BSEInsider Trading / SAST2d ago · 5 Nov 2026, 09:12 am
The Exchange has received the disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 for FIH Mauritius Investments Ltd & PAC
IIFL Capital Services Ltd · 542773
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IIFL Capital Services Ltd has issued and allotted 57,142,857 equity shares to FIH Mauritius Investments Ltd and HWIC Asia Fund (Class A Shares) at a preferential issue, increasing the holding of FIH Mauritius Investments Ltd to 38.04% and HWIC Asia Fund (Class A Shares) to 2.78%.
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IIFL Capital Services Ltd - 542773 - Disclosures under Reg. 29(2) of SEBI (SAST) Regulations, 2011
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FIH Mauritius Investments Ltd
Level 1, Maeva Tower, Silicon Avenue, Cybercity, Ebene 72201, Mauritius
Tel: (230) 464 3040 Fax: (230) 468 1930
November 4, 2026
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
B SE Scrip Code: 542773 NSE Symbol: IIFLCAPS
The Board of Directors
IIFL Capital Services Limited
Plot No. B - 23, IIFL House, Sun Infotech
Park, Road No - 16V, Thane Industrial Area
Wagle Estate, Thane, Maharashtra, 400604
Sub : Disclosure under Regulation 29 (2) of the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Dear Sir / Ma’am:
This is to inform you that pursuant to the Investment Agreement dated May 7, 2026 entered
into amongst FIH Mauritius Investments Ltd (“Acquirer"), IIFL Capital Services Limited
("Target Company"), Nirmal Bhanwarlal Jain and Venkataraman Rajamani, the Target
Company has issued and allotted 57,142,857 equity shares (“Subscription Shares") to the
Acquirer on November 4, 2026 ("Preferential Issue").
In compliance with Regulation 29(2) and other applicable provisions of the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, please find enclosed the disclosure in the prescribed format, with respect to acquisition
of equity shares of the Target Company.
We request you to kindly take the above on record.
[Signature page follows]
FIH Mauritius Investments Ltd
Level 1, Maeva Tower, Silicon Avenue, Cybercity, Ebene 72201, Mauritius
Tel: (230) 464 3040 Fax: (230) 468 1930
Disclosures under Regulation 29(2) of Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 read with SEBI
Master circular SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023
Name of the Target Company (TC) IIFL Capital Services Limited (“Target Company”)
Name(s) of the acquirer and Persons Acquirer – FIH Mauritius Investments Ltd (“Acquirer”)
Acting in Concert (PAC) with the
acquirer Person acting in concert – HWIC Asia Fund (Class A
Shares) (“PAC”)
Whether the acquirer belongs to Please see note 1.
Promoter/ Promoter group
Name(s) of the Stock Exchange(s) BSE Limited and National Stock Exchange of India
where the shares of TC are Listed Limited
Details of the acquisition / disposal as Number % w.r.t. total share/ % w.r.t. total
follows voting capital diluted share/
wherever voting capital of
applicable (*) the TC (**)
Before the acquisition under
consideration, holding of:
a) Shares carrying voting rights Acquirer - Acquirer – 26.82% Acquirer –
8,46,41,445 (Please see Note 3 24.23% (Please
below) see Note 4
below)
PAC - PAC – 3.28% PAC – 2.97%
1,03,62,530 (Please see Note 3 (Please see Note
below) 4 below)
b) Shares in the nature of
encumbrance (pledge/ lien/ non-
disposal undertaking/ others)
c) Voting rights (VR) otherwise than
by shares
d) Warrants/convertible
securities/any other instrument
that entitles the acquirer to receive
shares carrying voting rights in the
TC (specify holding in each
category)
e) Total (a+b+c+d)
9,50,03,975 30.11% (Please see 27.20% (Please
Note 3 below) see Note 4
below)
Details of acquisition/sale
a) Shares carrying voting rights Acquirer – Acquirer – 15.33% Acquirer –
acquired/sold 5,71,42,857 (Please see Note 5 14.06% (Please
(Please see note below) see Note 4
2 below) below)
PAC - NIL PAC – NIL PAC - NIL%
b) VRs acquired /sold otherwise than
by shares
c) Warrants/convertible
securities/any other instrument
that entitles the acquirer to receive
shares carrying voting rights in the
