IIF Securities

June 17, 2022
The Manager, The Manager,

Listing Department, Listing Department,
BSE Limited, The National Stock Exchange of India Ltd.,
Phiroze Jeejeebhoy Tower, Dalal Street, Exchange Plaza, 5 Floor, Plot C/1, G Block,
Mumbai 400 001 Bandra - Kurla Complex, Bandra (E),
Tel No.: 22721233 Mumbai 400 051
Fax No.: 22723719/22723121/22722037 Tel No.: 2659 8235 Fax No.: 26598237
BSE Scrip Code: 542773 NSE Symbol: IIFLSEC
Sub: Annual Report for FY 2021-22 and Notice of the 27th Annual General Meeting
Dear Sir/Madam,
Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, please find enclosed herewith the Annual Report of the Company along with the Notice of the 27th
Annual General Meeting for the Financial Year 2021-22, which is also sent through electronic mode to
those members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent/
Depositories.
The Annual Report and the Notice of Annual General Meeting is also uploaded on the Company’s website
at https://www.indiainfoline.com/securities/financials.php and this is also available on the website of
CDSL at www.evotingindia.com.
Kindly take the same on record and oblige.
Thanking You,
Yours faithfully,
For IIFL Securities Limited
Meghal Shah
Company Secretary
Place: Mumbai
IIFL Securities Limited

Corporate Identity Number: L99999MH1996PLC132983
Regd. Office: IIFL House, Sun lnfotech Park, Road No. 16V, Plot No. B-23, MIDC, Thane Industrial Area, Wagle Estate, Thane - 400 604
Tel: (91-22) 3929 4000/ 4103 5000 • Fax: (91-22) 2580 6654• E-mail: [email protected] • Website: www.iiflsecurities.com
IIFL SECURITIES LIMITED
Delivering
Value to You
Annual Report | 2021-22

Basis of Reporting
Our Approach to Adoption of <IR> and the challenges and associated risks in Reporting Period, Scope and Boundary
Integrated Reporting (<IR>) based on the achieving our long-term objectives in context The Report covers the key statutory financial
framework of International Integrated of the external operating environment. information and activities of the Company in
Reporting Council (IIRC) has emerged as a Certain <IR> related data in this report may FY 2021-22. Comparative figures and notable
global best practice for corporate reporting. be management estimates. events of past years have been reported
We have aligned ourselves to this trend to provide a holistic view to stakeholders.
and FY 2021-22 is our second year of Reporting Principle The non-financial information in the
integrated report largely covers data on the
such reporting. The financial and statutory data presented
India operations of IIFL Securities Limited.
Through <IR>, we intend to provide our in this Report comply to the requirements
stakeholders with an all-inclusive depiction of the Companies Act, 2013 (and the Rules Responsibility Statement
of our value creation process using both made thereunder), Indian Accounting
The content of this report has been reviewed
qualitative and quantitative information Standards, the SEBI (Listing Obligations and by the senior management of IIFL Securities,
across financial and non-financial Disclosure Requirements) Regulations, 2015 and reviewed and approved by the Board of
resources. We provide insights into our and the Secretarial Standards. The Report is Directors to ensure accuracy, completeness
strategy, matters that are material to us, guided by the IIRC’s framework. and relevance of the information presented.
Our Value Creation Approach
Financial Manufactured Intellectual Human Social and Natural

Capital Capital Capital Capital Relationship Capital Capital
Read more on page 12
Our Stakeholders
Customers Employees Regulators and Shareholders, Communities Business

Government Lenders and Partners
Rating Agencies
Read more on page 16
Forward-Looking Statements
The report contains statements that relate These forward-looking statements are those projected in any forward-looking
to the Company’s future operations and dependent on assumptions, data or methods statements due to various future events,
performance. These statements can be that may be inaccurate or imprecise and risks, and uncertainties some of which are
identified by the usage of words such as hence are not guarantees of future operating, beyond our control. The Company does not
‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, financial and other results. They constitute assume any obligation to update or revise
‘intends’, ‘may’, ‘will’, ‘plans’, ‘outlook’ and our current expectations based on any forward-looking statements, whether
other words of similar meaning in connection reasonable assumptions. The Company’s as a result of new information, future
with a discussion of future operating or actual results could materially differ from events or otherwise.
financial performance.
Stories Inside
Corporate Overview 01-58
Delivering Value to You 1 Our Operating Environment 14 Intellectual Capital 36
Chairman and Managing 2 Meeting the Needs and 16 Social and Relationship Capital 42
Director’s Message Expectations of our Stakeholders Natural Capital 52
A Leading One-Stop Financial 4 Materiality Assessment Report 20 Progressing with Good 54
Services Powerhouse Managing Risks Strategically 24 Governance
Our Diversified Offerings 6 Financial Capital 30 Board of Directors 56
Our Value-Creating 12 Human Capital 32 Awards & Accolades 58
Business Model
Delivering Value to You
As we continue to build our organisation, our strategic Key Operational Highlights :
value drivers play a key role in this endeavour.
These drivers - customer-centricity, geographical reach,
robust technology, brand and strong credentials - R 1,305 Billion Y-o-Y
facilitate us in delivering value to you - sustainably. Assets under Management & Custody 198%
0.8 Million
With a full-service and comprehensive suite of market
offerings on an open architecture model, we handhold Y-o-Y
our customers in taking the right investment decisions Customer Acquired 107%
and democratising access to financial markets.
The business value we deliver is continually maximised
through our accumulated knowledge base, nurturing of R 1,115 Billion
new ideas, strategic tie-ups and partnerships. Q4-FY 2021-22 Y-o-Y
Average Daily Turnover NSE (ADTO) 153%
In our quest to deliver ease, security and transparency,
we continue to ramp up our scale and augment
our digital capabilities. This helps us deliver higher 0.5 Million Y-o-Y
operational efficiency and optimise value creation. Q4-FY 2021-22 Daily Orders 50%
We create value for all our stakeholders – for our
customers through right investment opportunities; 3,329 Y-o-Y
for our shareholders through better returns; for our New Partners 718%
employees by nurturing a growth-oriented company
culture and providing the best workplace environment;
and for the communities around us through our
compassion and creativity.
3 Million
Customer Base
As we move ahead on our journey with an empowered ecosystem, our value delivery
system is geared towards delivering inclusive growth to all stakeholders.
Statutory Reports 60-132 Financial Statements 133-273

Directors’ Report 60 Standalone 133
To read or download this report,
Business Responsibility Report 89 Consolidated 201
please log on to
Corporate Governance Report 97
www.indiainfoline.com
Management Discussion 119
and Analysis
Chairman and Managing

Director’s Message
Our performance in
FY 2021-22, has reinstated
the faith in our strategy,
and we are ready to
conquer new horizons.”
Dear
Stakeholders,
All our business segments have advice, research credentials and conducive monetary policies, the
performed well during the year, market knowledge. Being one of economy has seen steady growth.
due to buoyant capital markets. the largest independent full-service
Growth of all the key metrics (on a broking houses, our motto is to Both BSE-Sensex and NSE-50
consolidated basis) including Total grow in a responsible manner, while witnessed stellar gains since the
Income of ` 13,164 million (up 52%), responding to the dynamic environment pandemic-induced fall in March 2020.
Profit After Tax of ` 3,058 million with agility and speed. We remain As stock markets continued with the
(up 39%) and Average Daily Market committed to delivering value to all our buoyancy, participation of individual
Turnover of ` 787.53 billion (up 166%) investors in the equity markets
stakeholders, constantly.
was impressive. This performance increased. Favorable liquidity in both
is a combined outcome of our digital Capitalising on long-term macro international and domestic markets,
strategy, strong execution skills higher internet and digital penetration
opportunities
and enduring relationships with were other factors fueling this
The last two years can be counted performance. The primary market
our customers. Our performance in
amongst the most challenging ones also witnessed a boom as several
last fiscal has reinstated the faith
in decades. The unprecedented companies, including new age ones,
in our strategy.
health crisis, caused by the novel debuted on the bourses. In recent
“We provide our customers with the Coronavirus, affected lives, livelihoods years, financial assets have become
sweet spot of coffee, where value meets and economies severely. With ease in the preferred and trusted choice for
quality” John Gilbert COVID-induced lockdowns and gradual individuals to invest their money.
resumption of economic activities Despite this, India continues to be an
Our confidence stems from our pillars during the year, ever since India started under-penetrated market vis-à-vis the
of customer-centricity, unbiased its mega vaccination drive, aided by developed countries, indicating ample
2
Corporate Overview
Annual Report 2021-22 Statutory Reports
Financial Statements
headroom for growth. The IMF projects employees to help them reach their full IIFL Securities stands on a
that India would become a US$ 5-trillion potential by undertaking need-based strong foundation and is all
economy over the next five years. learning and development initiatives, set for sustainable growth.
Hence, we believe that the opportunity helping them create a healthy work-life
landscape is vast, both on economic balance and so on. It is not surprising
growth as well as growing penetration
of capital markets.
then that IIFL Securities received ‘Great
Place to Work’ award for the fourth time R 787.53 Billion
in a row in the year under review. Average Daily Turnover (NSE)
Though, the road ahead will be
Growth
marked by quite a few speed breakers. Ready to maximize
Even as the fears of future waves of opportunities by delivering 166%
Coronavirus cannot be ruled out, the value to customers
Ukraine-Russia war is posing newer With decades of market knowledge and
challenges for the world. These include
surging inflation, north-bound interest
investment in world-class technologies,
we help our customers meet their 0.8 Million
rates and tightening liquidity around financial goals. Staying true to our aim Customers acquired
the world. Rising interest rates in of enriching our customer relationships,
developed economies such as the US, Growth
we are further enhancing the level of
can impede the flow of foreign capital ethical practices and transparency in 107%
into emerging economies such as India. our business. At the same time, we
Reducing flows, macro challenges continue to make requisite investments
and geopolitical tensions could hurt in our people and technology
performance of capital markets in capabilities with our gaze fixed firmly
the medium term. In conclusion
on our strategic goals. Leveraging our
intrinsic strengths such as a robust We remain confident of the inherent
Accelerating digital balance sheet, digital product delivery, strength of our Company’s business
“It’s hard to find things that won’t sell strong liquidity and improving RoE, model and the sturdiness of our
online.” – Jeff Bezos we are confident to deliver value to growth story. IIFL Securities stands
all stakeholders. on a strong foundation and is all set
We are developing the most preferred for sustainable growth. I view with
online and device-agnostic broking Supporting our communities, pride the optimism and commitment
platform, providing research-driven delivering value to society displayed by our employees and top
investment assistance to our management team, especially during
“The purpose of the corporation must
customers. Building synergistic testing times. I take this opportunity to
be redefined as creating shared value,
relationships with fintechs plays a extend my thanks to all of them for their
not just profit per se. This will drive the
crucial role on three parameters – diligence. Finally, I would like to thank
next wave of innovation and productivity
creating cost-effective delivery of our external stakeholders including
growth in the global economy.”
various financial products, delivering our customers, business partners,
- Michael Porter
superior customer experiences sub-brokers, investors, regulators and
rating agencies for their unwavering
and driving customer acquisition. Through IIFL Foundation, we continue
support throughout the year.
Keeping this in mind, we have forged to serve the communities we operate
strategic, mutually beneficial tie-ups within. It is our constant endeavor Wish you all good health. Extending our
with several fintechs during the year to maximize our social impact. good wishes to all of you and your
under review. These help us create This approach has enabled us to families during these challenging times.
long-term, sustainable value for our maintain enduring relationships with our
business partners, and eventually for communities, understand their needs, Warm Regards,
our customers. create synergies with them and drive
need-based change. R. Venkataraman
Growth of our people, for our Chairman and Managing Director
people and by our people A look at our non-financial performance
“Always treat your employees exactly during the year indicates that we have
as you want them to treat your best scored well across all capitals, indeed,
customers.” - Stephen R. Covey delivering shared value to all of you.
At IIFL Securities, we are accelerating
Our people are our biggest asset, and focus on our ESG or environmental,
we continue to empower them through social and governance performance
a growth-oriented culture, creating value and are in the process of updating
for them. We work closely with our policies and strategy for the same.
3
A Leading One-Stop Financial

Services Powerhouse
A Rapidly Growing
Financial Services R 13,164 Million
Company Total Income
R 3,058 Million
PAT
R 1,305 Billion
Assets under Management & Custody
2,500+
Touchpoints
500+
Locations we are present in
263+
Stocks covered
800+ 0.8 Million ~4.4 Rating

Relationship Managers Customers acquired One of the highest rated Investment Apps
30+ 780+
Research Analysts Institutional Customers
(Institutional Broking)
2,254*
Employees
R 26,944 Million R 3.0 per share 1.1 Million

Market capitalisation as Dividend Active customers on NSE
on March 31, 2022
9th Rank
In terms of active customers on NSE
All above numbers are for FY 2021-22, unless stated otherwise
* Employee count is for IIFL Securities Limited (Standalone)
4
Corporate Overview
Our Vision
Is to be amongst India’s most respected financial
services companies.
Being an independent and Our core values that helped accomplish our
full-service broking firm milestones and goals
IIFL Securities is one of the largest
full-service retail and institutional
broking houses in India, providing a
full-suite of products and services.
Being a customer-centric company, we

offer research and broking services,
financial products distribution,
institutional research and investment Fairness Integrity Transparency
banking services. Our unbiased advice
through these products is provided via
an open architecture model.
Our strong market edge

What provides us a competitive Our diversified financial products and services includes
market edge is that we are one of
Broking Investment Banking Distribution of Financial Products
India’s leading investment banking
firm, with superior client focus and
solid execution.
We cater to
31.3% Corporates Insurance Companies
Promoter and
Promoter Group
Institutional Investors Alternative Investment Funds
24.2% Foreign Portfolio Investors Trusts

Public and Others
Mutual Funds High Net Worth Individuals and Retail Clients
Our Key Differentiators

Ownership
structure One-stop shop for Enjoys strong brand Powered by robust
retail and institutional equity as a part technology platform
broking, distribution of of the IIFL Group and synergistic
financial products and fintech tie-ups
investment banking
7.3% Strong and Industry veteran backed Excellent research
Foreign Institutional
Investors well-entrenched presence by experienced and credentials backed by
and distribution reach committed manpower in-depth knowledge
37.2% in over 500 towns and at the helm of affairs about capital markets,
Fairfax
cities across India corporates and sectors
(As on March 31, 2022)
5
Our Diversified Offerings

