo - NIL

11. Corporate Governance

Your Company has followed good corporate governance practices since inception in accordance with the code of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

12. Secretarial Compliance Certificate

The Company has obtained a compliance certificate from a practicing Company Secretary and the same is annexed hereto and forms part of the report.

13. Statement pursuant to Listing Agreements:

The Compan)''s securities are presently listed at Delhi Stock Exchange, Bombay Stock Exchange, UP Stock Exchange- Kanpur. Jaipur Stock''Exchange. Chennai Stock Exchange and Kolkata Stock Exchange. The Company has paid Annual Listing Fees for the Bombay Stock Exchange.

The Company had sought, during last financial year, delisting form the UP Stock Exchange - Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange. After such delisting, the equity shares of the Company will continue to remain listed on the Bombay Stock Exchange and Delhi Stock Exchange. The Board is yet to decide for further steps on this matter.

The Management''s Discussion and Analysis in compliance with Clause 49 of the Listing Agreements forming part of this Report is attached hereto and forms part of this report.

14. Acknowledgement

Your 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.

For and On behalf of the Board of Directors

For SUDEV INDUSTRIES LIMITED

Rajiv Agarwal Anupma Agarwal

Director Director

Place: New Delhi

Date: 31 08 2013

---

Mar 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting the 19th Annual Report on the operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 2012.

1. Financial Results and performance of the Company

Particulars Current year Previous year 2011 - 2012 2010 - 2011 (Rs. in Lacs) (Rs. in Lacs)

Net Sales & Other Income 121.79 2.22

Profit before depreciation and Tax 5.47 0.42

Less : Depreciation NIL NIL

Profit/(Loss) before Extra Ordinary Item and Tax 5.47 0.42

Profit/(Loss) before Tax 5.7 0.42

Less:

a) Current Income Tax 11.15 0.07

b) Current Fringe Benefit Tax NIL NIL

Profit/(Loss) after Tax 4.32 0.35

Less: Balance, being Loss brought forward From Previous Year (349.17) (349.17)

Balance, being Profit/Loss carried to Balance Sheet (344.50) (348.82)

During the year under review, the Company has earned a profit of Rs. 4,31,971.21/- as compared with the results of previous year during which the company had earned a profit of Rs.34,598/-. Though the operations of the Company are yet to start, your Directors are very much positive to revive the company.

During the year under review, the Company has completed one time settlement with its lending institutions UPFC and has paid all of their dues by selling of its fixed assets. Now the Board of Directors is looking to raise further funds to revive the company.

2. Dividend

The Board of Directors does not recommend any dividend for the financial year 2011 - 2012.

3. Public Deposit

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the financial year.

4. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

That in preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

That the Directors have consulted, in selection of the accounting policies, the statutory auditors and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at end of the financial year and of the profit or loss of the Company for the year under review;

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

That the annual accounts for the FY ended 31st March, 2012 have been prepared on a ''going concern'' basis.

5. Directors

During the year under review Mr. Naveen Khatri, the non-executive Director of the company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment to the Board of your Company.

6. Accounts and Auditors Report

The observations of the Auditors'' Report read together with the relevant notes to the accounts are self-explanatory and therefore, do not call any further comments.

7. Auditors

The Company''s auditors M/s. Gupta Jalan & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the Company. They being eligible offer themselves for re-appointment. A certificate has been received from the Auditors to the effect that their appointment if made would be within the prescribed limits under 224 (1B) of the Companies Act, 1956.

8. Personnel

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, is not being given.

9. Conservation of Energy and Technology Absorption

The Company''s (Disclosure of Particulars in the Report of the Board of Directors'') Rules, 1998, require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B prescribed by the Rules. During the year the company was not involved in any manufacturing activities, which require consumption of energy or technology absorption.

