IIFL Capital Services Limited has announced a landmark investment by Fairfax India Holdings Corporation of Canada, through its wholly owned subsidiary FIH Mauritius Investments Ltd, following a board meeting held on May 7, 2026. The board has approved the issuance of 5,71,42,857 fully paid-up equity shares to FIH Mauritius Investments Ltd at ₹350 per share, aggregating to approximately ₹2,000 crore via a preferential issue on a private placement basis. The transaction also involves an open offer and arrangements with existing promoters, designed to increase Fairfax India's stake in the company to a minimum of 51%. Shareholder approval for the preferential issue and the adoption of the amended Articles of Association will be sought at an Extra-Ordinary General Meeting convened for June 1, 2026. Upon completion, Fairfax India and its affiliate, HWIC Asia Fund Class A, will join the existing promoter group alongside Mr. Nirmal Jain and Mr. R. Venkataraman.

Fund-Raising and Transaction Details

The Fairfax Group, a longstanding shareholder, currently holds approximately 30.50% in IIFL Capital through FIH Mauritius and its affiliate. The proposed transaction will trigger a mandatory open offer under applicable SEBI regulations. Subject to shareholder and regulatory approvals, FIH Mauritius will have the right to nominate two directors on the Board. Key transaction parameters are summarised below:

Strategic Rationale and Governance

The capital infusion of ₹2,000 crore is expected to significantly strengthen IIFL Capital's balance sheet and support the next phase of growth across its capital markets, wealth management, asset management, institutional equities, investment banking, and related financial services businesses. In connection with the preferential issue, the Board has executed an investment agreement with the investor and existing promoters, outlining the terms of the issuance and potential acquisition of shares by the investor from existing promoters. The Board has also approved amendments to the Articles of Association to incorporate the terms of the Investment Agreement.

Fairfax's global reputation, long-term investment philosophy, financial strength, and international network are expected to enhance IIFL Capital's strategic positioning, strengthen institutional credibility, broaden global relationships, and support a lower cost of capital. The induction of Fairfax representatives onto the Board is also expected to strengthen governance standards, oversight, and risk management frameworks, while preserving the company's entrepreneurial culture.

Stakeholder Reactions

Key stakeholders have expressed confidence in the strategic direction of the transaction. Their comments are outlined below:

Trading Window Closure

In accordance with the company's Code of Conduct for Prevention of Insider Trading, the trading window for dealing in the company's securities remains closed for all designated persons, including Directors and their immediate relatives, until May 9, 2026.

About IIFL Capital Services Ltd

IIFL Capital Services Ltd (formerly known as IIFL Securities Limited) is one of the key capital market players in the Indian financial services space, offering broking services, wealth management, financial products distribution, institutional broking, research, and investment banking services.

IIFL Capital Services Ltd (formerly known as IIFL Securities Ltd) announced its consolidated audited financial results for the quarter and year ended March 31, 2026, following a Board of Directors meeting held on May 4, 2026. The board considered and approved the audited standalone and consolidated financial results, the re-appointment of M/s. A N S A & Associates LLP as Internal Auditors for FY2026–27, and Material Related Party Transactions subject to shareholder approval at the ensuing Annual General Meeting. The statutory auditors, M/s. V. Sankar Aiyar & Co., issued audit reports with an unmodified opinion on both standalone and consolidated financial results. The company reported a 20% year-on-year increase in consolidated operating revenue for Q4FY26, with the quarter's revenue standing at ₹644 crores, up from ₹537 crores in Q4FY25, and also rising 10% sequentially from ₹586 crores in Q3FY26. An earnings call relating to the financial results for the quarter and year ended March 31, 2026 was held on May 05, 2026, and the recording is available on the company's website pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Q4FY26 and Full-Year Consolidated Financial Performance

The following table summarises the consolidated financial performance for Q4FY26 against the corresponding prior-year quarter and the preceding quarter:

For the full financial year, consolidated revenue from operations grew marginally to ₹2,439 crores in FY26 from ₹2,405 crores in FY25. However, profitability metrics showed a decline on an annual basis, as detailed below:

The detailed consolidated income statement reflects total revenue from operations of ₹64,429.64 lakhs for Q4FY26, compared to ₹53,713.84 lakhs in Q4FY25 and ₹58,628.46 lakhs in Q3FY26. For the full year, total revenue from operations stood at ₹2,42,003.02 lakhs in FY26 against ₹2,40,501.99 lakhs in FY25. Profit for the period (consolidated) for Q4FY26 was ₹11,511.23 lakhs, compared to ₹12,802.55 lakhs in Q4FY25. For FY26, consolidated profit for the period stood at ₹56,363.60 lakhs against ₹71,287.81 lakhs in FY25.