We are a leading player in full-service broking, offering multiple products and services to
investors in various segments. We are armed with a unique combination of superior service,
cutting-edge proprietary technology, advice powered by strong research and credibility, and
unparalleled reach through over 2,500 locations across over 500 cities in India.
RETAIL BROKING
We are a key player in both retail and institutional segments of the capital market. We have over 2,500 points of presence
across India and provide unparalleled research coverage on 263+ companies. Powered by a robust technology platform, we
offer brokerage services, mutual funds, insurance and portfolio management through the open architecture model.
We Offer Operational Highlights of FY 2021-22

Equities (both cash and derivatives), Commodities and 3 Million Customer Base
Currency Broking R 1,305 Billion Assets under Management & Custody
Financial Planning, Depository Participant Services, 2,500+ Touchpoints and Presence in 500+ Cities
Distribution of Mutual Funds and Bonds, Portfolio
9.4 Million Downloads of IIFL Markets
Management Services, Alternative Investment Funds,
Retirement Planning and Estate Planning Segmental Revenue
We Serve R 4,106 Million
Retail and mass-affluent tech-savvy customers
31% of Total Revenue
Our Capabilities
Diversified and customer-centric products through an open
Increasing Brokerage Income (R Million)
architecture model
Full-service and multi-channel retail-led platform 2,363 2,829 2,403 2,144 3,038 4,106
Widespread network
Strong research team
FY2017 FY2018 FY2019 FY2020 FY2021 FY2022
With customer-centricity at our core & trusted relationships at the helm of it, we are
consistently working towards delivering value to all stakeholders. Design thinking,
cutting edge technology, accelerated digital transformation & innovation are our key
pillars of growth for us to realise our vision of “democratising wealth creation in India”.
We will continue empowering our customers with best in class research capabilities
& strengthen the same as we scale. Our in-house development efforts, collaboration
& synergies with the industry leaders across the fintech ecosystem will consistently
enrich the customer’s experience & maximise the value creation throughout the
entire value chain.”
Mr. Sandeep Bhardwaj
CEO
Retail Broking
6
Corporate Overview
INSTITUTIONAL BROKING
With extremely strong research credentials, we are the port of call for most investors. We are one of the leading
domestic institutional brokers with strong execution and block placement capabilities. The institutional broking segment
has over 780+ domestic and foreign clients. We provide comprehensive research coverage, covering over 263 stocks
across 20+ sectors accounting for more than 78% of India’s market capitalisation.
We Offer Segmental Revenue

Broking services
Corporate access
R 1,744 Million
Research support
We Serve Operational Highlights of FY 2021-22

Domestic and Foreign Institutional Investors, Sovereign Team of 30 Research analysts
Wealth Funds, Private Equity Funds and Corporates Presence in 2 countries
780 Active Institutional Clients (Domestic and Overseas)
Our Capabilities
Over 263 Stocks researched
Dedicated sales team in India and New York connecting
investors and corporates
Strong research team with domain knowledge
Corporate Access
For a second year in a row, our flagship Enterprising India 20 specialist speakers, a virtual sector conference focussed
Investor Conference was held virtually. 48 company CEOs on chemicals and a thematic conference on rural recovery.
presented and the event was very well attended. We also We also conducted 26 corporate roadshows and managed
hosted the first physical event in almost two years at 12 client trips during the year.
Chennai. Among other events, we hosted webinars with
FY 2021-22 was a record year for the institutional equities business. Revenues jumped
by more than 30% YoY led by market share gains, improvement in yields, better
product mix and jump in market volumes. Secondary market activity was buoyed up
by large inflows into equity mutual funds. FY22 also turned out to be a very productive
year from a research perspective. The team initiated coverage on 26 companies,
issued 36 IPO reports and produced close to 1,400 research notes. Our research
continues to be ranked among the top.”
Mr. H. Nemkumar
President
Institutional Equities
7
INVESTMENT BANKING
We have an investment banking team looking after banking needs of corporates. Backed by our customer and market
understanding, we are well-positioned in the sector, and continue to leverage our strong distribution reach across all
segments – HNI, Domestic and Foreign Institutions. Our deal pipeline remains robust and we are running multiple
transactions which are at various stages of execution.
We Offer Segmental Revenue

Initial Public Offerings, Qualified Institutional Placement,
Rights Issues, Preferential Placement, Follow-on Public R 1,504 Million
Offer, Mergers & Acquisitions, Share Buybacks, Tender 11% of Total Revenue
Offers and Delisting
Advisory services including private equity placements and
Mergers & Acquisitions Operational Highlights of FY 2021-22
Completed 39 transactions, including 17 IPOs, 7 QIPs,
We Serve 5 debt transactions and 10 advisory transactions
Corporates, Domestic and Foreign Institutional Investors, (i.e., private equity, open offers, preferential
Private Equity Funds, Banks allotments among others)
Continue to see strong momentum in Investment
Our Capabilities Banking business
Customised solutions Filed 3 new DRHPs in Q4; a number of IPOs, private
Strong distribution reach equity and advisory transactions are in various
Strong execution capabilities stages of execution
Industry knowledge
Growing Revenues from Investment Banking (R Million)

361 820 334 334 736 1,504
FY2017 FY2018 FY2019 FY2020 FY2021 FY2022
FY 2021-22 was a prolific year for the investment banking division. The division
completed 39 transactions including 17 Initial Public Offers, 7 Qualified Institutional
Placements, 5 Debt Transactions and 10 Advisory Transactions including private equity
advisory, preferential allotments and open offers. The team has also filed a number of
Draft Red Herring Prospectus for upcoming Initial Public Offers and is currently engaged
in a number of private equity and other capital market transactions which are in various
stages of execution.
The outlook for the next year remains strong. As always, superior client focus, unbiased
advice and solid execution continues to result in high repeat business which is the
Mr. Nipun Goel hallmark of our strategy. We have expanded our product portfolio this year and will
President, continue to do so in the near future. We will build our team and capabilities by investing
Investment Banking in people and processes as we scale up the franchise.”
8
Corporate Overview
Select Transactions (FY22)
QIP IPO IPO

` 5,500 Mn ` 31,492 Mn ` 5,882 Mn
Equitas SFB Vedant Fashion Limited (Manyavar) Data Patterns (India) Limited
Feb 2022 Dec 2021 Dec 2021
BRLM BRLM BRLM
IPO IPO IPO

` 13,357 Mn ` 6,600 Mn ` 20,733 Mn
Rategain Travel Technologies Anand Rathi Wealth Limited Sapphire Foods India Limited
Dec 2021 Dec 2021 Nov 2021
BRLM BRLM BRLM
IPO IPO QIP

` 8,000 Mn ` 56,250 Mn ` 5,100 Mn
S.J.S. Enterprises PB Fintech Deepak Fertilisers

Nov 2021 Nov 2021 Oct 2021
BRLM BRLM Sole BRLM
IPO IPO QIP

` 27,683 Mn ` 12,825 Mn ` 25,500 Mn
Aditya Birla SunLife AMC Sansera Engineering Bank of India

Oct 2021 Sept 2021 Aug 2021
BRLM BRLM BRLM
IPO IPO IPO

` 38,500 Mn ` 12,133 Mn ` 21,437 Mn
Chemplast Sanmar Krsnaa Diagnostics KIMS

Aug 2021 Aug 2021 Jun 2021
BRLM BRLM BRLM
IPO QIP QIP

` 9,086 Mn ` 14,472 Mn ` 18,000 Mn
Shyam Metalics Union Bank of India Punjab National Bank

Jun 2021 May 2021 May 2021
BRLM BRLM BRLM
QIP Preferential Issue IPO

` 5,100 Mn ` 2,509 Mn ` 25,000 Mn
Dilip Buildcon Ltd 5Paisa Capital Ltd Macrotech Developers

April 2021 April 2021 April 2021
BRLM Exclusive Advisor BRLM
9
FINANCIAL PRODUCTS DISTRIBUTION

Aimed at serving retail clients and mass affluent investors, we offer a wide range of third-party financial products such
as mutual funds, insurance, IPOs, bonds, AIF and others. We are well positioned to grow our segment given our superior
research and strong distribution capabilities.
We Offer 42%
Third-party financial products distribution including Mutual Funds
Mutual Funds, Insurance, Portfolio Management Services, 16%
Alternate Investment Funds, Fixed Deposits, Loans, Bonds
Bonds 19%
Others
and Pension Products
We Serve
Retail and mass affluent investors R 170 Billion
Financial
Our Capabilities Products
Wide product portfolio Distribution
AUM
Research
Understanding of customer behaviour
Growing physical and digital reach
Open architecture model
14%
AIF
Segmental Revenue
2% 7%
PMS
R 2,119 Million Loan
Operational Highlights of FY 2021-22 Financial Products Distribution Income* (R Million)

AUM of ` 170 Billion 1,027 1,544 1,804 1,574 1,223 2,119
18% CAGR in SIP Transactions in three years
29% Growth in Insurance Premium
Mutual Fund AUM: ` 71.3 Billion, Y-o-Y increase 38%
FY2017 FY2018 FY2019 FY2020 FY2021 FY2022

*Also includes Income from Insurance
SIP Transaction Count (In Lakh)

0.40 0.85 0.89 0.90 0.91 1.48
FY2017 FY2018 FY2019 FY2020 FY2021 FY2022
10
Corporate Overview
11
Our Value-Creating Business Model

INPUTS VALUE CREATION PROCESS
Financial Capital Value created
Equity Capital ` 11,818 Million Retail broking and distribution
Outstanding Debt ` 6,070 Million

Enabling individuals participate in capital
markets by facilitating right technology tools
Manufactured Capital Institutional broking

Enabling institutional clients with strong
Call Centres 4
research capabilities
Call Centre Executives 239
Investment banking
Enabling corporate clients with fund raising
Intellectual Capital and allocation
Research Analysts 30+ Financial product distribution

Enabling individuals have access to right
Institutional equities team 83
financial products
Capex in technology infrastructure ` 102 Million
Strong brand value and

parentage of IIFL Group
Underpinned by
Human Capital
Employees 2,254
Female Employees 26% Robust technology platform and open

architecture model
Hours of training provided 53,020 hours
Average training hours per employee 15 hours
Customer-centricity and focus on

Social and Relationship Capital wealth creation
Spent on CSR initiatives ` 34 Million
Active retail customers 1.13 Million

Extensive portfolio of offerings
Institutional customers 780 (own + third party)
Natural Capital
Focus on effectively consuming key

Extensive distribution network
natural resources like water and electricity
12
Corporate Overview
OUTPUTS OUTCOMES
Financial Capital
787.53 Billion
Revenue ` 13,164 Million
Increase in average daily PAT ` 3,058 Million

turnover NSE (166% growth)
Earnings Per Share (EPS) ` 10.1
Dividend payout ` 911.58 Million
1,305 Billion RoE 29%

Increase in Total Assets Under
Management & Custody Total assets ` 60,410 Million
(198% growth Y-o-Y)
39 Manufactured Capital
Investment
Tied up with 3,329 new partners to facilitate
banking deals one stop access to all needs
Reach to 500+ locations through

physical network
1.1%
Total market
share (NSE)
Intellectual Capital
Stocks covered for research 263+
2.7% Market capitalisation of stocks covered 78%

Cash market
share (NSE)
Human Capital
Great place to work certified
Social and Relationship Capital
Education of girl child in Rajasthan 32,264 girls enrolled
New customers added 0.8 Million
13
Our Operating Environment

India is seen maintaining its position as the fastest-growing major economy due to strong
investment prospects in the years ahead. IMF projects India’s prospects for 2023 to be
marked up on expected improvement in credit growth, and subsequently, investment and
consumption, building on better-than-anticipated performance of the financial sector.
A growing economy than the corresponding period of FY21 Financialisation of household

India’s economic growth in the current when IPOs collectively raised ` 147,330 savings
year is robust, and is the highest million. Primary market fund raising
The share of financial savings in
among all the large economies, has been greater than what was raised
overall gross household savings has
reflecting India’s resilience and strong in any year in the past decade by
seen a sharp rise in the past few
recovery. The country has been facing a large margin.
years. The year witnessed a period of
the COVID-19 pandemic with great historically low interest rate regime,
resilience and made remarkable
Increasing retail participation
combined with low inflation, which
progress in vaccination, administering The number of demat accounts is leading to a consistent rise in
more than 1.85 billion doses. jumped to 806 lakh in December 2021, financialisation of savings – a shift
from 551 lakh in March 2021 and from physical to financial assets.
The International Monetary Fund from 408 lakh in March 2020. Consumption is expected to double to
(IMF) has pegged India’s GDP growth According to the ICRA report, this
US$ 3 trillion and investment spending
for FY 2021-22 at 8.9% vis-à-vis growth translates into a net addition
will scale up thrice to US$ 1,800 billion
6.6% contraction in FY 2020-21. of 28.33 lakh accounts per month
by 2025. With a big household leverage
However, supply bottlenecks, high in FY 2021-22, more than twice the
cycle, aided by democratisation of
crude prices and rising inflation caused monthly addition of 11.91 lakh in
credit, will be accompanied by further
by Russia’s invasion of Ukraine could FY 2020-21 and 4.1 lakh a month in
financialisation of savings.
have a negative impact. IMF slashed FY 2019-20. Average daily turnover
Its growth forecast for FY 2022-23 jumped 126% to ` 63,070 billion
An under-penetrated financial
to 8.2% as it expects higher oil prices during the first nine months of
market
to weigh on private consumption FY 2021-22 from ` 27,920 billion
and investment. in FY 2020-21 and ` 14,390 billion India continues to be a hugely
in FY 2019-20. An increased retail under-penetrated financial market
Improving regulatory landscape participation is expected, which can be compared to the rest of the world.
attributed to buoyant stock markets. As on December 31, 2021, only 806 lakh
Regulation of capital markets has
Declining savings avenues amidst low Indians have demat accounts, which
been important for development and
interest rate regime and increase in is about around 3.7% of the country’s
growth. The capital market regulator
SEBI has been very proactive towards global liquidity will lead to increased population, indicating plenty of room for
the growth and development of the interest by individual investors. the stock markets to penetrate further.
public markets with principles of This presents immense opportunities to
investor protection, particularly retail Traction in stock broking tap investors’ savings and channel them
investors, at the forefront of any industry into the financial markets.
changes being proposed. The year The stock broking industry witnessed
FY 2021-22 was concluded with a bang a record run in the past year with stock Increasing digitalisation
in respect of regulatory changes relating indices more than doubling since India is witnessing increasing
to peak margin, pledge/unpledge and the COVID-19 mayhem commenced digitalisation with people getting
preferential issues. in March 2020, scaling new life-time greater and easier access to financial
highs. In FY 2021-22, the industry services. This led to a shift in
IPO market performing well reported 30% top line growth at around consumers’ financial behaviour from
Tremendous response by all categories ` 28,000 crore, according to an ICRA cash to e-wallets and UPI. The rise
of investors in IPOs reflected report. The industry is expected to of fintechs has accelerated financial
confidence in markets and in corporate register improved performance in the inclusion. Since the onset of COVID-19
sector performance and Indian next few years supported by healthy in March 2020, need was felt for a
economic prospects. According to the participation of retail investors and digitally-led and knowledge-driven
Economic Survey 2021-22, a cumulative favourable liquidity in the international financial services firm to become a
of ` 890,660 million was raised during and domestic markets and higher leading-edge player in a competitive and
April-November 2021, much higher internet penetration. tech-driven industry.
14
Corporate Overview
Reinforcing our Market-Leading Position
A strategy focussed on
Digital Technology Research Analytics
S1 S2 S3 S4 S5
Focus on Platform and Strong Rich Growing
experience systems research engagement Responsibly
and ecosystem base and analytics
SO1.1 SO3.1 SO5.1
To build the most preferred online To provide research-driven advisory To identify and adopt superior ESG
broking platform assistance to customers practices and serve all stakeholders
in the best way
SO1.2 SO3.2 SO5.2
To build synergistic relationships with To continue having excellent research To create a strong foundation for
fin-techs and deliver experiences credentials with strong market effective management of ESG matters
that form habits knowledge base and to integrate them into our
business strategies
SO2.1 SO4.1 SO5.3
To create a device-agnostic platform that To get a global view of customer To undertake every measure possible to
serves the user’s lifecycle behaviour and data focus on responsible use of resources
through energy and water conservation
and to minimise our carbon footprint
SO2.2 SO4.2
To enable product personalisation To nudge product decisions based

