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 Company's Affairs
The information on business outlook and Company's affairs and
related aspects is provided under Management Discussion and Analysis report, which has
been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.
4. Share Capital
The Authorized Share Capital of the Company is
` 50,00,00,000/- divided into 10,00,00,000 equity shares face value of
` 5/- each.
The paid-up Equity Share Capital as on March 31, 2025, was `
34,07,21,250/- divided into 6,81,44,250 equity shares face value of ` 5/- each. There is
no change in paid-up share capital of the Company during the year.
During the year under review, the Company has not issued any shares
with differential voting rights nor granted stock options nor sweat equity.
5. Rights Issue
The Board of Directors of the Company, at its meeting held on Tuesday,
December 17, 2024, approved the raising of funds through the issuance of equity shares for
an aggregate amount not exceeding ` 44,00,00,000/- (Rupees Forty-Four Crore Only) on a
rights issue basis. To oversee the process of the proposed rights issue, the Company has
constituted a Rights Issue Committee comprising Mr. Rama Mohana Rao Bandlamudi, Mr.
Vurakaranam Ramakrishna, and Ms. Deepali Anantha Rao. The Company has appointed Bonanza
Portfolio Limited as the Lead Manager, Beetal Financial
& Computer Services Private Limited as the Registrar, and Zenith
India Lawyers as the Lead Advisor for the proposed Rights Issue. As of March 31, 2025, the
Rights Issue process was underway.
6. Deposits
During the period under review, the Company has not accepted any
deposits within the meaning of Sections 73 and 74 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or
interest on public deposits was outstanding as on March 31, 2025.
7. Dividend
The Board of Directors of the Company, after considering factors such
as elongated working capital cycle and capex requirement, have not recommended any
dividend for the financial year ended March 31, 2025.
8. Transfer To Reserve
During the year under review, no transfer is proposed to any reserves
and accordingly, the entire balance available in the statement of profit and loss is
retained in it.
9. Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements. The Corporate Governance
Report, as required under Regulation 34 read with Schedule V of the Listing Regulations,
forms part of this Annual Report.
The Independent Auditors' Certificate confirming compliance with
Corporate Governance norms is attached to the Corporate Governance Report. Further, as
required under Regulation 17(8) of the Listing Regulations, a certificate from the
Managing Director and CFO is also attached to the Corporate Governance Report.
10. MATERIAL CHANGES AND COMMITMENTS
Affecting the Financial Position of the Company
There are no material changes or commitments affecting the financial
position of the Company which occurred between the end of the financial year to which the
financial statements relate and the date of this report, except the following:
a) Scheme of Amalgamation between Sampada Business Solutions Limited
(Transferor Company of Telangana) with IIRM Holdings India Limited (Transferee Company of
Telangana) has been approved by Regional Director - South East Region, Ministry of
Corporate Affairs, Hyderabad, vide letter dated July 22, 2025.
b) The Board in recommendation with the Nomination
& Remuneration Committee, at its meeting held on January 22, 2025,
had approved the proposal to introduce an IIRM Employee Stock Option Plan 2025 (ESOP 2025)
consisting of 15,00,000 (Fifteen Lakhs) options and IIRM Employee Stock Purchase Scheme
2025 (ESPS 2025) consisting of 5,00,000 (Five Lakhs only) equity shares, subject to the
approval of shareholders. Which were duly approved by the shareholders of the Company via
special resolution on April 17, 2025, through postal ballot, which was passed with
requisite majority.
11. Particulars
Particulars of loans given, guarantees provided and investments made by
the Company during the financial year ended March 31, 2025, as required under the
provisions of Section 186 of the Act read with Companies (Meetings of Board and its
Powers) Rules, 2014, are disclosed in the notes to Financial Statements which may be read
as a part of this Report.
12. Details Of Subsidiary/Joint Ventures/Associate Companies
Sampada Business Solutions Limited, India - Subsidiary company
As on March 31, 2025, Your Company has one wholly owned subsidiary,
Sampada Business Solutions Limited. Sampada has been focused on investing in the Insurance
Distribution and allied services in the emerging markets of South-East Asia and Africa.
