IIFL Capital Services Limited (formerly known as IIFL Securities Limited) will hold its 31st Annual General Meeting (AGM) on Wednesday, September 9, 2026, at 11:30 am through Video Conferencing (VC) or Other Audio Visual Means (OAVM). The meeting is scheduled in compliance with the Companies Act, 2013, Ministry of Corporate Affairs circulars, and SEBI Listing Regulations.

The company has dispatched electronic copies of the AGM Notice and the Integrated Annual Report for FY26 to members whose email addresses are registered as of the BENPOS date, Friday, August 7, 2026. For shareholders without registered email addresses, the company issued a separate communication containing a weblink and Quick Response (QR) code to access these documents, ensuring compliance with Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

E-voting schedule

The company is providing a remote e-voting facility for all resolutions set out in the AGM Notice. Members can also vote during the AGM if they have not cast their votes remotely. The e-voting cut-off date (record date) for determining eligible shareholders is Wednesday, September 2, 2026.

Once a member casts a vote remotely, it cannot be modified subsequently. Members attending the AGM who have not voted remotely will be eligible to vote during the meeting. Those who have already voted remotely may attend but cannot vote again. The Board of Directors has appointed CS Snehal Shah & Associates, Practicing Company Secretaries (FCS No. 6114), as the Scrutiniser for the remote e-voting process and e-voting during the AGM.

Key resolutions

Director re-appointment

Mr. R. Venkataraman (DIN: 00011919), who retires by rotation and being eligible, offers himself for re-appointment as a director of the company. He serves as the Managing Director and Co-Promoter of the company. As on March 31, 2026, he held 1,11,84,432 equity shares in the company. His past remuneration for FY26 stood at ₹99.6 million.

Non-convertible debentures

Shareholders will consider a special resolution to approve the offer, issue, and allotment of secured or unsecured, rated, listed, redeemable non-convertible debentures (NCDs) by way of public issue and/or private placement. The aggregate principal amount for these NCDs will not exceed ₹1,000 crore. This approval is intended to provide flexibility for funding business operations, working capital requirements, repayment or refinancing of existing indebtedness, and other general corporate purposes.

Related party transactions

The AGM agenda includes ordinary resolutions to approve material related party transactions with several entities within the IIFL group. These transactions are proposed to be carried out in the ordinary course of business and on an arm's length basis from the 31st AGM until the 32nd AGM, for a period not exceeding fifteen months. The Audit Committee and Board of Directors approved the proposed transactions at their meeting held on May 4, 2026.

The following table summarises the key related parties, previous transaction values in FY26, and proposed transaction limits:

IIFL Finance Limited is a related party by virtue of a common Promoter and Promoter Group, which as on March 31, 2026 held 10,56,74,667 equity shares representing 24.85% of IIFL Finance Limited's paid-up capital. The proposed transactions include inter-corporate deposits given and taken (up to ₹1,500 crore each), brokerage and commission income on structured products (up to ₹100 crore), investment banking and advisory fees (up to ₹25 crore), and purchase and sale of investments (up to ₹200 crore each). IIFL Finance Limited carries a CRISIL rating of AA/stable. Its FY26 turnover stood at ₹7,467.11 crore, profit after tax at ₹1,153.52 crore, and net worth at ₹7,560.71 crore.

IIFL Home Finance Limited is a subsidiary of IIFL Finance Limited and a related party as a fellow subsidiary. Proposed transactions include inter-corporate deposits given and taken (up to ₹1,300 crore each), brokerage and commission income on structured products (up to ₹50 crore), and referral fees (up to ₹10 crore). IIFL Home Finance Limited carries a CRISIL rating of AA/stable. Its FY26 turnover was ₹3,807.61 crore, profit after tax ₹745.81 crore, and net worth ₹8,064.68 crore.

IIFL Samasta Finance Limited is also a subsidiary of IIFL Finance Limited. Proposed transactions include inter-corporate deposits given and taken (up to ₹1,500 crore each) and brokerage and commission income on structured products (up to ₹35 crore). IIFL Samasta Finance Limited carries a CRISIL rating of AA-/stable. Its FY26 turnover was ₹2,264.58 crore, profit after tax ₹21.30 crore, and net worth ₹1,919.76 crore.

IIFL Management Services Limited, a wholly owned subsidiary, seeks approval for transactions with IIFL Finance Limited primarily involving purchase and sale of investments and securities (up to ₹1,500 crore each) and brokerage and commission on structured products (up to ₹5 crore).

Mr. R. Venkataraman and Mr. Nirmal Jain, Promoters of IIFL Capital Services Limited, also serve as Joint Managing Directors of IIFL Finance Limited and may be deemed interested in the proposed related party transactions.

