IIRM Holdings India Ltd Directors Report

12. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations), the Company has prepared the Consolidated Financial Statements for the FY26 in accordance with the applicable Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

The Consolidated Financial Statements have been prepared based on the audited financial statements of the Company and its subsidiaries, as approved by their respective Boards of Directors. The audited Consolidated Financial Statements together with the Independent Auditors Report thereon form part of this Annual Report.

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 at March 31, 2026, the Board of Directors comprised eight (8) Directors, with an optimum combination of Executive and Non-Executive Directors, including one (1) Woman Director. The Board consisted of seven (7) Non- Executive Directors, of whom five (5) were Independent Directors.

The Company has received declarations from all the Directors confirming that they are not disqualified from being appointed or continuing as Directors under the provisions of the Companies Act, 2013, and the applicable provisions of the SEBI Listing Regulations.

(A) Appointments, Change in Designation and Resignations during the year under review: Directors:

During FY26, the designation of Mr. Yugandhara Rao Sunkara (DIN: 06527762) was changed from Non-Executive Non-Independent Director to Non-Executive Independent Director of the Company with effect from April 23, 2025.

Except as stated above, there were no changes in the composition of the Board of Directors during the financial year under review.

Appointments:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Hithendra Karadathodi Ramachandran and Mr. Sathya Pramod Nagaraj as Additional Directors (Non- Executive, Non-Independent) of the Company with effect from July 31,2026, pursuant to the provisions of Section 161 of the Companies Act, 2013, to hold office up to the date of the ensuing 33^rd Annual General Meeting or the last date on which the 33^rd Annual General Meeting ought to have been held, whichever is earlier.

The Board, based on the recommendation of the Nomination and Remuneration Committee, recommends the appointment of Mr. Hithendra Karadathodi Ramachandran and Mr. Sathya Pramod Nagaraj as Non- Executive, Non-Independent Directors, liable to retire by rotation, for the approval of the Members by way of

Ordinary Resolutions. The relevant Ordinary Resolutions form part of the Notice convening the 33^rd Annual General Meeting.

Key Managerial Personnel: CS Naveen Kumar resigned as the Company Secretary and Compliance Officer of the Company with effect from November 3, 2025. CS Pooja Gaur was appointed as the Company Secretary and Compliance Officer of the Company with effect from November 5, 2025. Except for the above, there were no changes in the Key Managerial Personnel of the Company during the year.

Changes in Key Managerial Personnel as on the Date of this Report

After the close of the financial year ended March 31,2026, and up to the date of this Report, the following changes occurred in the Key Managerial Personnel of the Company:

• CS Pooja Gaur resigned from the position of Company Secretary and Compliance Officer of the Company with effect from May 15, 2026.

• CS V. Sri Lakshmi was appointed as the Company Secretary and Compliance Officer of the Company with effect from July 1,2026.

Composition of Board:

The Composition of Board of Directors as on March 31,2026, is as follows:

* W.e.f. April 23, 2025, category changed from Non-Executive - Non-Independent Director to Non-Executive - Independent Director.

Key Managerial Personnel:

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 31,2026:

* CS Pooja Gaur resigned as the Company Secretary and Compliance Officer of the Company w.e.f. May 15, 2026. CS V. Sri Lakshmi was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. July 1, 2026.

Re-appointments:

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rama Mohana Rao Bandlamudi (DIN: 00285798) Director of the Company, retires by rotation at the 33^rd Annual General Meeting ("AGM") and, being eligible, offers himself for re- appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended his reappointment for the approval of the shareholders at the 33^rd AGM.

In compliance with Regulation 36(3) of the SEBI Listing Regulations and the applicable provisions of the Companies Act, 2013, the brief profile and other requisite details of the Director seeking re-appointment is provided in the Notice convening the 33^rd Annual General Meeting.

15. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, the Board of Directors of the Company met 5 (Five) times on April 23, 2025, July 31, 2025, October 30, 2025, February 11,2026 and March 28, 2026. The details thereof are provided in the Corporate Governance Report forming part of this Report. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

16. COMMITTEES OF THE BOARD

As on March 31, 2026, the Board of Directors had constituted the following Committees in compliance with the provisions of the Companies Act, 2013 and the applicable requirements of the SEBI Listing Regulations:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Rights Issue Committee.