The group companies operate in India, Singapore, Sri Lanka, Maldives, and Kenya.
Sampada's entire paid-up share capital was acquired by IIRM Holdings India Limited in
January 2025, making it wholly owned subsidiary of the Company.
Amalgamation of Sampada Business Solution Limited with IIRM Holdings
India Limited
The Board of Directors of the Company, at its meeting held on
Wednesday, January 22, 2025, considered and approved the Scheme of Amalgamation of Sampada
Business Solutions Limited (Formerly known as Sampada Business Solutions Private Limited)
("Transferor
Company" or "Sampada") with IIRM Holdings India Limited
(Formerly Known As Sudev Industries Limited) ("Transferee Company" or
"IIRMHIL") and their respective Shareholders and Creditors (Under Section 233 of
the Companies Act, 2013), subject to the requisite approvals and sanction of Central
Government through the office of the Regional Director, South East Region, Ministry of
Corporate Affairs ("RD") or Registrar of Companies, Ministry of Corporate
Affairs, Telangana, Hyderabad ("RoC") or Official Liquidator ("OL") or
such other competent authority or regulatory body and subject to the approval of
respective shareholders and/or creditors. The shareholders of the Company approved the
Scheme of Amalgamation via special resolution on April 17, 2025, through postal ballot,
which was passed with requisite majority.
Scheme of Amalgamation has been approved by Regional Director - South
East Region, Ministry of Corporate Affairs, Hyderabad, w.e.f. July 21, 2025, vide letter
dated July 22, 2025.
Step-down Subsidiaries
At the end of financial year, the Subsidiary, Sampada Business
Solutions Limited further had following wholly owned subsidiaries:
1) India Insure Risk Management & Insurance Broking Services
Private Limited, India.
2) IIRM Global Shared Services Private Limited, India (Formerly known
as I Share Business Services (India) Private Limited)
3) IIRM Wellness Services Private Limited, India (Formerly known as
Evexia Solutions Private Limited)
4) IIRM Holdings Pte Ltd, Singapore
IIRM Holdings Pte Ltd, Singapore further had following Subsidiaries
& Associate Companies:
i. IIRM Lanka Insurance Brokers Private Limited, Sri Lanka. (Holding -
83.19%)
ii. IIRM Maldives Insurance Brokers Private Limited, Maldives. (Holding
– 75%)
iii. IIRM Kenya Insurance Brokers Limited, Kenya. (Holding – 40%)
As per the provisions of Section 129 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, a statement containing the salient features of
the financial statements of the Subsidiary Companies along with the changes occurred
during the financial year 2024-25 is provided in Form AOC-1 as Annexure - I.
In accordance with the provisions of the Companies Act, 2013 and the
Rules framed thereunder, the Balance Sheet, Statement of Profit and Loss and other
documents of the subsidiary companies are being made available on the website of the
Company at https://www.iirmholdings.in/investor/subsidiary-financial-statements/.
Associate Company/Joint Venture
During the year under review, the Company does not have any direct
Associates or Joint ventures. However, Company's step-down subsidiary, IIRM Holdings Pte
Ltd, Singapore, has an associate company named IIRM Kenya Insurance Brokers Limited,
Kenya. Details of which are provided in Form AOC-1 as Annexure - I to this Board's
Report.
During the year under review no Company has ceased to be Company's
Subsidiary/Joint Venture/Associate.
Consolidated Financial Statements
The consolidated financial statements for the financial year ended
March 31, 2025, are prepared in accordance with Indian Accounting Standards as per the
Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 and other
relevant provisions of the Act. As per the provisions of Section 136 of the Act, the
Company has placed separate audited accounts of its subsidiaries on its website at
https://www.iirmholdings. in/investor/subsidiary-financial-statements/ and a copy of
separate audited financial statements of its subsidiaries will be provided to shareholders
upon their request.
