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 [Showing first 8,000 characters — download PDF for full document]