IFCI Ltd. — Proxy Solicitation & Information Statement 2022

Feb 1, 2022

No. IFCl/CS/2022- c February 01, 2022

National Stock Exchange of India Limited Exchange Plaza Plot No. C/1, G Block Bandra Kurla Complex Bandra (East) Mumbai — 400 051

CODE: IFCI

Dear Sir/Madam,

Re: Notice Calling Extra -Ordinary General Meeting (EGM) of the Company

Pursuant to the provisions of Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice calling Extra-Ordinary General Meeting (EGM) of the Company.

The Notice calling EGM is also available on the website of the Company at www.ifciltd.com under 'General Notice Section'. The relevant details in connection with the EGM are as under:

S.No.	Particulars	Details
1.	Day, Date of EGM	Thursday, February 24, 2022, at 11:30A.M. (IST) through VC/OAVM atAuditorium, First Floor, IFCI Tower, 61Nehru Place, New Delhi — 110019('Deemed Venue')
2.	Cut-off date for the purposeof determining the votingrights of shareholders of theCompany, through RemoteE-voting and E-Voting at theEGM	Thursday, February 17, 2022
3.	Remote E-Voting period	The e-voting period will commence onMonday, February 21, 2022, at 09:00A.M. (IST) and will end on Wednesday,February 23, 2022, at 05:00 P.M. (IST).The e-voting will be disabled thereafter.

This is for your information and record.

For IFCI Limited

a-741-*-T Z'bil

(Priyanka Sharma) Company Secretary

Encl.: As above

ut5 zit *1i**1** 4-41.ap miq 3iIqmhIl3r1 cIc1, 61 5S.n *zr, - 1 1 o 019 79.171: +91-11-4173 2000, 4179 2800 1Tiqa: +91-11-2623 0201, 2648 8471 www.ifciltd.com 7#311-4: L74899DL1993G01053677

1948 * 115; LI

IFCI Limited Regd. Office:

IFCI Tower, 61 Nehru Place, New Delhi - 110 019 Phone: +91-4173 2000, 4179 2800 Fax: +91-11-2623 0201, 2648 8471 Website: www.ifciltd.com CIN: L74899DL1993G01053677

In Development of the Nation since 1948

Regd. Office: IFCI Tower, 61 Nehru Place, New Delhi 110019 CIN: L74899DL1993G01053677 E-mail: complianceofficer@ifciltd.com ; website: www.ifciltd.com Tel: 91-(011) - 4173 2000, Fax: 91- (011)- 2623 0201

EXTRA-ORDINARY GENERAL MEETING (EGM) OF IFCI LIMITED

• DAY: THURSDAY
• DATE: FEBRUARY 24, 2022
• TIME: 11:30 A.M. (IST)
• VENUE: AUDITORIUM, FIRST FLOOR, IFCI TOWER, 61 NEHRU PLACE NEW DELHI-110019 [THROUGH VIDEO CONFERENCING (VC) / OTHER AUDIO-VISUAL MEANS (0AVM)]

NOTICE

NOTICE is hereby given that the Extra -Ordinary General Meeting (EGM) of the Members of IFCI Limited will be held on Thursday, February 24, 2022, at 11:30 A.M. (IST) at Auditorium, First Floor, IFCI Tower, 61 Nehru Place, New Delhi - 110019, through Video Conferencing (VC) / Other Audio -Visual Means (OAVM), to transact the following business:

SPECIAL BUSINESS:

Item No. 1: Issue of equity shares aggregating upto t100 crore by way of preferential allotment to Government of India (GOI).

To consider and, if thought fit, to pass, with or without modification(s) the following resolutions as Special Resolution(s):

"RESOLVED THAT pursuant to Sections 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory amendments or re -enactments thereof for the time being in force), the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "ICDR Regulations"), Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations "), each as amended, any other applicable laws, rules and regulations and enabling provisions in the Memorandum and Articles of Association of the Company and the equity listing agreements entered into by the Company with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and subject to necessary approvals / sanctions / permissions of appropriate statutory / regulatory authorities, if applicable, and subject to such conditions as may be prescribed by any of them while granting such approvals / sanctions, and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board"which term shall be deemed to include any Committee(s), which the Board may have constituted or may constitute to exercise the powers conferred on the Board by this resolution), consent of the members, be and is hereby accorded to the Board to create, issue and allot 6,10,12,812 (Six Crore Ten Lakh Twelve Thousand Eight Hundred and Twelve) number of equity shares of the Company of the face value of 10 (Rupees Ten) each ("Equity Shares") on preferential allotment basis, at a price of 16.39 (Rupees Sixteen and Thirty Nine Paisa only) [including a premium of t 6.39 (Rupees Six and Thirty Nine Paisa only)] per Equity Share aggregating upto t100,00,00,000 (Rupees One Hundred Crore) to the Government of India.