Standalone Financial Performance

On a standalone basis, total revenue from operations for Q4FY26 stood at ₹54,756.14 lakhs, compared to ₹38,755.71 lakhs in Q4FY25. Standalone profit for the period in Q4FY26 was ₹16,541.29 lakhs, compared to ₹6,607.17 lakhs in Q4FY25. For the full year ended March 31, 2026, standalone profit after tax stood at ₹53,089.82 lakhs against ₹60,297.71 lakhs in FY25. Standalone basic earnings per share (face value ₹2 each) for FY26 were ₹17.10, compared to ₹19.45 in FY25, while diluted EPS stood at ₹16.14 versus ₹18.53 in FY25.

Key Financial Ratios (Consolidated)

The following key financial metrics are based on consolidated financials for the year ended March 31, 2026:

Segment-Wise Performance

The company operates across three reportable segments. The following table presents segment revenue and profit before tax for FY26 and FY25:

Total segment assets as at March 31, 2026 stood at ₹9,55,796.22 lakhs, and total capital employed across segments was ₹3,07,107.20 lakhs.

Assets Under Management and Balance Sheet

As at March 31, 2026, the company's total assets under management stood at ₹2,29,582 crores, comprising distribution assets of ₹52,115 crores and custody assets of ₹1,77,467 crores. The consolidated balance sheet reflected total assets of ₹9,55,796.22 lakhs as at March 31, 2026, compared to ₹7,95,584.03 lakhs as at March 31, 2025. Equity share capital stood at ₹6,228.69 lakhs, with other equity of ₹3,00,342.48 lakhs. The company reported a net worth of ₹30.7 Bn and maintained a wide distribution network with 2,600+ partners and 100+ branches across India.

Investment Banking and Institutional Equities

The investment banking division completed 9 deals across capital markets and private placement/advisory in Q4FY26. The company secured the #1 position in the FY2026 IPO league tables in terms of IPOs completed. Select transactions included IPO mandates for Amagi Media Labs, Aye Finance, Clean Max Enviro Energy, and Powerica Ltd, along with debt placements for Redbrick Offices and National Highway Infra Trust. The deal pipeline was described as robust, with multiple transactions at various stages of execution. The institutional equities segment serves approximately 1,100 domestic and global institutional clients with execution capabilities across DMA/Algo/High touch and block trading. The research team comprises 48 professionals covering 318+ stocks across 20+ sectors, representing over 72% of India's market capitalisation.

IIFL Capital Credit Opportunities Fund

IIFL Capital Credit Opportunities Fund achieved its first close at ₹500 crores, driven by demand from HNIs and family offices. The investment team has already commenced evaluation of opportunities, with ₹75 crores deployed in the first deal, with the remaining amount to be deployed shortly. The fund aims to deploy capital across a diversified set of credit opportunities, maintaining a disciplined investment approach.

Income-Tax Search Proceedings

The Income-tax Department had conducted a search under Section 132 of the Income-tax Act, 1961 at the registered office and certain other premises of the holding company and its subsidiaries in January 2025. On receipt of notice under Section 158BC of the Act, the holding and subsidiary companies filed returns for the block period from April 1, 2018 to February 3, 2025. As a prudential measure, the group on a consolidated basis paid an ad-hoc amount of income tax aggregating to ₹2,742 lakhs, accounted as expenditure during Q3FY26 under "Tax Expense - Tax adjustment for prior years". Subsequently, two subsidiaries received a demand of ₹5,630.81 lakhs vide order dated April 22, 2026 for the block period April 1, 2018 to February 3, 2025, and the respective companies are in the process of filing an appeal against the said order. In the case of the holding company, assessment proceedings are currently in progress and no orders or demand notices have been received to date. Management is of the view that there would not be any material adverse impact on the financial position of the group.

Dividend

The Board of Directors, in their meeting held on February 10, 2026, declared an interim dividend of ₹3 per equity share, each having a face value of ₹2, for the financial year 2025-26. The record date was set as February 16, 2026. The interim dividend has been duly disbursed and is considered as final for the financial year 2025-26.

Management Commentary

Mr. R. Venkataraman, Managing Director, commented: "The investment banking and institutional equities businesses continued to demonstrate resilience and strength, and we witnessed steady momentum in scaling our wealth and asset management platforms."