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IIFL CAPITAL SERVICES LIMITED — Proxy Solicitation & Information Statement 2026
May 21, 2026
61479_rns_2026-05-21_55d92134-3abb-47cc-b59e-c8bceaad088c.pdf
Proxy Solicitation & Information Statement
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IIFL CAPITAL
TRANSFORMING WEALTH INTO LEGACY
May 21, 2026
| The Manager,
Listing Department,
BSE Limited,
Phiroze Jeejeebhoy Tower,
Dalal Street,
Mumbai 400 001
Tel No.: 22721233
Fax No.: 22723719/22723121/22722037
BSE Scrip Code: 542773 | The Manager,
Listing Department,
The National Stock Exchange of India Ltd.,
Exchange Plaza, 5 Floor, Plot C/1, G Block,
Bandra - Kurla Complex,
Bandra (E), Mumbai 400 051
Tel No.: 2659 8235
Fax No.: 26598237/ 26598238
NSE Symbol: IIFLCAPS |
| --- | --- |
Dear Sir/Madam,
Sub: Corrigendum to Notice of the Extra Ordinary General Meeting ("Notice") of the Company – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
In continuation to our letter dated May 09, 2026, intimating the convening of the Extra Ordinary General Meeting ("EGM") of the Company scheduled to be held on Monday, June 01, 2026 at 11:30 A.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), we wish to inform you that, pursuant to Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company had submitted applications with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (collectively referred to as the "Stock Exchanges") seeking in-principle approval for the proposed preferential issue of equity shares of the Company, as set out in Item No. 1 of the EGM Notice read together with the explanatory statement annexed thereto.
Subsequently, NSE vide its letter bearing reference no. NSE/LIST/55098 dated May 14, 2026, advised the Company to provide certain clarifications and additional information in relation to the proposed preferential issue by way of a corrigendum to the EGM Notice.
Accordingly, we hereby enclose a copy of the Corrigendum to the EGM Notice dated May 07, 2026, together with the explanatory statement annexed thereto, which shall form an integral part of the said EGM Notice in accordance with the applicable provisions of the Companies Act, 2013 ("Act").
In compliance with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations, the relevant circulars issued by the Ministry of Corporate Affairs ("MCA") and the Securities and Exchange Board of India ("SEBI"), the Corrigendum to the EGM Notice is being circulated only through electronic mode to those Members whose email addresses are registered with the Company / Depositories.
IIFL Capital Services Limited (Formerly known as IIFL Securities Limited) | Corporate Identity Number: L99999MH1996PLC132983
Corporate Office: Office No. 1, Ground Floor, Hubtown Solaris, N. S. Phadke Marg, Andheri (E), Near East West Flyover, Mumbai - 400 069
Regd. Office: IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, MIDC, Thane Industrial Area, Wagle Estate, Thane - 400 604
Tel: (91-22) 3929 4000/ 4103 5000 | Fax: (91-22) 2580 6654 | E-mail: [email protected] | Website: www.iiflcapital.com
IIFL CAPITAL
TRANSFORMING WEALTH INTO LEGACY
The Corrigendum to the EGM Notice is also available on the Company's website at www.iiflcapital.com, and on the websites of the stock exchanges, i.e., BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com). The same is also available on the website of CDSL at https://www.evotingindia.com.
Kindly take the above information on record and acknowledge the receipt.
Yours faithfully,
For IIFL Capital Services Limited
(Formerly IIFL Securities Limited)
Meghal
Abhishek Shah
Digitally signed by
Meghal Abhishek Shah
Date: 2026.05.21
16:59:24 +05'30'
Meghal Shah
Company Secretary
Encl: As above
IIFL Capital Services Limited (Formerly known as IIFL Securities Limited) | Corporate Identity Number: L99999MH1996PLC132983
Corporate Office: Office No. 1, Ground Floor, Hubtown Solaris, N. S. Phadke Marg, Andheri (E), Near East West Flyover, Mumbai - 400 069
Regd. Office: IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, MIDC, Thane Industrial Area, Wagle Estate, Thane - 400 604
Tel: (91-22) 3929 4000/ 4103 5000 | Fax: (91-22) 2580 6654 | E-mail: [email protected] | Website: www.iiflcapital.com
IIFL CAPITAL
TRANSFORMING WEALTH INTO LEGACY
IIFL Capital Services Limited
(Formerly Known as IIFL Securities Limited)
CIN: L99999MH1996PLC132983
Regd. Office – IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, MIDC, Thane Industrial Area, Wagle Estate,
Thane – 400604 Tel: (91-22) 3929 4000 Fax: (91-22) 2580 6654
E-mail: [email protected], Website: www.iiflcapital.com
CORRIGENDUM TO THE NOTICE OF THE EXTRA ORDINARY GENERAL MEETING
This Corrigendum is being issued in continuation of the Notice of the Extra Ordinary General Meeting ("EGM") of the Members of IIFL Capital Services Limited (formerly known as IIFL Securities Limited) (the "Company") scheduled to be held on Monday, June 1, 2026 at 11:30 a.m. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM").
