ICICI Securities Ltd ("Manager to the Offer") has submitted to BSE a copy of Letter of Offer for the attention of the Public Shareholders of IIFL Capital Services Ltd ("Target Company").

Date: October 28, 2026 The Manager (Corporate Relations) BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Scrip Code: 542773 Sub: Open offer for acquisition of up to 10,01,44,112 (Ten Crore One Lakh Forty Four Thousand One Hundred Twelve) fully paid-up equity shares of face value of INR 2 (Indian Rupee two only) each (the “Equity Shares”) of IIFL Capital Services Limited (formerly known as IIFL Securities Limited) (the “Target Company”) by FIH Mauritius Investments Ltd (the “Acquirer”) along with HWIC Asia Fund (Class A Shares) (“HWIC”) (the “PAC”) in its capacity as a the person acting in concert with the Acquirer, pursuant to and in compliance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the “SEBI (SAST) Regulations”) (the “Open Offer”) Dear Sir/ Ma’am, With regard to the captioned Open Offer, the Acquirer has appointed ICICI Securities Limited as the Manager to the Offer pursuant to and in accordance with, Regulation 12(1) of the “SEBI (SAST) Regulations. Further to the Public Announcement, the Detailed Public Statement and Draft Letter of Offer filed in relation to the captioned Open Offer, please find enclosed copy of the Letter of Offer dated October 28, 2026. Terms not defined herein shall have the meaning ascribed to them under the Letter of Offer. Yours sincerely, For ICICI Securities Limited Namrata Ravasia Vice President SEBI Registration: INM000011179 CIN No.: U67120MH1995PLC086241 ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Website Address: www.icicisecurities.com LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The Letter of Offer ("Letter of Offer"/ "LoF") is being sent to you as a Public Shareholder (as defined below) of IIFL Capital Services Limited (formerly known as IIFL Securities Limited) ("Target Company"). If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or the Manager to the Offer (as defined below) or the Registrar to the Offer (as defined below). In case you have recently sold your Equity Shares (as defined below), please hand over the Letter of Offer and the accompanying Off-Market Form of Acceptance-cum-Acknowledgement (as defined below) and transfer deed to the member of the stock exchange through whom the said sale was effected. OPEN OFFER ("OPEN OFFER" / "OFFER") FIH Mauritius Investments Ltd A company incorporated and registered under the laws of the Republic of Mauritius Registered office: Level 1, Maeva Tower, Silicon Avenue, Cybercity Ebene 72201, Mauritius; Company registration no: 126598 C1/GBL; Tel: +2304643040; Fax: +2304681930; E mail: info@fihmauritius.com (hereinafter referred to as the "Acquirer") ALONG WITH HWIC Asia Fund (Class A Shares) A Sub-fund of HWIC Asia Fund, a public limited company incorporated and registered under the laws of the Republic of Mauritius Registered office: Level 1, Maeva Tower, Silicon Avenue, Cybercity, Ebene 72201, Mauritius; Company registration number: 23625/5443 C1/GBL; Tel: + 2304643044; Fax: + 2304681936; E mail: info@hwicasia.com (hereinafter referred to as the "PAC") MAKES A CASH OFFER AT A PRICE OF INR 350 (INDIAN RUPEES THREE HUNDRED AND FIFTY ONLY) ("OFFER PRICE") PLUS INTEREST @10% PER ANNUM PER EQUITY SHARE FOR DELAY IN PAYMENT BEYOND THE SCHEDULED PAYMENT DATE (AS DEFINED BELOW) TILL DATE OF ACTUAL PAYMENT PER FULLY PAID UP EQUITY SHARE OF FACE VALUE OF INR 2 (INDIAN RUPEES TWO ONLY) EACH OF THE TARGET COMPANY ("EQUITY SHARES") TO ACQUIRE UP TO 10,01,44,112 (TEN CRORE ONE LAKH FORTY FOUR THOUSAND ONE HUNDRED TWELVE) FULLY PAID UP EQUITY SHARES ("OFFER SHARES") REPRESENTING 26.00% (TWENTY SIX PER CENT) OF THE EXPANDED VOTING SHARE CAPITAL (AS DEFINED BELOW) OF THE TARGET COMPANY ("OFFER SIZE"), IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED ("SEBI (SAST) REGULATIONS") FROM THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY ("OPEN OFFER" OR "OFFER") IIFL Capital Services Limited (formerly known as IIFL Securities Limited) A public limited company incorporated under the Companies Act, 1956 Registered office: Plot No. B - 23, IIFL House, Sun Infotech Park, Road No - 16V, Thane Industrial Area, Wagle Estate, Thane, Maharashtra, 400604; Corporate Identification Number: L99999MH1996PLC132983; Tel: +91-22-41035000; Website: https://www.iiflcapital.com (hereinafter referred to as the "Target Company" / "Target") 1. This Open Offer is made pursuant to and in compliance with the provisions of Regulations 3(2), 4 and other applicable regulations of the SEBI (SAST) Regulations. 2. This Open Offer is not a conditional offer in terms of Regulation 19(1) of the SEBI (SAST) Regulations and is not subject to any minimum level of acceptance. 3. This Open Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations. 4. The Required Statutory Approvals (as defined below) and SE In-principle Approval (as defined below) required to acquire the Equity Shares that are validly tendered pursuant to this Offer and/or to complete the Underlying Transaction (as defined below), have been received. As on the date of this Letter of Offer ("Letter of Offer"/ "LoF"), to the best knowledge of the Acquirer and the PAC, there are no other statutory or regulatory approvals required for the consummation of the Underlying Transaction and/or this Open Offer. However, in case any further statutory or regulatory approvals become applicable or are required by the Acquirer and/or PAC at a later date before the completion of the Open Offer, this Open Offer would be subject to the receipt of such approvals. Please refer to Paragraphs 1 and 2 of Part C (Statutory and other Approvals) of Section VII (Terms and Conditions of the Offer) of this LoF for further details and the current status of such statutory and regulatory approval(s). Page 1 5. Where any statutory / regulatory approval or exemption extends to some but not all of the Public Shareholders, the Acquirer shall have the option to make payment to such Public Shareholders in respect of whom no statutory / regulatory approvals or exemptions are required in order to complete this Open Offer. Equity Shares held by the Public Shareholders during the Open Offer period which are subject to lock-in in accordance with Regulation 167(2) of the SEBI (ICDR) Regulations, are not permitted to be tendered in the Open Offer in accordance with Regulation 167(2) of SEBI (ICDR) Regulations and if such Equity Shares are tendered, the same shall not be accepted in the Open Offer. 6. In the event that the number of Equity Shares validly tendered by the Public Shareholders under this Open Offer is more than the number of Offer Shares (as defined below), the Acquirer shall accept those Equity Shares that are validly tendered by the Public Shareholders on a proportionate basis in consultation with the Manager to the Offer, subject to a maximum of 10,01,44,112 (Ten Crore One lakh Forty Four Thousand One Hundred Twelve) fully paid up equity shares ("Offer Shares") representing 26.00% (Twenty Six per cent) of the Expanded Voting Share Capital, provided that acquisition of Equity Shares from a Public Shareholder shall not be less than the minimum marketable lot, or the entire holding if it is less than the marketable lot. The minimum marketable lot for the Equity Shares for the purpose of this Offer shall be one Equity Share. 7. The Acquirer and the PAC may withdraw the Open Offer in accordance with the terms and conditions specified in Part C (Statutory and other Approvals) of Section VII (Terms and Conditions of the Offer) of this LoF. In the event of a withdrawal of the Open Offer, the Acquirer and the PAC (through the Manager to the Offer) shall, within 2 (two) Wor [Showing first 8,000 characters — download PDF for full document]