The details of the composition, number of meetings held and attendance at the meetings of the above Committees are provided in the Corporate Governance Report forming part of this Annual Report.

The provisions relating to the constitution of a Risk Management Committee under the applicable provisions of the Listing Regulations, were not applicable to the Company during the financial year under review. Accordingly, the Company has not constituted a Risk Management Committee.

17. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations . The Board is of the opinion that the Independent Directors possess the requisite qualifications, experience and integrity and are independent of the management. They have also confirmed compliance with applicable codes and regulations.

18. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has put in place a familiarization programme for its Independent Directors to enable them to understand the Company, its business operations and the senior management. During the year under review, the Independent Directors were familiarized with the Companys business, operations and regulatory environment through periodic presentations at Board meetings covering business performance, future plans, budgets, key challenges, risks and opportunities, as well as relevant legal and regulatory updates.

19. PERFORMANCE EVALUATION

The criteria and process for evaluation of the performance of the Board of Directors and its Committees have been detailed in the Corporate Governance Report forming part of this Annual Report. The evaluation is carried out annually to assess the effectiveness of the Board, its Committees and individual Directors, and to identify areas for improvement, thereby strengthening overall governance and decision-making processes.

20. AUDITORS

Statutory Auditors

M/s. Seshachalam & Co., (Firm Registration No. 003714S), were appointed as the Statutory Auditors of the Company for a first term of five consecutive years, commencing from the conclusion of the 30^th Annual General Meeting ("AGM") until the conclusion of the 35^th AGM of the Company, at such remuneration as may be determined by the Board of Directors in consultation with the Statutory Auditors, in addition to reimbursement of out-of-pocket expenses and applicable taxes.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer.

There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, M/s. Hemang Satra & Associates, Company Secretaries, Mumbai, (COP: 24235 and PRC: 5684/2024), was appointed as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY26 to FY30 at the 32^nd Annual General Meeting held on September 27, 2025.

The Secretarial Audit Report for the financial year ended March 31,2026, in Form MR-3, is annexed to this Report as Annexure II.

23. POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

24. PREVENTION OF INSIDER TRADING SYSTEM AND THEIR ADEQUACY

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, to regulate, monitor and report trading in the Companys securities by its designated persons.

The Code, inter alia, provides for pre-clearance of trades, restrictions on trading while in possession of unpublished price sensitive information (UPSI), and trading window closure mechanisms. The Board of Directors is responsible for the effective implementation and administration of the Code.

25. SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

26. DIRECTORS AND OFFICERS INSURANCE (D & O)

Pursuant to Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Directors and Officers (D&O) Liability Insurance Policy for the benefit of its Directors, including Independent Directors, covering such risks and for such quantum as determined by the Board of Directors.

27. EMPLOYEE STOCK OPTION PLAN

During the financial year under review, pursuant to the recommendations of the Nomination and Remuneration Committee and the Board of Directors, the shareholders approved the IIRM Employee Stock Option Plan, 2025 ("ESOP 2025") with effect from April 17, 2025.

The ESOP 2025 has been introduced with the objective of rewarding employees for their contribution and commitment, fostering long-term value creation, and attracting, retaining, and motivating talented employees to contribute to the Companys sustained growth and profitability. The Plan is intended to align the interests of employees with those of the Company and its shareholders by providing an opportunity to participate in the Companys future growth.

The disclosures relating to the employee share-based benefit schemes, as required under the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are provided in Annexure III forming part of this Report.

A certificate from the Secretarial Auditor certifying that the Companys employee share-based benefit scheme has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the Members is annexed to this Report as Annexure III(a).

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS

During the year under review, there have been no significant or material orders were passed by any Regulators, Courts, or Tribunals impacting the going concern status of the Company and its future operations.

29. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure IVforming part of this Annual Report.