13. Change In Nature Of Business
There have been no changes in the nature of the business of the Company
during the year under review.
14. Directors And Key Managerial Personnel
As on March 31, 2025, the Company has Eight (8) Directors with an
optimum combination of Executive and Non-Executive Directors including one woman director.
The Board comprises Seven (7) Non-Executive Directors, out of which four (4) are
Independent Directors.
The Board received a declaration from all the directors under section
164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the
directors of the Company is disqualified under the provisions of the Companies Act, 2013,
(‘Act') or under the Listing Regulations.
i. Appointments, Change in Designation and Resignations during the year
under review:
Directors:
a) Mr. Rahul Chhabra (DIN: 10041446): The Board, based on the
recommendation of the Nomination and Remuneration Committee, appointed Mr. Rahul Chhabra
as an Independent Director on the Board of the Company w.e.f. August 15, 2024, and the
approval from the shareholders was sought at the 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
Company's business and management practices.
Periodic presentations were made at Board meetings to apprise Directors
about the Company's business operations and performance, key challenges faced and
anticipated, future business plans, including budgets and strategic outlook, relevant
regulatory and legal updates.
In accordance with Regulation 25(7) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the details of the familiarization program
for Independent Directors are available on the Company's website at
https://www.iirmholdings.in/content_ images/reports/Familiarization%20Program%20to%20
Independent%20Directors.pdf.
19. Criteria For Determining Qualifications, Attributes And
Independence Of A Director
The Nomination and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and independence of Directors in terms
of provisions of Section 178 (3) of the Companies Act 2013 Act and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Independence: In accordance with the above criteria, a Director
will be considered as an ‘Independent Director' if he/she meet with the criteria
for ‘Independent Director' as laid down in the Companies Act, 2013, and SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015.
Qualifications: A transparent Board nomination process is in place
that encourages diversity of thought, experience, knowledge, perspective, age and gender.
It is also ensured that the Board has an appropriate blend of functional and industry
expertise. While recommending the appointment of a Director, the
Nomination and Remuneration Committee considers the manner in which the
function and domain expertise of the individual will contribute to the overall skill-
domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under
the Companies Act 2013, the Directors on the Board of the Company are also expected to
demonstrate high standards of ethical behavior, strong interpersonal and communication
skills and soundness of judgment. Independent Directors are also expected to abide by the
‘Code for Independent Directors' as outlined in Schedule IV to the Companies Act
2013.
Terms and Conditions of Appointment of Independent Directors is
available on the Company's website at 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 Auditor's Report on the
Accounts for the year ended March 31, 2025, and has noted that the same does not have any
reservation, qualification or adverse remarks.
Secretarial Auditors and their report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors of the Company had appointed CS P V S
Ramanjaneyulu, Proprietor of SPV & Company, Company Secretaries, Hyderabad (C.P No:
22999, PR Certificate No.: 2593/2022) to undertake the Secretarial Audit of the
Company for the year ended March 31, 2025, and their report in Form MR-3 is annexed to
this Report as Annexure - II. There are no qualifications, reservations, adverse
remarks or disclaimer in the said report except the following:
| Details of Violation |
Observations/Remarks of the Practicing
Company Secretary (PCS) |
Remarks by Management |
| 1. Delay in appointment of Company Secretary as the
Compliance Officer |
The Company failed to appoint Company Secretary and
Compliance officer within timeline. |
The fine as levied was duly paid by the Company. |
| 2. The Company did not appoint half of the board of directors
as independent directors till August 14, 2024. |
Mr. Yugandhara Rao Sunkara was appointed as Non-Executive
Director and Independent Director of the Company effective from November 3, 2023. His
directorship as an Independent Director is compromised on acquisition of Sampada Business
Solutions Limited by the Company after January 18, 2024, in terms of Regulation
16(1)(b)(vi)(A) of SEBI (LODR) Regulation 2015 and section 149(6) of the Companies Act,
2013. Due to which, the requirement of having half of the board of directors as
independent directors was not met within the prescribed time limit i.e. July 17, 2024.
