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 31,2026.

1. FINANCIAL RESULTS

The highlights of the Financial Results are as under: (INR Lakhs)

The financial statements for the FY26 have been prepared in accordance with the applicable Indian Accounting Standards (Ind
AS) and the provisions of the Companies Act, 2013.

2. PERFORMANCE HIGHLIGHTS

Standalone

On a standalone basis, the Company recorded a turnover of INR 529 lakhs for FY26 as against INR 365 lakhs in
FY25, registering a growth of 44.93%. The Company reported a net profit of INR 93.96 lakhs for FY26 as against a
profit of INR 76.12 Lakhs in FY25, registering a growth of 23.44%.

Consolidated

On a consolidated basis, the Company recorded a turnover of INR 25,214.99 lakhs for FY26 as against INR
21,945.02 lakhs in FY25, registering a growth of 14.9%. The Company reported a net profit of INR 2,436.69 lakhs
for FY26 as against a profit of INR 2,163.06 lakhs in FY25, reflecting a growth of 12.65%.

3. BUSINESS OUTLOOK AND STATE OF AFFAIRS

The business outlook, state of the Company's affairs, and other related matters are discussed in the Management
Discussion and Analysis Report, which forms an integral part of this Annual Report.

4. SHARE CAPITAL

The authorised share capital of the Company is INR 75,60,00,000 (Indian Rupees Seventy-Five Crores Sixty
Lakhs), comprising 15,00,00,000 (Fifteen Crores) Equity Shares of INR 5 each and 6,00,000 (Six Lakhs)
Preference Shares of INR 10 each. The authorised share capital of the Company stands altered pursuant to the
Scheme of Amalgamation of Sampada Business Solutions Limited (Transferor Company) with IIRM Holdings India
Limited (Transferee Company), approved by the Regional Director, South East Region, Ministry of Corporate
Affairs, Hyderabad, vide order dated 22 July 2025.

As on March 31, 2026, the Company's issued, subscribed, and paid-up equity share capital stood at INR
34,07,21,250, comprising 6,81,44,250 equity shares of face value of INR 5 each.

There was no change in the issued, subscribed, and paid-up equity share capital of the Company during the
financial year under review.

5. DEPOSITS

During the financial year under review, the Company did not accept any deposits within the meaning of Sections 73
and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of
principal or interest in respect of public deposits was outstanding as on March 31,2026.

6. DIVIDEND

After considering the Company's working capital requirements and capital expenditure plans, the Board of
Directors has not recommended any dividend for FY26.

7. TRANSFER TO RESERVE

During the financial year under review, the Company has not transferred any amount to the General Reserve.

8. CORPORATE GOVERNANCE

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI Listing Regulations, a separate section
on Corporate Governance has been incorporated in the Annual Report for the information of the members of the
Company. The Corporate Governance Report and the certificate from the Secretarial Auditors of the Company
regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of the
SEBI Listing Regulations, also forms part of this Annual Report.

9. 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 that have occurred
between the end of the financial year of the Company to which the financial statements relate and the date of
this report.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the
Companies Act, 2013 are disclosed in the notes to the standalone and consolidated financial statements forming
part of this Annual Report.

11. DETAILS OF SUBSIDIARY / JOINT VENTURES /ASSOCIATE
COMPANIES

(A) Wholly Owned Subsidiaries

The company has the following wholly owned subsidiary Companies as on March 31,2026:

• India Insure Risk Management & Insurance Broking Services Private Limited, India

• IIRM Global Shared Services Private Limited, India

• IIRM Wellness Services Private Limited (Formerly known as Evexia Solutions Private Limited), India

• IIRM Holdings Pte Ltd, Singapore

(B) Amalgamation

The Scheme of Amalgamation of Sampada Business Solutions Limited, a wholly owned subsidiary of the Company
("Transferor Company"), with IIRM Holdings India Limited ("Transferee Company"), was approved by the Regional
Director, South East Region, Ministry of Corporate Affairs, Hyderabad, vide its approval letter dated July 22, 2025.

(C) Step-down Subsidiaries

As at March 31, 2026, the Company's subsidiary, IIRM Holdings Pte. Ltd., Singapore, had the following
subsidiary companies:

• IIRM Lanka Insurance Brokers Private Limited, Sri Lanka. (Holding - 83.19%)

• IIRM Maldives Insurance Brokers Private Limited, Maldives. (Holding - 75%)

(D) Step-down Associate Company

During the financial year under review, the Company did not have any direct associate companies or joint ventures.
However, the Company's subsidiary, IIRM Holdings Pte. Ltd., Singapore, has an associate company, IIRM Kenya
Insurance Brokers Limited, Kenya, in which it holds a 40% equity stake.

Pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial statements of the Company's subsidiaries, including the
changes, if any, during FY26, is provided in Form AOC-1 and forms part of this Board's Report as Annexure I.

During the financial year under review, there was no material change in the nature of business carried on by any of
the Company's subsidiaries or associate companies.

Pursuant to the provisions of the Companies Act, 2013 read with the Rules made thereunder, the audited financial
statements of the Company's subsidiary companies are available on the Company's website at https://www.iirmhol
dings.in/investor/subsidiary-financial-statements/.

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 Company's 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.