meet user needs on analytics SO=Strategic Objective
15
Meeting the Needs and

Expectations of our Stakeholders
We engage closely with our stakeholders throughout the year to understand their needs
and concerns. These conversations provide us with valuable feedback and an outside-in
perspective of our business.
The insights are recorded and considered, while making important decisions across our
businesses. These dialogues help us in creating long-term, sustainable value for all our
stakeholders. During the year, we engaged with our internal and external stakeholders to
identify the key issues that are material to them.
Engagement Engagement Important Emerging

Stakeholder KPIs
mode frequency matters matters
Customers Corporate website Daily Trust Personalised Customer

Toll-free number Weekly Data & cyber offerings and retention rates
security inclusion Total number of
Digital platforms Monthly
Quality of customer Transparency in active customers
Social media Annually
service service and product Number of new
Customer information
Investment in new customers added
relationship
technologies Sustainable NPS score
managers
solutions
Customer Number of
Customer rights & customers using
satisfaction surveys
grievances online/digital
Media campaigns &
After sales support platforms/apps
advertising
and management Customers active
Knowledge seminars of services for over 5 years
& events
Product efficiency,
Email differentiation and
quality
Ethical marketing
practices
usiness
B One-to-one meeting Daily Maintaining Risk Management Number of
Partners & with the top Weekly relationships Policies business partners
management Growth Legal Compliance and vendors
Vendors Monthly
Product/process opportunities Safety of Business partners/
Annually
trainings for new and Quick and efficient infrastructure and vendors active
old partners payments managed facilities over 5 years
Industry Speak Quick response to Sustainable Number of
and Product Team queries merchandise & business partners/
Webinars for product events vendors trained
updates
Workforce
Channel partner practices and
meets welfare
Conferences and Diversity & Social
Forums inclusion
Written Resource
communications and waste
Engagement portal management
Responsible
procurement
Pricing and
Payment Terms
16
Corporate Overview

Stakeholder KPIs
Employees Review meets Daily Training & Employee Total number of

Town halls Weekly development Retention employees
Employee surveys Monthly Grievance redressal Human rights and Number of women
Reward & social investment employees
Learning & Annually
Recognition in employees Attrition rate
Development
initiatives Employee Work-life balance, Women
engagement flexible working employees in
Newsletters & portals
activities Performance management roles
Discussion with
Career progression evaluation Gender pay parity
senior leaders
Gender pay equity Number of
Engagement
and increased employees trained
initiatives/offsites
women in
Employees
management
covered under
Workplace benefits such
environment and as maternity/
conditions paternity leave,
Employee physical insurance, etc.
and mental well ESOPs
being
Employee
complaints filed
and resolved
Rating Presentations Event- Liquidity and risk Affordable Credit rating
Agencies & & written based management, and products and ESG rating
communications risk mitigation services
Lenders Interest coverage
Online meetings strategies ESG reporting & ratio
on strategy, Growth plans transparency of
Servicing of debt
financial plans, disclosures
risk management, Key financial
Assessment of
& other business- metrics
ESG Risks
related updates
Stakeholder
Management
Regulatory Industry associations Weekly Market credibility Adherence to Tax payments
Bodies Corporate Annually Contribution to sector specific Compliance track
Presentations policy formation regulations record
Event-
Written based Industry Development of Number
Communications discussions green finance & of industry
infrastructure associations
One-to-one meetings Ethical practices
Programs Trainings on
Contribution to
to cultivate latest regulations
exchequer
responsible to internal
workplace and external
practices for stakeholders
self and other
Carbon footprint
stakeholders
ESG performance
Regulatory
development
towards a low-
carbon economy
Promoting
sustainability
reporting in India
Advocating ESG
integration with
financial reporting
Timely tax
17

Stakeholder KPIs
Shareholders Annual General Quarterly Brand reputation Growth & Market

& Investors Meetings Half-yearly and trust expansion capitalisation
Roadshows/Sector Annually Strong, consistent Operational Dividend payout
specific conferences financial & resource Financial
Event-
Investor and Analyst performance efficiencies performance
based
meets, Conference Share price Net-zero ESG performance
calls performance & commitments
Business growth
Annual Reports dividend payment Steps towards
Investor Strong risk circular economy
Presentations, management Climate change
Yearly and mechanism & carbon pricing
Quarterly Earnings Business strategy strategies
Update, Company Governance, ethics Sustainability
announcements & transparency performance &
Company website Stability & security tracking, including
Media Releases of IT systems global sustainability
rankings & indices
Reporting
standards
Communities CSR initiatives Daily Social Livelihood Number of

Empowerment Weekly empowerment opportunities beneficiaries
programs Annually Inclusive growth Resource Number of
Conservation & locations covered
Recycling Number of
Supporting local programs
communities by CSR spends
grants, etc.
Number of women
Carbon offset beneficiaries
measures
Social impact of
Measurement of CSR projects
Carbon impact
relevance for
Executive Board
compensation
Advocating best
practices in
sustainability
Net positive impact
on Bio-diversity
18
Materiality Assessment Report

Stakeholder engagement and materiality assessment are the crucial first steps for any
organisation looking to enhance its ESG practices. A materiality assessment helps it
in identifying and prioritising “material issues” to the business and the stakeholders.
This exercise helps the organisation in efficient decision-making and in framing sound
mitigation practices for its key material issues. PwC undertook the stakeholder engagement
and materiality assessment exercise for IIFL Securities and identified the material issues for
us. Material issues have the most impact on the Company’s ability to create long-term value.
Materiality assessment at IIFL Securities

Four-step materiality analysis process
Pooling of sustainability issues

Pooling of sustainability issues
Very High
1
from reporting frameworks and
4 2 3 sustainability trends
5
6
7 Prioritisation
Importance to stakeholders
Prioritisation of the top issues

8 based on stakeholder surveys
9
and benchmarking
High
10
11
Finalisation
14 12 13 Finalisation of top 16 material
15 issues from the major issues
16
Medium
Validation
Validating the scope, targets
Medium High Very High and period for each issues
Importance to IIFL Securities
Material issues for IIFL Securities

Very High High Medium
1. Data security and privacy 7. Ethics and Code of Conduct 11. Employee health and safety
2. Board and Corporate Governance 8. Community relations 12. Diversity & inclusion
3. Risk management 9. Energy management 13. Water management
4. Products and service quality 10. Climate change strategy 14. Waste management
5. Customer relationship management 15. Responsible investment.
6. Talent attraction and retention 16. Human rights
20
Corporate Overview
Material Associated Impact Key Stakeholders Key Capitals

Significance of material topic SO
topic disclosures boundary involved involved
Data Security GRI 418: Large part of our business � Customers

and Privacy Customer is conducted online and we S1
� Employees
Privacy have confidential and sensitive
information of our customers.
MSCI S2
Thus, it is highly important for us to
BRSR maintain high standards of security
and protection, avoiding misuse of
data.
To this end, we follow a well-
defined policy on data security and
privacy. We have embraced a data-
centric security strategy.
Board and GRI 102: Ethics It is our constant endeavour to Shareholders

Corporate and integrity, keep enhancing our corporate and investors S5
Governance governance governance and ethical business Rating
practices, by benchmarking against Agencies &
GRI 205:
best practices of domestic and Lenders
Anti-corruption
global peers.
Regulatory
GRI 206: Independent Directors form over bodies
Anti-competitive half of our Board of Directors,
behaviour Customers
enabling superior guidance and
monitoring. Employees
MSCI
DJSI
Risk GRI 102: In a constantly evolving and Shareholders

Management General dynamic world, the importance of and investors S5
risk management has increased Regulatory
Disclosures
manifold. bodies
SASB We follow prudent risk Employees
management practices. We are
Business
exposed to several financial
partners and
and non-financial risks and
vendors
opportunities. Therefore, risk
management is aimed at
optimising the risk-return equation.
We have started analysing ESG
risks as part of our enterprise risk
management framework.
Products GRI 417: We are committed to provide best- Customers

and services Marketing and in-class products and services to S1
Employees
quality Labelling our customers.
Regulatory
BRSR Our focus is on ensuring enhanced bodies S2
consumer communication and
Business
awareness is undertaken.
partners and
We integrate trainings and vendors S3
awareness programs in our
business activities.
S4
Customer BRSR Our aim is to create superior Customers

Relationship customer experiences, create value S1
Employees
Management for customers and build customer
loyalty.
S2
To this end, we have adopted
all-encompassing customer
relationship practices. These
include customer satisfaction
surveys and studies, customer
grievance redressal mechanism,
upgradation of products basis the
survey results, etc.
21

Talent GRI 401: Our people are central to our Employees

Attraction and growth as well as survival. S5
Employment
Retention We follow robust practices on
GRI 404: Training recruitment, trainings, incentives
and education and benefits, performance
development, etc.
DJSI
Our holistic approach is crucial in
retention of talented employees.
Ethics and GRI 102: Ethics The values of fairness, integrity and Shareholders
Code of and integrity transparency are deeply embedded and investors S5
Conduct in our ways of working. Regulatory
SASB
We have well defined code of bodies
DJSI conduct which streamline our Customers
processes efficiently.
BRSR Employees
We have specific policies to curb
money laundering, insider trading
and encourage whistle blowing with
the company.
Community GRI 413: Local We work closely to ensure Communities

Relations Communities growth and development of the S5
communities we operate in.
BRSR
IIFL Foundation focusses on
the areas of health, education,
livelihood and poverty alleviation for
this purpose.
Energy GRI 302: Energy Being in the financial services Shareholders

Management sector, our energy consumption and investors
BRSR
is lesser than manufacturing Regulatory
companies. bodies
However, we are aware of the Employees
pressing need for conserving
nature and natural resources.
Hence, we keep exploring
and adopting practices and
mechanisms to optimise energy
management across our branches
and offices.
Climate GRI 302: Energy Climate change is the harshest Shareholders

Change truth facing the world today. and investors S5
GRI 305:
Strategy While risks of climate change Regulatory
Emissions
are well known, it also provides bodies
DJSI opportunities for efficiency, Employees
innovation, and growth.
BRSR Customers
Our climate change mitigation
strategy is two-pronged. One is to
reduce the carbon footprint of our
operations across all locations. And
second is to promote responsible
investments, provide ESG ratings
and so on.
22
Corporate Overview

Employee GRI 403: Being a financial services company, Employees

health and Occupational there are no occupational health S5
safety health and safety hazards faced by our company.
DJSI However, we believe it is extremely
important to promote employees
BRSR to maintain their emotional, mental
and physical well-being.
To this end, we have several
initiatives in places including
sessions with health experts,
medical benefits, etc.
Diversity and GRI 405: Diversity We encourage diverse and inclusive Employees
Inclusion and equal workforce as together they can S5
opportunity generate unique ideas, enhance
all-round development and drive
SASB
efficiency across the organisation.
Our workforce comprises people
across different cultures, skill sets
and capabilities.
Water GRI 303: Water While our direct environment Shareholders

Management and effluents footprint is negligible, we are and investors S5
exploring ways and means to Regulatory
BRSR
enhance efficient consumption of bodies
water across our locations.
Employees
Waste GRI 306: Waste We are exploring best practices for Shareholders
Management segregation, recycling and reusing and investors S5
BRSR
wastes at our location. Disposal Regulatory
of e-waste is another focus area bodies
for us.
Employees
Responsible MSCI We are exploring opportunities Customers

Investment in ESG ratings, responsible S2
Shareholders
investment and other areas on the and investors
product side which can help us
Employees S5
support companies that are highly
ESG compliant.
Human GRI 412: We are committed to embrace best Employees

Rights Human Rights people practices, to ensure highest S5
Regulatory
Assessment compliance with human rights laws bodies
applicable to us.
BRSR
We are evaluating ways and means
to enhance our practices in this
area.
Outside the organisation

