BSECompany Update4d ago · 31 Jul 2026, 05:27 pm
The Board of Directors approved the appointment of Additional Directors details as mentioned in the attachment.
IIRM Holdings India Ltd · 526530
✦ AI SummaryMgmt Change
The Board of Directors of IIRM Holdings India Ltd approved the appointment of Additional Directors, including Mr. Hithendra Karadathodi Ramachandran and Mr. Sathya Pramod Nagaraj, and the raising of funds through a preferential issue of equity shares and/or fully convertible warrants.
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Earnings Impact5/10
Growth Catalyst3/10
Governance Concern2/10
Regulatory Risk1/10
Balance Sheet Risk4/10
Liquidity Impact6/10
Market Sentiment5/10
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Full Announcement
IIRM Holdings India Ltd - 526530 - Announcement under Regulation 30 (LODR)-Change in Management
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Date: July 31, 2026
BSE Limited, The Calcutta Stock Exchange Limited
P.J. Towers, 1st Floor, 7, Lyons Range,
Dalal Street, Fort, Dalhousie,
Mumbai - 400 001. Kolkata 700 001.
Scrip Code: 526530 S c r i p C ode: 029404
Sub: Outcome of Board Meeting and Disclosure under Regulation 30 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), read with circulars /
notifications / directions issued if any, we wish to inform you that the Board of Directors (“Board”) of the
Company at their meeting held today i.e. July 31, 2026, have inter alia considered and approved the
following:
1. Execution of the Investment Agreements
The Board approved the execution of the (i) Investment Agreement between the Company, Mr.
Vurakaranam Ramakrishna (“Promoter”) and Carpediem Capital Partners Fund II (“Investor”), a
Category II Alternative Investment Fund dated July 31, 2026 (“Investment Agreement”); and (ii)
Subscription Agreements with certain co-investors (as listed in Annexure F) (“Other Investors” and
the agreements, “Subscription Agreements”), setting out the terms and conditions governing the
proposed investment by the Investor and Other Investors in the Company through a preferential
issue of equity shares and/or fully convertible warrants, subject to the receipt of the requisite
statutory, regulatory and shareholders' approvals, as applicable.
The disclosures required under Regulation 30 of the SEBI Listing Regulations read with the
applicable SEBI Circular(s), is enclosed as Annexure A.
2. Raising of Funds by way of Preferential Issue of Equity Shares
The Board approved the raising of funds by way of issuance and allotment of up to 15,70,352
(Fifteen Lakhs Seventy Thousand Three Hundred Fifty Two) fully paid-up equity shares of the
Company on a preferential basis, to the Investor and the Other Investors, at an issue price of INR
143.28/- (Indian Rupees One Hundred Forty-Three and Twenty-Eight Paise Only) per equity share
(comprising a face value of INR 5/- (Indian Rupees Five Only) per equity share and a securities
premium of INR 138.28/- (Indian Rupees One Hundred Thirty-Eight and Twenty-Eight Paise Only)
per equity share), payable in cash, aggregating up to INR 22,50,00,034.56/- (Indian Rupees Twenty
Two Crores Fifty Lakhs Thirty Four and Fifty Six Paise Only), determined in accordance with
Regulation 165 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018,
based on the valuation report issued by the Registered Valuer, subject to the approval of the
shareholders of the Company and such other statutory, regulatory and governmental approvals,
permissions, consents and sanctions as may be required.
The disclosures required under Regulation 30 of the SEBI Listing Regulations read with the
applicable SEBI Circular(s), is enclosed as Annexure B.
