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. Further to our intimation dated September 30, 2016 with regard to the proposed demerger of 5Paisa Digital Undertaking' from IIFL Holdings Limited ('IIFL') into 5Paisa Capital Limited ('5paisa'), we would like to inform you that the Company has received observation letters from NSE, BSE and SEBI on the draft Scheme vide NSE letter No.NSE/LIST/106012 dated March 02, 2017. Pursuant to the above, the Company has filed on March 07, 2017 an application with National Company Law Tribunal ['NCLT'], Mumbai Bench for the approval of the proposed Scheme of Arrangement. (As Per BSE Announcement Dated on 08.03.2017) Further to our intimation dated March 08, 2017 with regard to the proposed demerger of 5Paisa Digital Undertaking' from IIFL Holdings Limited ('IIFL') into 5Paisa Capital Limited ('5paisa'), Please find enclosed herewith the updated proposed Scheme of Arrangement filed with National Company Law Tribunal ['NCLT'], Mumbai Bench after suitably incorporating the observations of BSE, NSE and SEBI in their letters. The updated draft scheme is also uploaded on the website of the Company at https://iifl.com/aboutus/scheme-of-arrangement. We request you to take the above on your records. We are also marking a copy of this to SEBI for information. (As Per BSE Announcement Dated on 09.03.2017) This is to inform you that pursuant to our petition, the Hon'ble National Company Law Tribunal, Bench at Mumbai at its hearing held on 6th September 2017 has approved the Scheme of Arrangement between IIFL Holdings Limited and 5Paisa Capital Limited and their respective shareholders under the provisions of Section 230-232 and other applicable provisions of the Companies Act, 2013 and Rules made there under. The Certified Copy of the Order is awaited. (As Per BSE Announcement Dated On 07/09/2017) With reference to our letter dated September 7, 2017, we wish to inform you that the Certified True Copy of the Order of the Hon'ble National Company Law Tribunal, Mumbai, approving the Scheme of Arrangement between IIFL Holdings Limited and 5Paisa Capital Limited and their respective shareholders under the provisions of Section 230-232 and other applicable provisions of the Companies Act, 2013 and Rules made there under, is received by the Company. The consideration and effecting the above will be taken up with due approvals of SEBI/Exchanges and the same will be informed to you in due course. We request you to take the above on your record and oblige. (As Per BSE Announcement Dated on 28.09.2017) Update on demerger of 5paisa digital Undertaking & Intimation of Record Date. (As Per BSE Announcement Dated on 06.10.2017) Trading Members of the Exchange are hereby informed that, pursuant to the Scheme of Arrangement (Demerger) approved by the Hon'ble National Company Law Tribunal, Mumbai Bench, IIFL Holdings Ltd., has fixed the Record Date for the purpose of determining entitlement of the shareholders of the Company, as per details given below: COMPANY NAME CODE IIFL Holdings Ltd. (532636, 632636) RECORD DATE 18/10/2017 PURPOSE As per Scheme of Arrangement sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench, between, IIFL Holdings Ltd and 5Paisa Capital Limited (Resulting Company) And Their Respective Shareholders - Upon the coming into effect of the aforesaid Scheme and in consideration of the demerger of the 5Paisa Digital Undertaking into 5Paisa Capital Limited pursuant to this Scheme : 5Paisa Capital Limited shall issue and allot equity shares at par on a proportionate basis to the shareholders of IIFL Holdings Ltd in the following proportion : '1 (ONE) fully paid up equity share of 5Paisa Capital Limited shall be issued and allotted for every 25 (TWENTY FIVE) fully paid up equity shares each held in IIFL Holdings Ltd.' EX-ENTITLEMENT FROM DATE & SETT. NO. 17/10/2017 DR-137/2017- 2018 Note: Pursuant to SEBI Circular No. SEBI/Cir/ISD/1/2010 dated September 2, 2010, Trading members are hereby informed that the trading in the equity shares of the aforesaid company shall be transferred from A' group to T' group w.e.f. October 17, 2017 and pursuant to SEBI Circular No. CIR/MRD/DP/01/2012 dated January 20, 2012; the aforesaid scrip shall be a part of Call Auction in Pre-open Session on October 17, 2017. Subject to compliance with requisite formalities the resulting company 5Paisa Capital Limited will be listed on BSE Limited. (As Per BSE Notice Dated on 10.10.2017) Update on Scheme of Arrangement between IIFL Holdings Limited and 5paisa Capital Limited and their respective Shareholders. (As Per BSE Announcement Dated On 24/10/2017) Update on Scheme of Arrangement between IIFL Holdings Limited and 5paisa Capital Limited and their respective Shareholders. (As Per BSE Announcement Dated on 10.11.2017)