RESOLVED FURTHER that the equity shares to be issued shall rank pari -passu in all respect with the existing equity shares of the Company.

RESOLVED FURTHER that the Board be and is hereby authorised to make the necessary applications and to take all other steps as may be necessary for and in conne5-tign with the listing of the equity shares proposed to be allotted to the Government 6 hatM- -SE and NSE, and that with the depositories, viz. National Securities Dr p

1 el ,

("NSDC) and Central Depository Services (India) Limited CCDSL"), and for the credit of such equity shares to the Demat account of the Government of India.

RESOLVED FURTHER that in accordance with the provisions of ICDR Regulations, the "Relevant Date" for the purpose of determination of the price of the Equity Shares to be issued and allotted as above is January 25, 2022, being the date falling 30 (thirty) days prior to the date of this Extra-Ordinary General Meeting being held on February 24, 2022, to approve this issue of equity shares.

RESOLVED FURTHER that for the purpose of giving effect to this resolution, the Board (including any duly constituted Committee thereof), be and is hereby authorized to do all such acts, deeds and things as may be deemed necessary, or incidental thereto, proper or desirable, or to settle any question, difficulty or doubt that may arise in regard to the issue of the aforesaid shares and to finalise or execute all documents and writings as may be necessary, desirable or expedient."

By order of the Board of Directors

IFCI Tower 61 Nehru Place New Delhi-110019 CIN: L74899DL1993G01053677 Tel: 011-41732000 Fax: 011-26230201 Website: www.ifciltd.com Email: complianceofficer@ifciltd.com

Date: January 25, 2022

Registered Office:

(Priyanka Sharma) Company Secretary

NOTES:

• 1. Pursuant to the Circular No. 20/2021 dated December 08, 2021, read with Circular No(s). 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020 and 39/2020 dated December 31, 2020, issued by the Ministry of Corporate Affairs (MCA) and other applicable circulars issued by the Securities and Exchange Board of India (SEBI), the EGM of the Company shall be conducted through VC/OAVM.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 ('SEBI Listing Regulations') (as amended) and MCA Circulars dated December 08, 2021 read with other applicable Circulars issued by MCA in this regard, the Company is providing facility of evoting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM ('Venue Voting') will be provided by CDSL.
• 1. As per the applicable MCA Circular, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. Hence, Proxy form do not form part of this Notice. However, pursuant to the Section(s) 112 and 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EGM through VC/OAVM and cast their votes through evoting.
• 1. The Notice calling the EGM has been uploaded on the website of the Company at www.ifciltd.com . The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia,com
• 1. The 'Deemed Venue' for the EGM shall be 'Auditorium, First Floor, IFCI Tower, 61 Nehru Place, New Delhi — 110019'.
• 1. As per the MCA Circular No. 20/2020 dated 5 May 2020, the Notice calling EGM will not be sent in physical form. The EGM Notice will be sent in electronic mode vide e-mail to those Members who have registered their e-mail ID either with the Company or the Registrar & Share Transfer Agent (R&STA) or their respective Depository Participants.
• 1. Those shareholders who have not registered their e-mail ID are requested to register or update their e-mail ID with their Depositories Participants (in case shares are held in Dematerialized form) /R&STA (in case shares are held in physical form). The R&STA may be contacted at adminPmcsregistrars.com , helpdeskdelhi(amcsregistrars.com
• 1. The Members can join the EGM through VC/OAVM, 15 minutes beforg ancl.after the scheduled time of the commencement of the Meeting by follo cedure

mentioned in the EGM Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on first come first served basis.

This will however not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholder's Relationship Committee, Auditors, who are allowed to attend the EGM without restriction on account of first come first served basis.

