IIRM Holdings AGM Approves ₹150 Crore Preferential Issue

Event Overview

IIRM Holdings India Limited has convened its 33rd Annual General Meeting (AGM) to be held on Thursday, August 27, 2026, at 4:00 PM (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The meeting will consider and vote on nine resolutions comprising both ordinary and special business.

Remote E-Voting Details

The company has provided remote e-voting facility through NSDL. The voting period commences on Monday, August 24, 2026, at 9:00 AM and concludes on Wednesday, August 26, 2026, at 5:00 PM. The cut-off date for determining voting rights is Thursday, August 20, 2026.

Ordinary Business Items

1. Adoption of Audited Financial Statements

To consider and adopt:

The audited financial statement of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon
The audited consolidated financial statement of the Company for the financial year ended March 31, 2026 and the report of Auditors thereon

2. Reappointment of Director Retiring by Rotation

To reappoint Mr. Rama Mohana Rao Bandlamudi (DIN: 00285798) as a director who retires by rotation.

Special Business Items

3. Approval of Managerial Remuneration for Chairman & MD

To approve payment of fixed managerial remuneration of ₹2,40,00,000 (Rupees Two Crore Forty Lakh) per annum, with no variable component, to Mr. Vurakaranam Ramakrishna (DIN: 00700881), Chairman and Managing Director, for the period from July 1, 2026, to June 30, 2028.

Financial Performance Context (Standalone):

FY 2025-26: Paid-up Capital ₹3,407.21 lakh, Income from operations ₹529.00 lakh, Profit before Tax ₹138.11 lakh, Profit after Tax ₹93.96 lakh, EPS ₹0.14
FY 2024-25: Paid-up Capital ₹3,407.21 lakh, Income from operations ₹365.00 lakh, Profit before Tax ₹180.82 lakh, Profit after Tax ₹76.12 lakh, EPS ₹0.11

Justification: The revision is based on his significant contribution to growth, strategic leadership, business development initiatives, and improved company turnover and profitability.

4. Approval for Asset Disposal of Material Subsidiaries

To grant enabling approval to material subsidiaries (India Insure Risk Management and Insurance Broking Services Private Limited and IIRM Global Shared Services Private Limited) to sell, transfer, lease, or otherwise dispose of more than 20% of their assets on an aggregate basis during a financial year.

Background: India Insure plans to raise funds through issuance of up to 6,500 Senior, Unlisted, Unrated, Redeemable, Secured, Non-Convertible Debentures of face value ₹1,00,000 each, aggregating ₹65 crore, to Kotak Credit Opportunities Fund.

5. Preferential Issue of Equity Shares

To approve creation, offer, issue and allotment of 15,70,352 fully paid-up equity shares of face value ₹5 each at issue price of ₹143.28 per share (including premium of ₹138.28), aggregating ₹22,50,00,034.56.

Allottee Details:

| Carpediem Capital Partners Fund II | Institutional Investor | 11,67,295 | 16,72,50,027.60 |

| Sanshi Fund - I | Institutional Investor | 2,09,380 | 2,99,99,966.40 |

| Rahil Vivek Desai | Individual | 52,345 | 74,99,991.60 |

6. Preferential Issue of Convertible Warrants

To approve creation, issue, offer and allotment of 88,98,657 Convertible Warrants at issue price of ₹143.28 per warrant, each convertible to one equity share, aggregating ₹1,27,49,99,574.96.

Warrant Exercise Period: 18 months from date of allotment

Initial Payment: At least 25% of warrant issue price payable on allotment

Allottee Details:

| Carpediem Capital Partners Fund II | Institutional Investor | 11,86,488 | 17,00,00,000.64 |

| Sanshi Fund - I | Institutional Investor | 11,86,488 | 17,00,00,000.64 |

| Rahil Vivek Desai | Individual | 2,96,622 | 4,25,00,000.16 |

Objects of Issue Proceeds: Working capital requirements, day-to-day business operations, acquisitions and strategic investments, business expansion, capital expenditure, and general corporate purposes.

Shareholding Pattern Impact:

Pre-issue: Promoters 57.89% (3,94,47,909 shares), Public 42.11% (2,86,96,341 shares)
Post-issue (fully diluted): Promoters 50.18%, Public 49.82%
No change in control expected

Valuation: Issue price determined based on valuation report dated July 28, 2026, by Independent Registered Valuer Mr. Ramesh Janam (Registration No. IBBI/RV/06/2020/13430) as shares are infrequently traded.

7. Appointment of Mr. Hithendra Karadathodi Ramachandran as Director

To appoint Mr. Hithendra Karadathodi Ramachandran (DIN: 01773455) as Non-Executive, Non-Independent Director liable to retire by rotation. He was appointed as Additional Director effective July 31, 2026.

Background: Over two decades of experience in entrepreneurship and business transformation. Former founding team member at Quess Corp Limited, associated with Adecco Group. Holds Executive MBA from IMD Business School.

8. Appointment of Mr. Sathya Pramod Nagaraj as Director

To appoint Mr. Sathya Pramod Nagaraj (DIN: 03263700) as Non-Executive, Non-Independent Director liable to retire by rotation. He was appointed as Additional Director effective July 31, 2026.

Background: Chartered Accountant with over 20 years experience across industry, startups and consulting. Formerly with Deloitte, EY, AOL, Qyuki and Tally Solutions.

9. Amendment of Articles of Association

To amend Articles of Association to incorporate special rights for Carpediem Capital Partners Fund II as per Investment Agreement dated July 31, 2026, relating to governance matters, reserved matters, information rights, board representation rights, and transfer restrictions.

Financial Impact

The preferential issues (equity shares and warrants) will result in total fund inflow of approximately ₹150 crore. The managerial remuneration approval represents an annual commitment of ₹2.4 crore. The asset disposal approval enables subsidiaries to undertake financing transactions up to ₹65 crore initially.

Voting Instructions

Detailed voting instructions provided for shareholders holding shares in both physical and dematerialized form through NSDL and CDSL platforms. The scrutinizer appointed is M/s. Hemang Satra and Associates.