However, the said requirement was complied on Aug 15, 2024. |
Due to the acquisition of Sampada Business Solutions Limited
by the Company, Mr. Yugandhara Rao Sunkara's directorship was compromised. The Company
made efforts to identify a suitable candidate for the role of Independent Director and
subsequently appointed Mr. Rahul Chabra, who happens to be an IFS officer and a former
Ambassador serving the MEA, GoI. The Company's Board was duly constituted in
compliance with regulatory requirements on August 15, 2024. |
| 3. Related Party Transactions - Disclosures made to Stock
Exchange were incomplete. |
It was observed that during the review period, step down
subsidiaries of the Company (Sampada Business Solutions Limited -Direct Subsidiary; India
Insure Risk Management and Insurance Broking Services Private Limited-Step Down
Subsidiary, IIRM Global Shared Services Private Limited-Step Down Subsidiary, IIRM
Holdings PTE. LTD. Singapore-Step- Down Subsidiary, IIRM Wellness Services Private
Limited-Step-Down Subsidiary, IIRM Lanka Insurance Brokers Private Limited, Sri Lanka-
Step-Down Subsidiary, IIRM Maldives Insurance Brokers Private Limited, Maldives- Step-Down
Subsidiary) entered into certain transactions and the disclosures filed with BSE in
relation to these transactions were incomplete. |
The transactions as mentioned were related to the step- down
subsidiaries; however, compliance was ensured at the level of the direct subsidiary. |
| 4. Non appointment of Independent Director on the Board of
unlisted material subsidiaries |
It has been observed that an Independent Director of the
Listed Company was not appointed on the Board of an unlisted material subsidiaries India
Insure Risk Management and Insurance Broking Services Private Limited and IIRM Global
Shared Services Private Limited. |
Mr. Yugandhara Rao Sunkara has been appointed as an
Independent Director of the Company with effect from April 23, 2025, subject to
shareholders' approval. He is already serving as a director on the Board of India Insure
Risk Management and Insurance Broking Services Private Limited, and the said appointment
for other material companies are in the process of being completed. |
| 5. Delay in filing the intimation regarding the change in
designation of Mr. Yugandhara Rao Sunkara from Independent Director to Non-Executive Non-
Independent Director. |
The change in designation of Mr. Yugandhara Rao Sunkara from
Independent Director to Non-Executive Non-Independent Director was approved by the Board
of Directors on September 02, 2024; however, the said change was not intimated to the
Stock Exchanges within the prescribed timeline. |
The intimation of change in designation was informed to the
stock exchange with a delay due to technical glitches in the system. |
| 6. Delay in filing Disclosure of events or information. |
i. It was observed that the Company disclosed information
regarding the change in the RO on 28/09/2023 and received an order from the RD for the
shift of the RO from Uttar Pradesh to Telangana on 05/07/2024. This ongoing process was
not disclosed to the SE. |
i. The Company informed to the stock exchange within the
timeline about the change of registered officer upon receipt of final certificate of
change of registered office from the ROC - Telangana. |
|
ii. The Promoter of the Company received a settlement order
from SEBI on 31/01/2025. However, the Company failed to disclose the same to the SE. |
ii. The matter was at the personal level of the promoter and
in no way relevant to the Company. The Resolution of the matter was for the Promoter of
the Company in his personal capacity and there is no impact of whatsoever nature of the
same on the Company. |
|
iii. The Company has received few penalties and subsequently
paid; however, closure of the penalties has not been informed to stock exchange. |
iii. The Company informed to the stock exchange upon receipt
of the penalties and settled the non-compliance by paying the said penalties. |
|
iv. The Company approved the ESOP and ESPS but the required
format was not followed while submitting with Stock Exchange. |
iv. The Company has covered the requirements in the filing
made to stock exchange. |
| 7. SEBI Warning Letter - There have been delays in the
submission of requisite filings and instances of incomplete or inadequate disclosures made
to the Stock Exchange. |
