General Announcement::Intimation of EOGM pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015

September 08, 2021

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.
BSE Scrip Code: 532636	NSE Symbol: IIFL

Sub: Intimation of Extra Ordinary General Meeting pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the Extra Ordinary General Meeting (EOGM) of the members of the Company is scheduled to be held on Thursday, September 30, 2021 at 2:00 p.m. (IST) through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM") in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. The copy of Notice of EOGM is enclosed. The EOGM Notice is available on the Company's website i.e. www.iifl.com

Further, we wish to intimate that in terms of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company shall provide to its members the facility to exercise their votes electronically for transacting the items of business as set out in the Notice convening the EOGM of the Company.

For the aforesaid purpose the Company has fixed Thursday, September 23, 2021 as the cut-off date to determine the entitlement of voting rights of members opting for e-voting.

Kindly take the same on record and oblige.

Thanking You,

Yours faithfully,

For IIFL Finance Limited

(Formerly Known as IIFL Holdings Limited)

SNEHA PATWARDHA N

Digitally signed by SNEHA PATWARDHAN DN: c=IN, o=Personal, 2.5.4.20=35f2965f8d8bdfa92a36b7f320dc7a4ca8a7 d6bebec0769c3ad8f02e0032e35b, postalCode=440001, st=MAHARASHTRA, serialNumber=f1b1b3d68166c449942ed0060d0ee4 54a00bb4657455660a2a608360fb10cb1c, cn=SNEHA PATWARDHAN, l=NAGPUR, pseudonym=3293403b04e84ed38b749b18613ce5 de

Date: 2021.09.08 16:33:30 +05'30'

Sneha Patwardhan

Company Secretary

CC to

Singapore Exchange Securities Trading Limited

2, Shenton Way, #02-02, SGX Centre 1,

Singapore - 068 804

IIFL Finance Limited (formerly known as IIFL Holdings Limited)

CIN No.: L67100MH1995PLC093797

Corporate Office - 802, 8th Floor, Hub Town Solaris, N.S. Phadke Marg, Vijay Nagar, Andheri East, Mumbai 400069

Tel: [phone] .Fax: [phone]

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: [phone] E-mail: [e-mail] Website: www.iifl.com

IIFL Finance Limited (Formerly known as IIFL Holdings Limited)

CIN: L67100MH1995PLC093797

Regd. Office - IIFL House, Sun InfoTech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane - 400 604

Tel: [phone]; Fax: [phone];

E-mail: [e-mail] Website: www.iifl.com

NOTICE

Notice is hereby given that the Extra Ordinary General Meeting ("the EOGM") of the Members of IIFL Finance Limited (Formerly known as IIFL Holdings Limited) ("the Company") will be held on Thursday, September 30, 2021 at 2:00 p.m. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

SPECIAL BUSINESS:

1. To revise the term of office of M/s. V Sankar Aiyar &

Co as Statutory Auditors of the Company and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

"RESOLVED THAT in partial modification of the resolution of the Members of the Company that was passed at the 25th Annual General Meeting held on June 30, 2020 and pursuant to the guidelines issued by the Reserve Bank of India ('RBI') vide Circular No. DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021, including any amendments, statutory modifications or re-enactments thereof, for the time being in force and subject to applicable law and regulations (as may be amended, restated, modified, replaced from time to time), the term of office for M/s. V Sankar Aiyar & Co, Chartered Accountants, as

Statutory Auditors of the Company be revised from a term of 5 years to a term of 3 years, i.e. 3 years from the FY 2020-21 till (and including) the FY 2022-23, and that for the remainder of this revised term, M/s. V

Sankar Aiyar & Co shall act as joint Statutory Auditors of the Company with such other joint Statutory Auditor(s) as the Company may appoint (subject to the approval of the Members of the Company), at an overall audit fees for FY 2021-22 as recommended by the Board and given in the explanatory statement to be allocated by the Company between M/s. V Sankar

Aiyar & Co and such joint Statutory Auditors as may be mutually agreed between the Company and the said joint Statutory Auditors, depending upon their respective scope of work, and additionally out of pocket expenses, outlays and taxes as applicable;

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board (including the Audit Committee of the Board or any other person(s) authorised by the Board or the Audit Committee in this regard), be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to implementation of the resolution including but not limited to determination of roles and responsibilities/ scope of work of the respective joint Statutory Auditor(s), negotiating, finalising, amending, signing, delivering, executing, the terms of appointment including any contracts or documents in this regard, without being required to seek any further consent or approval of the Members of the Company."

