Notice of 33rd Annual General Meeting

Date: August 4, 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 Scrip Code: 029404 Sub: Notice of 33rd Annual General Meeting (“AGM”) of IIRM Holdings India Limited (“the Company”) and information relating to E-voting facility. Dear Sir/ Madam, Please find enclosed herewith the Notice convening the 33rd Annual General Meeting ("AGM") of IIRM Holdings India Limited, scheduled to be held on Thursday, August 27, 2026, at 4:00 P.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), to transact the businesses as set out in the said Notice. The Notice of the AGM is also available on the website of the Company at https://www.iirmholdings.in/content_images/reports/AGM%20Notice%202026.pdf Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with the applicable Rules, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2, the Company has provided the facility of remote e-voting to its Members. The remote e-voting shall commence on Monday, August 24, 2026 at 9:00 A.M. (IST) and conclude on Wednesday, August 26, 2026 at 5:00 P.M. (IST). Members holding shares as on the cut-off date, i.e., Thursday, August 20, 2026, shall be entitled to avail the remote e-voting facility or cast their vote through the e-voting facility during the 33rd Annual General Meeting. Detailed instructions for e-voting are provided in the Notice of the AGM enclosed herewith. We request you to 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 Encl.: As above AGM NOTICE Notice of the 33 Annual General Meeting Notice is hereby given that the 33rd Annual General Meeting (“AGM”) of the Members of IIRM Holdings India Limited (“the Company”) will be held on Thursday, August 27, 2026, at 4:00 PM (IST) through video conference / other audio-visual means (“VC”) to transact the following business: ORDINARY BUSINESS 1. Adoption of Audited Financial Statements To consider and adopt (a) 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; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2026 and the report of Auditors thereon and in this regard, to consider and if thought fit, to pass the following resolutions as Ordinary Resolutions: a.“RESOLVED THAT 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, as circulated to the members, be and are hereby considered and adopted.” b.“RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2026 and the report of Auditors thereon, as circulated to the members, be and are hereby considered and adopted.” 2. To appoint Mr. Rama Mohana Rao Bandlamudi who retires by rotation, as a Director In this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the approval of members of the Company, be and is hereby accorded to reappoint, Mr. Rama Mohana Rao Bandlamudi (DIN: 00285798), as a director who is liable to retire by rotation.” SPECIAL BUSINESS 3. Approval of Managerial Remuneration payable to Mr. Vurakaranam Ramakrishna (DIN: 00700881), Chairman and Managing Director of the Company To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 197, 198, 199 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Schedule V to the Act, including the payment of remuneration in the event of loss or inadequacy of profits in any financial year, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the Articles of Association of the Company, the Nomination and Remuneration Policy of the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, the consent of the Members of the Company be and is hereby accorded to approve the payment of a fixed managerial remuneration of INR 2,40,00,000/- (Rupees Two Crore Forty Lakh only) per annum, with no variable component, to Mr. Vurakaranam Ramakrishna (DIN: 00700881), Chairman and Managing Director of the Company, for the period commencing from July 1, 2026 and ending on June 30, 2028, on the following terms and conditions: The Board of Directors of the Company (which term shall be deemed to include the Nomination and Remuneration Committee or any other Committee of the Board authorised in this behalf) shall be authorised to interpret and implement the terms and conditions of remuneration approved herein and to make such modifications as may be necessary to give effect to this Resolution, provided that no enhancement or revision in the fixed remuneration approved by the Members shall be made without obtaining such approvals as may be required under the Companies Act, 2013 and other applicable laws. The perquisites shall be valued in accordance with the provisions of the Income-tax Act, 1961 and the rules made thereunder, wherever applicable, and in the absence of any such provisions, shall be valued at the actual cost to the Company. Page 161 of 189 The provision of a Company-maintained motor car for use in connection with the business of the Company and telephone/mobile communication facilities at the residence, including expenses incurred on official local and long-distance calls, shall not be treated as perquisites and shall not be included in the computation of remuneration for the purpose of the limits prescribed under the Companies Act, 2013. RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include the Nomination and Remuneration Committee or any other Committee of the Board authorised in this behalf) be and is hereby authorised to do all such acts, deeds, matters and things, execute all such documents, writings and instruments, and take all such steps as may be necessary, proper or expedient to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.” 4. Approval for Sale, Disposal, Lease or otherwise Disposal of Assets of Material Subsidiaries of the Company To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 24(6) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the applicable provisions of the Companies Act, 2013 (“the Act”) read with the rules made thereunder, the Memorandum and Articles of Association of the Company and all other applicable laws, rules, regulations and guidelines (including any statutory modification(s) or re-enactment thereof for the time being in force), and subject to such statutory, regulatory or other approvals, consents, permissions and sanctions as may be necessary, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which expression shall be deemed to include any Committee thereof dul [Showing first 8,000 characters — download PDF for full document]