The Company had issued the notice dated May 7, 2026, convening the Extraordinary General Meeting of the Members of the Company ("EGM Notice"), scheduled to be held on Monday, June 1, 2026, at 11:30 a.m. (IST) through VC/OAVM. The EGM Notice was dispatched to the Members of the Company in compliance with the provisions of the Companies Act, 2013, read with the rules made thereunder and other applicable laws.
In accordance with Regulation 28(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had submitted applications to BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") (collectively, the "Stock Exchanges") seeking in-principle approval for the proposed preferential issue of equity shares of the Company, as set out in Item No. 1 of the EGM Notice read together with the explanatory statement thereto.
Subsequently, NSE, vide its letter bearing reference no. NSE/LIST/55098 dated May 14, 2026, advised the Company to provide certain clarifications and additional information in relation to the proposed Preferential Issue by way of a corrigendum to the EGM Notice.
Accordingly, the Company is issuing this Corrigendum to the EGM Notice dated May 07, 2026, along with the explanatory statement annexed thereto, and the same shall be deemed to form an integral part of the EGM Notice.
This Corrigendum should be read in conjunction with and forms an integral part of the EGM Notice. Except as specifically modified by this Corrigendum, all other terms and contents of the EGM Notice shall remain unchanged.
Accordingly, the members of the Company are hereby requested to take note of the revised contents of the EGM Notice as set out hereunder.
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REVISED EXPLANATORY STATEMENT PARAGRAPHS RELATING TO ITEM NO.1
Revised Point 3
Purpose / objects of the Preferential Issue:
The Company intends to utilise the proceeds raised through the Preferential Issue ("Issue Proceeds") towards the following objects ("Objects"):
| Sr. No. | Particulars^{(1)} | Total estimated amount to be utilised for each of the Objects | Tentative End Date |
|---|---|---|---|
| 1. | Repayment, prepayment and/or redemption, in full or part, of certain outstanding borrowings availed by the Company (including the interest accrued thereon and pre-payment charges, if any) | INR 1000,00,00,000/- (Indian Rupees One Thousand Crore Only) | By March 31, 2028 |
| 2. | Augmenting funds for maintenance of margin deposits with Stock Exchanges | INR 500,00,00,000/- (Indian Rupees Five Hundred Crore) | By March 31, 2028 |
| 3. | General corporate purposes | INR 499,99,99,950/- (Indian Rupees Four Hundred and Ninety Nine Crore Ninety Nine Lakh Ninety Nine Thousand Nine Hundred and Fifty) | By March 31, 2028 |
| Total | INR 1999,99,99,950/- |
Note:
(1) Please see below further details of the Objects.
In terms of NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 and BSE Circular No. 20221213-47 dated December 13, 2022, the amounts specified for the aforementioned Objects may deviate +/- 10% depending upon future circumstances and given that the Objects are based on management estimates and other commercial and technical factors. Accordingly, the same are dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, regulatory delays, interest and finance charges, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Issue Proceeds at the discretion of the Board/Committee, subject to compliance with applicable laws.
If the Issue Proceeds are not utilised (in full or in part) for the Objects during the period stated above due to any such factors, the remaining Issue Proceeds shall be utilised in subsequent periods in such manner as may be determined by the Board/Committee, in accordance with applicable laws. This may entail rescheduling and revising the planned expenditure and funding requirements and increasing or decreasing the expenditure for a particular purpose from the planned expenditure as may be determined by the Board/Committee, subject to compliance with applicable laws.
