IIFL Finance Limited has approved a substantial increase in its authorized share capital and a preferential issuance of compulsorily convertible preference shares and warrants. This move, subject to shareholder approval, aims to raise significant capital through private placements. The company also announced plans for an Extra-Ordinary General Meeting (EGM) to seek necessary approvals for these transactions.
Board Approves Major Capital Restructuring
On November 10, 2026, the Board of Directors of IIFL Finance Limited convened and resolved to undertake significant corporate actions, including a re-classification and increase of the company’s authorized share capital. This decision is poised to reshape the company’s financial structure and funding capabilities.
Authorized Share Capital Expansion
The authorized share capital of IIFL Finance is set to increase from INR 971,05,00,000 to INR 5621,05,00,146. This involves a substantial revision in the number and face value of preference shares. The existing authorized capital comprised 235,52,50,000 equity shares (face value INR 2 each) and 50,00,00,000 preference shares (face value INR 10 each). The revised capital will consist of the same number of equity shares but will now include 8,55,48,173 preference shares with a significantly higher face value of INR 602 each. This change necessitates an amendment to the Memorandum of Association (MOA).
Preferential Issue of Securities
The Board has also approved the issuance of 8,55,48,173 compulsorily convertible preference shares and 2,10,00,000 warrants through a preferential private placement. This issuance is subject to shareholder and regulatory approvals. The aggregate cash consideration for this issuance is a substantial INR 64,14,20,00,146.
Key allottees include: Ingot SG Pte. Ltd., Anchorage Capital Scheme II and III, and promoter group entities such as Mr. Nirmal Bhanwarlal Jain, Mr. Venkataraman Rajamani, and Ardent Impex Private Limited. The issuance details, including the number of securities and aggregate consideration for each allottee, have been outlined.
Specifically, Ingot SG Pte. Ltd. will receive 8,30,56,478 preference shares for INR 4999,99,99,756. Anchorage Capital Scheme II will receive 9,96,678 preference shares for INR 60,00,00,156, and Anchorage Capital Scheme III will receive 14,95,017 preference shares for INR 90,00,00,234.
Warrants will be issued to promoters: Mr. Nirmal Bhanwarlal Jain (1,50,00,000 warrants for INR 903,00,00,000), Mr. Venkataraman Rajamani (45,00,000 warrants for INR 270,90,00,000), and Ardent Impex Private Limited (15,00,000 warrants for INR 90,30,00,000).
Amendments to Articles of Association
The company also plans to amend its Articles of Association (AOA) to facilitate the issuance of warrants and convertible securities. This includes incorporating terms from subscription agreements and granting special rights to Investor 1 (Ingot SG Pte. Ltd.).
Extra-Ordinary General Meeting (EGM)
An EGM is scheduled for December 4, 2026, at 11:00 a.m. IST, to seek shareholder approval for the capital increase, the preferential issuance, and amendments to the AOA. Additionally, the re-designation of Mr. Venkataraman Rajamani from Joint Managing Director to Non-Executive Non-Independent Director will be proposed.
Director Re-designation
As part of the meeting agenda, the Board has approved the re-designation of Mr. Venkataraman Rajamani from Joint Managing Director to Non-Executive Non-Independent Director.
Source: BSE
