IIFL FINANCE LIMITED — Proxy Solicitation & Information Statement 2021

Sep 8, 2021

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September 08, 2021

The Manager, The Manager, Listing Department, Listing Department, BSE Limited, The National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Tower, Exchange Plaza, 5 Floor, Plot C/1, G Block, Dalal Street, Bandra - Kurla Complex, Bandra (E), Mumbai 400 001. Mumbai 400 051. BSE Scrip Code: 532636 NSE Symbol: IIFL

Sub: Intimation of Extra Ordinary General Meeting pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the Extra Ordinary General Meeting (EOGM) of the members of the Company is scheduled to be held on Thursday, September 30, 2021 at 2:00 p.m. (IST) through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. The copy of Notice of EOGM is enclosed. The EOGM Notice is available on the Company’s website i.e. www.iifl.com

Further, we wish to intimate that in terms of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company shall provide to its members the facility to exercise their votes electronically for transacting the items of business as set out in the Notice convening the EOGM of the Company.

For the aforesaid purpose the Company has fixed Thursday, September 23, 2021 as the cut-off date to determine the entitlement of voting rights of members opting for e-voting.

Kindly take the same on record and oblige.

Thanking You, Yours faithfully,

For IIFL Finance Limited

(Formerly Known as IIFL Holdings Limited)

Digitally signed by SNEHA PATWARDHAN SNEHA DN: c=IN, o=Personal, 2.5.4.20=35f2965f8d8bdfa92a36b7f320dc7a4ca8a7 d6bebec0769c3ad8f02e0032e35b, PATWARDHA postalCode=440001, st=MAHARASHTRA, serialNumber=f1b1b3d68166c449942ed0060d0ee454a00bb4657455660a2a608360fb10cb1c, cn=SNEHA PATWARDHAN, l=NAGPUR, N pseudonym=3293403b04e84ed38b749b18613ce5de Date: 2021.09.08 16:33:30 +05'30' Sneha Patwardhan Company Secretary

CC to

Singapore Exchange Securities Trading Limited 2, Shenton Way, #02-02, SGX Centre 1, Singapore - 068 804

IIFL Finance Limited (formerly known as IIFL Holdings Limited)

CIN No.: L67100MH1995PLC093797 Corporate Office – 802, 8[th] Floor, Hub Town Solaris, N.S. Phadke Marg, Vijay Nagar, Andheri East, Mumbai 400069 Tel: (91-22) 6788 1000 .Fax: (91-22) 6788 1010

Regd. Office – IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane – 400604 Tel: (91-22) 41035000. Fax: (91-22) 25806654 E-mail: csteam@iifl.com Website: www.iifl.com

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IIFL Finance Limited (Formerly known as IIFL Holdings Limited)

CIN: L67100MH1995PLC093797

Regd. Office – IIFL House, Sun InfoTech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane – 400 604 Tel: (91-22) 4103 5000; Fax: (91-22) 25806654;

E-mail: shareholders@iifl.com Website: www.iifl.com

NOTICE

Notice is hereby given that the Extra Ordinary General Meeting (“the EOGM”) of the Members of IIFL Finance Limited (Formerly known as IIFL Holdings Limited) (“the Company”) will be held on Thursday, September 30, 2021 at 2:00 p.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

SPECIAL BUSINESS:

1. To revise the term of office of M/s. V Sankar Aiyar & Co as Statutory Auditors of the Company and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

• “RESOLVED THAT in partial modification of the resolution of the Members of the Company that was passed at the 25th Annual General Meeting held on June 30, 2020 and pursuant to the guidelines issued by the Reserve Bank of India (‘RBI’) vide Circular No. DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021, including any amendments, statutory modifications or re-enactments thereof, for the time being in force and subject to applicable law and regulations (as may be amended, restated, modified, replaced from time to time), the term of office for M/s. V Sankar Aiyar & Co, Chartered Accountants, as Statutory Auditors of the Company be revised from a term of 5 years to a term of 3 years, i.e. 3 years from the FY 2020-21 till (and including) the FY 2022-23, and that for the remainder of this revised term, M/s. V Sankar Aiyar & Co shall act as joint Statutory Auditors of the Company with such other joint Statutory Auditor(s) as the Company may appoint (subject to the approval of the Members of the Company), at an overall audit fees for FY 2021-22 as recommended by the Board and given in the explanatory statement to be allocated by the Company between M/s. V Sankar Aiyar & Co and such joint Statutory Auditors as may be mutually agreed between the Company and the said joint Statutory Auditors, depending upon their respective scope of work, and additionally out of pocket expenses, outlays and taxes as applicable;

• RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board (including the Audit Committee of the Board or any other person(s) authorised by the Board or the Audit Committee in this regard), be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to implementation of the resolution including but not limited to determination of roles and responsibilities/ scope of work of the respective joint Statutory Auditor(s), negotiating, finalising, amending, signing, delivering, executing, the terms of appointment including any contracts or documents in this regard, without being required to seek any further consent or approval of the Members of the Company.”