TC (specify holding in each
category) acquired/sold
d) Shares encumbered /
invoked/released by the acquirer
e) Total (a+b+c+/-d) 5,71,42,857 15.33% (Please 14.06% (Please
see Note 5 below) see Note 4
below)
After the acquisition/sale, holding
a) Shares carrying voting rights Acquirer – Acquirer – 38.04% Acquirer –
14,17,84,302 (Please see Note 5 34.88% (Please
below) see Note 4
below)
PAC - PAC – 2.78% PAC – 2.55%
1,03,62,530 (Please see Note 5 (Please see Note
b) Shares encumbered with the below) 4 below)
acquirer
c) VRs otherwise than by shares
d) Warrants/convertible
securities/any other instrument
that entitles the acquirer to receive
shares carrying voting rights in the
TC (specify holding in each
category) after acquisition
e) Total (a+b+c+d)
15,21,46,832 40.83% (Please 37.43% (Please
see Note 5 below) see Note 4
below)
Mode of acquisition / sale (e.g. open Preferential allotment pursuant to the Investment
market / off-market / public issue / Agreement dated May 7, 2026.
rights issue / preferential allotment /
inter-se transfer etc).
Date of acquisition / sale of shares /
VR or date of receipt of intimation of November 4, 2026
allotment of shares, whichever is
applicable
Equity share capital / total voting INR 63,10,65,024 comprising of 31,55,32,512 fully paid-
capital of the TC before the said up equity shares of face value of INR 2 each
acquisition / sale
Equity share capital/ total voting INR 74,53,50,738 comprising of 37,26,75,369 fully paid-
capital of the TC after the said up equity shares of face value of INR 2 each
acquisition / sale
Total diluted share/voting capital of INR 81,29,72,256 comprising of 40,64,86,128 equity
the TC after the said acquisition / sale shares (on fully diluted basis) of face value of INR 2 each
Note:
(*) Total share capital/ voting capital to be taken as per the latest filing done by the Target
Company to the stock exchanges under Clause 35 of the listing Agreement or Regulation 31
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as on September 30, 2026 and includes the increase in the
total share capital / voting capital of the Target Company pursuant to the allotment of equity
shares upon conversion of employee stock options on October 29, 2026.
(**) Diluted share/voting capital means the total number of shares in the TC assuming full
conversion of the outstanding convertible securities/warrants into equity shares of the TC.
Notes:
1. The Acquirer along with PAC has made a mandatory open offer to the public shareholders
of the Target Company, pursuant to and in compliance with the requirements of Regulation
3(2) and Regulation 4 of the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations"),
("Open Offer"). Upon completion of the Preferential Issue and the Open Offer, the Acquirer
will hold substantial shareholding and voting rights in the Target Company, and Acquirer
will be classified as “promoter” and the PAC will be classified as a member of the “promoter
group” in accordance with applicable laws.
2. In terms of regulation 22(2A) of SEBI (SAST) Regulations, the Acquirer will not exercise
any voting rights in relation to the equity shares allotted under the Preferential Issue until
the completion of the Open Offer and the equity shares will be held under a separate share
escrow account (i.e. demat escrow) as required under the SEBI (SAST) Regulations. On
completion of the Open Offer, the equity shares allotted under the Preferential Issue would
be transferred from this share escrow account to the Acquirer’s demat account.
3. The respective percentages have been computed by taking the “Equity share capital / total
voting capital of the TC before the said acquisition” i.e., 31,55,32,512 equity shares (as
mentioned in the table above), as the denominator.
4. The respective percentages have been computed by taking the “Total diluted share/voting
capital of the TC after the said acquisition / sale” i.e., 40,64,86,128 equity shares (as
mentioned in the table above), as the denominator.
5. The respective percentages have been computed by taking the “Equity share capital/ total
voting
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