• 1. The Institutional shareholders are requested and encouraged to attend and vote at the EGM of the Company.
• 1. No physical attendance is allowed at the EGM. The attendance of the Members attending the EGM through VC/OAVM shall only be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. The Members will be allowed to pose questions during the course of the Meeting. The queries can also be given in advance at complianceofficer@ifciltd.com
• 1. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013, setting out material facts in respect of the Item No. 1 is annexed hereto.
• 1. All documents referred to in the accompanying EGM Notice and the explanatory statement as well as other documents as required under the provisions of the Companies Act, 2013 are open for inspection through electronic mode on all working days except Saturdays, Sundays and holidays between 11:00 am to 01:00 pm upto the date of this EGM,
• 1. As per the SEBI requirements, Members holding shares in Demat form are requested to submit PAN details to their depository participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN details to the Company or to R&STA.
• 1. In case of joint holders attending the Meeting, only such joint holder whose name is registered as first holder will be entitled to vote through Remote e-voting or e-voting at EGM.

THE INTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• (i) The remote e-voting period begins on Monday, February 21, 2022, at 09:00 A.M. (IST) and ends on Wednesday, February 23, 2022, at 05:00 P.M. (IST). During this period shareholders of the Company, holding shares either in physical form or in Dematerialized form, as on the cut-off date i.e. Thursday, February 17, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) Shareholders who have already voted prior to the meeting date w entitled to vote at the meeting.

• (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode are allowed to vote through their Demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their Demat accounts in order to access e-Voting facility.
• (iv) Pursuant to abovementioned SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual ShareholdersholdingsecuritiesinDematmodewithCDSL	1) Users who have opted for CDSL's Easi / Easiestfacility, can login through their existing user id andpassword. Option will be made available to reach eVoting page without any further authentication. TheURLs for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on Login icon and selectNew System Myeasi.
	2) After successful login the Easi / Easiest user will beable to see the e-Voting Menu. On clicking the e-votingmenu, the user will be able to see his/her holdingsalong with links of the e-Voting Service Provider ('ESP')asperi.e.CDSL/NSDL/KARVY/LINKINTIM Einformation provided by Issuer/ Company. Additionally,we are providing links to ESPs, so that the user canvisit the e-Voting service providers' site directly.
	3) If the user is not registered for Easi/Easiest, optionregisterattoavailableishttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4) Alternatively, the user can directly access e-Votingpage by providing Demat Account Number and PAN No.homefromin www.cdslindia.compage.aThelinksystem will authenticate the user by sending OTP onregistered Mobile & Email as recorded in the DematAccount. After successful authentication, user will beprovided links for the respective ESP where the eVoting is in progress during or before the EGM.
Individual ShareholderssecuritiesholdinginDematmodewithNSDL	If you are already registered for NSDL IDeAS1)please visit the e-Services website of NSDL.facility,by typingtheOpenwebbrowserfollowingURL:https://eservices.nsdl.comeitheronaComputer or on a mobile. Once the homeN

	Services is launched, click on the "Beneficial Owner"icon under "Login" which is available under 'IDeAS'section. A new screen will open. You will have to enteryour User ID and Password. After successfulauthentication, you will be able to see e-Votingservices. Click on "Access to e-Voting" under e-Votingservices and you will be able to see e-Voting page. Clickon company name i.e. IFCI Limited or ESP name andyou will be re-directed to ESP website for casting yourvote during the remote e-Voting period or joiningvirtual meeting & voting during the Meeting.
	If the user is not registered for IDeAS e2)Services, option to register is available at.Select Register Online forhttps://eservices.nsdl.comIDeAS Portal or click athttps ://eservices.nsd I .com/Secu reWeb/IdeasDi rectReg5_P
	Visit the e-Voting website of NSDL. Open web3)browser by typing the following URL:httos://www.evoting.nsdl.conn/ either on a PersonalComputer or on a mobile. Once the home page of eVoting system is launched, click on the icon "Login"which is available under 'Shareholder/Member' section.A new screen will open. You will have to enter yourUser ID (i.e. your sixteen digit Demat account numberwith NSDL), Password/OTP and a Verification Code asshown on the screen. After successful authentication,you will be redirected to NSDL Depository site whereinyou can see e-Voting page. Click on company name ore-Voting service provider name and you will beredirected to ESP website for casting your vote duringthe remote e-Voting period or joining virtual Meeting &voting during the Meeting.
Individual Shareholders(holding securities inDemat mode) loginthroughtheirDepositoryParticipants	You can also login using the login credentials of yourDemat account through your Depository Participantregistered with NSDL/CDSL for e-Voting facility. Aftersuccessful login, you will be able to see e-Voting option.Once you click on e-Voting option, you will beredirected to NSDL/CDSL website after successfulauthentication, wherein you can see e-Voting feature.Click on company name i.e. IFCI Limited or ESP nameand you will be redirected to ESP's website for castingyour vote during the remote e-Voting period or joiningvirtual Meeting & voting during the Meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at a bovementioned website.