2. To appoint M/s. Chhajed & Doshi, Chartered Accountants as a joint Statutory Auditors of the Company and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’), read with the Companies (Audit and Auditors) Rules, 2014, as may be applicable, and guidelines issued by the Reserve Bank of India (RBI) including any amendments, modifications, variations or re-enactments thereof M/s. Chhajed & Doshi, Chartered Accountants (ICAI Firm Registration No. 101794W), who have offered themselves for appointment and have confirmed their eligibility to be appointed as Statutory Auditors in terms of Section 141 of the Companies Act, 2013 and applicable rules and the guidelines issued by RBI dated April 27, 2021, be and are hereby appointed as the joint Statutory Auditors of the Company, to hold office for a period of 3 (Three) years with effect from the FY 2021-22 till and including the FY 2023-24 and with power to the Board, including relevant Committee(s)

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NOTICE (Contd.)

thereof, to alter and vary the terms and conditions of appointment, etc., including by reason of necessity on account of conditions as may be stipulated by the RBI and / or any other authority;

RESOLVED FURTHER THAT subject to applicable law and regulations including the relevant guidelines and circulars of the RBI (as may be amended, restated, modified, replaced from time to time), M/s. Chhajed & Doshi with M/s. V Sankar Aiyar & Co, Chartered Accountants (ICAI Firm Registration No. 109208W) shall act as joint Statutory Auditors of the Company, at overall audit fees for FY 2021-22 as recommended by the Board and given in the explanatory statement to be allocated between M/s. V Sankar Aiyar & Co and M/s. Chhajed & Doshi as the joint Statutory Auditors, as may be mutually agreed between the Company and the said joint Statutory Auditors, depending upon their respective scope of work, and additionally out of pocket expenses, outlays and taxes as applicable and that M/s. Chhajed & Doshi shall thereafter act as joint Statutory Auditors of the Company with such other new joint Statutory Auditor(s) who will be appointed by the Company subject to approval of the Members of the Company from FY 2023-24 onwards;

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution the Board (including the Audit Committee of the Board or any other person(s) authorised by the Board or the Audit Committee in this regard), be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to implementation of the resolution including but not limited to determination of roles and responsibilities/ scope of work of the respective joint Statutory Auditors, negotiating, finalising, amending, signing, delivering, executing, the terms of appointment including any contracts or documents in this regard, without being required to seek any further consent or approval of the Members of the Company.”

3. To Appoint Mr. Vibhore Sharma (DIN- 03314559), as an Independent Director of the Company and in this regard to consider and if thought fit, to pass with or without modification(s), the following Resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of sections 149, 150, 152, read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the

Act”) and Rules framed there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to Regulation 17 (and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), as amended from time to time, Mr. Vibhore Sharma (DIN- 03314559), who pursuant to recommendation of Nomination and Remuneration Committee was appointed as an Additional Director (Independent Director) by the Board of Directors of the Company w.e.f. July 01, 2021 in terms of Section 161 (1) of the Act and who is eligible for appointment and has also submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations with respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation, for a term of five consecutive years commencing from July 01, 2021 upto June 30, 2026;

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

4. To Appoint Mr. Ramakrishnan Subramanian (DIN: 02192747), as an Independent Director of the Company and in this regard to consider and if thought fit, to pass with or without modification(s), the following Resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of sections 149, 150, 152, read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and Rules framed there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to Regulation 17 (and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), as amended from time to time, Mr. Ramakrishnan Subramanian (DIN: 02192747), who pursuant to recommendation of Nomination and Remuneration Committee was appointed as an Additional Director (Independent Director) by the Board of Directors of the Company w.e.f. September 06, 2021 in terms of Section 161 (1) of the Act and who is eligible for

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NOTICE (Contd.)

appointment and has also submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation16(1) (b) of the Listing Regulations with respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation, for a term of

five consecutive years commencing from September 06, 2021 upto September 05, 2026;

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

By Order of the Board of Directors For IIFL Finance Limited (Formerly known as IIFL Holdings Limited)

Sneha Patwardhan

Dated: September 06, 2021 Place: Mumbai

Company Secretary ACS - 23266

Registered Office: IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane: 400604

CIN: L67100MH1995PLC093797 E-mail: shareholders@iifl.com Telephone No.: (91-22) 4103 5000

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NOTICE (Contd.)