3. Raising of Funds by way of Preferential Issue of Fully Convertible Warrants
The Board approved the raising of funds by way of issuance and allotment, on a preferential basis,
of up to 88,98,657 (Eighty Eight Lakhs Ninety Eight Thousand Six Hundred Fifty Seven) fully
convertible warrants to the Investor and the Other Investors, each convertible into or exchangeable
for one fully paid-up equity share of the Company having a face value of INR 5/- (Indian Rupees
Five Only) each, at an issue/exercise price of INR 143.28/- (Indian Rupees One Hundred Forty-
Three and Twenty-Eight Paise Only) per warrant (including a premium of INR 138.28/- (Indian
Rupees One Hundred Thirty-Eight and Twenty-Eight Paise Only) per warrant), equivalent to the
issue price of the resultant equity share comprising a face value of INR 5/- (Indian Rupees Five
Only) per equity share and a securities premium of INR 138.28/- (Indian Rupees One Hundred
Thirty-Eight and Twenty-Eight Paise Only) per equity share, aggregating up to INR
127,49,99,574.96 (Indian Rupees One Hundred Twenty Seven Crores Forty Nine Lakhs Ninety
Nine Thousand Five Hundred Seventy Four and Ninety Six Paise Only), in accordance with the
provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018. The issue price has been determined in accordance with Regulation 165 of the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018, based on the valuation report issued
by the Registered Valuer, and is subject to the approval of the shareholders of the Company and
such other statutory, regulatory and governmental approvals, permissions, consents and sanctions
as may be required.
The disclosures required under Regulation 30 of the SEBI Listing Regulations read with the
applicable SEBI Circular(s), is enclosed as Annexure C.
4. Appointment of Mr. Hithendra Karadathodi Ramachandran (DIN: 01773455) as an Additional
Director on the Board of Directors of the Company, with effect from July 31, 2026.
Mr. Hithendra Karadathodi Ramachandran (DIN: 01773455) has been appointed as an Additional
Director (Non-Executive, Non-Independent) on the Board of Directors of the Company with effect
from July 31, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations").
Mr. Hithendra Karadathodi Ramachandran has confirmed that he is not debarred from holding the
office of director by virtue of any order passed by the Securities and Exchange Board of India
("SEBI") or any other statutory or regulatory authority.
The disclosures required under Regulation 30 of the SEBI Listing Regulations, read with the
applicable SEBI Circular(s), are enclosed as Annexure D.
5. Appointment of Mr. Sathya Pramod Nagaraj (DIN: 03263700) as an Additional Director on the
Board of Directors of the Company, with effect from July 31, 2026.
Mr. Sathya Pramod Nagaraj (DIN: 03263700) has been appointed as an Additional Director (Non-
Executive, Non-Independent) on the Board of Directors of the Company with effect from July 31,
2026, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
Mr. Sathya Pramod Nagaraj has confirmed that he is not debarred from holding the office of director
by virtue of any order passed by the Securities and Exchange Board of India ("SEBI") or any other
statutory or regulatory authority.
The disclosures required under Regulation 30 of the SEBI Listing Regulations, read with the
applicable SEBI Circular(s), are enclosed as Annexure E.
6. Convening of the 33rd Annual General Meeting ("AGM") of the Company.
The Board approved the convening of the 33rd Annual General Meeting ("AGM") of the Company
on Thursday, August 27, 2026, at 4:00 p.m. (IST), through Video Conferencing ("VC")/Other Audio-
Visual Means ("OAVM"), in accordance with the applicable provisions of the Companies Act, 2013
and the rules made thereunder.
The Notice convening the AGM, together with the Annual Report for the financial year 2025–26, will
be circulated to the shareholders and submitted to the Stock Exchanges in due course.
The Board Meeting started at 3.30 pm and concluded at 4:10 pm.
The above information is also available on the website of the Company: www.iirmholdings.in/investors.
Kindly take the above information on record.
Thanking you,
Yours faithfully,
For IIRM Holdings India Limited
Vempala Sri Lakshmi
Company Secretary & Compliance Officer
M. No. F9950
ANNEXURE- A
S.No. Details of Event that need to be Details/Information of such event(s)
provided
a) if the listed entity is a party to the agreement
i details of the counterparties (including The Investment Agreement is between
name and relationship with the listed Carpediem Capital Partners Fund II, a Category
entity); II Alternative Investment Fund, the Company and
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