IIFL Finance Limited has announced an Extra-Ordinary General Meeting (EGM) scheduled for March 20, 2026, at 11:00 AM IST, to be conducted through Video Conferencing (VC) and Other Audio Visual Means (OAVM). The meeting has been convened under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting Details and Voting Arrangements

The company has set March 13, 2026, as the cut-off date for determining members entitled to exercise voting rights electronically. Remote e-voting will be available from 9:00 AM IST on March 16, 2026, until 5:00 PM IST on March 19, 2026. The EGM notice has been distributed electronically to members whose email addresses are registered with the company or depositories as of February 20, 2026.

Material Related Party Transaction Modifications

The primary agenda involves approving material modifications to existing Material Related Party Transactions (RPT) with IIFL Home Finance Limited, a material subsidiary of the company. The proposed changes include adding transactions relating to Direct Assignment and Sale of Loan exposures for an aggregate amount of ₹2,400 Crore.

The modifications will increase the cumulative transaction limit from the current ₹3,092 Crore, approved at the 30th Annual General Meeting held on July 18, 2025, to ₹5,492 Crore. The enhanced limits specifically include:

Strategic Rationale and Business Benefits

The proposed modification aims to consolidate certain loan portfolios within IIFL Home Finance Limited to enhance operational efficiency. The strategic realignment is expected to deliver several benefits:

• Enhanced operational and resolution efficiency through integrated management
• Streamlined administration and monitoring of loan accounts
• Improved collection performance through coordinated recovery efforts
• Reduced overlap and duplication of functions across multiple entities
• Superior customer service through centralized servicing mechanisms
• Robust consolidated risk management framework for better portfolio oversight

The consolidation initiative aligns with the company's long-term strategic priorities of simplifying group structures, strengthening operational efficiency, and ensuring adherence to regulatory expectations.

Regulatory Approvals and Compliance

The Audit Committee approved the proposed material modification through a resolution passed by circulation on February 25, 2026. Subsequently, the Board of Directors approved the proposal at its meeting held on February 25, 2026, and recommended it for member approval.

The company has confirmed that all proposed transactions will be undertaken in the ordinary course of business and on an arm's length basis. The terms remain fair, reasonable, and are not prejudicial to the interests of the company or its members.

Historical Transaction Context

During the financial year 2024-25, IIFL Finance Limited conducted various transactions with IIFL Home Finance Limited totaling significant amounts across different categories including inter-corporate deposits, investment purchases, expense allocations, and assignment transactions. The current financial year up to December 31, 2025, has seen continued transaction activity totaling ₹2,340.50 Crore across various transaction types.

The proposed modifications represent 23% of IIFL Finance Limited's annual consolidated turnover and 65% of IIFL Home Finance Limited's annual standalone turnover for the immediately preceding financial year, qualifying as material related party transactions requiring shareholder approval.

IIFL Finance has successfully issued non-convertible debentures (NCDs) worth up to ₹1,000 crore through private placement, as confirmed in its regulatory filing dated February 24, 2026. The Finance Committee of the Board of Directors approved the terms and conditions for this debt instrument offering, designated as Series D36, targeting institutional and high-net-worth investors.

Issue Structure and Specifications

The NCD issue has been structured with specific parameters to optimize fundraising and provide flexibility based on market conditions.

Instrument Characteristics

The approved NCDs are structured as senior, secured, listed, rated, and redeemable instruments with several investor-friendly features:

The instruments will be listed on the National Stock Exchange of India Limited, ensuring liquidity and transparency for investors. In case of payment delays exceeding three months, the company will pay an additional interest of 2% per annum over the coupon rate until the default is cured.

Regulatory Compliance

The issuance follows all regulatory requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has provided comprehensive disclosure as per Regulation 30 and SEBI Master Circular guidelines. Specific details regarding tenure, coupon rates, payment schedules, and security arrangements are outlined in the relevant Key Information Document.

Strategic Significance

This NCD issuance represents a significant milestone in the company's fundraising strategy, providing access to institutional capital through secured debt instruments. The private placement route enables efficient capital raising while the listing on NSE ensures secondary market liquidity for investors. The green shoe option provides operational flexibility to optimize fundraising based on investor demand and market conditions.