Within the organisation
23
Managing Risks Strategically

Our integrated risk management system centrally manages company-wide
material risks and implements a range of initiatives to hedge and control
them. We coordinate with related divisions, identify these risks in the light of
the frequency of their occurrence, expected damage and risk tolerance and
take corresponding measures to solve them.
Risk management plays a key role in implementation of our strategies and is integrated seamlessly
across all our business operations. IIFL Securities’ risk management and internal control framework are
based on its Enterprise Risk Management Framework (ERM). We take a holistic view of risk management
and undertake an enterprise-wide risk management approach under the ERM framework. We believe that
ERM provides a sound foundation to ensure that the risk-taking activities across the business are in line
with our business strategies, the risk appetite approved by the Board and the regulatory requirements.
Additionally, risk management and internal controls significantly contribute to the prompt identification
and adequate management of strategic, market and business risks. They also enable us to achieve
operational and financial goals and comply with applicable legislations and regulations. The objective of
our risk management process is to optimise the risk-return equation and ensure meticulous compliance
with the laws, rules and regulations applicable to our business activities.
At IIFL Securities, we seek to foster a strong and disciplined risk management culture across all our
business departments and within all levels of the employees.
Our products and processes continued to fulfill the expectations of our customers and
we successfully aligned all our processes as per the needs of the various applicable
regulations. Our customers reposed faith in our services and rewarded us with a
positive Net Promoter Score last year. We enabled various services to our customers
wherein they could access information or transact in real-time mode with us. We have
also now adopted the Enterprise Risk Management framework for all business units
of the organisation. We would continue to focus on designing robust platforms and
processes for effective, scalable and error-free delivery of services to our customers as
per their needs.”
Mr. Narendra Jain
Whole Time Director
24
Corporate Overview
Our Risk Management Framework

Through our well-defined risk management processes, we manage all major risk classes – Operational Risk, Technology
and Information Security Risk, Compliance Risk, Market Risk, Human Resource Risk, Reputational Risk and Asset Risk.
Risks and Mitigation Actions
Key capitals
Risks Mitigation actions
impacted
perational
O The Company has in place risk management policy in accordance with SEBI/Exchanges’ norms
Risk and the same is updated for any regulatory changes from time to time and communicated
internally as well as to the clients. The same is made available on our online portal. The basic
principle being that the clients’ funds/securities and settlements with the stock exchanges
are totally segregated from that of funds/securities of the broker and the same is monitored/
reported through stock exchanges’, Depositories and SEBI on a continuous basis. IIFL Securities
meticulously ensures maintenance of the above and monitors on a daily basis through its systems
involving back office, accounts and compliance.
As per the regulatory requirements, securities are accepted as margins only in ‘Margin Pledge’ form
and not accepted as transfer from clients’ account.
Periodical settlement of funds/securities is ensured through automated process in accordance

with prescribed regulatory norms. As the securities are held in clients’ own account with margin
pledge, the settlement is not applicable.
echnology
T As part of the operational risk management framework to manage risk to systems, networks
and and databases from cyber-attacks and threats, company has formulated a comprehensive Cyber
Information Security and Cyber Resilience policy in accordance with the SEBI circular. As per the policy, system
Security Risk audit is undertaken by exchange/depositories’ recognised auditors on a periodical basis and their
reports along with necessary action taken reports are reviewed by the Audit Committee.
Management periodically reviews various technology risks such as protecting sensitive customer
data, identity theft, cybercrimes, data leakage, business continuity, access controls, etc.
Company has put in processes, systems and tools for ensuring vigilant monitoring, audit logging
and suspicious activity reporting.
The Company has implemented tools for mitigating various security risks - privileged identity
management to control privilege access, advanced malware detection and protection, end-point
encryption, mobile device management, network firewall to protect from cyber-attacks, web
application firewall to protect from hacking, web secure remote access from non-office network,
brand protection to protect abuse of IIFL Securities’ Brand and secured internet access.
Cyber insurance cover has been obtained to protect against financial loss.
Initiatives are taken to automate the processes to reduce the risk of manual error and frauds.
The Company successfully completed the ISO 27001:2013 annual re-certification in December 2021.
Human IIFL Securities has taken several actions to ensure that the talent pipeline for the Company is
Resource strong especially when it comes to key management positions. IIFL Securities has been able to
Risk attract top notch talent from MNC and Indian corporates wherever required to supplement our
existing management capability.
The Company also has a strong focus on ensuring that employees are adequately trained in their
job functions and on all compliance-related trainings.
The HR function also ensures all statutory compliances with labour laws and other relevant
statutes and ensures that strong background screening standards are in place to minimise any risk
of fraud from incoming employees.
Training and certification requirements have been laid down for relevant personnel.
25
Key capitals
impacted
Compliance The Company has a full-fledged compliance department manned by knowledgeable and well-
and Legal experienced professionals in compliance, corporate, legal and audit functions. The department
Risk guides the businesses/support functions on all regulatory compliances and monitors
implementation of extant regulations/circulars, ensuring all the regulatory compliances, governance
and reporting of the Company.
The Company has put in place adequate systems and controls to ensure compliance with anti-
money laundering standards. Automated alerts systems, analysis and reporting of any suspicious
transactions to FIU etc. are instituted. Besides, the entities are also registered with US-IRS under the
Foreign Account Tax Compliance Act (FATCA), wherever applicable, in compliance with regulatory
requirements.
The Company has instituted special purpose audits for multiple functions such as verification/
concurrent audit of KYCs, depository operations etc., broking systems audit, cyber security audit,
portfolio management audit among others.
The Company has in place adequate Insider Trading policy as per extant regulatory guidelines
and circulars for administering the same. The same were further enhanced in line with updated
regulatory requirements.
The Company has implemented business-specific compliance manuals, limit monitoring systems
and AML/KYC policies and enhanced risk-based supervision systems. In insurance broking
business, the Company has strengthened the systems, processes, controls, audits and monitoring
during the year and has enhanced IRDA qualified marketing sales people, policy proposal
documents, customer servicing, branch operations & control and the accounting, etc. The Company
had also instituted specific internal audit to verify the internal process/systems of insurance broking
and has initiated to ensure that the functioning and the rectifications on regulatory prescriptions
are properly implemented across the entire business. The report of the same and the action taken
is also reviewed by the management and the Board periodically. The Company has in place an
effective process for examination and handling, tracking, monitoring and review of legal cases
filed against the Company as well as filed by the Company. The Company has also in place policy
covering the process of handling legal cases, provisioning and contingent liabilities on legal cases.
Most of the cases relate to client servicing, and are effectively handled with our systemic records/
documents and communications through exchange arbitration mechanism. Other cases mainly
relate to leave & licence, labour court, shops & establishment etc. which are handled through the
respective courts. In regard to regulatory notices/order etc. by Exchanges/SEBI/IRDA etc. necessary
appeals are initiated before Tribunals/Courts, etc. In case of any adverse orders, necessary
appeals/revision are filed in the higher courts. The status of cases is reviewed by the management
periodically as well as reviewed by the Audit Committee/Board on a quarterly basis.
In the year, compliance with corporate acts, including Companies Act, SEBI Act, FEMA, Securities
Contracts (Regulation) Act and Rules, Insurance Act, and so on was verified by independent
secretarial auditors of the holding company and major subsidiaries, during the year. Their reports
and recommendations were considered by the Board and necessary implementations have
been initiated.
The compliance requirements across various service points have been communicated
comprehensively to all, through compliance manuals and circulars. To ensure complete involvement
in the compliance process, heads of all businesses/zones/area offices and departments across
businesses/entities submit quarterly compliance reports. Besides, the internal auditors also verify
the compliances as part of their audit process. The compilations of these reports are reviewed by
the Audit Committee/Board and are also submitted to the regulatory authorities, periodically.
26
Corporate Overview
Key capitals
impacted
Market Risk The Company aims to mitigate inherent market risks by using sound investment policies, dedicated
product advisory teams, Investment Committees, requirement of investment justifications and
regular monitoring of performance. While the clients’ trading and the settlement risks are managed
and monitored through the centralised risk management systems as per SEBI/Exchange norms.
The same are meticulously complied.
Reputation Over the years, the Company has fostered a culture that enables operating managers to say
Risk ‘No’ to poor quality business and eschewing from adopting short cuts and stopgap alternatives.
In addition, it has in place stringent employee code of conduct and trading guidelines, which are to
be followed by every employee. The Company’s policies and processes ensure close monitoring
and strict disciplinary actions against those deviating from the same.
The organisation pays special attention to issues that may create a reputational risk. Events that
can negatively impact the organisation’s position are handled cautiously ensuring utmost
compliance and in line with the values of the organisation.
Financial/ Company’s asset & liabilities and liquidity positions are closely monitored by the management of
Asset Risk the Company on a continuous basis.
While the clients’ funds and securities are handled in a completely segregated manner as per SEBI/
Exchange prescribed guidelines, any shortfall in the settlement to the exchanges are met through
own or borrowed funds as permitted by the regulator.
Surplus funds of the Company are invested mainly in the committed investment/Liquid mutual
Funds/Bank deposits, etc. from time to time and are monitored on a regular basis.
The commercial rent yielding premises are monitored with respect to due rental receipts and other
charges etc. receivable from the various parties on regular basis.
All properties’ title deeds and agreements are in safe custody of the Company.
All the properties including the premises of the Companies are fully insured through office umbrella
policy. Besides the Company as a process has adequate and mandatory insurance coverage
through Directors & Officer policy, Brokers indemnity policy, Employee Group Insurance policy, IRDA
professional indemnity policy, etc. which adequately insures the business and assets.
The status of all the above are review by Audit Committee/Board on periodical basis.
Risk Culture Risk management is integral to the Company’s strategy. A strong risk culture is designed to help
reinforce resilience by encouraging a holistic approach to the management of risk throughout
the organisation.
The Company has, over the years, invested in people, processes and technology to mitigate the
risks posed by the external environment. A strong risk management team ensures that risks are
properly identified and addressed in a timely manner to ensure minimal impact on the Company’s
growth and performance. The Company has developed the necessary competency to identify
early stress signals and has also defined processes, including corrective and remedial actions as
regards people and processes, for mitigation to ensure minimum damage.
In accordance with the requirements, the entire risk management system regarding clients trading,
exposure limits, margins, collection of margin/pay-in of funds/securities are administered through
automated process and it is managed through centralised risk team. The monitoring of client level
risk positions is carried out on real-time basis and necessary risk actions as and when required are
initiated wherever required.
Risk alerts are communicated to the clients through online systems as well as through SMS,
Branches, RMs etc. to ensure smooth client communication and operations.
In the broking business, the Company has put in place robust surveillance & risk management
systems and has implemented graded surveillance measures implemented by the exchanges.
Further, it has also implemented enhanced risk-based supervision as stipulated by SEBI.
27
Key capitals
impacted
Governance IIFL Securities’ governance structure is strengthened with a well-diversified Board, with majority
Risk of Independent Directors having broad range of experience and expertise in various fields.
IIFL Securities has various policies in place and also designated Committees for reviewing and
monitoring the implementation of the same. Awareness on the policies is created amongst
the employees through various online modules/webinars. IIFL Securities is committed to fair
disclosure of information to all its stakeholders and towards this the Company has adopted a
Code of practices and procedures for fair disclosure of unpublished price sensitive information.
Further, IIFL Securities being a regulated entity, is subject to various audits periodically.
Climate Climate change is a significant global risk and entails physical risks (damage to property and
Change Risk assets from extreme weather events) as well as transition risks (likely effects on value of
financial assets and liabilities while aligning to a low-carbon economy). At IIFL Securities, we are
committed to becoming a truly sustainable organisation. We are recording the emissions of our
premises and are exploring initiatives that can be implemented to reduce our carbon footprint.
We are developing an ESG (Environmental, Social and Governance) policy to address this risk in a
comprehensive manner.
Third Party The organisation has implemented a robust vendor risk management framework. IT and Security
Risk Risk assessment is carried out before vendor is onboarded in organisation and reported issues
and risks are closed before going live. Audit is carried out once a year for critical vendors and
for non-critical vendors audit is carried out once in 2 years. Vendor risk status is presented to
top management and various management committee meetings. Based on severity of the
engagement, risk profiling is done.
28
Corporate Overview
Overview
of Our Capitals
29
FINANCIAL CAPITAL
Managing Funds Prudently,
Delivering Profitable Growth
Material issues involved We ensure efficient management of funds and employ
Board and Corporate capital to grow financial assets of our customers across
Governance
investment banking, AIF as well as retail and institutional
Ethics and Code of Conduct
equities. With this, we create and deliver long-term value for
our shareholders, enabling and encouraging an environment
of trust and long-term partnership.
Deep knowledge across asset classes helps us bring the best advice to our clients. During the year, we sought to execute on
our growth strategy through efficiencies and improving our return on equity.
Total Revenue (R Million) Assets under Management & Custody (R Billion)

8,756 7,900 8,676 13,164 286 235 437 1,305
3-year CAGR: 3-year CAGR:
170
15% 66%
122
78 85
208 150 315 1,135
FY2018-19 FY2019-20 FY2020-21 FY2021-22 FY2018-19 FY2019-20 FY2020-21 FY2021-22
Custody Assets Financial Products Distribution
FY 2021-22 was an exemplary year for IIFL Securities. Our profit after tax was the
highest since listing, we grew our margin funding book and maintained a robust liquidity
position. Our resilient business model enabled us to continue generating healthy free
cash flows. Consequently, our return ratios remained one of the best in the industry.
This performance is an outcome of our prudent approach to managing finances, while
balancing the fulcrum between investments made into and returns generated from our
business. We are confident of maintaining our financial profile and rewarding investors
in the future.”
Mr. Ronak Gandhi

Chief Financial Officer
30
Corporate Overview
PBT (R Million) Profit After Tax (TCI) (R Million)

2,581 3,015 * 2,847 4,021 1,721 2,321* 2,210 3,057
16% 21%

*Including exceptional items *Including exceptional items
Retail Brokerage Income (R Million) Average Daily Turnover (BSE+NSE) (R Billion)

2,403 2,144 3,038 4,106 177.7 200.7 295.9 788.1
20% 64%
DP Assets AUM (R Billion) Dividend per share and dividend payment ratio
208 150 315 1,135 1.10 2.0 1.0# 3.0
3-year CAGR: 33%
30%
76% 24%
14%
Dividend per share (R) Dividend payment ratio (%)
#
Additionally, the Company had also paid R1,058 Million (incl. tax) to
buy back 17 Million shares
Return On Equity (%) Net Worth (R Billion)

25% 29%* 24% 29% 7.3 8.8 9.7 11.8
3-year CAGR:
17%

*Including exceptional items
Earnings Per Share* (R) Book Value Per Share (R)