Helpdesk for Individual Shareholders holding securities in Demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL:

Login type	Helpdesk details
Individual Shareholders holding	Members facing any technical issue in login can
securities in Demat mode with	contact CDSL helpdesk by sending a request at
CDSL	helpdesk.evoting@cdslindia.comor
	Contact - 022- 23058738 and 022-23058542-43.
Individual Shareholders holding	Members facing any technical issue in login can
securities in Demat mode with	contact NSDL helpdesk by sending a request at
NSDL	evoting@nsdl.co.inor
	Toll Free No. - 1800 1020 990 and 1800 22 44 30

• (v) Login method for e-Voting and joining virtual meeting for Shareholders other than Individual Shareholders & for Physical Shareholders.
  • 1. The shareholders should log on to the e-voting website www.evotingindia.com .
  • 1. Click on "Shareholders" module.
  • 1. Now enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
  • 1. Next enter the Image Verification as displayed and Click on Login.
  • 1. If you are holding shares in Demat form and had logged on to www.evotingindia.comand voted on an earlier e-voting of any company, then your existing password is to be used.
  • 1. If you are a first-time user follow the steps given below:

For Shareholders holding shares in Demat Form otherthan individual and Physical Form
Enter your 10-digit alpha-numeric PAN issued by Income TaxDepartment (Applicable for both Demat shareholders as wellas physical shareholders)• Shareholders who have not updated their PAN with theCompany/Depository Participant are requested to use thesequence number sent by Company/RTA or contactCornpany/RTA.
EntertheorDividendBankDetailsDateo- i''.dd/mm/yyyy format) as recorded in your Dem", . lc!,

	in the company records in order to login.
ORDate of Birth(DOB)	• If both the details are not recorded with the depository orcompany, please enter the member id / folio number inthe Dividend Bank details field as mentioned in instruction(iii) above.

• (vi) After entering these details appropriately, click on "SUBMIT" tab.
• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in Dennat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (viii) For shareholders holding shares in physical form, the details can be used only for evoting on the resolutions contained in this Notice.
• (ix) Click on the EVSN for IFCI.
• (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xv) If a Demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xvi) Facility for Non Individual Shareholders and Custodians —Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting©cdslindia.com .
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evotingPcdslindia.conn and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz. complianceofficerPifciltd.com , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ('VENUE VOTING') ARE AS UNDER:

• 1. The procedure for attending meeting & e-Voting on the day of the EGM is same as per the instructions mentioned above for Remote e-voting.
• 1. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
• 1. Shareholders who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the EGM.
• 1. Shareholders are encouraged to join the Meeting through Laptops/iPad for better experience.
• 1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video lqss due to fluctuation in their respective network. It is therefore recommende ble Wi-Fl or LAN Connection to mitigate any kind of aforesaid glitches.

• 7. Shareholders who would like to express their views/ask questions during the EGM may register themselves as a speaker by sending their request in advance at-least 7 days prior to EGM mentioning their name, Demat account number/folio number, email id, mobile number at complianceofficer@ifciltd.com .
• 8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the EGM, provided time permits.
• 9. The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 7 days prior to EGM mentioning their name, Demat account number/folio number, email id, mobile number at complianceofficer@ifciltd.com . These queries will be replied to by the Company by email, as considered necessary and if time permits.
• 10. Only those shareholders, who are present in the EGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM.
• 11. If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the EGM through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the EGM is available only to the shareholders attending the EGM.