NOTES

1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) vide its circular dated April 08, 2020, April 13, 2020, June 15 2020, September 28, 2020, December 31, 2020 and June 23, 2021 (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India (“SEBI”) vide circular dated May 12, 2020 and January 15, 2021 (collectively referred to as “SEBI Circulars”) permitted the holding of the Extra Ordinary General Meeting (“EOGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), MCA Circulars and SEBI Circulars, the Extra Ordinary General Meeting (the EOGM) of the Company is being held through VC / OAVM.

2. A Statement pursuant to Section 102(1) of the Act, (“Explanatory Statement”) relating to the Special Businesses to be transacted at the EOGM is annexed hereto.

3. A Member entitled to attend and vote at the EOGM is entitled to appoint one or more proxies to attend and vote on his/ her behalf and the proxy need not be a Member of the Company. However, pursuant to MCA Circulars and SEBI Circulars, the EOGM will be held through VC/OAVM and the physical attendance of Members in any case has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EOGM and hence the Proxy Form is not annexed to this Notice.

4. Pursuant to Section 113 of the Act, representatives of Corporate Members may be appointed for the purpose of voting through remote e-voting or for participation and voting in the EOGM to be conducted through VC/ OAVM.

5. Corporate Members intending to attend the EOGM through their authorised representatives are requested to send a Certified True Copy of the Board Resolution and Power of Attorney (PDF/JPG Format), if any, authorising its representative to attend and vote on their behalf at the EOGM. The said Resolution/ Authorisation shall be sent to the Company by email through its registered email address i.e. shareholders@ iifl.com

6. Institutional investors, who are members of the Company, are encouraged to attend and vote at the EOGM of the Company.

7. In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the EOGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice will also be available on the website of the Company, i.e. www.iifl.com, website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

8. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No. 14.

9. Members attending the EOGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

10. Relevant documents referred to in the accompanying Notice and the Explanatory Statement and all other documents will be available for inspection in electronic mode. Members can inspect the same by sending an email to the Company at shareholders@iifl.com.

11. Process for registration of email id for obtaining User ID/password for e-voting and updation of bank account mandates is annexed to this Notice.

12. Members are requested to intimate changes, if any, pertaining to their name, postal address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, to their Depository Participants (DPs) in case the shares are held by them in dematerialized form and to the Registrar and Share Transfer Agents of the Company i.e. Link Intime India Private Limited (“Link Intime”) in case the shares are held by them in physical form.

13. The Company has designated an exclusive e-mail id called shareholders@iifl.com to redress Members’ complaints/ grievances. In case you have any queries/ complaints or grievances, then please write to us at shareholders@iifl.com.

14. Members seeking any information/desirous of asking any questions at the EOGM with regard to any matter to be placed at the EOGM are requested to send email to the Company at shareholders@iifl.com at least 7 days before the EOGM. The same will be replied by the Company suitably.

15. Information and other instructions relating to e-voting are as under:

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NOTICE (Contd.)

• I. Pursuant to the provisions of Section 108 and other applicable provisions of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Listing Regulations, MCA Circulars and SEBI Circulars the Company is pleased to provide its Members facility to exercise their right to vote on resolutions proposed to be passed in the EOGM by electronic means.

• II. The remote e-voting facility will be available during the following period:

• Commencement of e-voting: From 9:00 a.m. (IST) on Saturday, September 25, 2021

End of e-voting: Up to 5:00 p.m. (IST) on Wednesday, September 29, 2021.

The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon expiry of the aforesaid period.

• III. The Company has engaged the services of Link Intime India Private Limited to provide remote e-voting facility to the Members.

• IV. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member/ beneficial owner (in case of electronic shareholding) as on the cut-off date, i.e., Thursday, September 23, 2021. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

• V. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, i.e., Thursday, September 23, 2021 only shall be entitled to avail the facility of e-voting.

• VI. Members who are holding shares in physical form or who have not registered their email address with the Company/Depository or any person who

acquires shares of the Company and becomes a Member of the Company after the Notice has been sent electronically by the Company, and holds shares as of the cut-off date, i.e. Thursday, September 23, 2021; such Member may obtain the User ID and password by sending a request at rnt.helpdesk@linkintime.co.in.

• VII. The Board of Directors of the Company has appointed CS Nilesh Shah or failing him CS Hetal Shah of M/s. Nilesh Shah and Associates, a Practicing Company Secretary firm, Mumbai as scrutiniser to scrutinise the e-voting process in a fair and transparent manner.

• VIII. The Scrutiniser, after scrutinising the votes, within two working days from the conclusion of the EOGM; make a consolidated scrutiniser’s report which shall be placed on the website of the Company, i.e. www.iifl.com The results shall simultaneously be communicated to the Stock Exchanges.

• IX. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the EOGM, i.e. Thursday, September 30, 2021.

• X. Information and other instructions relating to remote e-voting are as under:

Pursuant to SEBI circular dated December 09, 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.

Members are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:

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NOTICE (Contd.)