5.4 7.3* 7.0 10.1 22.9 27.5 32.0 38.9
23% 19%

*Including exceptional items
31
HUMAN CAPITAL
Building an Engaged and
Productive Workforce
Material issues involved The IIFL Securities team of 2,254 employees is our most
Talent attraction and retention valuable asset, as it propels the Company forward through
Employee health and safety their competencies, accumulated knowledge base and
Diversity and Inclusion skills. While promoting inclusivity and diversity at the
Human rights
workplace, we provide our people with a safe and supportive
work environment.
In a dramatically changing business environment, with diversifying customer values and market characteristics, it is inevitable
to raise the competitiveness of IIFL Securities’ human capital. Accordingly, we have been revising our human resources system
by placing a framework for encouraging personal transformation, and supporting the performance and growth of each and
every employee.
We continue to pursue a consistent workplace strategy and seek to further develop our diverse talents, while enhancing our
strength in human resources. Enabling diverse individuals to grow and maximise their expertise as we build an organisation
that leverages unique abilities is our key objective.
The Human Resource Department is determined to align with business, implement digital solutions, and build a strong culture
of transparency and service orientation within the organisation. During the year, we continued to put in place people-friendly
policies and practices and focussed on adopting best HR practices.
2,254 177 463 31

Employees Engineers MBA Graduates Chartered Accountants
Today and in the Future, the single most competitive edge for any organisation is its
“people”. At IIFL Securities, our endeavour has always been “People First Approach”.
With focus to transform our retail broking business into a tech-led investment platform,
we built robust hiring strategies to bring on board the best of Talent. Talent Management
and Talent development will play a pivotal role for our future growth. As competition
intensifies with new entrants, our strategies will focus on retaining key talent by building
apt compensation, rewards and recognition systems. Creation of innovation hub, peer
group mentoring, world class training and certifications and intrapreneurial opportunities
will be a part of our human resources strategy as we aim to become the sources of the
Mr. Deepan Raje best talent in the industry.”
Head
Human Resources
32
Corporate Overview
Credibility
Fairness Respect
nagemen
Ma t
Co
llea rk
gues Wo
Camaraderie Pride
Employee’s
TRUST
Attracting and Retaining Talent the management discusses the training and development programs.
The Company continues to attract Company’s overview, goals and future Specific learning and development
professional and experienced talent plans, opportunities and challenges. programs conducted through on-the-job
from various sectors including BFSI, The session is then opened to live training and rotation make employees
Technology, Software and several questions from employees which more updated with new technology.
start-ups. This helps us create are answered by the management. The Company has a dedicated training
a transparent, meritocratic and This helps the employees to align and development team which caters
performance-driven culture. With the with the Company’s overall vision, to the areas of providing knowledge,
right leadership at the helm, we are able receive clarification or bring to the building skills and supporting in
to attract and create a professional management’s notice any concerns, areas of functional and technical
team driven by a sense of purpose. and help enhance management development. The Company is making
connect across hierarchies. use of multiple learning methodologies
Towards achieving employee retention like e-learning modules, video-based
and employee job satisfaction and Training & Development modules, simulation learning, and
creating effective retention strategies We help our employees acquire new mobile-based micro learning to
to decrease turnover, we have individual skills and sharpen the existing ones, support employees in their quest for
performance measures (“IPMs”), besides also conducting organised professional development.
various feedback mechanisms to guide
our employees from time to time.
53,020 15
Management Connect Aggregate training hours Average training hours per employee
Considering the importance of
management interaction, the
Chairman has a periodic live connect 70 male : 30 female
session with all employees through Gender-wise training hours
Facebook @ Work. During this session,
33
At IIFL Securities, learning happens

right from induction of an employee
to functional training and refresher
courses. Digital learning is developed
and deployed online, and is well
supported by technology enablers,
to enhance the user experience on
anytime, anywhere learning.
Sensitivity towards driving a compliant

business is ensured through learning
aids/modules covering topics. A mobile
app is being developed to cater to
the learning requirements of remote
employees who are currently a part of
the organisation.
Modules in Learning
Management System Technology Enablement single system. Adrenaline is used as a
Anti-Money Laundering We have integrated Hirecraft with one-stop employee interface for all their
our internal software, i.e., Adrenalin human resources-related requirements.
Information Security
which has facilitated our employees The system is accessible 24X7 through
Prevention of Sexual Harassment Intranet and also on a mobile app.
to access all features and activities
Insider Trading
from on-boarding to exit through a
Anti-Corruption and Bribery
Leadership Development
Leadership interactions and webcasts continue to be leveraged to inspire and motivate the employees.
Senior Management Townhall: Facetime Live with Business Heads:

A live Townhall is conducted every As employees continued working from
month as ‘Ask Venkat’. While the home during the COVID-19 lockdown,
employees pose questions to the live sessions were conducted by leaders
Chairman, he shares this thoughts, to interact and motivate employees, and
vision and direction. The senior to share their thoughts and key updates.
management also conducts similar Their achievements were virtually
sessions in their respective businesses celebrated and best performers were
to channelise the efforts of the team also announced.
members in the right direction.
Employee engagement
IIFL Securities believes in engaging its areas where improvement is needed. training on how to hone their skills
workforce and grooming them to help The scores of the engagement survey and competencies as well as special
them become “leaders of tomorrow”. are tracked to monitor improvement. learning & development initiatives to
Through our annual survey ‘Pulse’, help them meet career aspirations.
we have been seeking employee A special fast-track program was Monthly, quarterly and annual rewards
feedback, which enables us to continue formulated for high-potential & recognition programs are organised.
doing things going right, and look at employees. This initiative includes Monthly spot cash incentive schemes
34
Corporate Overview
(“MSCI”), rewards and recognition Festivals and Events organised We understand that employees who are
programs are conducted to not only Diwali engaged are more likely to be motivated
appreciate the exemplary contributors, and committed to work. They lead to
Navratri
but also make it aspirational for the long-term employee retention, higher
others to leverage their potential. Christmas levels of productivity and improved
The high-potential employees are Women’s Day quality of work. Engaged and satisfied
awarded through the CMD Awards. Men’s Day employees are also the best to interact
with the customers. This leads to
Health and Fitness programs
Other engaging events such as sports, achieving our business goals and
cultural and festive celebrations and Mental Health – Live Webinar helping drive the organisation forward.
contests are conducted regularly. Zumba Friday We are constantly working to create
This is aimed at helping the employees Healthyfyme an environment that encourages
de-stress, improve team bonding employees to care deeply about their
Outdoor Team building activities
and bring about a new spurt of work. We motivate employees with
exuberance within them. rewards and recognition initiatives to
improve business performance.
Great Place to Work We leverage technology and social

IIFL Securities is now a ‘Great Place to media to engage with our employees.
Work’ certified as of March 31, 2022. Apart from having regular touch-points
At IIFL Securities, we have developed through HR connects and Townhall,
a strong culture of service over the chat-bots are used to connect with
years. We have created a Great Place employees as a pre-emptive measure
to Work for all the employees through to know the concerns that may need
the five dimensions that are a hallmark addressing. Learning and development
of a high trust and high-performance are crucial to the growth of the
culture. We met the minimum criteria organisation and the employees.
on the Trust Index© Employee Survey And hence, structured learning
on consistency of experience across interventions are organised.
demographics and on the Culture
Audit© People Practices Framework.
Tree Plantation Impact Day – Volunteering

As part of employee engagement Employees from various verticals of
initiatives, IIFL organised a tree the IIFL Group interacted with girls
plantation drive in Mumbai to from Sakhiyon ki Baadi programme
promote awareness and act upon the through Google Meet. The employees
risks arising from climate change. volunteered to teach a skill or art
IIFL Foundation partnered with to the children during IMPACT Day
Brihanmumbai Municipal Corporation Celebration 2022.
(BMC) for this drive received strong
support from the BMC team led by
Mr. Ravindra Patil (CSO).
35
INTELLECTUAL CAPITAL
Driving Competitiveness with
Core Research Expertise
Material issues involved As part of our Intellectual Capital, we not only maintain our
Data security and privacy top research rankings, but continue to improve and fortify
Products and services quality our research content. Our 30 research analysts with wide
industry experience continue to provide in-depth research
and content and the best research advice to better aid
financial planning and investment.
We are a pedigreed, among the top institutional broking franchises with strong research capabilities and domain knowledge.
Our wide customer base encompasses sovereign wealth funds, foreign portfolio investors, mutual funds, insurance
companies, banks, pension funds and alternate investment funds.
263+ 780+ Mumbai and

Offices in
Stocks under research, accounting for
78% of India’s market capitalisation
Institutional clients
(Domestic and overseas)
New York
Our research capabilities Sector-wise mix of stocks covered

Our research team is equipped with
several decades of accumulated Utilities, Gas & Logistics 20 01 Agriculture
capital market knowledge on the macro Telecom 19 02 Automobiles
economy and diverse sectors and over Real Estate 18
03 Banking &
263 companies. Through our strong Pharmaceuticals Finance
research team and our industry-leading and Healthcare 17
research and advice, we enable 04 Building
Oil & Gas 16 Material
our customers to make the right
investment decisions.
Mid-Cap 15 263+ 05 Capital Goods
Stocks covered
Metals 14
06 Cement
Media13
07 Chemicals
Insurance 12
Information Technology 11 08 Consumer Discretionary & Electricals

Infrastructure 10 09 FMCG
36
Corporate Overview
Market Capitalisation-wise Mix of Stocks Under Coverage

55 48 40
Above US$ 10 Billion Between US$ 5-10 Billion Between US$ 3-5 Billion
65 29 26
Between US$ 1-3 Billion Between US$ 500 Million - 1 Billion Below US$ 500 Million
Total 263
Leading with Innovation and Our innovative digital platforms

Technology
IIFL Markets App Equipped with all important and latest features
We are one of the pioneers in
ushering tech-led innovation to India’s Over 9.4 million downloads
broking industry. We have constantly
invested in technological capabilities Advisor Anytime Anywhere India’s first mobile advisory solution
and providing digital solutions and (AAA)
A tab-based platform with inbuilt comprehensive
platforms. With this, we are harnessing and relevant features for partners
state-of-the-art infrastructure across
the value chain and reaching out to IIFL Mutual Funds App For mutual fund advisory, investments and
more and more customers. Some of our investment management
processes that have already moved to
digital platforms are client acquisition, Existing Tie-ups
operations and client servicing,
With Trendlyne - Helps in gaining the first-mover benefit on new features.
which facilitates us in bringing down
Trendlyne offers several product platforms for key investor pain points.
operating costs.
With Sensibull - India’s biggest option trading platform.
In this platform economy where we are competing for mind share to capture market
share we are building India’s first Investment “ Magnet”. Our digital and technology
strategy is focused on catering to customer needs through platforms primarily by IIFL
Markets App, which will drive acquisition, activation and retention of customers, thereby
generating exponential business growth.
In order to evolve with our users; we have reimagined our old Inhouse tech stack to cloud
native composable architecture, UI/UX to performance UX, transformed organisation
data repository from transactional siloed warehouse to high speed action led data
architecture to generate 4d customer insights. This has empowered us to deliver first in
Mr. Nandkishore industry products like Oneup, Gemrush and OptionHouse.”
Chief Technology Officer
37
Impact of some of the Initiatives taken in FY 2021-22
A. Customer Acquisition work flow

Initiatives Impact
Introduction of best-in-class technologies for Process automation
simplification and optimisation of user journeys and
2X acquisition
application processing like Digilocker, fraud detection,
liveliness check, facematch, AI-based automated 61.5% accounts opened without any document upload or manual intervention
document verification, and OCR.
30% users can start trading instantly
One of the fastest journeys in industry at 3 minutes, 18 seconds
Verification automation which helps scale without additional manpower
Omnichannel single KYC stack which allows us to acquire not just online DIY
customers, but also assisted B2B clients
Introduction of WhatsApp based client acquisition 4X increase in lead conversion

journey
B. Simplification in transactions
Complete revamp of login process to reduce friction Login success rate increased from 92.8% to 99.7%
while maintaining 2FA security.
Enhancements to fund transfer processes - one click Success rate of net banking transactions up by 15%
UPI-based transfers, support for additional banks,
Net banking client coverage improved to 95%
real-time withdrawable balance
3X increase in UPI transactions with <1min TAT
Improving transaction experience with contextual Order success rate up from 86% to 99.2%
nudges and optimisations
C. End-to-end online experience
Simplification of pledge experience to address Real-time margin benefit on pledging stocks

concerns around minimum margin requirements
defined by the regulator
Oneclick eDIS for stock selling No need of POA or physical DIS to sell stocks. Every customer can enable stock
sell from DP with a single click.
D. Buy Now Pay Later
Launch of Buy Now Pay Later, a super simplified 6x increase in funded clients; 2.5X debit book
end-to-end margin trading experience for users.
E. UX
App UX revamp Ratings improved to 4.4. One of the highest rated trading apps in India.
Monthly active users doubled to 1 million.
F. Analytics
Real time user behaviour monitoring, personalised 3.4X improvement in client activation ratio.
nudges on the platform to engage users.
Mobile traded clients increased by 110%
38
Corporate Overview
Key Tie-ups entered during FY 2021-22

Partnership with Benefit to IIFL Securities customers
QUICKO Will help individual investors and traders pay taxes, file returns and stay tax compliant
India’s pioneering tax planning and through IIFL Securities platform
tax filing fintech Through Tax Planning, investors can maintain year-long engagement with the Company
SMALLCASE Investors from all brokers can build a strong and stable portfolio of curated
Fee-based portfolios advisory baskets
ALPHANITI Customers can access thematic equity portfolios developed by Alphaniti

Thematic equity portfolios These portfolios will enable customers to achieve higher returns through uniquely
designed strategies
ARTHALAB SOLUTIONS In integration with IIFL Securities, Arthalab provides standard algo trading strategies for
Algo trading platform our customers, to trade along with backtesting and option analytics tools
GO CHARTING Customers can gain advantage in the market through cloud-based low latency set-up
A professional charting and analytics toolkit
New products and digital technologies launched
Launched the IIFL Fintech Fund An experience of premium wealth

