IIRM Holdings Approves ₹150 Cr Preferential Issue

Board Meeting Details

The Board meeting commenced at 3:30 PM and concluded at 4:10 PM on July 31, 2026.

Key Resolutions Approved

1. Execution of Investment Agreements

The Board approved execution of:

Investment Agreement between the Company, Mr. Vurakaranam Ramakrishna (Promoter), and Carpediem Capital Partners Fund II (Investor), dated July 31, 2026
Subscription Agreements with certain co-investors (Other Investors) as listed in Annexure F

These agreements set out terms and conditions governing the proposed investment through preferential issue of equity shares and/or fully convertible warrants, subject to statutory, regulatory, and shareholders' approvals.

2. Preferential Issue of Equity Shares

The Board approved raising funds through issuance and allotment of:

Up to 15,70,352 (Fifteen Lakhs Seventy Thousand Three Hundred Fifty Two) fully paid-up equity shares
Issue price: ₹143.28 per equity share (Face value: ₹5 + Securities premium: ₹138.28)
Total amount: ₹22,50,00,034.56 (Twenty Two Crores Fifty Lakhs Thirty Four and Fifty Six Paise Only)
Price determined in accordance with Regulation 165 of SEBI (ICDR) Regulations, 2018 based on valuation report from Registered Valuer
Subject to shareholder and regulatory approvals

3. Preferential Issue of Fully Convertible Warrants

The Board approved raising funds through issuance and allotment of:

Up to 88,98,657 (Eighty Eight Lakhs Ninety Eight Thousand Six Hundred Fifty Seven) fully convertible warrants
Each warrant convertible into one fully paid-up equity share of face value ₹5 each
Issue/exercise price: ₹143.28 per warrant (including premium of ₹138.28)
Total amount: ₹127,49,99,574.96 (One Hundred Twenty Seven Crores Forty Nine Lakhs Ninety Nine Thousand Five Hundred Seventy Four and Ninety Six Paise Only)
Conversion period: Within 18 months from date of allotment
Price determined in accordance with Regulation 165 of SEBI (ICDR) Regulations, 2018
Subject to shareholder and regulatory approvals

4. Appointment of Additional Director

Mr. Hithendra Karadathodi Ramachandran (DIN: 01773455) appointed as Additional Director (Non-Executive, Non-Independent) effective July 31, 2026. He shall hold office until the ensuing Annual General Meeting for FY26.

5. Appointment of Additional Director

Mr. Sathya Pramod Nagaraj (DIN: 03263700) appointed as Additional Director (Non-Executive, Non-Independent) effective July 31, 2026. He shall hold office until the ensuing Annual General Meeting for FY26.

6. Convening of 33rd Annual General Meeting

The Board approved convening the 33rd AGM on Thursday, August 27, 2026, at 4:00 PM (IST) through Video Conferencing/Other Audio-Visual Means.

Investment Agreement Details (Annexure A)

Counterparties: Company, Mr. Vurakaranam Ramakrishna (Promoter), Carpediem Capital Partners Fund II (Investor)
Purpose: Govern proposed investment through preferential issue of equity shares/convertible warrants
Pre-agreement shareholding: Investor and Other Investors held no equity shares
Management impact: No change in management or control of Company
Special rights: Investor gets board representation, veto rights over reserved matters, information rights, pre-emption rights, tag-along rights
Relationship: Investor and Other Investors not related to promoter/promoter group
Not a related party transaction

Equity Share Allotment Details (Annexure B)

Security type: Fully paid-up equity shares of face value ₹5 each
Issuance type: Preferential issue under Chapter V of SEBI ICDR Regulations, 2018
Total proposed: 15,70,352 equity shares aggregating ₹22,50,00,034.56
Issue price: ₹143.28 per share (₹5 face value + ₹138.28 premium)
Number of investors: 14
Pre-issue shareholding: Proposed investors held no equity shares or other securities

Convertible Warrant Details (Annexure C)

Security type: Fully convertible warrants
Total proposed: 88,98,657 warrants aggregating ₹127,49,99,574.96
Conversion: Each warrant convertible into one equity share within 18 months from allotment
Number of investors: 14
Pre-issue shareholding: Proposed investors held no equity shares or other securities

Allottee Details (Annexure i)

| 1 | Carpediem Capital Partners Fund II | Non-Promoter | 11,67,295 | 66,14,671 |

| 2 | Sanshi Fund - I | Non-Promoter | 209,380 | 1,186,488 |

| 3 | Rahil Vivek Desai | Non-Promoter | 52,345 | 2,96,622 |

| 4 | Sandeep Vyas | Non-Promoter | 20,938 | 118,649 |

| 5 | Anshul Kaushik | Non-Promoter | 10,469 | 59,324 |

| 6 | Om Prakash Jain | Non-Promoter | 10,469 | 59,324 |

| 7 | Harinder Singh | Non-Promoter | 10,469 | 59,324 |

| 8 | Sur-mangal Holdings Private Limited | Non-Promoter | 10,469 | 59,324 |

| 9 | Pradeep Kumar | Non-Promoter | 10,469 | 59,324 |

| 10 | Abhishek Kalra | Non-Promoter | 10,469 | 59,324 |

| 11 | Deepak Maheshwari | Non-Promoter | 10,469 | 59,324 |

| 12 | Govindan Raghavan | Non-Promoter | 10,469 | 59,324 |

| 13 | Gameplan Sports Limited | Non-Promoter | 31,407 | 1,77,973 |

| 14 | Ankur Saboo | Non-Promoter | 5,235 | 29,662 |

Director Profile - Mr. Hithendra Ramachandran (Annexure D)

Designation: Additional Director (Non-Executive, Non-Independent)
Appointment date: July 31, 2026
Term: Until ensuing AGM for FY26
Experience: Over two decades in entrepreneurship, business transformation, and scaling high-growth businesses
Previous roles: Founding team member at Quess Corp Limited, associated with Adecco Group
Qualifications: Executive MBA from IMD Business School, Lausanne
Relationships: Not related to any Promoters, Directors, or Key Managerial Personnel

Director Profile - Mr. Sathya Pramod Nagaraj (Annexure E)

Designation: Additional Director (Non-Executive, Non-Independent)
Appointment date: July 31, 2026
Term: Until ensuing AGM for FY26
Qualifications: Chartered Accountant with over 20 years experience
Previous roles: Deloitte, EY, AOL, Qyuki, Tally Solutions (CFO and Financial Controller positions)
Expertise: Investment banking, fund raising, M&A, taxation, auditing, financial due diligence
Relationships: Not related to any Promoters, Directors, or Key Managerial Personnel