IFIIFL Finance532636Preferential allotment

Board approves ~INR 6,414.2 crore preferential issue and authorised capital increase; EGM on December 4

Authorised share capital up from INR 971.05 crore to INR 5621,05,00,146.

By ScoutQuest · Tue 10 Nov 2026, 4:14 PM IST · 4 min read

Authorised share capital

up from INR 971.05 crore to INR 5621,05,00,146

Preferential issue size

~INR 6,414.2 crore

EGM date

December 4, 2026 at 11:00 a.m. (IST)

Board approvals that need a shareholder vote

IIFL Finance's board met on November 10, 2026 and approved an increase in authorised share capital, a preferential issue of compulsorily convertible preference shares and warrants, changes to the Articles of Association, and an Extra-Ordinary General Meeting. Each proposal is subject to shareholder approval, and the preferential issue is also subject to approvals from applicable statutory and regulatory authorities.

Authorised share capital

• Proposed increase from INR 971.05 crore to INR 5621,05,00,146.
• Present split: ~235.53 crore equity shares of face value INR 2 each and 50 crore preference shares of face value INR 10 each.
• Proposed split: ~235.53 crore equity shares of face value INR 2 each and ~8.55 crore preference shares of face value INR 602 each.
• This requires an amendment to the capital clause (Clause V) of the Memorandum of Association.

Who is subscribing and how much

• Ingot SG Pte. Ltd., a Singapore-incorporated investment vehicle that is part of funds managed and/or advised by affiliates of Blackstone Inc.: ~8.31 crore compulsorily convertible preference shares at par, INR 602 each, for INR 4999,99,99,756.
• Anchorage Capital Scheme II, a category II alternative investment fund registered with SEBI: ~9.97 lakh shares for ~INR 60 crore.
• Anchorage Capital Scheme III, a category II alternative investment fund registered with SEBI: ~14.95 lakh shares for ~INR 90 crore.
• Mr. Nirmal Bhanwarlal Jain: 1.5 crore warrants at INR 602 each, INR 903 crore.
• Mr. Venkataraman Rajamani: 45 lakh warrants, INR 270.9 crore.
• Ardent Impex Private Limited: 15 lakh warrants, INR 90.3 crore.
• In total: ~8.55 crore preference shares and 2.1 crore warrants for aggregate cash consideration of ~INR 6,414.2 crore.

Payment schedule

• The three investors pay 100% of their consideration at the time of subscription and allotment of the preference shares.
• The promoters pay 25% of the warrant subscription amount upfront and the balance 75% at the time of exercising the warrants.

Conversion and tenure

• Each compulsorily convertible preference share converts into 1 equity share, compulsorily, at the earlier of a date agreed with the company or 17 months and 15 days from allotment.
• Each warrant carries a right to subscribe to 1 equity share, exercisable in one or more tranches within 18 months of allotment.
• If the warrants are not exercised within that period they lapse, and the upfront amount paid stands forfeited.
• Subscription price is INR 602 per security and is not lower than the floor price determined by the report of an independent registered valuer under the SEBI ICDR Regulations.

Shareholding before and after

These post-issue percentages are on a fully diluted basis, assuming allotment of all the securities and exercise of all the warrants, without considering employee stock options granted or vested.

• Ingot SG Pte. Ltd.: nil to ~8.31 crore shares, 15.57%.
• Anchorage Capital Scheme II: nil to ~9.97 lakh shares, 0.19%.
• Anchorage Capital Scheme III: nil to ~14.95 lakh shares, 0.28%.
• Mr. Nirmal Bhanwarlal Jain: 5,34,40,570 (12.52%) to 6,84,40,570 (12.83%).
• Mr. Venkataraman Rajamani: 1,23,01,441 (2.88%) to 1,68,01,441 (3.15%).
• Ardent Impex Private Limited: 36,32,115 (0.85%) to 51,32,115 (0.96%).

Articles of Association changes

• The board approved inserting a new Article 13A and deleting and substituting the existing Article 13, to enable the company to issue warrants and/or other convertible securities on a preferential basis and to issue compulsorily convertible preference shares on terms determined by the board.
• A restated AOA incorporating relevant terms of the subscription agreement with Ingot SG Pte. Ltd. would take effect from the date of completion under that agreement.
• Certain rights proposed to be granted to Ingot SG Pte. Ltd. may qualify as special rights under Regulation 31B of the Listing Regulations and are also subject to shareholder approval.

EGM and a board change

• The EGM is convened for December 4, 2026 at 11:00 a.m. (IST) by video conference or other audio-visual means.
• Shareholders will also consider the re-designation of Mr. Venkataraman Rajamani (DIN: 00011919) from Joint Managing Director to Non-Executive Non-Independent Director.

What retail investors may note

• The proposals bring in fresh capital, with a large external investor joining alongside promoter money, which can be read as a confidence signal.
• When the preference shares convert and the warrants are exercised, the number of equity shares will rise, which dilutes existing holdings. Both points follow from the terms set out above.
• The issue is conditional on a special resolution at the EGM, so the final terms will be voted on by shareholders.

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