There have been delays in the submission of requisite filings
and instances of incomplete or inadequate disclosures made to the Stock Exchange. The
Company failed to submit a timely intimation to the Stock Exchange regarding the issuance
of the warning letter. |
The Company addressed the non-compliance by notifying the
stock exchange, and the issue has now been resolved. |
| 8. Delay in disclosure |
The promoter's reclassification to public, post open offer,
was not filed with the stock exchange within 24 hours. |
The Company has filed the application for reclassification to
the stock exchange and the current status is "Case is under process with Listing
Operation team" |
| 9. According to the financial results submitted by the
Company for the quarter ended March, 2023, Company is hereby requested to provide valid
peer review certificate as per Reg 33(1)(d) of SEBI LODR. |
The Company yet to respond to the query raised by the BSE. |
This was before the new promoters took over the Company from
the previous promoters and accordingly it is a matter of legacy. The response on the same
lines is being addressed to BSE. |
| 10 Delay in submission of the financial results within the
period prescribed time line under this regulation |
Delay in submission of the consolidated cash flow statement
within the period prescribed timeline. |
The non-compliance has been regularised by filing
consolidated cash flow statement on July 29, 2024. |
| 11. Encumbrance details not disclosed for certain promoters |
It was observed that Disclosure made by all promoters except
Ms. Agarwal Anupma and Ms. Agarwal Indu Bala. |
The company did not receive the disclosures from Ms. Agarwal
Anupma and Ms. Agarwal Indu Bala. |
| 12. CSE - Delay in filings/ Non-filing |
The Company is suspended on the Calcutta Stock Exchange
Limited (CSE) and imposed penalties and subsequently the said panties has been paid by the
Company. |
The Company is in the process to get the suspension revoked
followed by delisting from CSE. |
The Audit Committee and the Board has duly taken note of the
observations made by the Secretarial Auditor in their report. The Board discussed the same
in detail and has advised the management to implement appropriate checks and controls to
address the areas highlighted. Further, the Board has emphasized the need to strengthen
internal monitoring and compliance mechanisms so as to minimize the chances of recurrence
in the future. The Company remains committed to adopting best governance practices and
ensuring continued compliance with all applicable laws and regulations.
The Secretarial Audit Reports of Sampada Business Solutions Limited,
India Insure Risk Management and Insurance Broking Services Private Limited and IIRM
Global Shared Services Private Limited (material unlisted wholly-owned
subsidiary/step-down subsidiary companies in India) issued by CS P V S Ramanjaneyulu,
Proprietor of SPV & Company, Company Secretaries, Hyderabad (C.P No: 22999, PR
Certificate No.: 2593/2022) in form MR-3 are enclosed to this Report as Annexure -
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 Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures.
The Company has implemented adequate procedures and internal control
systems which provide reasonable assurance regarding reliability of financial reporting
and preparation of financial statements. This internal control system is supplemented by
an extensive program of internal and external audits, as well as periodic reviews by
management.
The Company has appointed Internal Auditors to examine the internal
controls and verify whether the workflow of the organization is in accordance with the
approved policies of the Company. Internal Financial Controls were reviewed by the Audit
Committee. Further, the Board also reviews effectiveness of the Company's internal
control system and the Statutory Auditors of the Company also carried out audit of
Internal Financial Controls over Financial Reporting of the Company as on March 31,2025
and issued their report which forms part of the Independent Auditor's report.
The Statutory Auditors and the Internal Auditors are, inter alia,
invited to attend the Audit Committee Meetings and present their observations on adequacy
of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly,
the Audit Committee makes observations and recommendations to the Board of Directors of
your Company.
