To

The Members of

(Formerly known as Sudev Industries Limited)

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 March 31, 2024.

The highlights of the Financial Results are as under:

( in Lakhs - except EPS)

The financial statements for the financial year 2023-24 have been prepared in Accounting Standards.

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.

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

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.

During the financial year 2023-24, the Company changed if main object clause in its Memorandum of Association by passing special resolution in 30th 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 recordedaturnover 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 fieldin which help may any 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

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

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.

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

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

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:

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.

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.

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.

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.

The Composition of Board of Directors as on March 31, 2024, is as follows:

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:

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 30th 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 30th 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 30th 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 Ramudu Jasthi (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 Non-Executive 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 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 in the Act and theconditions of independence as specified 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.

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/.

The Nomination and Remuneration Committee has w.e.f. July 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.

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/.

As at end of Financial Year 2023-24, there were three committees of the Board, as following:

In terms of Section 177 of the Companies Act, 2013, an audit committee has been constituted. Composition of the audit committee and changes during the Financial Year 2023-24 are as follows:

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:

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:

*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.

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:

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.

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 5 Cr. Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable during the financial year 2023-24.

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/.

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:

1. Sampada Business Solutions Limited

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)

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 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.

Chartered Accountants, had appointed as the Statutory Auditors of the Company in casual vacancy w.e.f. April 25, 2023 till the conclusion of 30th 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 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) 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.

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.

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.

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.

The Secretarial Audit Report for the financial yearendedonMarch31,2024isannexed 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:

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.

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.

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.

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/.

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 forPreventionofInsiderTrading. t equipment wherever necessary All Directors and the designated persons have confirmed compliance with the Code.

27. SECRETARIAL STANDARDS technology 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.

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

The properties and assets of the Company are adequately insured.

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

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.

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.

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

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

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

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 prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management periodically.

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.

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.

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).

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.

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.

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 and 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.

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.

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 financialyear 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

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.