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Details of the Object of the Preferential Issue
a. Repayment, prepayment and/or redemption, in full or part, of all or a portion of certain outstanding borrowings availed by the Company, including the interest accrued thereon, prepayment charges, if any.
The Company has entered into various financing arrangements with banks and financial institutions in the ordinary course of business. The Company has also raised short-term funds through the issuance of commercial papers. As on the date of this Notice, the aggregate outstanding borrowings of the Company are approximately INR 1,745,000,000/- (Indian Rupees One Thousand Seven Hundred and Forty Five Crore Only). The Company proposes to utilise an amount of INR 1,000,000,000/- (Indian Rupees One Thousand Crore Only) from the Issue Proceeds towards repayment, pre-payment and/or redemption, in full or part, of certain outstanding borrowings (including outstanding commercial papers availed/issued by the Company, together with any interest, charges or other related expenses payable in relation thereto).
Such borrowings presently include facilities availed from lenders including 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 Company has considered and will continue to consider the following factors for identifying the loans that will be repaid, prepaid or redeemed out of the Issue Proceeds: (i) costs, expenses and charges relating to the facility/borrowing including interest rates involved; (ii) presence of onerous terms and conditions under the facility; (iii) ease of operation of the facility; (iv) levy of any prepayment penalties and the quantum thereof; (v) terms of pre-payment to lenders, if any; (vi) mix of credit facilities provided by lenders; and (vii) other commercial considerations including, among others, the amount of the loan outstanding and the remaining tenor of the loan.
Certain financing arrangements of the Company may provide for payment of prepayment penalty, redemption or foreclosure charges and related costs. Such amounts, if applicable, may be paid out of the Issue Proceeds.
The amounts outstanding under the Company's borrowing facilities may fluctuate from time to time due to various factors, including intermediate repayments and additional drawdowns. Consequently, the outstanding borrowings under such facilities may vary periodically. The Company may, from time to time, repay, refinance, enter into new financing arrangements, or draw down funds from existing borrowing facilities and therefore, the facilities towards which such funds would be utilised cannot be determined as on the date of this Notice. The Company may utilise a portion of the Issue Proceeds from this offering towards the repayment, prepayment and/or redemption of existing or additional indebtedness, as may be determined based on various commercial considerations as set out above. Accordingly, the precise facilities against which the Issue Proceeds may ultimately be utilised may vary at the time of utilisation, subject always to the Objects set out in this Notice and applicable law.
b. Augmenting funds for maintenance of margin deposits with Stock Exchanges
The Company is a SEBI-registered stockbroker and is required to maintain adequate margins with various stock exchanges i.e., BSE, NSE, NCDEX and MCX, across multiple asset classes, including equity (cash), equity derivatives, currency derivatives and commodity derivatives, in the ordinary course of the trading operations. The margin requirements are determined by the respective stock exchanges and are based on several factors such as trading volumes, market volatility and the level of open positions across these segments.
These margins are required to be deposited with the stock exchanges prior to undertaking any trade or assuming any open position and are required to be maintained until settlement or expiry, as applicable.
Further, recent regulatory changes relating to bank finance to capital market intermediaries may impact the availability and terms of funding for stock brokers, including for margin-related and intraday obligations. In such circumstances, the Company may be required to deploy additional own funds towards margin deposits and collateral maintenance with stock exchanges and clearing corporations, which may result in an increase in its working capital requirements.
The table below sets forth historical margins deposited with different stock exchanges for different market segments:
(in INR Crore)
| Stock Exchange | Segment | As on March 31, 2025 | As on March 31, 2026 |
|---|---|---|---|
| NSE & BSE - All Segments (Cash, Equity Derivatives, Currency, Commodity Derivatives) | Cash | 146.32 | 136.72 |
| Fixed Deposit | 2240.82 | 2443.63 | |
| Bank Guarantee | 1092.32 | 1664.07 | |
| MCX - All Segments | Cash | 36.79 | 1.59 |
| Fixed Deposit | 280.02 | 551.00 | |
| Bank Guarantee | 175.00 | 374.98 | |
| NCDEX | Cash | - | 5.01 |
| Fixed Deposit | 47.36 | 44.71 | |
| Total margin deposits | 4018.63 | 5221.71 |
Accordingly, the Company intends to utilise INR 500,00,00,000/- (Indian Rupees Five Hundred Crore Only) of the Issue Proceeds towards maintenance of margin deposits with stock exchanges in order to support the Company's trading operations.
c. General Corporate Purposes
The Company shall utilise INR 499,99,99,950/- (Indian Rupees Four Hundred and Ninety Nine Crore Ninety Nine Lakh Ninety Nine Thousand Nine Hundred and Fifty Only) (which is up to 25% of the Issue Proceeds) for general corporate purposes, which inter alia includes meeting ongoing general corporate exigencies and contingencies, expenses of the Company as applicable in such a manner and proportion as may be decided by the Board from time to time, and/or any other general purposes as may be permissible under applicable laws.
