Outcome of Board Meeting

November 10, 2026 The Manager, The Manager, Listing Department, Listing Department, BSE Limited, The National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot C/1, G Block, Dalal Street, Bandra - Kurla Complex, Bandra (E), Mumbai 400 001. Mumbai 400 051. BSE Scrip Code: 532636 NSE Symbol: IIFL Subject: Outcome of Board Meeting Re.: Regulation 30 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’) Dear Sir / Madam, In furtherance to our intimation dated November 5, 2026, we wish to inform you that the Board of Directors (“Board”) of IIFL Finance Limited (“Company”) at their meeting held today i.e. Tuesday, November 10, 2026, has inter alia considered and approved the following: 1. Re-classification and increase of authorised share capital of the Company and consequent alteration of capital clause of the Memorandum of Association of the Company Subject to the approval of the shareholders of the Company, the Board has approved the increase in the authorised share capital of the Company from INR 971,05,00,000 (Indian Rupees Nine Hundred and Seventy-One Crore Five Lakh) divided into 235,52,50,000 (Two Hundred and Thirty-Five Crore Fifty-Two Lakh Fifty Thousand) equity shares having face value of INR 2 (Indian Rupees Two) each and 50,00,00,000 (Fifty Crore) preference shares having face value of INR 10 (Indian Rupees Ten) each, to INR 5621,05,00,146 (Indian Rupees Five Thousand Six Hundred and Twenty-One Crore Five Lakh One Hundred and Forty-Six) divided into 235,52,50,000 (Two Hundred and Thirty-Five Crore Fifty-Two Lakh Fifty Thousand) equity shares having face value of INR 2 (Indian Rupees Two) each and 8,55,48,173 (Eight Crore Fifty-Five Lakh Forty-Eight Thousand One Hundred and Seventy-Three) preference shares having face value of INR 602 (Indian Rupees Six Hundred and Two) each. Consequently, the capital clause (Clause V) of the Memorandum of Association of the Company shall be amended, subject to approval by shareholders of the Company and any other statutory/ regulatory approvals, as may be required under the provisions of applicable law. 2. Issuance of compulsorily convertible preference shares and warrants by way of preferential issue on a private placement basis Subject to the approval of the shareholders of the Company and receipt of approvals from applicable statutory/ regulatory authorities, as may be required, the Board has approved the issuance of: (i) 8,55,48,173 compulsorily convertible preference shares, having face value of INR 602 (Indian Rupees Six Hundred and Two) each, and (ii) 2,10,00,000 warrants by way of preferential issue on a private placement basis in accordance with the provisions of the Companies Act, 2013, and the rules made thereunder (“Act”), Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) and other applicable laws to the proposed allottees as set out in the table below (“Proposed Allottees”), for an aggregate cash consideration of INR 64,14,20,00,146 IIFL Finance Limited CIN No.: L67100MH1995PLC093797 Corporate Office – 802, 8th Floor, Hubtown Solaris, N.S. Phadke Marg, Vijay Nagar, Andheri East, Mumbai 400069 Tel: (91-22) 6788 1000. Fax: (91-22) 6788 1010 Regd. Office – IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane – 400604 Tel: (91-22)41035000. Fax: (91-22) 25806654 E-mail: csteam@iifl.com Website: www.iifl.com (Indian Rupees Six Thousand Four Hundred and Fourteen Crore Twenty Lakh One Hundred and Forty- Six) (the “Preferential Issue”): Sr. Name of the No. and price of securities to be issued Aggregate No. Proposed consideration Allottee (INR) a. Ingot SG Pte. 8,30,56,478 compulsorily convertible preference INR Ltd. (“Investor shares, having face value of INR 602 (Indian Rupees Six 4999,99,99,756 1”) Hundred and Two) each (“Subscription Shares”), to be issued at par. b. Anchorage 9,96,678 compulsorily convertible preference shares, INR 