IIRM Holdings India Limited received a disclosure from Carpediem Capital Partners Fund II on September 12, 2026, regarding its acquisition of equity shares and convertible warrants under a preferential issue.

The filing was made pursuant to Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. It confirms the details of the allotment approved by the company's Board of Directors on September 11, 2026, following shareholder approval at the 33rd Annual General Meeting held on August 27, 2026.

Acquisition Details

Carpediem Capital Partners Fund II acquired 11,67,295 equity shares and 66,14,671 convertible warrants through the preferential allotment. The acquisition does not involve any shares encumbered by pledge or lien.

Each warrant entitles the holder to subscribe to one fully paid-up equity share with a face value of ₹5. The warrants are exercisable within 18 months from the date of allotment. An upfront payment equivalent to 25% of the issue price was paid at the time of allotment, with the balance payable upon exercise.

Post-Issuance Holding

Following this acquisition, Carpediem Capital Partners Fund II holds a total stake of 9.9% on a fully diluted basis. The fund is categorized as a non-promoter investor. This aligns with the earlier board approval which noted that Carpediem emerged as the largest single beneficiary of the ₹149 crore preferential issue.

The total voting capital of IIRM Holdings increased from ₹34,07,21,250 before the acquisition to ₹34,85,20,665 after the issuance of new equity shares. The total diluted share capital stands at ₹39,27,17,330 post-acquisition.

IIRM Holdings India Limited received in-principle approval from the Bombay Stock Exchange on August 28, 2026, for a proposed preferential issue of equity shares and warrants to non-promoters.

The exchange approved the issuance of 15,70,352 equity shares and 88,98,657 warrants, both priced at not less than ₹143.28 per unit. Each share has a face value of ₹5. The warrants are convertible into an equal number of equity shares.

Issue Structure

The preferential allotment involves two distinct security types issued at the same price point:

The warrants will convert into 88,98,657 equity shares upon exercise. The total potential equity dilution from this transaction includes both the immediate share issuance and the future conversion of warrants.

Regulatory Compliance and Conditions

The approval was granted under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company must ensure strict compliance with the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

BSE advised the company to strengthen internal controls to monitor trades by proposed allottees. Key requirements include:

• Obtaining undertakings from allottees confirming no intra-day trading or sales until the allotment date.
• Verifying compliance with Regulation 167(6) of the SEBI ICDR Regulations.
• Submitting a listing application within twenty days of allotment as per Schedule XIX of the ICDR Regulations.

Non-compliance with listing timelines may attract fines under SEBI circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. The exchange reserves the right to withdraw approval if submitted information is found incomplete or misleading.