10. Foreign Exchange Earnings & Outgo - NIL

11. Corporate Governance

Your Company has followed good corporate governance practices since inception in accordance with the code of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

12. Secretarial Compliance Certificate

The Company has obtained a compliance certificate from a practicing Company Secretary and the same is annexed hereto and forms part of the report.

13. Statement pursuant to Listing Agreements:

The Company''s securities are presently listed at Delhi Stock Exchange, Bombay Stock Exchange, UP Stock Exchange- Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange. The Company has paid Annual Listing Fees for the Bombay Stock Exchange and Delhi Stock Exchange.

The Company is seeking delisting form the UP Stock Exchange - Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange. The Board has passed a resolution to the effect and is under process of delisting its equity shares from the UP Stock Exchange - Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange except the Bombay Stock Exchange and Delhi Stock Exchange.

After such delisting, the equity shares of the Company will continue to remain listed on the Bombay Stock Exchange and Delhi Stock Exchange.

The Management''s Discussion and Analysis in compliance with Clause 49 of the Listing Agreements forming part of this Report is attached hereto and forms part of this report.

14. Acknowledgement

Your Directors thank all customers, 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.

For and On behalf of the Board of Directors

For SUDEV INDUSTRIES LIMITED

Sd/- Sd/- Rajiv Agarwal Anupma Agarwal Director Director

Place: New Delhi

Date: 31/08/2012

---

Mar 31, 2011

TO THE MEMBERS

The Directors have pleasure in presenting the 18th Annual Report on the operations of the company and the Audited Statement of Accounts for the year ended 31st March, 2011.

1. Financial Results and performance of the Company

Particulars Current year Previous year 2010-2011 2009-2010 (Rs. in Lacs) (Rs. in Lacs)

Net Sales & Other Income 2.22 3.40

Profit before depreciation and Tax 0.42 (0.06)

Less : Depreciation NIL NIL

Profit/(Loss) before Extra Ordinary Item and Tax 0.42 (0.06)

Profit/(Loss) before Tax 0.42 (0.06)

Less:

a) Current Income Tax 0.07 NIL

b) Current Fringe Benefit Tax NIL NIL

Profit/(Loss) after Tax 0.35 (0.06)

Less: Balance, being Loss brought forward From Previous Year (349.17) (349.10)

Balance, being Profit/Loss carried to Balance Sheet (348.82) (349.16)

During the year under review, the Company has earned a profit of Rs.34,598/- as compared with the results of previous year during which the company suffered a loss of Rs.6,186/-. Your Directors are very much positive to revive and bring on top the manufacturing activities of the company and adopt some new business lines and new avenues of earnings in which the company can venture and produce good results and maximize shareholders wealth.

2. Dividend

The Board of Directors does not recommend any dividend for the year 2010-2011.

3. Public Deposit

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the financial year.

4. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

That in the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures;

That the Directors have in selection of the accounting policies have consulted the statutory auditors and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at end of the financial year and of the profit or loss of the Company for the year under review;

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

That the annual accounts for the FY ended 31st March, 2011 have been prepared on a ''going concern'' basis.

5. Directors

During the year under review Mr. Rajiv Agarwal, Director of the company retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment to the Board of your Company.

6. Accounts and Auditors Report

The observations of the Auditors'' Report read together with the relevant notes to the accounts are self-explanatory and therefore, do not call any further comments.

7. Auditors

The Company''s auditors M/s. Gupta Jalan & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the Company. They being eligible offer themselves for re-appointment. A certificate has been received from the Auditors to the effect that their appointment if made would be within the prescribed limits under 224 (1B) of the Companies Act, 1956.

8. Personnel

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, is not being given.

9. Conservation of Energy and Technology Absorption

The Company''s (Disclosure of Particulars in the Report of the Board of Directors'') Rules, 1998, require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B prescribed by the Rules. During the year the company was not involved in any manufacturing activities, which require consumption of energy or technology absorption.