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	 If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices. nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password.  After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on Company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the EOGM.  If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.  Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting 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 your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe EOGM.
Individual Shareholders holding securities in demat mode with CDSL	 Existing user of who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.  After successful login of Easi / Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL, KARVY, LINK NTIME, CDSL. Click on e-Voting service provider name to cast your vote.  If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi./Registration/EasiRegistration.  Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP where the E Voting is in progress.

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NOTICE (Contd.)

Individual Shareholders (holding  securities in demat mode) & login through their depository participants 

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility.

Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the EOGM.

Individual Shareholders holding securities in Physical mode  & evoting service Provider is LINKINTIME.

1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in

2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

3. A. User ID: Shareholders/ members holding shares in physical form shall provide Event No + Folio Number registered with the Company.

4. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

5. C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format).

6. D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

   • Shareholders/ members holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above.

7. Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

8. Click “confirm” (Your password is now generated).

9. Click on ‘Login’ under ‘SHARE HOLDER’ tab.

10. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

11. 4 . After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon.

12. E-voting page will appear.

13. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

14. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

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NOTICE (Contd.)

Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’ . They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

Individual Shareholders holding securities in Physical mode & e-voting service Provider is LINKINTIME, have forgotten the password:

• Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’ .

• Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on ‘Submit’.

• In case shareholders/ members is having valid email address, Password will be sent to his / her registered e-mail address.

• Shareholders/ members can set the password of his/ her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.

• The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:

• Shareholders/ members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participant’s website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

Helpdesk for Individual Shareholders holding securities in Demat mode:

In case shareholders/ members holding securities in Demat mode have any technical issues related to login

through Depository i.e. NSDL/ CDSL, they may contact the respective helpdesk given below:

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia. com or contact at 022- 23058738 or 22- 23058542-43.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & e-Voting Service Provider is LINKINTIME.

In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and InstaVote e-Voting manua l available at https://instavote.linkintime.co.in, under Help section or send an email to enotices@linkintime.co.in or contact on: - Tel: 022 –4918 6000.

XI. Process and manner for attending the EOGM through InstaMeet: -

1. Open the internet browser and launch the URL: https:// instameet.linkintime.co.in

2. Select the “Company” and ‘Event Date’ and register with your following details: -

3. A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No.

4. Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

5. Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID.

6. Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company .

7. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/Company shall use the sequence number provided to you, if applicable.

8. C. Mobile No.: Enter your mobile number.

9. D. Email ID: Enter your email id, as recorded with your DP/Company.

10. Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the EOGM).

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NOTICE (Contd.)

Please refer the instructions (annexure) for the software requirements and kindly ensure to install the same on the device which would be used to attend the EOGM. Please read the instructions carefully and participate in the EOGM. You may also call upon the InstaMeet Support Desk for any support on the dedicated number provided to you in the instruction/ InstaMEET website.

1. The Members can join the EOGM through VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the EOGM by following the procedure mentioned in the Notice.

Instructions for Shareholders/ Members to Speak during the EOGM through InstaMeet:

1. Shareholders who would like to speak during the EOGM must register their request up to September 23, 2021 (5:00 p.m. IST) with the Company on the shareholders@iifl.com created for the EOGM.

2. Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.

3. Shareholders will receive “speaking serial number” once they mark attendance for the EOGM.

4. Other shareholder may ask questions to the panellist, via active chat-board during the EOGM.

5. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the EOGM / management will announce the name and serial number for speaking.

Instructions for Shareholders/ Members to Vote during the EOGM through InstaMeet:

Once the electronic voting is activated by the scrutinizer/ moderator during the EOGM, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMeet and click on ‘Submit’.

3. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

4. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cutoff date under ‘Favour/Against’.

5. After selecting the appropriate option i.e. Favour/ Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.

6. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the EOGM through InstaMeet facility and have not casted 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 facility during the EOGM. Shareholders/ Members who have voted through Remote e-Voting prior to the EOGM will be eligible to attend/ participate in the EOGM through InstaMeet. However, they will not be eligible to vote again during the EOGM.

Shareholders/ Members are encouraged to join the EOGM through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the EOGM.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@ linkintime.co.in or contact on: - Tel: 022-49186175.

For a smooth experience of viewing the EOGM proceedings of Link Intime India Pvt. Ltd. InstaMeet, shareholders/ members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:

• a) Please download and install the Webex application by clicking on the link https://www.webex.com/ downloads.html/

9

NOTICE (Contd.)

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Step 1 Enter your First Name, Last Name and Email ID and click on Join Now.

