Outcome of Board Meeting

• Security Code: 532636
• Company: IIFL

IIFL Holdings Ltd has informed BSE that the Board of Directors of the Company at their meeting held on September 30, 2016 considered and approved the proposed demerger of '5Paisa Digital Undertaking' from IIFL Holdings Limited ("IIFL") into 5Paisa Capital Limited ("5paisa"), a 100% subsidiary of IIFL engaged in distribution of financial services and broking, as follows:

a. The proposed demerger would be through a Scheme of Arrangement under section 391-394 of the Companies Act, 1956 between IIFL and 5Paisa Capital Limited and their respective shareholders. Post demerger, 5Paisa Capital Limited will be listed on BSE Limited and National Stock Exchange of India Limited. The appointed date of the demerger is October 01, 2016.

b. As per terms of the proposed scheme of Arrangement, the consideration for the demerger is by way of allotment of equity shares by 5paisa Capital Limited to the shareholders of IIFL in the ratio of 1 share of Rs 10 each of 5Paisa for every 25 shares of IIFL held by the shareholders of IIFL, as per the report on valuation and opinion on share entitlement ratio issued by the Independent Chartered Accountant M/s. SSPA & Co. and fairness opinion provided by Category I Merchant Banker Keynote Corporate Services Limited.

c. The proposed arrangement does not involve any change in the capital structure of IIFL Holdings Limited.

d. The proposed Scheme of Arrangement is subject to approval of SEBI, Stock Exchange(s), Hon'ble High Court and the shareholders and creditors of the Company and 5Paisa Capital Limited, as may be directed by the Hon'ble High Court. The demerger will be effective after the above approvals.

e. 5paisa will acquire, service and grow the new emerging DIY (Do-it-yourself) customer segment who prefer least cost for various financial products. Their service providers operate with cutting edge technology with minimal physical infrastructure and manpower. Such organizations require a different structure and culture. Therefore, the Board has decided to fund and demerge 5paisa to seize the opportunity of such new DIY customer segment. IIFL will continue to grow its capital market business on the strength of research, technology, distribution reach and service excellence.