10. Foreign Exchange Earnings & Outgo - NIL

11. Corporate Governance

Your Company has followed good corporate governance practices since inception in accordance with the code of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

12. Secretarial Compliance Certificate

The Company has obtained a compliance certificate from a practicing Company Secretary and the same is annexed hereto and forms part of the report.

13. Statement pursuant to Listing Agreements:

The Company''s securities are presently listed at Delhi Stock Exchange, Bombay Stock Exchange, UP Stock Exchange- Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange. The Company has paid Annual

Listing Fees for the Bombay Stock Exchange and Delhi Stock Exchange. However the Company has not paid the listing fees for the other stock exchanges.

The Management''s Discussion and Analysis in compliance with Clause 49 of the Listing Agreements forming part of this Report is attached hereto and forms part of this report.

14. Acknowledgement

Your directors take this opportunity to thank our customers, bankers, and all the shareholders for the co-operation and assistance extended to the Company and look forward to their continued support.

For and On behalf of the Board of Directors

For SUDEV INDUSTRIES LIMITED

Sd/- Sd/- Rajiv Agarwal Anupma Agarwal Director Director

Place: New Delhi

Date: 30/08/2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report on the operations of the company and the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Rs in lacs

2009-10 2008-09

Sales NIL NIL

Other Income 3.40 NIL

Gross Profit/ (Loss) before Depreciation 3.40 (1.26)

Less: Depreciation NIL NIL

Profit/ (Loss) before Tax 3.40 (1.26)

Provision for Tax NIL NIL

Balance in Profit/Loss A/c (349.10) (347.83)

Profit/ (Loss) carried to Balance Sheet (349.16) (349.10)



GENERAL REVIEW AND PROSPECTS

During the year under review, the Company did not carry out any manufacturing operations as the assets of the company are in the possession of UP Financial Corporation (UPFC), the financial institution. The Directors have worked out for a one time settlement with UPFC and plan to make the payment in current financial year.

DIVIDEND

Due to continued losses and no activity in the company, the Directors regret to recommend any dividend.

PARTICULARS OF EMPLOYEES

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, is not being given.

PUBLIC DEPOSIT

Your Company has not received any deposits from Public under Section 58A of the Companies Act, 1956.

DIRECTORS

Mr. Shrish Kant Srivastava, Director of the Company, is retiring by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENTS

Directors’ Responsibility Statements as required under Section 217(2AA) of the Companies Act, 1956 is as follows:

(i) In preparation of the annual accounts as on 31st March, 2010, the applicable accounting standards issued by the Institute of Chartered Accountants of India as applicable to the company have been followed.

(ii) The accounting policies were selected and applied consistently and the judgments and estimates were made that were 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 ended on 31st March, 2010 and of the Loss of the company for the period ended on 31st March, 2010.

(iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) Annual accounts were prepared on a going concern basis.

AUDITORS

The company’s Auditors M/S GUPTA JALAN & ASSOCIATES, Chartered Accountants retire and are eligible for re-appointment. The company has received letter from the auditors to the effect that their re-appointment if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

As regards the observations in the Auditor’s in their Report of 27th May, 2010 these are self explanatory and therefore, do not call for further comments.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year the company was not involved in any manufacturing activities, which require consumption of energy or technology absorption.

FOREIGN EXCHANGE EARNINGS & OUTGO - NIL

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

No Management Discussion and Analysis Report is being annexed hereto as there was no manufacturing activity in the company because of the taking over of the possession of the assets of the company by UP Financial Corporation, the financing Institution.

LISTING AGREEMENTS

The securities of the Company are listed on Delhi Stock Exchange, Bombay Stock Exchange, UP Stock Exchange- Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange.

The Company has paid Annual Listing Fees for the Bombay Stock Exchange and Delhi Stock Exchange. However the Company has not paid the listing fees for the other stock exchanges.