• 1 (A) If you have already installed the Webex application on your device, join the EOGM by clicking on Join Now

• 1 (B) If Webex application is not installed, a new page will appear giving you an option to either Add Webex to chrome or Run a temporary application. Click on Run a temporary application, an exe file will be downloaded. Click on this exe file to run the application and join the EOGM by clicking on Join Now

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or

• b) I f you do not want to download and install the Webex application, you may join the EOGM by following the process mentioned as under:

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• In case shareholders/members have any queries regarding login, they may send an e-mail to instameet@ linkintime.co.in or contact on: - Tel: 022-49186175.

• In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EOGM.

• Share transfer documents and all correspondence relating thereto, should be addressed to the Link Intime at C 101, 247 Park, L. B. S. Marg, Vikhroli West, Mumbai - 400 083 or at their designated email id i.e. rnt.helpdesk@linkintime.co.in.

• The Company, consequent upon introduction of the Depository System (“DS”), entered into agreements with National Securities Depository Limited (“NSDL”) and CDSL. The Members, therefore, have the option of holding and dealing in the shares of the Company in dematerialized form through NSDL or CDSL.

• The DS envisages elimination of several problems involved in the scrip-based system such as bad deliveries, fraudulent transfers, mutilation of share certificates etc. Simultaneously, DS offers several advantages like exemption from stamp duty on transfer of shares, elimination of concept of market lot, elimination of bad deliveries, reduction in transaction costs, improved liquidity, etc.

• To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified.

• SEBI has mandated the submission of PAN by every participant of the securities market. Members holding shares in dematerialized form are, therefore, requested

10

NOTICE (Contd.)

to submit their PAN to their DP with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ Link Intime.

1. As mandated by SEBI, effective April 01, 2019 except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized mode with a depository. Accordingly, the Members of the Company were requested to open a demat account and submit physical securities to their DPs.

2. As per Regulation 40(7) of the Listing Regulations, read with Schedule VII to the said Regulations, for registration of transfer of shares, the transferee(s) as well as transferor(s) shall mandatorily furnish copies of their Income Tax PAN Card. Additionally, for securities market transactions and / or for off market / private transactions involving transfer of shares in physical mode for listed Companies, it shall be mandatory for the transferee(s) as well as transferor(s) to furnish copies of PAN Card to the Company/ Link Intime for registration of such transfer of shares. In case of transmission of shares held in physical mode, it is mandatory to furnish a copy of the PAN Card of the legal heir(s) / nominee(s). In exceptional cases, the transfer of physical shares is subject to the procedural formalities as prescribed under SEBI Circular No. SEBI/HO/MIRSD/DOS3/ CIR/P/2018/139 dated November 06, 2018.

3. Pursuant to Section 72 of the Act, Members are entitled to make a nomination in respect of shares held by them. Members desirous of making a nomination, pursuant to the Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014 are requested to send their requests in Form No. SH- 13, to Link Intime. Further, Members desirous of cancelling/varying nomination pursuant to the Rule 19(9) of the Companies (Share Capital and Debentures) Rules, 2014, are requested to send their requests in Form No. SH-14, to Link Intime. These forms will be made available on request.

4. Information of Director seeking appointment at the EOGM, as required under Regulation 36(3) of Listing Regulations and SS-2 issued by the Institute of Company Secretaries of India, is annexed to the notice as Annexure A.

5. Since the EOGM will be held through VC/ OAVM, the Route Map and Attendance Slip are not annexed to this Notice.

INSTRUCTIONS FOR SHAREHOLDERS FOR REGISTRATION OF E-MAIL ADDRESS AND BANK DETAILS ARE AS FOLLOWS:

i. Temporary Registration for Demat shareholders:

The Members of the Company holding Equity Shares of the Company in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with Link Intime by clicking the link: https://linkintime.co.in/emailreg/ email_register.html in their website www.linkintime. co.in at the Investor Services tab by choosing the E mail Registration heading and follow the registration process as guided therein. The Members are requested to provide details such as Name, DP ID, Client ID/ PAN, mobile number and e-mail id. In case of any query, a Member may send an e-mail to Link Intime at rnt. helpdesk@linkintime.co.in.

On submission of the Shareholders details an OTP will be received by the Shareholder which needs to be entered in the link for verification.

ii. Permanent Registration for Demat Shareholders:

It is clarified that for permanent registration of e-mail address, the Members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant (“DP”) by following the procedure prescribed by the DP.

iii. Registration of email id for Shareholders holding physical shares:

The Members of the Company holding Equity Shares of the Company in physical Form and who have not registered their e-mail addresses may get their e-mail addresses registered with Link Intime, by clicking the link: https://linkintime.co.in/emailreg/ email_register.html in their website www.linkintime. co.in at the Investor Services tab by choosing the E mail / Bank Registration heading and follow the registration process as guided therein. The Members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e-mail id and also upload the image of share certificate in PDF or JPEG format. (upto 1 MB). In case of any query, a Member may send an e-mail to Link Intime at rnt.helpdesk@linkintime.co.in.