2. To appoint M/s. Chhajed & Doshi, Chartered

Accountants as a joint Statutory Auditors of the Company and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act'), read with the Companies (Audit and Auditors) Rules, 2014, as may be applicable, and guidelines issued by the Reserve Bank of India (RBI) including any amendments, modifications, variations or re-enactments thereof M/s. Chhajed & Doshi, Chartered Accountants (ICAI

Firm Registration No. 101794W), who have offered themselves for appointment and have confirmed their eligibility to be appointed as Statutory Auditors in terms of Section 141 of the Companies Act, 2013 and applicable rules and the guidelines issued by RBI dated April 27, 2021, be and are hereby appointed as the joint

Statutory Auditors of the Company, to hold office for a period of 3 (Three) years with effect from the FY 2021-22 till and including the FY 2023-24 and with power to the Board, including relevant Committee(s)

1

NOTICE (Contd.)

thereof, to alter and vary the terms and conditions of appointment, etc., including by reason of necessity on account of conditions as may be stipulated by the RBI and / or any other authority;

RESOLVED FURTHER THAT subject to applicable law and regulations including the relevant guidelines and circulars of the RBI (as may be amended, restated, modified, replaced from time to time), M/s. Chhajed

• Doshi with M/s. V Sankar Aiyar & Co, Chartered
  Accountants (ICAI Firm Registration No. 109208W) shall act as joint Statutory Auditors of the Company, at overall audit fees for FY 2021-22 as recommended by the Board and given in the explanatory statement to be allocated between M/s. V Sankar Aiyar & Co and M/s. Chhajed & Doshi as the joint Statutory Auditors, as may be mutually agreed between the Company and the said joint Statutory Auditors, depending upon their respective scope of work, and additionally out of pocket expenses, outlays and taxes as applicable and that M/s. Chhajed & Doshi shall thereafter act as joint
  Statutory Auditors of the Company with such other new joint Statutory Auditor(s) who will be appointed by the Company subject to approval of the Members of the Company from FY 2023-24 onwards;

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution the Board (including the Audit Committee of the Board or any other person(s) authorised by the Board or the Audit Committee in this regard), be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to implementation of the resolution including but not limited to determination of roles and responsibilities/ scope of work of the respective joint Statutory Auditors, negotiating, finalising, amending, signing, delivering, executing, the terms of appointment including any contracts or documents in this regard, without being required to seek any further consent or approval of the Members of the Company."

3. To Appoint Mr. Vibhore Sharma (DIN- 03314559), as an Independent Director of the Company and in this regard to consider and if thought fit, to pass with or without modification(s), the following Resolution as

Special Resolution:

"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152, read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the

Act") and Rules framed there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to Regulation 17 (and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), as amended from time to time, Mr. Vibhore Sharma (DIN- 03314559), who pursuant to recommendation of Nomination and Remuneration Committee was appointed as an Additional Director (Independent Director) by the Board of Directors of the Company w.e.f. July 01, 2021 in terms of Section 161 (1) of the Act and who is eligible for appointment and has also submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations with respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director under Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation, for a term of five consecutive years commencing from July 01, 2021 upto June 30, 2026;

"RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and

/ or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

4. To Appoint Mr. Ramakrishnan Subramanian (DIN: 02192747), as an Independent Director of the Company and in this regard to consider and if thought fit, to pass with or without modification(s), the following

Resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152, read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act") and Rules framed there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to Regulation 17 (and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), as amended from time to time, Mr. Ramakrishnan

