Meeting Details

  • Date: Friday, December 04, 2026
  • Time: 11:00 a.m. IST
  • Mode: Video Conferencing/Other Audio Visual Means
  • Cut-off Date for Voting Rights: Friday, November 27, 2026
  • Venue: Deemed to be Registered Office of the Company (IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane – 400 604)

Proposed Resolutions and Implications

Item No. 1: Re-classification and Increase of Authorised Share Capital

Ordinary Resolution to increase authorized share capital from INR 971,05,00,000 to INR 5,621,05,00,146 divided into:

  • 235,52,50,000 equity shares of INR 2 each
  • 8,55,48,173 preference shares of INR 602 each

Item No. 2: Preferential Issue of Securities

Special Resolution to issue compulsorily convertible preference shares and warrants:

To External Investors:

  • Ingot SG Pte. Ltd. (Blackstone affiliate): 8,30,56,478 CCPS at INR 602 each (INR 4,999.99 Cr)
  • Anchorage Capital Scheme II: 9,96,678 CCPS at INR 602 each (INR 60.00 Cr)
  • Anchorage Capital Scheme III: 14,95,017 CCPS at INR 602 each (INR 90.00 Cr)

To Promoters/Promoter Group:

  • Nirmal Bhanwarlal Jain: 1,50,00,000 warrants at INR 602 each (INR 903.00 Cr)
  • Venkataraman Rajamani: 45,00,000 warrants at INR 602 each (INR 270.90 Cr)
  • Ardent Impex Private Limited: 15,00,000 warrants at INR 602 each (INR 90.30 Cr)

Total Issue Size: INR 6,414.20 Crore

Key Terms:

  • Floor price determined with Relevant Date as November 4, 2026
  • CCPS convertible 1:1 into equity shares after 17 months 15 days
  • 25% upfront payment for warrants, balance within 18 months
  • Objects: 70% for growth objectives, 30% for debt repayment

Item No. 3: Amendment of Articles of Association

Special Resolution to adopt amended articles granting special rights to Investor (Ingot SG Pte. Ltd.):

  • Nomination rights for 2 directors while holding ≥10% stake
  • Nomination rights for 1 director while holding ≥7.5% stake
  • Pre-emptive rights on further issuances
  • Veto rights on related party transactions, dividend policy changes

Item No. 4: Re-designation of Director

Ordinary Resolution to re-designate Mr. Venkataraman Rajamani (DIN: 00011919) from Joint Managing Director to Non-Executive Non-Independent Director effective October 15, 2026.

Voting Process

  • E-voting Period: November 30, 2026 (9:00 a.m.) to December 3, 2026 (5:00 p.m.)
  • Scrutinizer: CS Nilesh Shah (FCS - 4554) of M/s. Nilesh Shah and Associates
  • Voting Methods: Remote e-voting through NSDL/CDSL platforms or physical mode through MUFG Intime India Private Limited
  • Results: To be declared within 2 working days after meeting conclusion

Compliance Statements

  • The meeting is conducted in compliance with MCA Circulars Nos. 14/2020, 17/2020, and 03/2025
  • All documents available for inspection at registered office until December 4, 2026
  • Compliance certificate from CS Deepti Joshi (F9139) obtained as per Regulation 163(2) of SEBI ICDR Regulations
  • Monitoring agency appointed: CRISIL Ratings Limited for fund utilization tracking

Additional Information

  • Current CRAR: 17% (Tier 1: 12.5%) as of September 30, 2026
  • Pro-forma CRAR post-issue: 30.3% (Tier 1: 25.7%)
  • Current gearing: 4.6x, expected to reduce to 2.8x
  • Shareholding pattern change: Promoter holding to increase from 24.75% to 23.74%
  • Investor (Ingot SG) to hold 15.50% post-conversion on fully diluted basis