25. Vigil Mechanism/Whistle Blower Policy
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. To maintain these standards, the Company
encourages its employees who have concerns about suspected misconduct to come forward and
express these concerns without fear of punishment or unfair treatment. The Company has
adopted a Whistle Blower policy to establish a vigil mechanism for directors and employees
to report concerns about unethical behaviour, actual or suspected fraud or violation of
the Codes of conduct or ethics policy. The Whistle Blower Policy has been placed on
website of the Company at https://www.iirmholdings.in/content_
images/reports/14Apr2025/Corporate_Governance_ Policies/VIGIL%20MECHANISM%20%20WHISTLE%20
BLOWER%20MECHANISM%20POLICY.pdf.
26. Policy For Determining Material Subsidiaries
The Board of Directors of the Company has, in accordance with the
Listing Regulations, approved and adopted a Policy for determining material subsidiaries
and the said policy as uploaded on the website of the Company at
https://www.iirmholdings.in/content_ images/reports/14Apr2025/Corporate_Governance_
Policies/POLICY%20FOR%20DETERMINING%20 MATERIAL%20SUBSIDIARIES.pdf.
27. Prevention Of Insider Trading And Code Of Fair Disclosure
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by designated persons of the
Company. The Code requires preclearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the designated persons while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the trading window is closed. The Board is responsible for the
implementation of the Code of Conduct for Prevention of Insider Trading. All Directors and
the designated persons have confirmed compliance with the Code and a copy of the Code of
Conduct for Prevention of Insider Trading is available on company's website at
https://www.iirmholdings. in/content_images/reports/14Apr2025/Corporate_
Governance_Policies/CoC%20for%20Prohibition%20 of%20Insider%20Trading_22Jan2025.pdf.
Further, the Board has also formulated code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure
Code") for fair disclosure of events and occurrences that could impact price
discovery in the market for the Company's securities and to maintain the uniformity,
transparency and fairness in dealings with all stakeholders and ensure adherence to
applicable laws and regulations. The copy of the same is available on the website of the
Company in the Investor section at https://www.
iirmholdings.in/content_images/reports/14Apr2025/
Corporate_Governance_Policies/Code%20of%20 Fair%20Disclosure%20of%20UPSI.pdf.
Mr. Vurakaranam Ramakrishna is appointed as Compliance Officer under
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
by Board w.e.f. May 22, 2025.
28. SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards, i.e. SS-1 and
SS-2, relating to Meetings of the Board of Directors and General Meetings, issued by the
Institute of Company Secretaries of India.
29. Credit Rating
The Company has not obtained ratings from any credit rating agency
during the financial year 2024-25.
30. Insurance
The properties and assets of the Company are adequately insured.
Directors' and Officers' Insurance (‘D & O')
In compliance with Regulation 25(10) of the SEBI Listing Regulations,
the Company has in place Directors' and Officers' (D&O) insurance to cover
members of the Board, including Independent Directors, for such risks and amounts as
determined by the Board. This insurance provides protection to directors against personal
liability, in accordance with applicable laws, when they act in good faith, discharge
their fiduciary duties, and operate in the best interests of the Company.
31. Employee Stock 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 Company's Operation In
Future
During the year under review, no significant or material orders were
passed by any Regulators, Courts, or Tribunals that could affect the Company's going
concern status or its future operations.
33. Conservation Of 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. Company's Policy On Directors' Appointment And
Remuneration
The Company framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. Nomination and Remuneration Committee works with
the Board to determine the appropriate characteristics, skills and experience for the
Board as a whole and its individual members with an objective of having a Board with
diverse backgrounds and experience. Characteristics expected from all Directors include
independence, integrity, high personal and professional ethics, sound business judgment,
ability to participate constructively in deliberations and willingness to exercise
authority in a collective manner.
The Nomination and Remuneration Policy of the Company is placed on the
website of the Company at 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 arm's length basis. During the year, the
Company did not enter into any transaction, contract or arrangement with related parties,
which could be considered material, in accordance with the Company's Policy on
dealing with Related Party Transactions ("RPT Policy"). Accordingly, the
disclosure of related party transactions as required under Section 134(3)(h) of the Act in
Form AOC-2 is not applicable.