Interim Use of Issue Proceeds
The Company, in accordance with the policies formulated by the Board from time to time, will have flexibility to deploy the Issue Proceeds. Pending complete utilisation of the Issue Proceeds for the Objects described above, the Company intends to, inter alia, invest the Issue Proceeds in money market instruments including money market mutual funds, deposits in scheduled commercial banks, securities issued by the Government of India or any other non-capital eroding instruments as permitted under applicable laws.
Revised Point 7
The price for the Preferential Issue of the Subscription Shares has been determined taking into account the valuation report dated May 7, 2026 issued by BDO Valuation Advisory LLP, independent registered valuer (registration no. IOVRVF/BDO/2026-2027/7160 and having office at Level 9, The Ruby, North West Wing, Senapati Bapat Road, Dadar (W), Mumbai 400028 ("Valuer") in accordance with Regulation 164, Regulation 166A and other applicable regulations of the SEBI (ICDR) Regulations, that was duly approved and taken on record by the Audit Committee of the Board on May 7, 2026 ("Valuation Report"). Subsequently, an addendum to the Valuation Report was approved and taken on record by the Audit Committee on May 20, 2026. The Valuation Report, together with the addendum thereto, shall be available for inspection by the Members at the Meeting and is also available on the Company's website and will be accessible at link: https://files.iiflcapital.com/assets/Valuation_Report_alongwith_Addendum_a860faffc9.pdf
Revised Point 14
Name of the proposed allottee, the percentage of post Preferential Issue capital that may be held by the allottee and change in control, if any, in the issuer consequent to the Preferential Issue:
| Name of the Allottee | Category of the Allottee | Pre issue shareholding of the proposed allottee | Post issue shareholding of the proposed allottee | ||
|---|---|---|---|---|---|
| No. of shares | % | No. of shares | %(*) | ||
| FIH Mauritius Investments Ltd | Presently not a promoter or member of the promoter group of the Company | 8,46,41,445 | 27.18 | 14,17,84,302 | 34.89 |
*The post-preferential issue shareholding of the allottee has been computed after giving effect to the exercise of 3,78,40,489 (Three Crore Seventy Eight Lakh Forty Thousand Four Hundred and Eighty Nine) employee stock options granted and outstanding under the ESOP Scheme.
It is hereby confirmed that, upon closing of the transaction in accordance with the Investment Agreement, the Investor will acquire and exercise control over the Company and will be classified as a 'promoter' of the Company, together with the Existing Promoters, in accordance with the terms of the Investment Agreement and the applicable provisions of the SEBI Listing Regulations.
