IIFL Capital Services Limited has filed the complete notice for its Extraordinary General Meeting (EGM) scheduled for Monday, June 1, 2026, at 11:30 a.m. (IST), to be conducted via Video Conferencing (VC) / Other Audio Visual Means (OAVM). The EGM notice, filed pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, seeks shareholder approval for two special resolutions: the preferential issue of equity shares to FIH Mauritius Investments Ltd (a wholly owned subsidiary of Fairfax India Holdings Corporation) and the alteration and adoption of the Articles of Association (AOA) to incorporate terms of the Investment Agreement dated May 7, 2026. The EGM notice was electronically dispatched to members whose email addresses were registered as of the cut-off date of May 6, 2026, and is also available on the company's website, BSE, NSE, and CDSL (evotingindia.com). Pursuant to Regulations 30 and 47 of the SEBI Listing Regulations, the company published newspaper advertisements on May 10, 2026 in Financial Express (English), The Free Press Journal (English), and Navshakti (Marathi), disclosing the dispatch of the EGM notice along with details relating to remote e-voting, e-voting at the EGM, and the record date. The Company Secretary, Meghal Shah, confirmed the dispatch was completed on May 09, 2026 from Mumbai.

EGM and Voting Details

The proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company, which shall be the deemed venue. The company has provided a remote e-voting facility commencing on May 27, 2026, at 9:00 a.m. (IST) and ending on May 31, 2026, at 5:00 p.m. (IST). Members eligible to vote are those whose names appear in the Register of Members as on the cut-off date of May 25, 2026. Members who have already cast their votes through remote e-voting may attend the EGM but shall not be permitted to vote again during the meeting. The Board has appointed CS Snehal Shah & Associates (Membership No. FCS 6114) as the Scrutinizer to oversee the e-voting process, with consolidated results to be declared within two working days from the conclusion of the EGM.

Transaction Overview

The Board, at its meeting held on May 7, 2026, approved the issuance of 5,71,42,857 fully paid-up equity shares at ₹350 per share to FIH Mauritius Investments Ltd, aggregating to INR 1999,99,99,950/-. Concurrently, FIH Mauritius, along with HWIC Asia Fund (Class A Shares) as a Person Acting in Concert (PAC), has announced a mandatory open offer to acquire up to 10,01,44,112 equity shares, representing 26.00% of the Expanded Voting Share Capital, at ₹350 per share. The open offer consideration aggregates up to ₹3,505.04 Crore assuming full acceptance. ICICI Securities Limited is acting as the Manager to the Open Offer.

Pricing and Valuation

The issue price of ₹350 per share was determined in accordance with SEBI (ICDR) Regulations and a Valuation Report dated May 7, 2026, issued by BDO Valuation Advisory LLP. The price is higher than the floor price derived from the following benchmarks, with the Relevant Date set as April 30, 2026:

The Independent Directors Committee (IDC), at its meeting held on May 7, 2026, unanimously approved the issue price as fair and reasonable, with all four independent directors — Mr. Anand Bathiya, Ms. Rekha Warriar, Mr. Shamik Das Sharma, and Mr. V. Krishnan — voting in assent.

Use of Proceeds

The company intends to utilise the issue proceeds of INR 1999,99,99,950/- towards the following objects, with CRISIL Rating Limited appointed as the Monitoring Agency:

As on the date of the notice, the aggregate outstanding borrowings of the company are approximately INR 1,745,00,00,000/-. Lenders include ICICI Bank Limited, HDFC Bank Limited, Aditya Birla Capital Limited, Tata Capital Limited, and Infina Finance Private Limited, as well as commercial papers issued by the company. The total margin deposits with stock exchanges stood at ₹4018.63 Crore as on March 31, 2025, rising to ₹5221.71 Crore as on March 31, 2026.

Shareholding and Control

Prior to the preferential issue, FIH Mauritius Investments Ltd holds 8,46,41,445 equity shares constituting 27.18% of the pre-Preferential Issue paid-up share capital, while HWIC Asia Fund (Class A Shares) holds 1,03,62,530 equity shares representing 3.33%. Post the preferential issue, FIH Mauritius's shareholding is expected to increase to 14,17,84,302 shares, representing 38.47% of the post-issue capital. Upon completion of the preferential issue and open offer, FIH Mauritius's holding is expected to reach 62.81% of the Expanded Voting Share Capital. The transaction includes an Investment Agreement ensuring a minimum 51% stake for the acquirer.

AOA Amendment and Board Nomination Rights

The second special resolution seeks approval for the alteration and adoption of the Articles of Association to incorporate the relevant terms of the Investment Agreement, effective from the completion of the underlying transaction and the open offer. Pursuant to completion, the Investor will have the following board nomination rights:

• Until the Investor holds at least 20% of Share Capital: Right to nominate 2 non-executive directors on the Board.
• Until the Investor holds at least 10% of Share Capital: Right to nominate 1 non-executive director on the Board.

The acquirer will be classified as a 'promoter' post-transaction, and HWIC Asia Fund (Class A Shares) shall be classified as a member of the promoter group. The Board has recommended both special resolutions for member approval. The Detailed Public Statement (DPS) is expected to be published on or before May 14, 2026.

IIFL Capital Services Limited (formerly IIFL Securities Limited) disclosed on May 07, 2026, that it has received a tax demand order from the Joint Commissioner of Income Tax (OSD), Central Circle – 4(4), Mumbai, under Section 158BC(1)(c) of the Income Tax Act, 1961. The disclosure was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the SEBI Master Circular dated January 30, 2026, and in continuation of the company's earlier intimation dated January 29, 2025.

Key Details of the Tax Demand

The assessment order, dated May 07, 2026, covers a block period spanning from April 01, 2018 to March 25, 2025. The following table summarises the key particulars of the demand as disclosed by the company:

Company's Position and Expected Impact

IIFL Capital Services has stated that it believes it has duly discharged all applicable tax liabilities. The company asserts that it possesses adequate factual and legal grounds to substantiate its position. According to the disclosure, the company does not expect any material impact on its financials or operations as a result of the said order.

The company is currently evaluating various options and has indicated its intent to pursue appeals against the order under applicable laws. The intimation was signed by Meghal Shah, Company Secretary of IIFL Capital Services Limited, and submitted to both BSE Limited and the National Stock Exchange of India Ltd. on May 07, 2026.