PROCESS FOR THOSE SHAREHOLDERS WHO'S EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

PhysicalForshareholders	ofPleasenecessarydetailsNo.,provideNameFoliolikeshareholder, scanned copy of the share certificate (front andback), PAN (self-attested scanned copy of PAN card), AADHAR(self-attested scanned copy of Aadhar Card) by email toCompany at complianceofficer@ifciltd.comRTA at adminPmcsregistrars.com;helpdeskdelhiPmcsregistrars.com
DematForshareholders	Please provide Demat account details (CDSL- 16-digit beneficiaryID or NSDL-16-digit DPID + CLID), Name, client master or copyof Consolidated Account statement, PAN (self-attested scannedcopy of PAN card), AADHAR (self-attested scanned copy ofAadhar Card) to Company at complianceofficer©ifciltd.comRTA at admin@rncsregistrars.com;helpdeskdelhi©mcsregistrars.com40,1,4_

If you have any queries or issues regarding attending EGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting©cdslindia.com or contact at 022- 23058738 and 022-23058542/43. All grievances connected with the facility for e-Voting may be addressed to:

Mr. Rakesh Dalvi

Manager Central Depository Services (India) Limited A Wing, 25th Floor Marathon Futurex, Mafatlal Mill Compounds N M Joshi Marg, Lower Pare! (East) Mumbai - 400013 E-mail - helpdesk.evoting©cdslindia.com Contact No. - 022-23058542/43.

OTHER INFORMATION:

• (A) Only those shareholders of the Company who are holding shares either in physical form or in dematerialized form, as on the cutoff date (i.e. Thursday, February 17, 2022), shall be entitled to cast their vote either through remote e-voting or through venue voting through VC/OAVM at the EGM, as the case may be. Any person who is not a member as on the cut-off date should treat this Notice for information purposes only.
• (B) The remote e-voting period begins on Monday, February 21, 2022, at 9:00 A.M. (IST) and ends on Wednesday, February 23, 2022, at 5:00 P.M. (IST). The remote e-voting module shall be disabled by CDSL for voting thereafter.
• (C) The Members who have cast their vote by remote E-voting may also attend and participate in the proceedings of the EGM through VC/OAVM but shall not be entitled to cast their votes again.
• (D) The shareholders can opt for only one mode of voting i.e. remote e-voting or venue voting through VC/OAVM at the EGM. In case of voting by both the modes, vote cast through remote e-voting will be considered final and e-voting through VC/OAVM at EGM will not be considered.
• (E) The Board of Directors has appointed Shri Devesh Vasisht (Membership No. F8488, COP-13700), Practising Company Secretary, New Delhi and failing him Ms. Priyanka (Membership No. A41459, COP No.16187), Practising Company Secretary, New Delhi of M/s Sanjay Grover & Associates, as Scrutinizer to scrutinize the remote e-voting and evoting at the EGM in a fair and transparent manner and to submit report thereon.
• (F) The results declared along with the Scrutinizer's Report shall be placed on the Company's website at www.ifciltd.comand on the website of CDSL at www.evotingindia.comimmediately and on the Notice Board of the Company at its registered office after the result is declared. The Voting Results along with crutinizer's Report will also be submitted with the Stock Exchanges i.e. BSE Li " tional Stock Exchange of India Limited.

• (G) The Members holding equity shares in physical form are requested to intimate to the R&STA i.e. MCS Share Transfer Agent Ltd., F-65, Okhla Industrial Area, Phase - I, New Delhi - 110 020, regarding change of address, if any, at the earliest, quoting their registered folio number. Change of address in respect of shares held in dematerialized form is required to be intimated to the concerned Depository Participant.
• (H) Members holding shares in more than one folio in identical order of names are requested to write to R&STA enclosing their share certificates to enable them to consolidate the holdings in one folio to facilitate better service.
• (I) Members are also requested to kindly update their PAN and Bank Account details with the R&STA / Depository Participants, as the case may be, for better investor related services and processing of claims w.r.t. unclaimed dividend amount lying with the Company. Shareholders are requested to visit IFCI website at www.ifciltd.com for details.
• (J) As per the MCA Circular 17/2020 dated April 13, 2020, read with MCA Circular 20/2020 dated May 05, 2020, and MCA Circular 02/2021 dated January 13, 2021, the Notice of the EGM has been sent through electronic mode to only those Members whose email IDs are registered with the Company/ Depository participant. Further updation, if any, will be provided on the website of the Company at www.ifciltd.com

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.1

The Government of India (GOT), Ministry of Finance, Department of Financial Services, has, as per the Budgetary Allocation for Financial Year 2021-22, released a sum of T100 crore to IFCI Limited, towards subscription to the share capital of the Company.

As per the applicable provisions of the Companies Act, 2013, the Company cannot utilise monies raised through private placement unless allotment is made, and the return of allotment is filed with the Registrar of Companies.