ACKNOWLEDGEMENT

On behalf of the Board of Directors and on my own behalf, we take this opportunity to thank our customers, bankers, and all the shareholders for the co-operation and assistance extended to the Company and look forward to their continued support.

For and On behalf of the Board of Directors

For SUDEV INDUSTRIES LTD.

Place: Ghaziabad Sd/- Sd/-

Date: 31st August, 2010 Rajiv Agarwal Anupma Agarwal

Director Director

---

Mar 31, 2009

The Directors are presenting the Annual Report and the audited, accounts for the year ended on 31st March, 2009.

FINANCIAL RESULTS

Rs in lacs

2008-09 2007-08

Sales NIL NIL

Other Income NIL 0.53

Gross Profit/ (Loss) before Depreciation (1.26) (2.36)

Less: Depreciation NIL NIL

Profit/ (Loss) before Tax (1.26) (2.35)

Provision for Tax NIL NIL

Balance in Profit/Loss A/c (347.83) (345.48)

Profit/ (Loss) carried to Balance Sheet (349.10) (347.83)

GENERAL REVIEW AND PROSPECTS

During the year under review, the Company did not carry out any manufacturing operations as the assets of the company are in the possession of UP Financial Corporation (UPFC), the financial institution. The Directors have worked out for a one time settlement with UPFC and plan to make the payment in current financial year. They are also exploring the possibility of selling the unit to repay the liabilities of the financing institution.

DIVIDEND

Due to continued losses and no activity in the company, the Directors regret to recommend any dividend.

PARTICULARS OF EMPLOYEES

Information required as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 forming part of this report for the year ended 31st March, 2009 is NIL.

PUBLIC DEPOSIT

The company has not accepted any public deposits during the year or in earlier years.

DIRECTORS

Mrs. Anupama Aggarwal , Director of the Company, who is retiring by rotation at this Annual General Meeting and being eligible offers herself for reappointment.

Mr Naveen Khatri who was appointed as an Additional Director of the Company in November, 2008 and in respect of whom the Company has received a notice in writing from a member signifying his intention to propose the candidature of Mr. Naveen Khatri for the office of director in terms of Section 257 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENTS

Directors Responsibility Statements as required under Section 217(2AA) of the Companies Act, 1956 is as follows:

(i) In preparation of the annual accounts as on 31.03.09, the applicable accounting standards issued by the Institute of Chartered Accountants of India as applicable to the company has been followed.

(ii) The accounting policies were selected and applied consistently and the judgement and estimates were made that were 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 ended on 31.03.2009 and of the Loss of the company for the period ended on 31.03.2009.

(iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) Annual accounts were prepared on a going concern basis.

AUDITORS

The companys Auditors M/S GUPTA JALAN & ASSOCIATES, Chartered Accountants retire and are eligible for re-appointment. The company has received letter from the auditors to the effect that their re-appointment if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956. Members are requested to appoint the auditors for the year ended 31.03.2010.

AUDITORS REPORT

As regards the observations in the Auditors in his Report of even date these are self explanatory and therefore, do not call for further comments.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year the company was not involved in any manufacturing activities, which require consumption of energy.

FOREIGN EXCHANGE EARNINGS & OUTGO - NIL

CORPORATE GOVERNANCE

During the year under report, your company is required to implement the requirements of code of corporate governance in accordance with clause 49 of the listing agreement with the stock exchanges and has complied accordingly to the best of its ability, as detailed in a report on Corporate Governance issued as part of the annual report.

No management Discussion and Analysis Report is being annexed hereto as there was no manufacturing activity in the company because of the taking over of the possession of the assets of the company by UP Financial Corporation, the financing Institution.

LISTING AGREEMENTS

The securities of the Company are listed on Delhi Stock Exchange, Bombay Stock Exchange, UP Stock Exchange- Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange.

The Company has paid Annual Listing Fees for the Bombay Stock Exchange and Delhi Stock Exchange. However the Company has not paid the listing fees for the other stock exchanges.