To be able to make investments in early-stage Indian fintech start-ups over management
the next two years, we floated the IIFL Fintech Fund. Sponsored by two IIFL During the year, we launched an
Group firms — IIFL Finance and IIFL Securities, the Fund has plans to make investment technology platform
a total investment of ` 3,000 million to facilitate the creation of affordable WealthDesk that offers a robust,
products and technologies aiding financial inclusion. The Fund has already new-age digital platform for investors
made investments in four fintech start-ups – Leegality, FinBox, Trendlyne and to seamlessly execute portfolio
DataSutram, and is in advanced stages to invest in a few more. advice in a single click. It enables
equity and ETF portfolio-based
investing to 2.2 million retail investors.
Premium wealth management
experience is delivered through
curated WealthBasket stocks and ETF
portfolios from marquee investment
advisory firms such as Abakkus Asset
Manager and Renaissance Investment
Managers. WealthDesk is a platform
offering cost-effective premium wealth
management experience through
curated stock and ETF WealthBasket
portfolios. It is a flagship offering of
WealthDesk with select investment
portfolios which are created and
managed by leading professionals
based on tenure, asset allocation,
sector and theme. We have set a
conservative target of ` 6,000 million
of assets under advisory in 12 months
for RIA-managed WealthBaskets.
39
Providing investment options through value-accretive and multi-faceted Alphaniti’s US baskets are offered as
Alphaniti relationships with the customers. part of our global investing module.
During the year, we partnered with It will now launch a single-stock
Alphaniti, which helps invest in stock Key benefits of Alphaniti: recommendation engine for US stocks
offerings through Alphagenie, a unique The engine’s features enables users built on its proprietary stock-scoring
single-stock recommendation engine. to execute and track trades in a system. This move will not only help
This helps customers invest and trade single click. This is equipped with a Indian investors, but also the global
in Alphaniti’s wide range of offerings and precise target and stop-loss to help diaspora keen to invest in the US
also through Alphagenie. This platform investors time entry and exit. market, with support from on-ground
offers unbiased stock selection local research and insights, instead of
and unique value-added indicators, Alphamatter, an extensive range of unreliable advice.
including probability of success and high-quality stock portfolios, covers
risk-reward score. Through Alphaniti, a wide range of secular themes and
we look forward to developing high diverse portfolio strategies.
New features in IIFL Markets App Fintech integrations completed
OneUp For investment in primary markets

(IPO, SGB and NCD) Global investing Wealthbaskets
GemRush Fully revamped recommendation platform (Stockal) (Wealthdesk)
for Cash, F&O and Baskets
Option House Gamified version of options
investing for beginners
BNPL Buy Now Pay Later scheme
Tax filing ETFy and Fee-
(Quicko) based baskets
Simplified Login Login using device lock/pin
More Digital Initiatives

During the year, the initiatives we Increasing engagement level of Engagement activities and programs
undertook were primarily driven by existing users while targeting and for existing and new customers to
technology, knowledge, simplification retaining new user base boost engagement and business
and a customer-first approach. Some
Promoting and marketing
of our key initiatives are: III. Branding
App features and the simple
process created to invest across Enabling an exclusive brand
I. Website and App
the product basket strategy, with proper positioning
Working towards making our of owned digital assets basis their
website/website content rank among II. Customer Experience business objectives
the top financial websites
Making the customers’ on-boarding Upgrading our website
Content strategy targeting experience hassle-free with seamless Increasing the Company’s
various customer segments to DIY on-boarding journey digital footprints
create awareness around our
Sending targeted communications to Enhancing social media platforms
products/services
customers basis profiling for higher visibility and targeting
Content-driven customer
Digitisation of sales process customer acquisition
acquisition, followed by sales of
products/services Engaging in seamless customer
journeys for on-boarding, investing,
Simplifying investing/
addressing grievances across our
financial content for higher
digital assets (Website and App)
engagement leading to growth in
website viewership
40
Corporate Overview
41
SOCIAL AND RELATIONSHIP CAPITAL

Delivering Market-Leading
Customer Experiences
Material issues involved
Data security and privacy Customer-related initiatives Customer testimonials
- Customer engagement KPIs – customer satisfaction
Customer relationship management
- Digital technology to deliver index, customer grievances,
Ethics and Code of Conduct better services grievance resolution time
Customer Testimonials
I am with IIFL Securities since 2000, when it was referred to as 5paisa.com.

The market has faced a lot of ups and downs, but our amicable relationship with
IIFL Securities has been very smooth. I am impressed with their team having
created a more confident investment cycle for me in the market through continued
personal relationship. I have already recommended IIFL Securities to several of my
friends for making investments, and will continue doing so in the future too.
Sankaranarayana Pillai
Earlier, I had experienced the services of several banks providing brokerage

services as well as independent brokers. Somehow I was never satisfied with their
broking services. It was in 2012 that I partnered with IIFL Securities for making
some investments. I am happy to share it is a “one stop shop” providing excellent
client services. Its state-of-the-art and user-friendly IT systems make trading and
tax accounting very easy. They also provide unparalleled after-sales services to
the customers, providing complete satisfaction. The search for a good brokerage
services company has finally come to an end for me. Hope it is so for you too.
Padma Krishnan
Since three years I have been engaging in high-volume trading of equity derivatives
through IIFL Securities. Their tools, technical support and relationship management
approach is simply excellent. Their tech support team is quick, proactive and
knowledgeable. Their relationship managers go above and beyond in making sure
their customers are able to receive the highest level of personalised service.
Harsh Toprani
42
Corporate Overview
It’s always a challenge when deciding on a brokerage service company for making
your investments. The question on whom for managing your hard-earned money
keeps lingering in the mind. One wonders when the funds will grow as per the
planned expenses? Will the brokerage services entity ensure the right investment
and exit strategy for me? Will they be able to build a firewall against unpleasant
market dynamics? Will I be able to enjoy the continuity of my relationship manager
throughout my association with them? I have been using services of several
financial institutions and trading houses over 30 years and I have absolutely no
hesitation in sharing that I could rate IIFL Securities above all others in practically
every aspect. I like the company’s culture of satiating the needs of customers and
maximising returns on investments. I wish them good luck in their journey and
hope they will continue with same vigour.
Anil Jain
I have been using the services of IIFL Securities for Direct Equity, Mutual Funds
and AIF since the last 17 years. And I must add that I am very well satisfied with
their quality of service, market knowledge and in providing timely updates on my
investments. I am happy to recommend IIFL Securities to anyone and everyone
wanting to invest in the financial markets. I am happy to share that my Relationship
Manager remained in constant contact with me, offering timely advice and valuable
suggestions regarding my investments.
N. Radhakrishnan
I have been associated with IIFL Securities for 9 years, and today, all my family
accounts are with them. Their trading platform is fantastic. Easy access point for
contact, safe and sound products, and personalised services make them stand out
from the rest. They provide regular updates to me regarding the investments.
Kulin Vora
43
Creating Positive Impact in Community

CSR initiatives As a responsible corporate, we endeavour to create positive
Community relations and meaningful impact in the communities where we
CSR initiatives operate. Through IIFL Foundation, the CSR arm of the IIFL
CSR awards won Group, we aim for holistic development of the marginalised
Message from CSR Head
and economically backward sections of the society.
(a short message covering the
Company CSR focus and approach)
KPIs – CSR spent, No. of
beneficiaries across each initiative
Key Focus Areas
Health Education Livelihood Poverty Alleviation
Awards & Accolades
IIFL Foundation received ‘India’s Ms. Madhu Jain, Director, IIFL

IIFL Foundation received the ‘Social
Greatest CSR Brand Award’ at Asia Foundation, received the ‘Blackswan
Entrepreneur of the Year Award’ at the
One Awards 2021 Award for Women Empowerment’ at
Asian Leadership Awards 2021
Asia One Awards 2021
IIFL Foundation received IIFL Foundation received the A teacher from IIFL Foundation’s
the ‘Sustainable Carbon ‘Best Sustainability Education Sakhiyon ki Baadi program,
Management Award’ at the Global Program Award’ at the Global Ms. Geeta Suthar secured a place in the
Sustainability Awards 2021 Sustainability Awards 2021 top 3 at the national level competition
and was awarded the ‘Last Mile
Champions for Girls Right’ Award at the
Plan International Awards 2021
44
Corporate Overview
Major Initiatives
Healthcare
COVID-19 Response
Drone-based Vaccine Delivery Last-mile vaccination is the key requirement
in achieving 100% vaccination in India.
The IIFL Foundation partnered with We have partnered with various government
the central and state governments to agencies at the Centre and in Maharashtra
initiate Maharashtra’s first COVID-19 to contribute to the last-mile vaccination
drive through drones. This is an essential
vaccine delivery through drones to
requirement to reach out to Indians residing
reach the inaccessible terrains in the
in faraway and inaccessible areas, where
Jawhar taluka of Palghar district. road access is not possible or very difficult
This drone-based vaccine delivery is one and takes a lot of time, which results in
of the country’s first vaccine delivery Madhu Jain wastage of perishable vaccines and other
operations with a 5 kg payload capacity Director health supplies.”
and a range of covering 25 kilometres IIFL Foundation
by road across hilly areas.
The Maharashtra Chief Minister Uddhav Thackeray praised the efforts of the Maharashtra health administration, IIFL
Foundation, and BlueInfinity, the developers of the drone in achieving this feat. The initiative was acknowledged and awarded
the “Most Innovative Solution for COVID-19” at the World CSR Congress 2022.
Oxygen Concentrators
As India grappled with the second
wave of the pandemic, the pressure
on its medical infrastructure had
intensified. There had been acute
shortage of oxygen, beds, and other
facilities in several parts of the country.
The challenges were further aggravated
in rural areas where owing to the tough
geographic conditions, the possibility
of supplying oxygen cylinders and
timely refilling had become difficult.
Oxygen concentrators were, hence, the
most desired solution to the problem.
The IIFL Foundation donated 165

oxygen concentrators in Maharashtra
and Rajasthan to Primary Health
Care Centres (PHCs) and government
hospitals. The oxygen concentrators
were installed at the Primary Health Beneficiaries
Care Centres (PHCs) and panchayat
Location Beneficiary Community State Units
offices at the village level.
(Scheduled Tribe)
Dungarpur, Khamnor, Bhil, Garasiya, Meena, Rajasthan 125
Salumbar, Amet, Bhim, Kalbeliya, Rebari,
Deogarh, Railmagra, Sirohi, Gameti
Kelwara, Nathdwara,
Sarada, Udaipur
Palghar, Mumbai Warli Maharashtra 40
Total 165
45
COVID-19 Relief Kits

As part of its mission to conquer the
pandemic, IIFL Foundation prepared
and donated 500 COVID-19 relief kits in
seven districts of Rajasthan.
The COVID relief kits were exclusively

prepared for corona warriors and
frontline workers, and health officers
battling the crisis. These community
level health workers were among the
first ones to know about the new cases
in the towns and these kits enabled
them to undertake safety measures.
COVID-19 Vaccination Drives for

Differently Abled
The IIFL Foundation initiated the
‘Kindness on Wheels’ vaccination drive
in Mumbai. This initiative was aimed
at vaccinating the specially-abled
individuals, who had no means or
assistance to visit the vaccination centre.
A safe and sanitised auto rickshaw
service was provided at the doorstep of
the specially-abled individuals along with
a trained driver to support the individuals
with special needs.
COVID-19 Vaccination Drive for Area Beneficiaries ICU Beds

Differently Abled Individuals The IIFL Foundation donated ICU beds
(paediatric) to the COVID-19 relief
People affected from blindness, low vision, Mumbai 1,000
hearing impairment, locomotor disability,
facility at the District Womens Hospital,
Western Suburbs
autism spectrum disorder, cerebral palsy, Central Line
Washim, Maharashtra. The provision
muscular dystrophy, multiple sclerosis Harbour Line was made honouring the request from
and multiple disabilities (including deaf- Shri Kuladeep Jangam (IAS), District
blindness). People cured from leprosy are Collector, Washim.
also covered in this drive.
Ophthalmic Ward
Ventilator Machines The IIFL Foundation donated medical
equipment to Primary Health Centre
The IIFL Foundation donated a servo
(PHC) at Khamnor, Rajasthan for
ventilator machine to the Holy Spirit
setting up an ophthalmic ward.
Hospital, Mumbai. The machine
This is the first and only facility of such
has been set up in the ICU ward
a kind in the Khamnore village, which
that treats patients diagnosed with
shall be beneficial to people residing
COVID-19. Another machine has been
in the rural hamlets in a radius of
set up at the Community Healthcare
30 kms from PHC.
Centre in Mumbai to support the
underprivileged sections of the society
Endoscopy Machine
in fighting the pandemic.
Donated to the Department of
Endoscopy, KEM Hospital, Mumbai, the
department carries out approximately
900 procedures every year, which
46
Corporate Overview
requires extensive usage of the ESG high-resolution X-ray images in real Bhupal Government Hospital, Udaipur
unit. The existing ESG machine at the time, allowing the physician to track (Rajasthan), and develop them into
facility was eight years old and lacked progress during the procedure and Operation Theatres, Intensive Care
a lot of critical coagulation and cutting can alter the configuration anytime (ICU), Outpatient Department (OPD),
modes. This state-of-the-art medical during operation. The patients from cabins for doctors and waiting area
equipment will benefit the economically lower-income group across districts for family members of the patients.
weaker families to reduce their of Udaipur, Dungarpur, and Bicchiwara The development is carried along with
costs of treatment. can access treatment at the hospital at the installation of Medical Equipment
subsidised costs. in the OT, OPD, and ICU and the
C-Arm Machine furnishing of the wards.
The IIFL Foundation donated the C Development -
Arm X-ray Machine to the Orthopaedic Government Hospital, Udaipur
Surgery department at the Maharana The IIFL Foundation has undertaken
Bhupal Govt. Hospital at Udaipur, the responsibility to reactivate the
Rajasthan. The C-Arm provides dormant wards at the Maharana
Education
Girl Child Education in Rajasthan - Sakhiyon Ki Baadi
A community-based learning centre

in Rajasthan, ‘Sakhiyon ki Baadi’ is the
cornerstone of IIFL Foundation’s vision
to improve the female literacy rate in
Rajasthan. The IIFL Foundation has
set up schools with modern teaching
techniques in 13 districts of Rajasthan,
predominantly in areas densely
populated by scheduled tribes.
This initiative contributes to promoting

foundational literacy among children,
provides employment to 1,000+ tribal
women, and promotes adult education
among women and skill-building of
marginalised sections. During the
pandemic, the team actively worked
with the local government bodies i.e.
Anganwadi workers, Primary Health
Care (PHC) centres, and Panchayat
samiti for reaching out to people with
aid and relief. It is helping to meet three Beneficiaries
of the UN Sustainable Development
Goals – Quality Education, Gender
13 32,264 3,495
Districts Girls Enrolled Boys Enrolled
Equality, and Reduced Inequalities.
47
Phulwari – Maa Bari Learning Centres
In partnership with the Tribal Area