60,00,00,156 Capital Scheme having face value of INR 602 (Indian Rupees Six II, a category II Hundred and Two) each (“Anchorage 1 Subscription alternative Shares”), to be issued at par. investment fund registered with the Securities and Exchange Board of India (“SEBI”) (“Investor 2”) c. Anchorage 14,95,017 compulsorily convertible preference shares, INR 90,00,00,234 Capital Scheme having face value of INR 602 (Indian Rupees Six III, a category II Hundred and Two) each (“Anchorage 2 Subscription alternative Shares”), to be issued at par. investment fund registered with SEBI(“Investor d. Mr. Nirmal 1,50,00,000 warrants, each carrying a right to INR Bhanwarlal Jain subscribe to 1 (one) Equity Share, at a price of INR 602 903,00,00,000* (“Promoter 1”) (Indian Rupees Six Hundred and Two) per warrant (“Promoter 1 Warrants”). e. Mr. 45,00,000 warrants, each carrying a right to subscribe INR Venkataraman to 1 (one) Equity Share, at a price of INR 602 (Indian 270,90,00,000* Rajamani Rupees Six Hundred and Two) per warrant (“Promoter (“Promoter 2”) 2 Warrants”). f. Ardent Impex 15,00,000 warrants, each carrying a right to subscribe INR Private Limited to 1 (one) Equity Share, at a price of INR 602 (Indian 90,30,00,000* (“Promoter 3”) Rupees Six Hundred and Two) per warrant (“Promoter 3 Warrants” and collectively with Promoter 1 Warrants and Promoter 2 Warrants “Subscription Warrants”). *In accordance with the provisions of Chapter V of SEBI ICDR Regulations, 25% of the total subscription amount of the Subscription Warrants will be invested upfront, and the remaining (i.e. 75% of the total subscription amount of the Subscription Warrants) will be invested at the time of exercise of option to apply for fully paid up equity shares of face value of INR 2/- each of the Company in accordance with applicable law. IIFL Finance Limited CIN No.: L67100MH1995PLC093797 Corporate Office – 802, 8th Floor, Hubtown Solaris, N.S. Phadke Marg, Vijay Nagar, Andheri East, Mumbai 400069 Tel: (91-22) 6788 1000. Fax: (91-22) 6788 1010 Regd. Office – IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane – 400604 Tel: (91-22)41035000. Fax: (91-22) 25806654 E-mail: csteam@iifl.com Website: www.iifl.com In connection with the Preferential Issue, the Board has approved the execution of and entering into: (i) the securities subscription agreement dated November 10, 2026 amongst the Company, Investor 1, Promoter 1 and Promoter 2 (“Subscription Agreement 1”); (ii) the share subscription agreement dated November 10, 2026 amongst the Company, Investor 2 and Investor 3 (“Subscription Agreement 2”); and (iii) the warrant subscription agreement dated November 10, 2026 amongst the Company, Promoter 1, Promoter 2 and Promoter 3 (“Subscription Agreement 3”) (collectively, “Subscription Agreements”). The details regarding the Subscription Shares, Anchorage Subscription Shares and Subscription Warrants (collectively, “Subscription Securities”) under Regulation 30 of the Listing Regulations read with Para A of Part A of Schedule III to the Listing Regulations and SEBI Circular Ref. No. HO/49/14/14(7)2025-CFD-POD2/ I/3762/2026 issued on July 11, 2023 and last updated on January 30, 2026 (the “SEBI Master Circular”), are set out in Annexure II. The details regarding the Subscription Agreements as required under Regulation 30 of the Listing Regulations read with clauses (5) and (5A) of Para A of Part A of Schedule III to the Listing Regulations and the SEBI Master Circular, are set out in Annexure III. 3. Amendments to the Articles of Association of the Company (“AOA”), inter alia to delete, modify, substitute and insert certain articles, and adoption of the amended and restated AOA and grant of special rights to Investor 1 Subject to the approval of the shareholders of the Company, the Board has approved t [Showing first 8,000 characters — download PDF for full document]