On submission of the Shareholders details an OTP will be received by the Shareholder which needs to be entered in the link for verification.

11

NOTICE (Contd.)

iv. Registration of Bank Details for Physical Shareholders:

The Members of the Company holding Equity Shares of the Company in physical Form and who have not registered their bank details can get the same registered with Link Intime, by clicking the link: https:// linkintime.co.in/emailreg/email_register.html in their website www.linkintime.co.in at the Investor Services tab by choosing the E mail/Bank Registration heading and follow the registration process as guided therein. The Members are requested to provide details such as Name, Folio Number, Certificate number, PAN, email id along with the copy of the cheque leaf with the first named Shareholders name imprinted in the face of the cheque leaf containing bank name and branch, type of account, bank account number, MICR details and IFSC code in PDF or JPEG format. In case of any query, a Member may send an email to Link Intime at rnt.helpdesk@linkintime.co.in

On submission of the Shareholders details an OTP will be received by the Shareholder which needs to be entered in the link for verification.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“THE ACT”) SETTING OUT MATERIAL FACTS IN RESPECT OF SPECIAL BUSINESS TO BE TRANSACTED AT THE EOGM

Item No. 1 & 2

The members of the Company at the 25th Annual General Meeting held on June 30, 2020 had approved the appointment of M/s. V Sankar Aiyar & Co, Chartered Accountants (ICAI Firm Registration No. 109208W), as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the FY 2020-21 till (and including) the FY 2024-25.

Subsequently, the Reserve Bank of India (“RBI”) has on April 27, 2021, issued the Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) (“RBI Guidelines”). In terms of the RBI Guidelines, the Statutory Auditors have to be appointed for a term of 3 years. The RBI Guidelines are applicable from the FY 2021-22. As per para 8.1 of the said circular, in order to protect the independence of the auditors/audit firms, the NBFC is required to appoint the SAs for a continuous period of three years, subject to the firms satisfying the eligibility norms each year. Further, the audit firms which have already completed tenure of 1 year may be permitted to complete the balance tenure only, i.e. 2 years. Therefore, the term of office of M/s. V Sankar Aiyar & Co as Statutory Auditors

of the Company will need to be revised from 5 years to 3 years, i.e. 3 years from the FY 2020-21 till (and including) the FY 2022-23. Further, for entities with asset size of ` 15,000 Crore and above as at the end of previous year, the statutory audit should be conducted under joint audit of a minimum of two audit firms [Partnership firms/Limited Liability Partnerships (LLPs)]. Therefore, for the remainder of the term of M/s. V Sankar Aiyar & Co, they will need to act as joint Statutory Auditor of the Company, with such other joint Statutory Auditor(s) as the Company may appoint.

Accordingly, the approval of the Members of the Company is required in modification of the resolution passed by the Members of the Company at the 25th Annual General Meeting held on June 30, 2020, and subject to applicable law and regulations (as may be amended, restated, modified, replaced from time to time), to revise the term of office for M/s. V Sankar Aiyar & Co, Chartered Accountants, as Statutory Auditors of the Company from a term of 5 years to a term of 3 years, i.e. 3 years from the FY 2020-21 till (and including) the FY 2022-23, and that for the remainder of this revised term, M/s. V Sankar Aiyar & Co shall act as joint Statutory Auditors of the Company with such other joint Statutory Auditor(s) as the Company may appoint.

The Board of Directors of the Company vide its resolution dated July 27, 2021 has recommended M/s. Chhajed & Doshi, Chartered Accountants (ICAI Firm Registration No. 101794W), for appointment as joint Statutory Auditors of the Company, for a period of 3 (Three) years with effect from the FY 2021-22 till and including the FY 2023-24.

Accordingly, the approval of Members of the Company is required pursuant to the provisions of Sections 139, 141 and other applicable provisions, if any, of the Companies Act, 2013 and the relevant Rules thereunder and guidelines issued by the RBI including any amendments, modifications, variations or re-enactments thereof for appointment of M/s. Chhajed & Doshi, who have offered themselves for appointment and have confirmed their eligibility to be appointed as Statutory Auditors in terms of Section 141 of the Companies Act, 2013 and applicable Rules and the guidelines issued by RBI dated April 27, 2021, as the joint Statutory Auditors of the Company, to hold office for a period of 3 (Three) years with effect from the FY 2021-22 till and including the FY 2023-24, with power to the Board, including relevant Committee(s) thereof, to alter and vary the terms and conditions of appointment, etc., including by reason of necessity on account of conditions as may be stipulated by the RBI and / or any other authority.