In terms of Regulation 25(7) of the SEBI Listing Regulations, details of the familiarization programme for
Independent Directors are available on the Company's website at https://www.iirmholdings.in/content_images/repor
ts/Familiarization%20Programme_2025-2026.pdf.

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.

The Framework for Directors performance evaluation can be accessed on the website of the Company at https://w

ww.iirmholdings.in/content_images/reports/14Apr2025/Corporate_Governance_Policies/Framework%20for%20Dir

ectors%20performance%20evaluation.pdf.

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 Auditor's Report are self-explanatory and do not call for
any further comments. The Auditor's 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.

The Secretarial Audit Reports of India Insure Risk Management and Insurance Broking Services Private Limited
and IIRM Global Shared Services Private Limited, material unlisted wholly owned subsidiaries of the Company,
issued by the Secretarial Auditor in Form MR-3, are enclosed as Annexure II (a) & II (b) to this Annual Report.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for FY26
issued by the Secretarial Auditor has been submitted to the Stock Exchanges and is annexed to this Annual Report
as Annexure II (c).

The said Reports do not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditors

During the year under review, M/s. PS Reddy & Associates, Chartered Accountants, acted as the Internal Auditors
of the Company and submitted their reports to the Audit Committee on a periodic basis.

Upon completion of their tenure, the Board of Directors, based on the recommendation of the Audit Committee and
pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules,
2014, appointed M/s. B Venkata Chandu & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors
of the Company for the financial year 2026-27.

Cost Audit

The provisions of Section 148 of the Companies Act, 2013 relating to maintenance of cost records and cost audit
are not applicable to the Company.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR
ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity
of its operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding
of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and
timely preparation of reliable financial information.

The effectiveness of the internal financial control framework is reviewed through internal audits, management
reviews and oversight by the Audit Committee. The Statutory Auditors and Internal Auditors periodically present
their observations on the adequacy and effectiveness of internal financial controls to the Audit Committee, which in
turn reviews the same and provides appropriate recommendations to the Board.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower
Policy for directors and employees to report genuine concerns. The Policy provides adequate safeguards against
victimization and ensures direct access to the Chairman of the Audit Committee in appropriate cases. During the
year under review, no whistle blower complaints were received, and no person was denied access to the Chairman
of the Audit Committee. The Policy is available on the Company's website and can be accessed at https://www.iirm
holdings.in/contentJmages/reports/14Apr2025/Corporate_Governance_Policies/VIGIL%20MECHANISM%20%20
WHISTLE%20BLOWER%20MECHANISM%20POUCY.pdf.

23. POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Board of Directors of the Company has, in accordance with the SEBI 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/policies/Policy%20For%20Determining%20Materi
al%20Subsidiaries.pdf.

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 Company's 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.

All Directors and designated persons have affirmed their compliance with the Code during the financial year under
review. The Code is available on the Company's website at https://www.iirmholdings.in/content_images/reports/14A
pr2025/Corporate_Governance_Policies/CoC%20for%20Prohibition%20of%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/repo
rts/14Apr2025/Corporate_Governance_Policies/Code%20of%20Fair%20Disclosure%20of%20UPSI.pdf.

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 Company's 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
Company's 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 Company's 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).

The details of the aforesaid schemes are available on the Company's website at https://www.iirmholdings.in/investo
r/employee-benefit-schemes/.

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
Company's governance framework and business processes.

The Company's 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 Company's 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.

The particulars of employees and related disclosures required pursuant to Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 form part of this Report. In accordance with the provisions of Section 136(1) of the
Companies Act, 2013, the Annual Report is being sent to the Members excluding the aforesaid information. Any
Member interested in obtaining a copy of the same may write to the Company at cs@iirmholdings.in.

32. COMPANY'S 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.

The Nomination and Remuneration Policy of the Company is placed on the website of the Company at https://www.
iirmholdings.in/contentJmages/reports/14Apr2025/Corporate_Governance_Policies/NRC%20Policy.pdf.

Criteria for making payments to non-executive directors is placed on the website of the Company at https://www.iir

mholdings.in/contentJmages/reports/14Apr2025/Corporate_Governance_Policies/CRITERIA%20FOR%20MAKIN

G%20PAYMENT%20TO%20NON-EXECUTIVE%20DIRECTORS.pdf.

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 arm's 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
Company's financial statements for the financial year ended March 31,2026.

The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Company's
website and can be accessed at https://www.iirmholdings.in/content_images/reports/14Apr2025/Corporate_Govern
ance_Policies/Policy%20on%20Related%20Party%20Transactions.pdf.

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

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the
Company for the financial year ended March 31,2025 is available on the Company's website at https://www.iirmhol
dings.in/investor/annual-returns/. The Annual Return for the financial year ended March 31, 2026 shall be made
available on the Company's website upon filing with the Ministry of Corporate Affairs (MCA). at https://www.iirmhold
ings.in/investor/annual-returns/.

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

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.iirmhol
dings.in/contentJmages/reports/14Apr2025/Corporate_Governance_Policies/CODE%20OF%20CONDUCT%20F
OR%20DIRECTORS%20AND%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, 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 Company's 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 Company's 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.

On behalf of the Board
For IIRM Holdings India Limited

Place: Hyderabad Sd/-

Date: July 31,2026 Ramakrishna Vurakaranam

Chairman and Managing Director
DIN:00700881