30. RISK MANAGEMENT

The Company has established a robust risk management framework to identify, assess, monitor, and mitigate risks that may affect its business, operations, and strategic objectives. Risk management is an integral part of the Companys governance framework and business processes.

The Companys risk management framework facilitates the identification of key business risks, evaluates their potential impact and likelihood, and ensures the implementation of appropriate mitigation measures. The risks are reviewed periodically by the senior management and the Board to ensure their effective management and to support the Companys long-term growth and sustainability.

31. PARTICULARS OF EMPLOYEES AND REMUNERATION

The Company affirms that the remuneration paid to its Directors and Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the Company. The ratio of remuneration of each Director to the median remuneration of employees and other details required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure V, forming part of this Report.

32. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has adopted a Nomination and Remuneration Policy which ensures an appropriate mix of executive, non-executive and independent directors on the Board, thereby maintaining its independence and separating governance from management functions.

As on March 31, 2026, the Board comprised seven (8) directors, including one (1) executive director, (2) non- executive non independent directors and (5) independent directors, including one-woman director. The Nomination and Remuneration Committee Policy lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of directors and also governs the remuneration framework for directors, key managerial personnel, senior management and other employees.

Details of the Board and committee composition, tenure of directors and areas of expertise are provided in the Corporate Governance Report forming part of this Annual Report.

The Company affirms that all appointments and re-appointments of directors during the year were made in accordance with the said Policy.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons that could have had a potential conflict with the interests of the Company.

The Company has adopted a Policy on Related Party Transactions to ensure proper identification, approval, monitoring and reporting of related party transactions in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

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 31,2026.

34. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR) were not applicable to the Company during the financial year under review, as the Company did not satisfy the prescribed applicability criteria.

35. ANNUAL RETURN

36. INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, there were no amounts required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

37. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, which forms part of this Annual Report.

38. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The requirement for preparation of a Business Responsibility and Sustainability Report (BRSR) under the applicable provisions of the Listing Regulations was not applicable to the Company for the FY26.

39. CODE OF CONDUCT

All Members of the Board and Senior Management personnel have affirmed the compliance with the Code as on March 31, 2026. A declaration to this effect, signed by the Managing Director in terms of the SEBI Listing Regulations, is given in the Corporate Governance Report forming part of this Annual Report.

40. MATERNITY BENEFIT ACT COMPLIANCE

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961, as amended from time to time.

41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy on prevention of sexual harassment at the workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted an Internal Complaints Committee for redressal of complaints. The Company conducts awareness and sensitization programmes to promote a safe, secure and respectful work environment.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

During the financial year under review, no complaints of sexual harassment were received by the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31, 2026, 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.

43. LISTING STATUS

The Companys equity shares are listed on BSE Limited and The Calcutta Stock Exchange Limited (CSE). During the financial year under review, the suspension of trading in the Companys equity shares on CSE was revoked with effect from October 15, 2025. The Company is presently in the process of voluntary delisting of its equity shares from CSE.

44. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, with respect to Directors Responsibility Statement, the Directors, to the best of their knowledge and ability, hereby confirm that:

• in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

• the Directors have selected such accounting policies and applied them consistently and made judgements 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 on March 31,2026 and of the profit of the Company for the year ended on that date;

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

• the Directors have prepared the annual financial statements on a going concern basis;

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

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

45. MD & CFO CERTIFICATE

In accordance with the provisions of Regulation 17(8) of the Listing Regulations, certificate of Chairman & Managing Director and Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2026, forms part of this Annual Report.

46. CYBER SECURITY

There were no cyber security incidents w.r.t breach or loss of data or documents during the year under review.

47. ACKNOWLEDGEMENT

Your directors express their sincere gratitude to all departments of the Central and State Government, as well as various organizations and agencies, for their continued help and cooperation extended to the Company.

We acknowledge the invaluable support of all stakeholders, including members, customers, dealers, vendors, financial institutions, banks, and other business partners, throughout the year.

The directors also formally recognize the unwavering dedication and contributions of all employees of the Company, whose commitment and effort have played a crucial role in our achievements.