During the year under review, all related party transactions entered
into by the Company were approved by the Audit Committee. Prior omnibus approval of the
Audit Committee is obtained for the transactions which are foreseen and are repetitive in
nature.
As required under the Indian Accounting Standards, related party
transactions are disclosed in Notes to the Company's financial statements for the
financial year ended March 31, 2025.
In accordance with the requirements of the Listing Regulations, the
Company has adopted a Policy on Materiality of and dealing with Related Party Transactions
and the same has been placed on the website of the Company at https://www.iirmholdings.
in/content_images/reports/14Apr2025/Corporate_
Governance_Policies/Policy%20on%20Related%20 Party%20Transactions.pdf.
38. Corporate Social Responsibility
The provision of Section 135 of the Companies Act, 2013 regarding
Corporate Social Responsibility shall not be applicable to companies having net worth not
exceeding 500 Cr or turnover not exceeding 1,000 Cr or net profit not exceeding 5 Cr or
more during any financial year, as on the last date of the previous financial year. In
this connection, we wish to inform you that in respect of our Company as on the last
audited balance sheet as of March 31, 2025, neither the net worth exceeds 500 Cr nor
turnover exceeds 1,000 Cr nor net profit exceeding 5 Cr. Hence, the provisions of
Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable
during the financial year 2024-25.
39. Extract Of Annual Return
In accordance with Sections 134(3)(a) and 92(3) of the Act, the annual
return in form MGT-7 is placed on the website of the Company https://www.iirmholdings.in/
content_images/reports/Annual%20Return%202024-25.pdf
40. Transfer Of Amounts To Investor Education And Protection Fund
The Company did not have any fund lying unpaid or unclaimed for a
period of last seven years. Therefore, no 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/Board's Report
The Company has not revised the Financial Statements or Board's
Report in respect of any of the three preceding financial years.
44. Political Contributions
During the period under reveiw, the Company did not make any political
contributions. We remain committed to maintaining neutrality and ensuring full compliance
with all applicable legal and regulatory requirements.
45. Code Of Conduct
In compliance with Regulation 17(5) of the Listing Regulations, the
Board of Directors have framed and adopted Code of Conduct for Directors and Senior
Management ("the Code"). The Code provides guidance on ethical conduct of
business and compliance of law. The Code is available on the Company's website at
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 Company's equity shares are listed on BSE Limited
("BSE") and The Calcutta Stock Exchange Limited ("CSE"). At present,
trading in the Company's shares remains suspended on CSE. The Company is in the
process of seeking revocation of the suspension, followed by delisting from CSE. The
listing fees have been duly paid to the stock exchanges, along with the annual custody
fees to National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) for the financial year ended March 31, 2025.
50. Directors Responsibility Statement
Your Directors, to the best of their knowledge and belief and according
to the information and explanation obtained by them, make the following statement in terms
of clause (c) of sub-section (3) of Section 134 of Companies Act 2013 that: a) In the
preparation of the annual accounts for the financial year ended on March 31, 2025, the
applicable accounting standards had been followed along with proper explanation relating
to material departures.
b) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as of March 31, 2025,
and of the profit and loss of the Company for that period;
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in and detecting fraud and other
irregularities;
d) The directors had prepared the annual accounts on a going concern
basis;
e) The directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively
51. Acknowledgement
Your Board of Directors thank the Company's bankers/ financial
institutions, creditors, stock exchanges, RTA, the shareholders and all other stakeholders
for the continued support and co-operation and assistance extended by them to the Company
and look forward for their continued support.
|
|
On behalf of the Board |
|
|
IIRM Holdings India Limited |
|
(Formerly known as Sudev Industries Limited) |
|
|
Sd/- |
Sd/- |
|
Rama Mohana Rao Bandlamudi |
Vurakaranam Ramakrishna |
| Place: Hyderabad, |
Non-Executive Non-Independent Director |
Chairman & Managing Director |
| Date: July 31, 2025 |
DIN: 00285798 |
DIN: 00700881 |
|