| A | Material Contracts for the Issue | |
|---|---|---|
| 1 | Issue Agreement dated April 17, 2024 between our Company and the Lead Managers. | |
| 2 | Registrar Agreement dated April 17, 2024 between our Company and the Registrar to the Issue. | |
| 3 | Bankers to the Issue Agreement dated April 17, 2024 between our Company, the Lead Managers, Registrar and the Bankers to the Issue. | |
| 4 | Monitoring Agency Agreement dated April 17, 2024 between our Company and the Monitoring Agency. | |
| B | Material Documents | |
| 1 | Certified copies of the updated Memorandum of Association and Articles of Association of our Company, as amended. | |
| 2 | Certificate of Incorporation of our Company dated October 18, 1995 as a private limited company with the name Probity Research & Services Private Limited, issued by Registrar of Companies, Mumbai. | |
| 3 | Fresh Certificate of Incorporation of our Company dated April 28, 2000, issued by Registrar of Companies, Mumbai, consequent upon conversion from private limited to public limited company and change of name of our Company to Probity Research & Services Limited. | |
| 4 | Fresh Certificate of Incorporation of our Company dated May 23, 2000, issued by Registrar of Companies, Mumbai, consequent upon change of name of our Company to India Infoline.Com Limited. | |
| 5 | Fresh Certificate of Incorporation of our Company dated March 23, 2001, issued by Registrar of Companies, Mumbai, consequent upon change of name of our Company to India Infoline Limited. | |
| 6 | Fresh Certificate of Incorporation of our Company dated February 18, 2014, issued by Registrar of Companies, Mumbai, consequent upon change of name of our Company to IIFL Holdings Limited. | |
| 7 | Fresh Certificate of Incorporation of our Company dated May 24, 2019, issued by Registrar of Companies, Mumbai, consequent upon change of name of our Company to IIFL Finance Limited. | |
| 8 | Certificate of Registration dated March 6, 2020 bearing registration no. N-13.02386 issued by the Reserve Bank of India. | |
| 9 | Consents of the Directors, Company Secretary and Compliance Officer, Lead Managers, Bankers to the Issue, Legal Counsel to the Issue, the Registrar to the Issue, and the Monitoring Agency for inclusion of their names in this Letter of Offer to act in their respective capacities. | |
| 9.1 | Consents of Directors | |
| 9.1 (a) | Consent of Arun Kumar Purwar | |
| 9.1 (b) | Consent of Bijou Kurien | |
| 9.1 (c) | Consent of Chandran Ratnaswami | |
| 9.1 (d) | Consent of Geeta Mathur | |
| 9.1 (e) | Consent of Nihar Niranjan Jambusaria | |
| 9.1 (f) | Consent of Nirmal Jain | |
| 9.1 (g) | Consent of R Venkataraman | |
| 9.1 (h) | Consent of Ramakrishnan Subramanian | |
| 9.1 (i) | Consent of Tritala Subramanian Ramakrishnan | |
| 9.1 (j) | Consent of Vijay Kumar Chopra | |
| 9.2 | Consent Letter - Company Secretary and Compliance Officer | |
| 9.3 | Consents of Lead Managers | |
| 9.3 (a) | Consent of Ambit | |
| 9.3 (b) | Consent of Motilal Oswal | |
| 9.4 | Consent of Banker to the Issue | |
| 9.5 | Consent of Legal Counsel to the Issue | |
| 9.6 | Consent of Registrar to the Issue | |
| 9.7 | Consent of Monitoring Agency | |
| 10 | Consent letter dated April 17, 2024 from our Joint Statutory Auditors to include their name in this Letter of Offer, as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in respect of the Unaudited Consolidated Financial Results, and the reports issued by them, and the statement of special tax benefits dated April 17, 2024 included in this Letter of Offer. | |
| 11 | Statement of special tax benefits dated April 17, 2024 from the Joint Statutory Auditors included in this Letter of Offer. | |
| 12 | The Audited Consolidated Financial Statements and the review report thereon. | |
| 13 | The Unaudited Consolidated Financial Results and the review report thereon. | |
| 14 | Resolution of our Board of Directors dated March 13, 2024 in relation to the Issue and other related matters. | |
| 15 | Resolution of the Board of Directors dated April 17, 2024 approving and adopting this Letter of Offer. | |
| 16 | Resolution of the Board of Directors dated April 17, 2024 in relation to the terms of the Issue including the Record Date, Issue Price and Rights Entitlement Ratio. | |
| 16.1 | Resolution of the Board of Directors in relation to Record Date | |
| 16.2 | Resolution of the Board of Directors in relation to Issue Price | |
| 16.3 | Resolution of the Board of Directors in relation to Rights Entitlement Ratio | |
| 17 | Annual Reports of our Company for Fiscals 2023, 2022, 2021, 2020 and 2019. | |
| 17.1 | Annual Report FY2023 | |
| 17.2 | Annual Report FY2022 | |
| 17.3 | Annual Report FY2021 | |
| 17.4 | Annual Report FY2020 | |
| 17.5 | Annual Report FY2019 | |
| 18 | Due diligence certificate dated April 17, 2024 addressed to SEBI from the Lead Managers. | |
| 19 | In-principle listing approvals dated April 12, 2024 and April 10, 2024 issued by BSE and NSE, respectively. | |
| 19.1 | BSE Approval | |
| 19.2 | NSE Approval | |
| 20 | Tripartite agreement dated March 11, 2005 amongst our Company, NSDL and the Registrar to the Issue. | |
| 21 | Tripartite agreement dated July 27, 2020 amongst our Company, CDSL and the Registrar to the Issue. | |
| 22 | Copy of the Tranche II Prospectus dated June 2, 2023, Addendum to Tranche II Prospectus dated June 21, 2023 and Shelf Prospectus dated December 30, 2022 of our Company. | |
| 22.1 | Copy of the Tranche II Prospectus dated June 2, 2023 | |
| 22.2 | Addendum to Tranche II Prospectus dated June 21, 2023 | |
| 22.3 | Shelf Prospectus dated December 30, 2022 | |