The requisite disclosure relating to the proposed preferential issue of equity shares to GOT are as under:

S.No.	Particulars	Details
1.	Objects of the PreferentialIssue and date of passing ofBoard Resolution	The object of the proposed preferential issue is toallot equity shares to GOT against the budgetaryallocation of T100 crore towards subscription ofthe share capital of the Company. The proceeds ofthe preferential issue will be used to improve theliquidity position of the Company, servicing itsdebt obligations, meeting establishment and otherrelated expenses and improving the key financialratios of the Company.The Board at its Meeting held on January 25,2022, had given its approval to the preferentialissue of equity shares to GOT subject to theapproval(s) of shareholders, Stock Exchanges andother Authorities as required.
2.	Total / Maximum number ofsecuritiesspecifiedtobeissued and Total amountwhich company intends toraise by this issue	The Company intends to issue 6,10,12,812 (SixCrore Ten Lakh Twelve Thousand Eight Hundredand Twelve) number of equity shares of theCompany of the face value of T10 (Rupees Ten)each C'Equity Shares") on preferential allotmentbasis, at a price of T16.39 (Rupees Sixteen andThirty Nine Paisa only) [including a premium ofT6.39 (Rupees Six and Thirty Nine Paisa only)] perEquity Share aggregating upto T100,00,00,000(Rupees One Hundred Crores) to the Governmentof India.
3.	Class of Person to whomthe allotment is proposed tobe made	The allotment of equity shares is proposed to bemade to the Promoter of the Company i.e.,Government of India cPresident of Ippa.,2,-,--T->,* ' <br>7AZ4Tkr-d1 114

4.	The intent of the Promoters,Directors or Key ManagerialPersonnel of the Issuer tosubscribe to the offer	upto an amount of 100 crore.	The Promoter of the Company i.e. Government ofIndia has expressed its intent to subscribe to theequity shares on preferential basis aggregating
		shares.	There is no intent of any of the Directors or KeyManagerial Personnel of the Company to subscribeto the proposed preferential issue of equity
5	The shareholding pattern of		Pre-Preferential Issue shareholding pattern
	the issuer before and afterthe Preferential issue	quarter(ShareholdingpatternonasendedDecember 31, 2021) is as under:
		Category	of EquityNo.Shares	%ageofEquityShareCapital
		Promoter's Holding [A]
		Indian :(Governmentof India)	1302941258	63.81
		Individual
		BodiesCorporate
		Sub-Total
		ForeignPromoters
		Sub-Total (A)	1302941258	63.81
			Non-Promoter Holding [B]
		InstitutionalInvestors	177145060	8.67
		Non-Institution
		PrivateCorporateBodies	27731169	1.36
		Directors&Relatives
		Indian Public	469993432	23.02
		Others	64167574	3.14
		Sub-Total (B)	739037235	36.19
		Grand Total	2041978493	100.00
		Post-Preferential	Issue	shareholding
		pattern is as under:ended December 31, 2021) is	(Based on the shareholding pate	quarter-

		Category	of EquityNo.Shares	%ageofEquityShareCapital
		Promoter's Holding [A]
		Indian :(Governmentof India)	1363954070	64.86
		Individual
		Bodies
		Corporate
		Sub-Total
		ForeignPromoters
		Sub-Total (A)	1363954070	64.86
			Non-Promoter Holding [B]
		InstitutionalInvestors	177145060	8.42
		Non-Promoter Holding
		Private	27731169	1.32
		CorporateBodies
		Directors&Relatives
		Indian Public	469993432	22.35
		Others	64167574	3.05
		Sub-Total (B)	739037235	35.14
		Grand Total	2102991305	100.00
6.	framewithinTimewhichthe Preferential Issue shallbe completed	applicationb) Within15	In terms of Companies Act, 2013 and SEBI (ICDR)Regulations, the allotment of the equity sharesshall be made within the following timelines:a) within 60 days of the receipt of the sharemoney, as per the provisions ofSection 42 of the Companies Act, 2013 (PrivatePlacement of Securities) and;ofdayspassingresolution approving the allotment of equityshares to the GOT by the shareholders of theCompany and subject to any other approval asrequired to be obtained.	of the special
7.	The identity of the naturalwhothepersonsare		The shares are proposed to bePromoter of the Company i.e.e: :m`v	to the,:., i-zof

