IIRM Holdings India Ltd

IIRM Holdings India Ltd — Trading Window closure from October 01, 2026; Re-opening after 48 hours from the declaration of the Unaudited Financial Results (Standalone and Consolidated) for the quarter and half year ending September 30, 2026

Acquisition details

• Target: IIRM Holdings India Limited.
• Acquirer: Carpediem Capital Partners Fund II; PACs: none; promoter group: No.
• Exchanges: BSE Limited and Calcutta Stock Exchange Limited.
• Mode: Preferential Allotment of Equity Shares and Convertible Warrants.
• Pre-acquisition holding: Nil across all categories.
• Acquisition: 11,67,295 voting shares; 66,14,671 warrants; total 77,81,966.
• Post-acquisition: 11,67,295 voting shares; 66,14,671 warrants; total 77,81,966.
• Voting rights: 1.67%; Warrants: 9.48%; Total 11.15% (assuming conversion).
• Encumbrances: Nil.
• Salient features: Warrants convertible within 18 months; 25% upfront paid.
• Date of allotment: September 11, 2026.
• Equity share capital before: INR 34,07,21,250.
• Equity share capital after: INR 34,85,20,665.
• Total diluted share capital after: INR 39,27,17,330.

Transaction details

• Target: IIRM Global Shared Services Private Limited, India-based office admin and business support services.
• Turnover (last three years): INR 7,611.15 lakh; 7,209.04 lakh; 6,159.18 lakh.
• Related party: Yes; wholly owned subsidiary of IIRM Holdings; conversion on arm's length basis.
• Industry: Office administrative and other business support activities.
• Purpose: Convert pre-existing loan of Rs 34.78 crore into equity to strengthen capital.
• Regulatory approvals: Not applicable.
• Timeline: Not disclosed.
• Consideration: No cash; loan converted into equity shares.
• Price: Rs 116 per share (Rs 5 face, Rs 111 premium).
• Shareholding: No change; IIRM Global remains wholly owned.
• Background: IIRM Global provides admin and office support; India-based presence; turnover disclosed.
• Allotment to: 29,98,385 equity shares issued to IIRM Holdings.
• Fundamental effect: outstanding loan reduced by Rs 34.78 crore.
• Relation: IIRM Global remains wholly owned; no change in control.

In-principle approval for preferential issue

• In-principle approval received from BSE for proposed preferential issue to non-promoters.
• Issue comprises 15,70,352 equity shares of INR 5 each at INR 143.28 per share.
• Additionally, 88,98,657 warrants convertible into 88,98,657 equity shares at INR 143.28 each.
• Warrants and shares are to be issued to non-promoters on a preferential basis.
• Final approvals, pricing, and allotment are subject to regulatory and corporate approvals.
• Date of in-principle approval: August 28, 2026.

AGM details

• Date and mode: 27 Aug 2026, 4:00 PM, via VC/OAVM.
• AGM duration: 4:00 PM to 4:35 PM.
• Record date: 20 Aug 2026.

Resolutions and outcomes

• Item 1 (Ordinary): Adoption of audited financial statements; passed with 100% in favour.
• Item 2 (Ordinary): Re-appointment of Rama Mohana Rao Bandlamudi by rotation; passed.
• Item 3 (Special): Approval of managerial remuneration for CMD Ramakrishna; passed.
• Item 4 (Special): Approval for sale/disposal of assets of material subsidiaries; passed.
• Item 5 (Special): Approval for preferential issue of equity shares; passed.
• Item 6 (Special): Approval for preferential issue via convertible warrants; passed.
• Item 7 (Ordinary): Appointment of Hithendra Karadathodi Ramachandran as director; passed.
• Item 8 (Ordinary): Appointment of Sathya Pramod Nagaraj as director; passed.
• Item 9 (Special): Amendment of Articles of Association; passed.

Attendance and governance notes

• Total shareholders on record date: 1,900; attendees: 4 promoters, 35 public via VC.

Preferential issue and post-issue disclosures

• AGM on Aug 27, 2026 approved preferential issue of 1,570,352 equity shares and 8,898,657 warrants.
• Post-issue shareholding percentages for proposed allottees disclosed; pre-issue holdings for allottees Nil.
• Allottees are Non-Promoter; post-issue percentages calculated on Fully Diluted Basis.
• Highest post-issue stake: 9.90% for Carpediem Capital Partners Fund II; lowest 0.04% for Ankur Saboo.
• Disclosures to rectify inadvertent omission in AGM Notice and corrigendum.

AGM Details

• AGM held on 27 August 2026 at 04:00 p.m. IST via VC/OAVM.
• Attendance: 39 members participated through VC/OAVM.
• Remote e-voting open from 24 to 26 August 2026; 15 minutes post-AGM voting permitted.
• Meeting concluded at 04:35 p.m. IST.

Key Resolutions

• Audited financial statements for year ended 31 March 2026 — Ordinary.
• Appointment of Rama Mohana Rao Bandlamudi as Director, liable to retire by rotation — Ordinary.
• Approval of managerial remuneration payable to Vurakaranam Ramakrishna, Chairman and MD — Special.
• Approval for sale, disposal, lease or other disposal of assets of material subsidiaries — Special.
• Approval for private placement of Equity Shares — Special.
• Approval for private placement of Convertible Warrants — Special.
• Appointment of Hithendra Karadathodi Ramachandran as Director — Ordinary.
• Appointment of Sathya Pramod Nagaraj as Director — Ordinary.
• Amendment of the Articles of Association — Special.

Voting Status

• Adoption of financial statements: outcome not disclosed; deemed passed subject to requisite majority.
• Director Bandlamudi appointment: outcome not disclosed; deemed passed subject to majority.
• Remuneration approval: outcome not disclosed; deemed passed subject to majority.
• Sale of assets: outcome not disclosed; deemed passed subject to majority.
• Private placement of Equity Shares: outcome not disclosed; deemed passed subject to majority.
• Private placement of Convertible Warrants: outcome not disclosed; deemed passed subject to majority.
• Director Karadathodi Ramachandran appointment: outcome not disclosed; deemed passed subject to majority.
• Director Sathya Pramod Nagaraj appointment: outcome not disclosed; deemed passed subject to majority.
• Amendment of Articles of Association: outcome not disclosed; deemed passed subject to majority.

Directors & Auditors

• Director Bandlamudi appointed; retirement by rotation.
• Director Hithendra Karadathodi Ramachandran appointed.
• Director Sathya Pramod Nagaraj appointed.
• Statutory Auditor present; no appointment changes announced.
• Secretarial Auditor and Scrutinizer present.

Monitoring agency appointment

• CARE Ratings Limited appointed as Monitoring Agency for utilisation of proceeds of the ₹150 crore preferential issue.
• Appointment date: 24 August 2026 following board authorization on 31 July 2026.
• Monitoring will be in accordance with SEBI ICDR Regulations and other applicable laws.
• Company will make requisite disclosures and comply with LODR and ICDR provisions.