Development (TADD) Department of
Rajasthan, the IIFL Foundation has
upgraded the Maa Bari learning centres
by introducing electricity through
installation of solar panels, facilitated
water supply for drinking and sanitation,
deployed digital learning tool (TV
with preloaded learning videos), both
powered by solar energy, set up library
and painted walls to create a conducive
learning environment.
The Maa Bari programme aims to

promote literacy among children native
to indigenous tribal communities and
facilitates formal education up to the partner to improve the learning outcome of students with use of learning kits and
fourth standard. It has onboarded regular training to the teachers. Currently, IIFL Foundation is working with the Maa
Sampark Foundation as an academic Bari Centres at the Udaipur and Pali districts of Rajasthan.
Android tabs for Learning
Since the pandemic surfaced,

classrooms have moved to online
platforms, however, children from rural
areas lack access to digital devices.
IIFL Foundation has extended support
to students of government schools by
providing them with an android tablet
for e-learning. Students use these
tablets to connect with and attend
online sessions conducted by the
school. The device also enables them to
access Diksha learning app developed
by NCERT, Ministry of Education, thus
granting access to videos, notes, and
online tests based on their curriculum.
A total of 200 tablets were

distributed in five government
schools in the first phase.
48
Corporate Overview
Scholarship for Girls
Every year, in India, millions of talented

and meritorious students belonging
to the financially weaker segments
are unable to pursue higher studies
due to financial constraints, which
further leads to discontinuation of
higher education. Financial affordability
contributes to more than 57% of the
total dropouts in the country.
In line with the mission of alleviating the female literacy rate, IIFL Foundation has started the girl scholarship programme.
The initiative is planned to minimise the dropout rate and encourage enrollment in higher courses. The female students
of ninth and tenth grades of junior college and degree colleges can apply for this scholarship through an online portal.
The applications are filtered and the shortlisted candidates are interviewed by the team, followed by a verification of
documents by the due diligence team. The applicants that qualify for scholarship are awarded by making payment directly to
the scholar’s bank account.
Other Development Programmes
Development at the Government School, Rajasthan
To improve infrastructure at government schools and promote better facilities to students, IIFL Foundation is constructing
science laboratories, computer rooms, and sanitation facilities at Girls Senior Secondary School (up to 12th grade),
GP – Khamnore, Rajasthan. Each year, over 500 girls will be benefited from this facility and enable to pursue higher
education and a career in the science stream.
Installation of Solar Panels
With this initiative, IIFL Foundation intended to provide

decentralised energy system to 50 primary schools of
Zilla Parishad at Palghar District of Maharashtra to not only
fulfil their need for electricity but also helping use of digital
learning systems.
This initiative helps reduce carbon footprint and

promotes SDG 7 – Affordable and Clean Energy.
Rathshaala
IIFL Foundation’s unique initiative Rathshaala is a mobile

educational initiative to educate the children of the Rebari
community in Rajasthan. These children migrate with their
families and cattle for over eight months in a year and
hence miss out on the opportunity to study on a continuous
basis. During the lockdown, the community faced hardships
in migrating and parked themselves at a village on the
Gujarat-Rajasthan border. In such a situation, classes
were regularly conducted for children by a trainer from
the nearest town.
49
School for Underprivileged
IIFL Foundation supports education of the underprivileged children residing at Janupada Vaibhav Nagar locality located at
Kandivali (East), Mumbai. Parents of almost 90% of the enrolled students earn their livelihood through menial occupations and
find it difficult to meet financial ends to offer quality education to their children. During 2018, due to financial constraints, the
school was on the verge of shutting down. Since then, IIFL Foundation has helped them sustain operations. Children are now
offered education free of cost.
Beneficiaries
353 6
Children Enrolled Staff Supported
Shelter Home
IIFL Foundation supports education and overall development of children at a shelter home in Mumbai. The facility nurtures
children from marginalised sections of the society who struggle to access basic necessities for survival.
Seva Kutirs
Seva Kutirs is a community-based

learning centre for the holistic
development of children of
economically backward sections.
Under this intervention, children
are offered special coaching to
excel in academics, extra-curricular
activities and provided nutritious
meals twice a day. A mini-library
with a collection of 100 books is
set up to improve reading and
comprehension skills. Special sessions
are conducted on value education
covering themes of self-awareness,
responsibility, ethics, etc.
Beneficiaries
District - Khandwa,
4 to 15 yrs. 2,207 21 Madhya Pradesh
Age Group (Children) Total Beneficiaries No. of Centres Location
Livelihood
Animal Husbandry
IIFL Foundation has supported farmers from low-income groups to venture and progress in dairy production. This livestock
development project is operational in three states across India – Rajasthan, Karnataka, and Tamil Nadu with a total
of seven centres.
This initiative provides services and inputs at the doorstep of the cattle owners to encourage and maintain livestock rearing as
a secondary source of income and promote production of dairy services.
50
Corporate Overview
E-Mela
IIFL Foundation has launched a unique online platform to support artisans,

craftsmen, and small-scale producers across the country to improve their
livelihhoods in the post-lockdown phase. An online website daanutsav.iifl.com
has been created, offering a platform to the NGOs, self-help groups, and
community-based groups to showcase and sell their products directly to
customers across India. The services of this platform are offered free of cost to
all the users as well as buyers and sellers.
Poverty Alleviation
CFX Certification
In partnership with the FinX (ID Finxperts Skilling Foundation), a short-term professional certification course Chartered
Financial Expert (CFX) was imparted to women candidates for a successful career in banking, financial services, and insurance
industries. It is a comprehensive certification course giving a 360-degree view of the BFSI sector. On completion of the course,
placement assistance was offered in BFSI corporates.
A total of 53 women candidates

were direct beneficiaries
of the programme.
Distribution of Bicycles
In the rural districts, girls are looked

upon as a strong resource for
household chores and sibling care.
Owing to such responsibilities, they
often lack quality time for studies.
Since many girl students walk long
miles to reach school, IIFL Foundation
gifted them bicycles to ease their
struggle and commute time.
IIFL Foundation donated 100 bicycles to

the girl students in the government school
of the Palghar district, Maharashtra.
Gulabi Gaon, Maharashtra
IIFL Foundation has set up a business hub and community hall for local businesses to promote livelihood for villagers.
Special emphasis is given to promote women entrepreneurs to set up small business ventures. Notable initiatives include skill
development training for women to learn food processing and production and sale of herbal products; computer education for
women, men, and youth; and creating awareness on social and legal rights of women viz. POSH Act, Domestic Violence Act,
Dowry Act, Right to Education, Government Welfare Schemes for Women, etc.
51
NATURAL CAPITAL
Deploying Natural
Resources Prudently
Material issues involved We are a responsible corporate citizen and are
Energy management cognisant of the risks emerging from climate change.
Climate change strategy Climate change also provides an opportunity to make
Water management a meaningful difference in the world. Preservation and
Waste management
use of natural capital is our key priority. Natural Capital
Responsible Investment
accounting also helps us develop multi-thinking
in our business.
52
Corporate Overview
Our environment strategy can largely be classified under two sections – direct and indirect. Our direct environment footprint
comprises consumption of exhaustible resources at our branches and offices. Indirectly, we contribute to augmenting the
use of renewable energy across our community and optimising travel of our employees. We are also exploring opportunities
in ESG ratings, responsible investment and other areas on the product side, which can help us support companies that are
highly ESG-compliant.
We are exploring the best practices followed by businesses similar to ours in order to reduce our carbon footprint. This process
will span across the next few years and will encompass adopting of measures after careful consideration of the impact it may
have on our stakeholder groups.
The broad guiding principles in this regard include:

Ensuring each employee acts Disclosing environment-related done by driving digital transactions
responsibly while completing information in a fair and and adopting access-based printing at
his/her daily activities transparent manner our key offices, among others. We also
manage solid waste effectively by using
Deepening our collective We are adopting initiatives aimed at
paper recycled from disposed papers,
understanding of reducing consumption of energy and
tissues and cardboard waste. We also
environmental issues water at our locations. In addition,
have well-defined procedures to
we are also embracing best-in-class
Developing and implementing dispose the e-waste through authorised
digital tools to reduce consumption of
environmental initiatives in all e-waste vendors.
paper across our operations. This is
aspects of our operations
Driving sustainability across communities

IIFL Foundation is working actively (TV with pre-loaded learning videos), sanitation requirements, besides that of
towards the redevelopment of Maa and both of these are powered by solar the community.
Baari centres, with the objective energy generated.
of transforming them into ideal The team at IIFL Foundation has
learning centres and promoting Till date, about 50 Maa Baari also deployed discarded automobile
all-round development of the children. centres have solar panels installed. tyres to build a play area for children.
These centres are located in the The electricity so generated from Disposal of tyres is a lengthy
remotest hamlets of the state and lack the solar panels is also utilised to and expensive process, and also
access to supply of electricity. power submersible water pumps, results in emission of pollutants.
enabling supply and storage of water By upcycling these tyres, we provide
To address this issue, the Foundation in the tank. The stored water is used our complete support towards
installed solar panels at these centres. for cooking mid-day meals for the environment stewardship.
It also deployed digital learning tools students and in meeting their daily
53
Progressing with Good Governance
Material issues involved Governance Framework Board Responsibilities

Board and Corporate Our corporate governance framework The responsibilities of the Board include
Governance is based on an effective Independent setting the Company’s strategic aims,
Ethics and Code of Conduct Board and the separation of the Board’s providing the leadership to put them
supervisory role from the executive into effect, supervising the management
management. Further, the Board had of the business and reporting to
constituted designated committees shareholders on their stewardship.
with well-defined scope for improving
Monitoring the effectiveness of
board effectiveness and efficiency in
governance practices
areas where more focussed, specialised
and technical discussions are required. Overseeing the process of disclosure
We have various policies in place which and communications
forms the base of strong corporate
Monitoring and managing potential
governance. These policies are reviewed
conflicts of interest of management,
and updated periodically. The Company
members of the board of directors
is committed to fair disclosure of
and shareholders
information to its stakeholders, and
towards this, it has adopted a code Ensuring the integrity of accounting
of practices and procedures for fair and financial reporting systems and
disclosure of UPSI. that appropriate systems of control
are in place for risk management,
financial and operational control,
and compliance with the law and
relevant standards
54
Corporate Overview
Maintaining high ethical standards Directors/Senior Management and

and take into account the interests take necessary measures to handle/
of stakeholders prevent such conflict.
We have a Exercising objective independent
well-diversified Prohibition of Insider Trading
judgement on corporate affairs
Board comprising We have adopted a Code of Conduct
of Directors coming Board Diversity for Prevention of Insider Trading to
from various walks of regulate, monitor and report trading by
We have a well-diversified Board
life and having broad its designated persons and immediate
comprising of Directors coming from
range of experience, in relatives of the designated persons
various walks of life and having broad
the areas of finance, and which is amended from time to
range of experience, in the areas
accounting, technology, time. The Designated Persons and their
of finance, accounting, technology,
governance, risk immediate relatives have to adhere to
governance, risk management, etc.
management, etc.. the trade restrictions enshrined in the
This facilitates the Board to have the
Code while dealing in the securities
benefit arising out of a multi-faceted
of the Company, as well as, other
talent-pool to leverage differences in
securities. The Designated Persons
thought, perspective, knowledge, skill
and their immediate relatives are
and experiences to ensure effective
also responsible to comply with the
corporate governance and sustained
disclosure norms with respect to the
commercial success of the Company.
trades executed by them.
The Board of Directors of the Company
has an optimum combination of
Whistle Blower Policy
executive and non-executive directors
(including one independent woman We believe in the conduct of the
director). In terms of Companies Act, affairs of its constituents in a fair
2013, the approval of shareholders and transparent manner by adopting
is sought by the Company for the highest standards of professionalism,
appointment of all the Directors on the honesty, integrity and ethical behaviour.
Board of the Company. We have adopted a Whistle Blower
Policy (‘the Policy’) formulated in
Appropriate Policies accordance with the applicable laws
and amendments thereon, from
Code of Conduct
time to time, with a view to provide
Prohibition of Insider Trading for a vigil mechanism for directors,
stakeholders, including individual
Preventing Bribery and Corruption
employees and their representative
Board Diversity bodies to report unethical, unlawful or
Fair Disclosure of Unpublished Price improper practices, acts or activities
Sensitive Information and instances of leak/suspected leak
of UPSI in the Company and to ensure
Whistle Blower that the whistle blowers are protected
Anti-Money Laundering against victimisation/any adverse
action and/or discrimination as a
Code of Conduct result of such a reporting, provided it is
justified and made in good faith.
The objective of the code is to ensure
that the Board of Directors and the
Senior Management Personnel maintain
the highest standards of conduct as
enshrined in the Code and also become
aware of situations where there is
likely to be a potential conflict between
the interest of the Company and the
55
Board of Directors
Mr. R. Venkataraman Ms. Rekha Warriar Mr. Shamik Das Sharma

Chairman and Managing Director Independent Director Independent Director
Mr. R. Venkataraman is the Chairman Ms. Rekha Warriar is a Non-Executive Mr. Shamik Das Sharma is a
and Managing Director, as well Independent Director on the Board of Non-Executive Independent Director
as, Co-Promoter of the Company. the Company. She holds a Master’s on the Board of the Company. He has
He holds Post Graduate Diploma in degree in Applied Mathematics done a Masters in Science (M.S.) with
Management from the Indian Institute (University of Bombay) and in Public a specialisation in Computer Science
of Management (IIM), Bangalore, and Policy (Princeton University, NJ). from the University of Maryland, College
a Bachelor’s degree in Electronics and She has over 30 years of experience Park, USA, and a B. Tech in Computer
Electrical Communications Engineering working with the Reserve Bank of Science and Engineering from Indian
from IIT Kharagpur. He has contributed India (RBI) in various departments like Institute of Technology (IIT), Kharagpur.
immensely to the establishment of Foreign Exchange, Financial Stability, He has an experience of more than
various businesses and spearheading Internal Debt Management, Rural 21 years as a Computer Scientist and
key initiatives of the IIFL Group over the Development, etc. She has also served more than 11 years of experience
past 23 years. He previously held senior as a faculty member in RBI’s training as Vice President and CXO roles at
managerial positions in ICICI Limited, colleges and as an Associate Professor various private companies. He is one of
including ICICI Securities Limited, their at the National Institute of Banking India’s leading Product and Technology
investment banking joint venture with Management, Pune. She retired as a experts. He has over two decades of
JP Morgan of US, and Barclays – BZW. Regional Director (West Bengal and experience crafting technical products,
He has worked as an Assistant Vice Sikkim), RBI, in July 2017. taking them to market, building strong
President of GE Capital Services India teams, and instituting a tech-oriented
Limited in its private equity division. culture in organisations. As a founder,
He has a varied experience of more than senior executive and investor, he has
30 years in the financial services sector. worked with small and large companies
across diverse domains in the Bay
Area and Bangalore. He is currently
leading technology at Cure fit, a health
tech-start up and previously was the
CPO/CTO at Myntra.
56
Corporate Overview
Mr. Narendra Jain Mr. Anand Bathiya Mr. V. Krishnan

