IIFL Finance Limited’s Board of Directors has approved a significant increase in the company’s authorized share capital and a preferential issue of compulsorily convertible preference shares and warrants. This move aims to raise capital and strengthen the company’s financial base. The details of the proposed issuance, including the number of securities, allottees, and aggregate consideration, have been outlined in a regulatory filing. Shareholders will vote on these proposals at an upcoming Extra-Ordinary General Meeting.
Board Approves Capital Expansion and Preferential Issue
At a meeting held on November 10, 2026, the Board of Directors of IIFL Finance Limited approved a re-classification and increase of its authorized share capital. The company’s authorized share capital is set to rise from INR 971,05,00,000 to INR 5621,05,00,146. This increase involves a substantial rise in the number of preference shares, from 50,00,00,000 to 8,55,48,173, with a higher face value per share of INR 602. Consequently, the capital clause of the company’s Memorandum of Association will be amended, subject to shareholder approval.
Issuance of Securities
Furthermore, the Board has sanctioned the issuance of 8,55,48,173 compulsorily convertible preference shares and 2,10,00,000 warrants through a preferential issue on a private placement basis. 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 like Mr. Nirmal Bhanwarlal Jain, Mr. Venkataraman Rajamani, and Ardent Impex Private Limited.
Shareholder Approval Required for EGM
To facilitate these significant corporate actions, IIFL Finance Limited will convene an Extra-Ordinary General Meeting (EGM) on December 4, 2026. Shareholders will be asked to approve the re-classification and increase of authorized share capital, the preferential issuance of securities, and amendments to the Articles of Association (AOA). The proposed amendments to the AOA aim to enable the company to issue warrants and convertible securities on a preferential basis and include specific provisions for the new investors. Additionally, Mr. Venkataraman Rajamani is set to be re-designated from Joint Managing Director to Non-Executive Non-Independent Director.
Details of Preferential Issue
The preferential issue includes the issuance of Subscription Shares, Anchorage Subscription Shares, and Subscription Warrants. The total number of securities to be issued and their aggregate consideration have been detailed. For instance, Ingot SG Pte. Ltd. will receive 8,30,56,478 compulsorily convertible preference shares for an aggregate consideration of INR 4999,99,99,756. Promoters will also be issued warrants at a price of INR 602 per warrant, with 25% of the subscription amount payable upfront and the remaining 75% payable at the time of exercise. The post-allotment shareholding percentages for the proposed allottees have also been provided.
Special Rights and Agreements
The proposed issuance involves entering into Subscription Agreements 1, 2, and 3. Notably, certain special rights are proposed to be granted to Investor 1 (Ingot SG Pte. Ltd.), which will be incorporated in the Restated Articles of Association. These rights include the ability to nominate directors to the Board under specific shareholding thresholds and pre-emptive rights for future issuances. The terms of these agreements and the nature of the special rights have been elaborated upon, subject to shareholder approval and regulatory compliance.
Source: BSE
