To The Members of
IIRM HOLDINGS INDIA LIMITED
(Formerly known as Sudev Industries Limited)
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:
in Lakhs
| 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 Companys Affairs
The information on business outlook and Companys 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
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. Sampadas 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/subsidiary-financial-statements/.
Associate Company/Joint Venture
During the year under review, the Company does not have any direct Associates or Joint ventures. However, Companys 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 Boards Report.
During the year under review no Company has ceased to be Companys 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 31st 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 31st 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 reappointment. 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:
| DIN | Name | Category | Designation |
| 00700881 | Mr. Vurakaranam Ramakrishna | Executive Director | Chairperson & Managing Director |
| 03055480 | Mr. Venkata Ramudu Jasthi | Non-Executive - Independent Director | Independent Director |
| 06527762 | Mr. Yugandhara Rao Sunkara* | Non-Executive - Non Independent Director | Director |
| 00285798 | Mr. Rama Mohana Rao Bandlamudi | Non-Executive - Non Independent Director | Director |
| 00036188 | Mr. Srikant Sastri | Non-Executive - Independent Director | Independent Director |
| 06622222 | Mr. Guru Venkata Subbaraya Sharma Varanasi | Non-Executive - Independent Director | Independent Director |
| 07774254 | Ms. Deepali Anantha Rao | Non-Executive - Non Independent Director | Director |
| 10041446 | Mr. Rahul Chhabra | Non-Executive - Independent Director | Independent Director |
* W.e.f April 23, 2025 category 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, 2025:
| 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 Companys business and management practices.
Periodic presentations were made at Board meetings to apprise Directors about the Companys 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 Companys website at https://www.iirmholdings.in/content_ images/reports/Familiarization%20Program%20to%20 Independent%20Directors.pdf.
19. Criteria For Determining Qualifications, 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 Companys website at https://www.iirmholdings.in/content_images/ 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 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_ Po l i c i e s/ F ra m ewo r k % 2 0 fo r % 2 0 D i re ct o rs % 2 0 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 30th Annual General Meeting of the Company held on September 28, 2023 for a period of five (5) years from the conclusion of the 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting of the Company to be held in the year 2028.
The Statutory Audit Report (Standalone & Consolidated) PerformanceAnd 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 Auditors Report on the Accounts for the year ended March 31, 2025, and has noted that the same does not have any reservation, qualification or adverse remarks.
Secretarial Auditors and their report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed CS P V S Ramanjaneyulu, Proprietor of SPV & Company, Company Secretaries, Hyderabad (C.P No: 22999, PR Certificate No.: 2593/2022) to undertake the Secretarial Audit of the Company for the year ended March 31, 2025, and their report in Form MR-3 is annexed to this Report as Annexure - II. There are no qualifications, reservations, adverse remarks or disclaimer in the said report except the following:
The Audit Committee and the Board has duly taken note of the observations made by the Secretarial Auditor in their report. The Board discussed the same in detail and has advised the management to implement appropriate checks and controls to address the areas highlighted. Further, the Board has emphasized the need to strengthen internal monitoring and compliance mechanisms so as to minimize the chances of recurrence in the future. The Company remains committed to adopting best governance practices and ensuring continued compliance with all applicable laws and regulations.
The Secretarial Audit Reports of Sampada Business Solutions Limited, India Insure Risk Management and Insurance Broking Services Private Limited and IIRM Global Shared Services Private Limited (material unlisted wholly-owned subsidiary/step-down subsidiary companies in India) issued by CS P V S Ramanjaneyulu, Proprietor of SPV & Company, Company Secretaries, Hyderabad (C.P No: 22999, PR Certificate No.: 2593/2022) in form MR-3 are enclosed to this Report as Annexure - III(a), III(b) and III(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 Companys 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 Companys 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 Auditors 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 Companys 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 companys 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 Companys 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 OptionPlan
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/ employee-benefit-schemes/.
32. Regulators Or Court Or Tribunals Impacting The Going Concern Status And Companys 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 Companys going concern status or its future operations.
33. Conservation Of 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. 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. Companys 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 https://www.iirmholdings.in/content_images/ reports/14Apr2025/Corporate_Governance_Policies/ NRC%20Policy.pdf.
The salient features of this policy are: i. This Policy sets out the guiding And Technology 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 https://www.iirmholdings.in/content_images/ reports/14Apr2025/Corporate_Governance_Policies/ CRITERIA%20FOR%20MAKING%20PAYMENT%20TO%20 NON-EXECUTIVE%20DIRECTORS.pdf.
37. Particulars Of Contracts Or Arrangements Made WithRelated
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 OfEmployees arms 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 Companys 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 Companys 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 xual Harassment At Workplace 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/Boards Report
The Company has not revised the Financial Statements or Boards 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 Companys website at https://www.iirmholdings.in/content_images/ reports/14Apr2025/Corporate_Governance_Policies/ CODE%20OF%20CONDUCT%20FOR%20DIRECTORS%20 AND%20THE%20SENIOR%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
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 (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. 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 Companys equity shares are listed on BSE Limited ("BSE") and The Calcutta Stock Exchange Limited ("CSE"). At present, trading in the Companys 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 Companys 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 |
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