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the cooperation and assistance received from Shareholders, Patterns and all those associated with the company during the year under review.

For and on behalf of Board of Directors

Sd/- Place: Sikandrabad Rajiv Agarwal

Date: 31.08.2009 Director

---

Mar 31, 2008

The Directors are presenting the Annual Report and the audited accounts for the year ended on 31st March, 2008.

FINANCIAL RESULTS Rs in lacs 2007-08 2006-07 Sales NIL NIL Other Income NIL NIL Gross Profit/ (Loss) before Depreciation (2.36) (2.98) Less: Depreciation (----) (11.99) Profit/ (Loss) before Tax (2.36) (14.98) Provision for Tax NIL NIL Balance in Profit/Loss A/c (345.48) (330.49) Profit/ (Loss) carried to Balance Sheet (347.83) (345.48)

GENERAL REVIEW AND PROSPECTS

During the year under review, the Company did not carry out any operations as the assets of the company are in the possession of UP Financial Corporation (UPFC), the financial institution. The Directors are still working for a one time settlement with UPFC. They are also exploring the possibility of selling the unit to repay the liabilities of the financing institution after arriving at a one time settlement. The directors are also exploring other avenues to make the company operational.

DIVIDEND

Due to continued losses and no activity in the company, the Directors regret to recommend any dividend.

PARTICULARS OF EMPLOYEES

Information required as per section 217(2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 forming part of this report for the year ended 31st March, 2007 is NIL.

PUBLIC DEPOSIT

The company has not accepted any public deposits during the year or in earlier years.

DIRECTORS

Pursuant to the provisions of section 255 and 256 of the Companies Act, 1956 Mr. Rajiv Agarwal, Director retires at this Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENTS

Directors Responsibility Statements as required under Section 217(2AA) of the Companies Act, 1956 is as follows:

(i) In preparation of the annual accounts as on 31.03.08 the applicable accounting standards issued by the Institute of Chartered Accountants of India as applicable to the company has been followed.

(ii) The accounting policies were selected and applied consistently and the judgement and estimates were made that were 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 ended on 31.03.2008 and of the Loss of the company for the period ended on 31.03.2008.

(iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) Annual accounts were prepared on a going concern basis.

AUDITORS

The companys Auditors M/S GUPTA JALAN & ASSOCIATES, Chartered Accountants retire and are eligible for re-appointment. The company has received letter from the auditors to the effect that their re-appointment if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956. Members are requested to appoint the auditors for the year ended 31.03.2009.

AUDITORS REPORT

As regards the observations in the Auditors in his Report of even date these are self explanatory and therefore, do not call for further comments.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year the company was not involved in any manufacturing activities, which require consumption of energy.

FOREIGN EXCHANGE EARNINGS & OUTGO - NIL

CORPORATE GOVERNANCE

During the year under report, your company is required to implement the requirements of code of corporate governance in accordance with clause 49 of the listing agreement with the stock exchanges and has complied accordingly to the best of its ability, as detailed in a report on Corporate Governance issued as part of the annual report.

No management Discussion and Analysis Report is being annexed hereto as there was no manufacturing activity in the company because of the taking over of the possession of the assets of the company by UP Financial Corporation, the financing Institution.

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the cooperation and assistance received from Shareholders, Patterns and all those associated with the company during the year under review.

For and on behalf of Board of Directors

Sd/- Sd/- Place: Sikandrabad Rajiv Agarwal Date : 31.08.2008 Director

---

Sep 30, 1995

To

The Members of Sudev Industries Limited

The Directors are presenting Third Annual Report of the Company for the period ended 30th September, 1995

FINANCIAL RESULTS

Current Year (Rs. in Lacs) ------------- Turnover 416.98 Other Income 0.04 ------ 417.02 ------ Gross Profit before Depreciation 23.70 Less: Depreciation 0.35 ------ Profit before Tax 23.35 Provision for taxation 0.00 Profit after Tax -Carried to Balance Sheet 23.35

SHARE CAPITAL

To part finance the project, the company came out with a Public Issue of 30,00,000 Equity Shares of Rs. 10/- each at a par aggregating Rs. 300.00 lacs in 1994. The allotment was completed on 27th July, 1994. The shares have since been listed at Delhi, Bombay, Jaipur Kanpur (U.P.), Calcutta and Madras Stock Exchanges.