FY26 financial highlights

The company reported consolidated revenue of ₹26,031 Mn for FY26 compared to ₹25,674 Mn in FY25. Profit After Tax stood at ₹5,636.36 Mn, down 21% year-on-year, impacted by regulatory changes. The consolidated net worth stood at ₹30,710.72 Mn as on March 31, 2026. The Board declared an interim dividend of ₹3 per equity share (150% of face value of ₹2 per share) for FY26, with total dividend payout aggregating to ₹934 Mn.

Document availability

The Notice of the AGM and the Integrated Annual Report for FY26 are available on the company's website at www.iiflcapital.com , the websites of BSE Limited and National Stock Exchange of India Limited, and the CDSL e-voting portal at www.evotingindia.com . Shareholders who wish to receive a physical copy of the Annual Report may write to secretarial@iiflcapital.com , mentioning their Folio Number / DP ID / Client ID. Members holding shares in physical mode and wishing to register or update their email address, communication address, bank or nomination details are requested to contact the RTA at investor.helpdesk@in.mpms.mufg.com . Members holding shares in dematerialized mode are requested to contact their respective Depository Participants.

The Registered Office of the company at IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, MIDC, Thane Industrial Area, Wagle Estate, Thane – 400 604 is deemed to be the venue of the AGM. Members attending via VC/OAVM will be counted for reckoning quorum under Section 103 of the Act.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE489L01022/25552185-0b90-491e-a087-c9007bcb9bbe.pdf

IIFL Capital Services Limited has filed its Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2026, pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing represents a structural change in reporting scope, moving from a standalone basis in FY25 to a consolidated basis for FY26. This expansion now includes IIFL Facilities Services Limited, a wholly-owned subsidiary, alongside the parent entity. Consequently, year-on-year comparisons for certain metrics reflect this boundary change rather than purely operational shifts.

Reporting Standards and Assurance

The company enhanced the credibility of its sustainability disclosures by upgrading the assurance level for BRSR Core parameters from limited to reasonable assurance. Kirtane & Pandit LLP served as the independent assurance provider for the engagement. Additionally, IIFL Capital achieved ISO 14001:2015 certification for its Environmental Management System and successfully completed an external surveillance audit in April 2026. The firm also maintains ISO 27001:2022 certification for information security and ISO 22301:2019 for business continuity.

Stakeholder Engagement and Grievances

Grievance redressal metrics showed marked improvement across key stakeholder groups during FY26. Consumer complaints fell from eight in the previous year to zero, while shareholder complaints decreased from 29 to seven. Complaints from value chain partners dropped significantly from 344 to 108. The company reported no pending complaints at the close of the financial year for these categories. No complaints were received regarding sexual harassment or conflict of interest involving directors or key managerial personnel.

Note: Customer complaints volume reflects high transactional activity, with all cases resolved within the year.

Human Capital and Diversity

As of March 31, 2026, the consolidated entity employed 1,559 individuals, comprising 1,553 permanent employees and six non-permanent staff. Women constituted 25% of the total workforce, an increase from 24% in FY25. Employee turnover for permanent staff declined from 25% in FY25 to 23% in FY26. The proportion of gross wages paid to female employees rose from 10.59% to 16.11%, driven by increased recruitment of women into senior roles. The company reported a 100% return-to-work rate for employees taking parental leave.

Regulatory Penalties and Compliance

The company disclosed several monetary penalties paid to regulatory bodies during the year. These included a ₹1 lakh settlement with SEBI regarding API integration with algorithmic trading platforms. National Stock Exchange (NSE) penalties totaled approximately ₹4.4 million across multiple instances, primarily related to incorrect margin collection reporting and operational discrepancies. Bombay Stock Exchange (BSE) imposed a ₹4 lakh penalty for incomplete client transition during a disaster recovery drill. Multi Commodity Exchange (MCX) and National Commodity & Derivatives Exchange (NCDEX) levied penalties of ₹210,200 and ₹378,490 respectively, related to abnormal client trades and open interest limit breaches. The company stated that corrective measures have been implemented for all cited lapses.

Environmental Footprint

Total greenhouse gas emissions (Scope 1 and Scope 2) stood at 1,540.61 metric tonnes of CO2 equivalent, up from 1,184.41 metric tonnes in FY25. This increase coincides with the expanded consolidated reporting boundary. Energy consumption from renewable sources contributed to a revised energy mix, with green power procurement utilized at the registered and corporate offices. Water withdrawal was estimated based on per capita norms, as dedicated meters are not installed across all facilities.