Further, subject to applicable law and regulations including the relevant guidelines and circulars of the RBI (as may be amended, restated, modified, replaced from time to

12

NOTICE (Contd.)

time), M/s. Chhajed & Doshi and M/s. V Sankar Aiyar & Co, Chartered Accountants (ICAI Firm Registration No. 109208W), who were already appointed as Statutory Auditors of the Company at the 25th Annual General Meeting held on June 30, 2020, shall act as joint Statutory Auditors of the Company for the remainder of the term of M/s. V Sankar Aiyar & Co, and that M/s. Chhajed & Doshi shall thereafter act as joint Statutory Auditors of the Company with such new joint Statutory Auditor(s) who will be appointed by the Company subject to approval of the Members of the Company from FY 2023-24 onwards.

M/s. V Sankar Aiyar & Co and M/s. Chhajed & Doshi, as joint Statutory Auditors, shall be paid the overall audit fees of ` 42,00,000/- (Rupees Forty Two Lakhs Only) for FY 2021-22, with authority to the Board (including any other Committee thereof) to allocate the overall audit fees between M/s. V Sankar Aiyar & Co and M/s. Chhajed & Doshi, as may be mutually agreed between the Company and the said joint Statutory Auditors, depending upon their respective scope of work, and additionally out of pocket expenses, outlays and taxes as applicable. There may not be material change in the allocation of overall audit fees payable between joint auditors.

The Board of Directors recommends the appointment of the selected Statutory Auditor Firms as the Company’s joint Statutory Auditors based on a review of their profile, experience and specialisation in audit of NBFC sector.

None of the Directors, Key Managerial Personnel and their relatives are concerned or interested in the passing of the resolutions in item nos. 1 & 2.

Your Directors recommend the passing of the resolutions in Item nos. 1 & 2 of the accompanying Notice.

Item No. 3

On recommendation of the Nomination and Remuneration Committee, Mr. Vibhore Sharma (DIN: 03314559) was appointed as an Additional Director (Independent Director) of the Company with effect from July 01, 2021 by the Board of Directors in terms of Section 161 (1) of the Companies Act, 2013 and is eligible for appointment as an Independent Director.

The Board of Directors is confident that based on his skills, rich experience, knowledge and vast expertise especially in the software, systems engineering and product development, the Company would greatly benefit from his appointment in the areas like IT Strategy and Technology applications of the Company. It is recommended to appoint Mr. Vibhore Sharma as an Independent Director of the Company.

The Company has received a declaration from him to

the effect that he meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 (“the Act”) and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulation”). The Company has received a notice in writing from a Member under Section 160(1) of the Act, proposing his candidature as an Independent Director of the Company.

Mr. Vibhore Sharma is not disqualified from being appointed as Director of the Company in terms of Section 164 and has given his consent to act as a Director of the Company.

The necessary documents relating to his appointment shall be open for inspection by the Members in electronic mode. Members can inspect the same by sending an email to the Company at shareholders@iifl.com.

Members are therefore requested, to grant their approval by way of a special resolution for appointment of Mr. Vibhore Sharma as an Independent Director of the Company to hold office upto June 30, 2026 not liable to retire by rotation.

The Board accordingly recommends the special resolution set out at item no 3 of this notice for approval of the Members.

Except Mr. Vibhore Sharma and his relatives, none of the other Directors and Key Managerial Personnel of the Company and their respective relatives is in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 3.

The other details of Mr. Vibhore Sharma in terms of Regulation 36(3) of the Listing Regulation and Secretarial Standard 2 is annexed to this Notice.

Item No. 4

On recommendation of the Nomination and Remuneration Committee, Mr. Ramakrishnan Subramanian (DIN: 02192747) was appointed as an Additional Director (Independent Director) of the Company with effect from September 06, 2021 by the Board of Directors in terms of Section 161 (1) of the Companies Act, 2013 and is eligible for appointment as an Independent Director.

Mr. Ramakrishnan Subramanian is a Chartered Accountant, Cost Accountant and Masters in Commerce. He has served several leading Banks, FIs in leadership roles since 1990 in India and abroad. He has also served as a Boards member of various banks and companies in the past apart from having done senior Executive roles such as CEO, MD, Country Head, Asia Regional head roles in domestic and international banks.

He is currently engaged as a Sr. Advisor, Operating Partner, Consultant with PE, VC, FIs and Fintech in India. He has deep expertise and experience in Financial Sector services like

13

NOTICE (Contd.)

Retail Financing - Mortgage, LAP, Personal Loans, Business Loans, SME, LAS, Gold, Auto, CV/CE, Securitisation. He has worked in senior capacities involving Strategy, Board, Governance coupled with strong track record on execution across functions covering Channels, Product, Pricing, Portfolio management, Funding, Credit policy, Credit underwriting, Collections management of large Universal banks, NBFCs and Fintech.

The Board of Directors is confident that based on his skills, rich experience and knowledge the Company would greatly benefit from his appointment. It is recommended to appoint Mr. Ramakrishnan Subramanian as an Independent Director of the Company.