Revised Point 17
The pre and post issue shareholding pattern of the Company:
| Sr. No. | Category of shareholder | Pre-Preferential Issue(1) | Post Preferential Issue(2) | ||
|---|---|---|---|---|---|
| No. of Equity Shares | % of holding | No. of Equity Shares | % of holding | ||
| (A) | Promoters’ and promoter group holding | ||||
| 1 | Indian promoters/promoter group | ||||
| (a) | Individuals/ HUF | 89423714 | 28.71 | 89423714 | 22.00 |
| (b) | Body Corporate | 6719500 | 2.16 | 6719500 | 1.65 |
|---|---|---|---|---|---|
| Sub-total A (1) | 96143214 | 30.87 | 96143214 | 23.66 | |
| 2 | Foreign promoters/promoter group (A (2)) | ||||
| (a) | Investor | Please see Note (3) | Please see Note (3) | 141784302 | 34.89 |
| (b) | Hwic Asia Fund Class A Shares | Please see Note (3) | Please see Note (3) | 10362530 | 2.55 |
| Sub-total A (2) | Please see Note (3) | Please see Note (3) | 152146832 | 37.44 | |
| Total Shareholding of Promoter and Promoter Group [A = A(1) + A(2)] | 96143214 | 30.87 | 248290046 | 61.09 | |
| (B) | Non-promoters' shareholding (Public) | ||||
| 1 | Institutions | ||||
| (a) | Mutual Funds | 4025469 | 1.29 | 4025469 | 0.99 |
| (b) | Alternative Investment Fund | 10378247 | 3.33 | 10378247 | 2.55 |
| (c) | Insurance Companies | 0 | 0.00 | 0 | 0.00 |
| (d) | NBFC's registered with RBI | 1000 | 0.00 | 1000 | 0.00 |
| (e) | Foreign Portfolio Investors -Category I | 35469153 | 11.39 | 25106623 | 6.18 |
| (f) | Foreign Portfolio Investors -Category II | 15646609 | 5.02 | 15646609 | 3.85 |
| (g) | Banks | 1883 | 0.00 | 1883 | 0.00 |
| Sub-total (B) (1) | 65522361 | 21.04 | 55159831 | 13.57 | |
| 2 | Non-Institutions | ||||
| (a) | Clearing Members | 626354 | 0.20 | 626354 | 0.15 |
| (b) | HUF | 1247566 | 0.40 | 1247566 | 0.31 |
| (c) | Bodies Corporate | 8359695 | 2.68 | 8359695 | 2.06 |
| (d) | Trusts | 163865 | 0.05 | 163865 | 0.04 |
| (e) | Director or Director's Relatives | 150000 | 0.05 | 255000 | 0.06 |
| (f) | Non-Resident Indians | 8242976 | 2.65 | 8350476 | 2.05 |
| (g) | Individuals | 42578578 | 13.67 | 80084317 | 19.70 |
| (h) | Body Corp-Ltd Liability Partnership | 831504 | 0.27 | 831504 | 0.20 |
| (i) | Foreign Company^{(3)} | 84641445 | 27.18 | Please see Note (3) | Please see Note (3) |
| (j) | Others | ||||
| Key Managerial Personnel | 38750 | 0.01 | 161000 | 0.04 | |
| Investor Education and Protection Fund (IEPF) | 26244 | 0.01 | 26244 | 0.01 | |
| Central Government/ State Government(s)/ President of India | 0 | 0.00 | 0 | 0.00 | |
| Relatives of promoters (other than 'immediate relatives' of promoters disclosed under 'Promoter and Promoter Group' category) | 2840144 | 0.91 | 2840144 | 0.70 | |
| Escrow Account | 20000 | 0.01 | 20000 | 0.00 | |
| Sub-total (B)(2) | 149767121 | 48.09 | 102966165 | 25.34 | |
| Total Public Shareholding [B = B(1) + B(2)] | 215289482 | 69.13 | 158125996 | 38.91 | |
| (C) | Non Promoter – Non Public | 2017 | 0.00 | 2017 | 0.00 |
| GRAND TOTAL (A+B+C) | 311434713 | 100.00 | 406418059 | 100.00 |
Note:
(1) As on May 6, 2026.
(2) The post-Preferential Issue share shareholding pattern reflects: (a) the current paid-up equity share capital of the Company together with 5,71,42,857 Equity Shares of the Company proposed to be allotted to the Investor by way of the Preferential Issue; (b) the reclassification of the Investor and HWIC Asia Fund (Class A Shares) being persons acting in concert with the Investor for the purposes of the Open Offer, from public shareholders to the promoter / promoter group category. (c) 3,78,40,489 Equity Shares that may be allotted pursuant to exercise of employee stock options.
(3) The Investor and HWIC Asia Fund (Class A Shares) are presently categorised as public shareholders of the Company. However, upon closing in accordance with the Investment Agreement, the Investor will acquire and exercise control over the Company and be classified as a 'promoter' of the Company along with the Existing Promoters in accordance with and subject to the terms in the Investment Agreement and the provisions of the SEBI Listing Regulations. Further, HWIC Asia Fund (Class A Shares), the person acting in concert with the Investor for the purpose of the Open Offer, will be classified as a member of the promoter group of the Company.
All other content of the EGM Notice, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.
By order of the Board
For IIFL Capital Services Limited
(Formerly known as IIFL Securities Limited)
Meghal Shah
Company Secretary
Date: May 21, 2026
Place: Mumbai
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