FIH Mauritius Investments Ltd reaches 40.83% of IIFL Capital

FIH Mauritius Investments Ltd reached a 40.83% combined holding in IIFL Capital Services Limited’s post-allotment voting capital on November 4, 2026, after receiving 5,71,42,857 preferential shares; the shares must remain in demat escrow and cannot be voted until the mandatory open offer is completed.

How did FIH Mauritius reach a 40.83% stake in IIFL Capital?

FIH Mauritius reached a combined 40.83% holding with HWIC Asia Fund (Class A Shares), its person acting in concert (PAC), by receiving 5,71,42,857 equity shares through a preferential allotment on November 4, 2026. The issue was made under the investment agreement dated May 7, 2026 among FIH Mauritius, IIFL Capital, Nirmal Bhanwarlal Jain and Venkataraman Rajamani.

Before the allotment, FIH Mauritius held 8,46,41,445 voting shares and the PAC held 1,03,62,530 shares, representing 30.11% combined of voting capital. Following the issue, FIH Mauritius held 14,17,84,302 shares while the PAC remained at 1,03,62,530 shares, taking their combined holding to 15,21,46,832 shares.

What changed in IIFL Capital’s share capital after the allotment?

IIFL Capital’s total voting capital increased by 5,71,42,857 shares, from 31,55,32,512 fully paid equity shares before the allotment to 37,26,75,369 shares afterwards. Each equity share has a face value of Rs 2, and stated issued equity share capital rose from Rs 63.1065024 crore to Rs 74.5350738 crore.

The preferential issue enlarged IIFL Capital’s issued share base by the same 5,71,42,857 shares received by FIH Mauritius rather than transferring shares from an existing holder. The pre-allotment voting-capital figure included equity shares allotted upon conversion of employee stock options on October 29, 2026, according to the filing’s denominator note.

On a fully diluted basis, IIFL Capital reported 40,64,86,128 equity shares and total diluted equity share capital of Rs 81.2972256 crore after the transaction. Fully diluted capital assumes conversion of outstanding convertible securities or warrants into equity shares, making that base larger than the 37,26,75,369 issued shares used for the post-allotment voting-capital calculation.

What is FIH Mauritius’s stake on a fully diluted basis?

FIH Mauritius and its PAC held 37.43% of IIFL Capital on the stated fully diluted basis after the allotment, compared with 27.20% before it. FIH Mauritius’s individual fully diluted holding was 34.88%, while the PAC’s was 2.55%, using 40,64,86,128 shares as the denominator.

The difference between the 40.83% voting-capital figure and the 37.43% fully diluted figure reflects the different share bases used in the disclosure. The voting-capital calculation uses 37,26,75,369 issued shares after the allotment, while the fully diluted calculation assumes conversion of outstanding instruments into 40,64,86,128 shares.

The PAC’s share count did not change from 1,03,62,530 shares, but its voting-capital percentage declined from 3.28% before the issue to 2.78% afterwards because the share base expanded. FIH Mauritius’s own voting-capital percentage rose from 26.82% to 38.04% after it received the 5,71,42,857 preferential shares.

Can FIH Mauritius vote the newly allotted IIFL Capital shares now?

FIH Mauritius cannot exercise voting rights on the 5,71,42,857 preferential shares until the mandatory open offer is completed. The restriction arises under Regulation 22(2A) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, referred to in the filing as the SEBI SAST Regulations.

The newly allotted shares must be held in a separate demat escrow account pending completion of the open offer. After the open offer is completed, the filing says the shares would be transferred from that escrow account to FIH Mauritius’s demat account.

The disclosed 40.83% is therefore the post-allotment ownership percentage of voting capital held by FIH Mauritius and the PAC, rather than confirmation that FIH Mauritius may currently cast votes on every share in that total. The filing identifies the preferential allotment and open offer as connected steps under the May 7, 2026 investment agreement.

Why is an open offer linked to the preferential allotment?

An open offer is linked to the transaction because FIH Mauritius and the PAC made a mandatory offer to IIFL Capital’s public shareholders under Regulations 3(2) and 4 of the SEBI SAST Regulations. The disclosure does not state an offer price, the number of shares sought or a timetable for completion.

The filing says that, after completion of both the preferential issue and the open offer, FIH Mauritius will hold substantial shareholding and voting rights in IIFL Capital. It also says FIH Mauritius will be classified as a promoter and the PAC as part of the promoter group, in accordance with applicable laws.

IIFL Capital is listed on BSE Limited and the National Stock Exchange of India Limited. The November 4, 2026 disclosure was made under Regulation 29(2), which covers reporting of acquisitions and disposals under the SEBI SAST Regulations.

Conclusion

The November 4, 2026 preferential allotment increased IIFL Capital’s issued share count from 31,55,32,512 to 37,26,75,369 and raised FIH Mauritius and its PAC from 30.11% to 40.83% of post-allotment voting capital. On the larger fully diluted base of 40,64,86,128 shares, their combined holding was 37.43%, reflecting the assumed conversion of outstanding instruments.

The next disclosed event to watch is completion of the mandatory open offer. Until that occurs, FIH Mauritius cannot vote the 5,71,42,857 preferential shares and they will remain in demat escrow; after completion, the filing says the shares would move to FIH Mauritius’s demat account and the stated promoter and promoter-group classifications would follow.