Subramanian (DIN: 02192747), who pursuant to recommendation of Nomination and Remuneration Committee was appointed as an Additional Director (Independent Director) by the Board of Directors of the Company w.e.f. September 06, 2021 in terms of Section 161 (1) of the Act and who is eligible for

2

NOTICE (Contd.)

appointment and has also submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation16(1)

1. of the Listing Regulations with respect of whom the Company has received a notice in writing from a
   Member proposing his candidature for the office of
   Director under Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation, for a term of

Dated: September 06, 2021

Place: Mumbai

five consecutive years commencing from September 06, 2021 upto September 05, 2026;

"RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and

• or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

By Order of the Board of Directors For IIFL Finance Limited

(Formerly known as IIFL Holdings Limited)

Sneha Patwardhan

Company Secretary

ACS - 23266

Registered Office: IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane: 400604

CIN: L67100MH1995PLC093797

E-mail: [e-mail]

Telephone No.: (91-22) 4103 5000

3

NOTICE (Contd.)

NOTES

1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") vide its circular dated April 08, 2020, April 13, 2020, June 15 2020, September 28, 2020, December 31, 2020 and June 23, 2021 (collectively referred to as "MCA Circulars") and Securities and Exchange Board of India ("SEBI") vide circular dated May 12, 2020 and January 15, 2021 (collectively referred to as "SEBI Circulars") permitted the holding of the Extra Ordinary General Meeting ("EOGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), MCA Circulars and SEBI Circulars, the Extra Ordinary General Meeting (the EOGM) of the Company is being held through VC / OAVM.
2. A Statement pursuant to Section 102(1) of the Act, ("Explanatory Statement") relating to the Special Businesses to be transacted at the EOGM is annexed hereto.
3. A Member entitled to attend and vote at the EOGM is entitled to appoint one or more proxies to attend and vote on his/ her behalf and the proxy need not be a Member of the Company. However, pursuant to MCA Circulars and SEBI Circulars, the EOGM will be held through VC/OAVM and the physical attendance of Members in any case has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EOGM and hence the Proxy Form is not annexed to this Notice.
4. Pursuant to Section 113 of the Act, representatives of Corporate Members may be appointed for the purpose of voting through remote e-voting or for participation and voting in the EOGM to be conducted through VC/ OAVM.
   Corporate Members intending to attend the EOGM through their authorised representatives are requested to send a Certified True Copy of the Board Resolution and Power of Attorney (PDF/JPG Format), if any, authorising its representative to attend and vote on their behalf at the EOGM. The said Resolution/ Authorisation shall be sent to the Company by email through its registered email address i.e. shareholders@ iifl.com
5. Institutional investors, who are members of the Company, are encouraged to attend and vote at the EOGM of the Company.

1. In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the EOGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice will also be available on the website of the Company, i.e. www.iifl.com, website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.
2. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No. 14.
3. Members attending the EOGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
4. Relevant documents referred to in the accompanying Notice and the Explanatory Statement and all other documents will be available for inspection in electronic mode. Members can inspect the same by sending an email to the Company at [e-mail].
5. Process for registration of email id for obtaining User ID/password for e-voting and updation of bank account mandates is annexed to this Notice.
6. Members are requested to intimate changes, if any, pertaining to their name, postal address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, to their Depository Participants (DPs) in case the shares are held by them in dematerialized form and to the Registrar and Share Transfer Agents of the Company i.e. Link Intime India Private Limited ("Link Intime") in case the shares are held by them in physical form.
7. The Company has designated an exclusive e-mail id called [e-mail] to redress Members' complaints/ grievances. In case you have any queries/ complaints or grievances, then please write to us at [e-mail].
8. Members seeking any information/desirous of asking any questions at the EOGM with regard to any matter to be placed at the EOGM are requested to send email to the Company at [e-mail] at least 7 days before the EOGM. The same will be replied by the Company suitably.
9. Information and other instructions relating to e-voting are as under:

4