The Directors express their gratitude to the shareholders for their confidence and support in making the Public Issue a success. The Directors also take this opportunity to express their deepsense of appreciation to all the agencies connected with the issue including Lead Managers, Co-Managers, Registrar to the Issue and advisors to the Issue.

PROGRESS OF THE PROJECT

Due to unforeseen circumstances there has been some delay in the implementation of the project. Your Directors are hopeful that the project will be fully implemented by January 1996.

DIRECTORS

During the year Shri B K Verma resigned from the Board. The Board place on record its appreciation for the valuable services rendered by them during their tenure with the Company.

Sh.O.P. Agarwal, Director expired in August, 1994. Your Directors express their deep sorrow for the untimely death of Sh.O.P. Agarwal and also take this opportunity to express their gratitude for his guidance during his tenure as Director.

Shri LokKumar, Smt. Anupma Agarwal and Shri G. Ramarathnam were appointed as additional Directors on 12/09/1994, 28/12/1994 and 26/06/1995 respectively. They cease to be Directors under Section 260 of the Companies Act, 1956 at the ensuing general meeting and are eligible, for re-appointment.

Shri Y. K Jain and Shri G.P. Agarwal Directors of the Company, retire by rotation at the ensuing General Meeting and, being eligible, offer themselves for re-appointment.

FIXED DEPOSIT

The Company has neither invited nor accepted deposits from the public during the year and as such there are no unpaid or unclaimed deposits lying with the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUT GO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the following information is provided:

(a) Conservation of Energy

The projects still in the implementation stage.

(b) Technology Absorption

It is in the process of absorption.

(c) Foreign Exchange Earnings and Outgoings

1) Foreign Exchange Earnings NIL

2) Foreign Exchange Outgo Rs. 41,506

AUDITORS

M/S Manoj Aggarwal & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224 (1B) of the Companies Act, 1956 confirming their eligibility for re-appointment.

AUDITORS' REPORT

In respect of the observation made by the Auditors in their Report, your Directors wish to state as under:

Reference to Auditors Report(Point No.)

(1) The technical Know -Howfee is again under discussion with collaborators and hence the liability has not been provided.

(2) It is self explanatory.

PERSONNEL

The Directors would like to place on record their sincere appreciation for the devotion and sense of commitment shown by the employees at all levels.

No particulars of employees as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 need to be furnished as none of the employees of your company was drawing remuneration in excess of the limits specified in above Section.

STATEMENT UNDER CLAUSE 43 OF THE LISTING AGREEMENT:

As required by Clause 43 of the listing agreement, performance of the Company vis-a-vis projections made in the prospectus in respect of its Public Issue is mentioned below:

A) Utilisation of Funds

The Company has used the funds for the purpose for which it was raised after making suitable revision in the investment programme due to change in the financing pattern of the project.

B) Profitability

Particulars As projected in Actuals for the prospectus dated year 1994-95 13/04/1995 for the year 1994-95 ---------------- --------------- Sales (Rs./Lacs) 762.80 416.98 Profit before Tax (Rs./Lacs) 58.00 23.35 Profit after Tax (Rs./Lacs) 38.78 23.35

The actual results were below expectations mainly due to delay in the implementation of the project on account of unforseen circumstances.

ACKNOWLEDGEMENT

The Directors with to place on record their appreciation for the whole hearted support and the co-operation extended by all associated with the commercial operations of the Company.

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Mar 31, 1994

Information not Reported