	ultimateownersbeneficialof the shares proposed toand/orbeallottedwho	India and will be held in the name of President ofIndia.
	theultimatelycontroltheproposedallottees,percentagepostofpreferentialissuecapitalthatmaybeheldbyallottees	Pursuant to the proposed allotment, there wouldbe no change in the control of the Company.Post allotment, the GOI will hold 64.86% of thetotal paid-up share capital of the Company.
8.	thattheundertakingAnIssuer shall re-compute thetheofpricespecifiedof thesecuritiestermsintheseprovisionsofRegulationswhereitisrequired to do so	Not applicable.
9.	An undertaking that if theamount payable on accountof the re-computation of theprice is not paid within thetime stipulated in ICDRRegulations, the specifiedsecurities shall continue tobe locked-in till the timesuch amount is paid by theallottees	Not applicable
10.	DisclosuresspecifiedinSchedule VI of ICDRRegulations, if the issuer orany of its promoters ordirectors is a wilful defaulteror fraudulent borrower	Not applicable, as neither the issuer nor any of itspromoters or directors are wilful defaulters orfraudulent borrower.
11.	The current and proposedstatus of the allottees posttheissue,preferentialpromoter or nonnamelypromoter	There will be no change in current and proposedstatus of the allottees post the preferential issue,namely promoter
12.	of theplaceTocopyaCertificate of PracticingCompany Secretary beforethe General Meeting of theshareholders, consideringtheproposedpreferentialthattheissuecertifyingissuemadebeingisintheaccordancewithrequirements of these ICDRRegulations.	theTheCertificateofPracticingCompanySecretary will be placed before the shareholders atthe EGM through electronic means to be heldthrough VC/OAVM.The abovementioned Certificate of the PracticingCompany Secretary is also available under'General Notice Section' on the website of theCompany at www.ifciltd.com

	The Issuer shall also placetheabovernentionedCertificatethewebsiteonlink of theprovide aandsame in the EGM Notice
13.	Consideration for the issue	The equity shares will be issued against the fundsalready received by the Company from GOI asShare Application Money through banking channelfrom the Government of India.
14.	forJustificationallotmentproposed to be made forconsideration other thancash together with valuationreport of the registeredvaluer	No applicable
15.	ofofarrivalpriceBasisalong with the Report of theRegistered Valuer	The basis of arrival of price is as per Regulation164 of the SEBI ICDR Regulations, IFCI being aListed Entity.Hence, the report of the Registered Valuer is notapplicable.
16.	RelevantDateandPricecomputedperICDRasRegulations	The Relevant Date is Tuesday, January 25, 2022(i.e. 30 days before the date of this EGM beingheld on Thursday, February 24, 2022). The pricecalculated as per Regulation 164 of the SEBI ICDRRegulations is 16.39/- per equity share, includingsecurity premium of t 6.39/- per equity share.
17.	The number of persons towhomallotmentonpreferentialbasishavealready been made duringthe year, in terms ofnumber of securities as wellas price	During the financial year 2021-22, the companyhad allotted 14,59,85,401 number of equity shares@ t10/- per equity share to the Government ofIndia through President of India on preferentialbasis on April 23, 2021 @ 13.70/- equity sharesecurity(includingpremiumoft 3.70/-equityshare).

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in this resolution except in their official capacity as Government Nominee Directors.

Your Directors recommend the Special Resolution for approval of the Members.

Registered Office:

By order of the Board of Directors

IFCI Tower 61 Nehru Place New Delhi - 110 019 CIN: L74899DL1993G01053677 Tel: 011-41732000 Fax: 011-26230201 Website: www.ifciltd.com Email: complianceofficerOifciltd.com

(Priyanka Sharma) Company Secretary

Date: January 25, 2022

Route Map and Prominent Landmark of EGM Venue

In view of the extraordinary circumstances due to COVID-19 pandemic prevailing in the country, Ministry of Corporate Affairs (MCA) vide its Circular No. 14/2020 and Circular 39/2020 had clarified that social distancing is a pre-requisite in the current scenario and in reference to Clarifications/Guidance on applicability of Secretarial Standards on General Meetings (SS-2) dated April 15, 2020, the Company will hold the EGM through VC/OAVM, without the physical presence of the shareholders at Auditorium, First Floor, IFCI Tower, 61 Nehru Place, New Delhi-19. In view of the directions from MCA, the Meeting is being convened through VC/OAVM and physical presence of the Shareholders are not required at the venue and that the proceedings of the EGM conducted shall be deemed to be made at this venue.