The Company has received a declaration from him to the effect that he meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013(“the Act”) and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulation”). The Company has received a notice in writing from a Member under Section 160(1) of the Act, proposing his candidature as an Independent Director of the Company.

Mr. Ramakrishnan Subramanian is not disqualified from being appointed as Director of the Company in terms of

Section 164 and has given his consent to act as a Director of the Company.

The necessary documents relating to his appointment shall be open for inspection by the Members in electronic mode. Members can inspect the same by sending an email to the Company at shareholders@iifl.com.

Members are therefore requested, to grant their approval by way of a special resolution for appointment of Mr. Ramakrishnan Subramanian as an Independent Director of the Company to hold office upto September 05, 2026 not liable to retire by rotation.

The Board accordingly recommends the special resolution set out at item no 4 of this notice for approval of the Members.

Except Mr. Ramakrishnan Subramanian and his relatives, none of the other Directors and Key Managerial Personnel of the Company and their respective relatives is in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 4.

The other details of Mr. Ramakrishnan Subramanian in terms of Regulation 36(3) of the Listing Regulation and Secretarial Standard 2 is annexed to this Notice.

By Order of the Board of Directors For IIFL Finance Limited (Formerly known as IIFL Holdings Limited)

Sneha Patwardhan

Dated: September 06, 2021 Place: Mumbai

Company Secretary ACS - 23266

Registered Office: IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane: 400604

CIN: L67100MH1995PLC093797 E-mail: shareholders@iifl.com Telephone No.: (91-22) 4103 5000

14

NOTICE (Contd.)

ANNEXURE ‘A’ TO THE NOTICE

Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 of ICSI

Name	Mr. Vibhore Sharma
Date of Birth/ Age	24/06/1974 (47 Years)
Nationality	Indian
Date of frst Appointment on the Board	01/07/2021
Shareholding in the Company (as on March 31, 2021)	Nil
Board Meetings attended during the current fnancial year	2
Experience in Specifc Functional Area	Technology, software, systems engineering and product development.
Qualifcation(s)	IT Professional
Last drawn remuneration (including sitting fees and commission)	Nil
Relationship with other Directors and Key Managerial Personnel	Not related to any Director /Key Managerial Personnel
Directorship in other Companies	He is also a Director in Redstart Labs (India) Limited which is Unlisted Company. He is not a Director in any other listed entity.
Chairman/Member in the Committees of the other Boards of companies [Includes only Audit Committee and Stakeholders Relationship Committee (SRC)]	Nil
Brief Profle	Mr. Vibhore Sharma is an Engineering & Product leader with over 20 years of experience in building and leading teams engaged in software and systems engineering. He was amongst the earliest team members of InfoEdge India, and played a pivotal role in scaling the Company’s technology and products. He is currently, scouting for emerging Science and Tech startups to invest in and also helping organisations scale their tech and product capabilities.

15

NOTICE (Contd.)

Name	Mr. Ramakrishnan Subramanian
Date of Birth/ Age	28/05/1968 - (53 Years)
Nationality	Singapore
Date of frst Appointment on the Board	06/09/2021
Shareholding in the Company (as on March 31, 2021)	Nil
Board Meetings attended during the current fnancial year	Nil
Experience in Specifc Functional Area	Board, Advisory & Consulting, CEO & Country Head roles, Business Head, Risk management and Governance
Qualifcation(s)	Chartered Accountant, Cost Accountant, Masters in Commerce, Harvard Fintech program 2020
Last drawn remuneration (including sitting fees and commission)	Nil
Relationship with other Directors and Key Managerial Personnel	Not related to any Director /Key Managerial Personnel
Directorship in other Companies	Nil.
Chairman/Member in the Committees of the other Boards of companies [Includes only Audit Committee and Stakeholders Relationship Committee (SRC)]	Nil
Brief Profle	Mr. Ramakrishnan Subramanian is a Chartered Accountant, Cost Accountant and Masters in Commerce. He has served several leading Banks, FIs in leadership roles since 1990 in India and abroad. He has also done senior Executive roles such as CEO, MD, Country Head, Asia Regional head roles in domestic and international banks. He is currently engaged as a Sr. Advisor, Operating Partner, Consultant with PE, VC, FIs and Fintech in India. He is deeply engaged on a daily basis with the Indian fnancial sector with indepth familiarity across the length and breadth of the country. Within fnancial services, his deep expertise and experience are in Retail Financing - Mortgage, LAP, Personal Loans, Business Loans, SME, LAS, Gold, Auto, CV/CE, Securitisation. He has worked in senior capacities involving Strategy, Board, Governance coupled with strong track record on execution across functions covering Channels, Product, Pricing, Portfolio management, Funding, Credit policy, Credit underwriting, Collections management of large Universal banks, NBFCs and Fintech.

16