Whole time Director Independent Director Independent Director
Mr. Narendra Jain is a Whole time Mr. Anand Bathiya is a Non-Executive Mr. V. Krishnan is an additional
Director on the Board of the Company. Independent Director on the Board (Non-Executive Independent Director)
He holds a Bachelor’s degree in of the Company and a practicing on the Board of the Company
Commerce from the University of Chartered Accountant with experience and a seasonal financial services
Mumbai and is a qualified Chartered of working with world-leading professional with diverse experience
Accountant. He has over 27 years of accounting and professional consulting in operations, technology, operational
experience in the financial services firms. He holds a Bachelor’s degree risk, information security, compliance,
industry, specifically in areas such in Commerce, as well as in Law. and internal control. He has worked in
as operations, taxation, internet He also holds a post-graduate diploma multiple areas of financial services like
banking, and finance. In the past, he in Securities Law and Information Custodial Services, Asset Management
was associated with ICICI Brokerage Systems Audit. He is a Member of the Companies, IT Services, Exchange and
Service Limited, where he worked in Managing Committee of the Bombay International Banks, holding senior
areas like operations, risk, compliance Chartered Accountants’ Association. positions in various international and
and design and development of As a partner and practice-head with domestic organisations like Barclays,
systems and processes. He was also Bathiya & Associates LLP, Mr. Bathiya is Deutsche Bank, JP Morgan, L&T,
associated with Hindustan Petroleum engaged in advising businesses in MCX, etc. His diverse experience is
Corporation Limited, where he was negotiating, structuring, performing due backed by professional qualifications
involved in indirect taxation and diligence and, executing domestic and in Information Security, Internal Audit,
marketing analytics. international Mergers & Acquisitions Fraud, Anti Money Laundering, and
(M&A), having advised more than Business Continuity, amongst others.
200 M&A transactions over the last Mr. Krishnan leads Kris Konsulting,
16 years. He also advises businesses a unique boutique advisory and
in capital market initiatives like IPOs, assurance firm, that focusses primarily
QIPs, rights issues, open offers, on Governance, Risk & Compliance,
international listings, etc. Process Reengineering, and the entire
lifecycle of Human Capital needs
of clients. He has been supporting
marquee brands in the areas of
Consulting and Training.
57
Awards & Accolades
IIFL Securities received

‘Most Innovative Wealth,
Asset and Investment
Management Services’ at
World BFSI Congress.
IIFL Securities was recognised

as one of the ‘Most Trusted
Brands of India’ by Zee Business.
IIFL Securities received ‘Great

Place to Work’ award for the
fourth time in a row.
58
Statutory Directors’ Report..................................................................... 60
Business Responsibility Report........................................... 89
Reports Corporate Governance Report ............................................ 97
Management Discussion and Analysis.............................119
Financial Standalone
Independent Auditor’s Report............................................ 133
Statements Balance Sheet....................................................................... 140
Statement of Profit and Loss..............................................141
Statement of Changes in Equity........................................ 142
Cash Flow Statement.......................................................... 144
Notes forming part of Financial Statements.................. 145
Consolidated
Independent Auditor’s Report............................................ 201
Balance Sheet.......................................................................206
Statement of Profit and Loss............................................. 207
Statement of Changes in Equity........................................208
Cash Flow Statement.......................................................... 210
Notes forming part of Financial Statements...................211
Form AOC-1 .......................................................................... 272
Directors’ Report
Dear Stakeholders,
The Directors are pleased to present the Twenty-Seventh Annual Report of IIFL Securities Limited (‘the Company or
‘IIFL Securities’) along with the audited financial statements for the Financial Year (FY) ended March 31, 2022.
1. Financial performance
The table below summarizes the financial performance of your Company for FY ended March 31, 2022:
(` in million)
Particulars Standalone Consolidated
FY2021-22 FY2020-21 FY2021-22 FY2020-21
Gross Income 11,505.20 7,600.79 13,164.11 8,676.20
Profit/(Loss) before Depreciation and Tax 4,230.79 2,666.22 4,654.14 3,304.47
Depreciation (643.09) (442.92) (634.56) (458.76)
Profit/(Loss) before Tax 3,587.70 2,223.30 4,019.58 2,845.71
Share of profit/(loss) of associates and joint ventures - - 1.45 1.63
Exceptional items - - - -
Provision for Tax (746.58) (494.86) (962.72) (644.29)
Impact of change in rate on opening deferred tax - - - -
Non-controlling interest - - 2.26 0.30
Profit/(Loss) after Tax 2,841.12 1,728.44 3,060.57 2,203.35
Balance brought forward from previous year 5,023.54 3,598.04 6,667.30 4,766.89
Appropriation towards dividend paid (911.58) (302.94) (911.58) (302.94)
Dividend Distribution Tax - - - -
Other Addition - - 0.16 -
Surplus carried forward 6,953.08 5,023.54 8,816.45 6,667.30
Earnings per share on equity shares of ` 2 each
Basic (in `) 9.37 5.46 10.09 6.97
Diluted (in `) 9.23 5.42 9.94 6.91
The table below summarizes the financial performance of the major subsidiaries of the Company for FY ended
March 31, 2022:
(` in million)
Name of the Company Revenue Profit after Tax
IIFL Facilities Services Limited 1,612.50 461.90
Livlong Insurance Brokers Limited (formally ‘IIFL Insurance Brokers Limited’) 516.18 227.13
IIFL Management Services Limited 368.08 32.51
IIFL Capital Inc. 114.09 6.51
2. Macro-economic overview grow by 8.9% in FY22 as compared to a contraction

Indian economy has emerged strongly from a pandemic of 6.6% in FY21.
induced, technical recession witnessed in FY21.
Industry and services, two key pillars of the economy According to the survey report of RBI, economic growth
witnessed steady recovery during the year under review. could moderate to 7.5% in FY23. However, India will still
Growth-oriented policies of the central government, remain the fastest growing major economy in the world
along with the accommodative stance of the during 2021-24, going by the projections of the World
Reserve Bank of India (RBI) helped this improvement. Bank and the International Monetary Fund.
Reducing interest rates, all-encompassing stimulus
measures and rapid vaccination were other key enablers Gains from supply-side reforms, sustained export
for economic recovery. India’s economy is expected to growth, and availability of budgetary space to ramp up
60
Corporate Overview
capital spending will all contribute to growth in FY23. reached a new all-time high of about ` 123 billion.
The year ahead looks promising for private sector This translates to average monthly inflows of ` 104
investment, with the banking system in a strong position billion for the year, versus ` 79 billion recorded in FY21.
to help the economy recover.
In this scenario, it is not surprising that FY23 is estimated
On the flip side, persistent supply-side bottlenecks, to be a record year for the brokerage industry (Source:
steadily rising international crude oil prices, increasing ICRA). According to a recent report by ICRA, the industry
raw material costs and rising inflation could pose is expected to generate total revenue of ` 27,000-28,000
challenges for economic growth. Emergence of any new crore in FY22, growing 28-33% over the preceding year.
variant/s of coronavirus and the ongoing geopolitical With a projected industry turnover of ` 28,500-29,000
crisis owing to the Russia-Ukraine war must be crore in FY23, revenue growth could moderate to 5-7%;
monitored closely. In this scenario, it is anticipated that though growth will largely be dependent on performance
the RBI will start hiking rates soon. of the capital markets.
3. Industry overview 4. R
eview of the operations and business, and the
Indian equities outperformed peers in both Asian state of Company affairs
markets and developed markets during 2021. During the year under review, there was no change in the
Favorable macro-economic performance aided market nature of business of the Company.
rally in the first nine months of the fiscal. In the last quarter,
though, Indian equities remained under pressure, in sync Your Company’s consolidated revenue was ` 13,164.11
with the trends in global markets. Uncertainty arising million as against ` 8,676.20 million in FY21, an increase
from the Russia-Ukraine war, monetary tightening in of 52 % YoY. The Company has earned net profit after
the US as well as in India, surging bond yields, and spike tax (TCI) of ` 3,056.71 million versus ` 2,210.36 million
in commodity prices (including crude oil) were the key in FY21, registering a YoY growth of 38%.
pressure points.
I. Broking and Distribution
For the full fiscal, Indian equity markets outperformed
IIFL Securities remains one of the leading players in this
the broader EM indices, with the Nifty 50 increasing
business, across both retail and institutional segments.
by 18.9% and NIFTY 500 rising 21%. Robust corporate
Its wide range of offerings cater to customers across
earnings, sufficient liquidity in both international and
the segments of equities, commodities & currency
local markets, increasing internet penetration as well
broking, mutual fund distribution, life and general
as retail engagement were prominent drivers of the
insurance distribution, depository participant services,
rise in equity market activity. During FY22, the average
portfolio management services, structured products
daily turnover in the cash market increased 9.6% YoY to
and investment banking.
` 725 billion, from ` 663 billion in FY21.

SEBI data indicates that the average new demat Your Company continues to become truly digital with an
accounts opened per month have increased from 41 unwavering aim of providing customers with a superior,
million in FY20 to 55 million FY21, and to 90 million in state-of-the art digital experience.
FY22. This metric has more than doubled since FY20,
reflecting growing participation of retail investors in the During the year, the average daily market turnover
equity markets. Systematic Investment Plans or SIPs (including F&O) for the broking business was ` 788.05
have been the most preferred investment vehicle of billion (BSE + NSE), up 166% YoY, and the share of
retail investors, and continued to witness healthy inflows daily cash and total turnover stood at 2.7% (NSE) and
during the year. This trend has culminated into reversal 1.1% (NSE), respectively. Retail broking revenue stood at
of roles between foreign institutional investors (FIIs) and ` 4,106 million, up 35% on a YoY basis.
domestic institutional investors (DIIs), with the latter
now taking the driver’s seat. In the year under review, FIIs Mutual Funds and Insurance segments gained good
were net sellers of emerging market equities (including traction during the year. Insurance premiums stood at
India), while DIIs have been consistently buying Indian ` 1,880 million, growing 29% on a YoY basis. Mutual Fund
shares every month since March 2021. Net DII inflows AUM stood at ` 71.3 billion, up 38% on a YoY basis.
into equities were ` 2,021 billion during FY22. Both these segments hold immense promise over the
long term. FY22 was a record year for the institutional
Above factors led to a surge in the Assets Under equities business, with revenues surging more than
Management (AUM) of Indian mutual funds, especially 30% on a YoY basis. Continued market share gains,
post May 2020. Data from Association of Mutual Funds improvement in yields, better product mix and jump
of India (AMFI), shows that the industry’s total AUM has in market volumes are key contributors to the revenue
increased from ` 31,428 billion in March 2021 to ` 37,567 growth. During the year, secondary market activity was
billion in March 2022. In March 2022, the SIP inflows buoyed by large inflows into equity mutual funds.
61
Your Company’s research business too witnessed 5. Key initiatives/developments

healthy momentum in the year under review. The team I. Acquiring customers at a faster speed
initiated coverage on 26 companies, issued 36 initial
IIFL Securities provides one of the fastest account
public offer (IPO) reports and produced close to 1,400 opening facility among peers, at 3 minutes and 18
research notes. The Company’s research continues to seconds. This has been made possible because
be ranked among the top in the industry. of the best-in-class technologies adopted by the
Company such as Facematch, OCR, Liveliness check,
The Company’s mobile trading app ‘IIFL Markets’ is etc. These technologies act as tools for simplification
rated 4.4 on Android and iOS, and has over 9.4 million and optimization of customer interactions and
downloads in FY22 (versus 2.3 million in FY21). transactions. Consequently, customer acquisition has
Continuous upgrades and enhancements makes this doubled over FY21 and 61.5% accounts were opened
app the top choice of most customers. The app is without any document upload or manual intervention.
preferred by most investors given its superior features, Your Company’s omnichannel single KYC stack serves
quick transactions and best-in-class user experience. dual purposes of acquiring online Do-It-Yourself
(DIY) customers, and assisting its B2B partners to
II. Investment banking acquire clients.
This business had a strong run in FY22 with revenues In an industry first move, your Company launched
increasing 104% on a YoY basis, driven by a robust WhatsApp-based end-to-end account servicing
deal environment, consistent mandate wins coupled during the year. This offering encompasses opening
with high quality and speedy execution. The investment of demat account, servicing customers and ensuring
banking division completed 39 transactions including 17 seamless transactions.
Initial Public Offers, 7 Qualified Institutional Placements,
5 debt transactions and 10 advisory transactions II. ransaction simplification, revamp of user experience
T
including private equity advisory, preferential allotments and analytics
and open offers during the year. The Company has also In sync with its focus on providing superior experience
filed several offer documents for upcoming IPOs and to users, your Company offers its customers an array of
is currently engaged in a number of private equity and facilities, namely, real-time margin benefit on pledging
other capital market transactions which are in various of stocks, seamless eDIS within a few clicks, among
others. The team works continuously to identify and
stages of execution.
address areas where user experience can be improved.
It is not surprising then that your Company’s app is one
As always, superior client focus, unbiased advice and
of the highest rated trading apps in the country with
consistent performance continue to result in high repeat
a rating of 4.4.
business – a hallmark of your Company’s strategy.
Your Company has expanded its product portfolio this During the year under review, total number of active users
year and will continue do so in sync with the evolving of the app have doubled to 1 million. Your Company’s net
needs of customers. It will make the requisite investment banking transactions have grown 15%. At the same time,
needed to enhance its people and process capabilities, there has been a 3X increase in UPI transactions with a
to drive overall growth. turnaround time of less than a minute. Other important
metrics such as client activation ratio and mobile traded
III. Response to COVID-19 challenges clients have increased by 3.4X and 110%, respectively,
during the year. This growth is a combined outcome
While COVID-related challenges persisted in FY22,
of initiatives such as real-time monitoring of user
they were for relatively smaller periods as compared behavior and personalized nudges aimed at driving
to FY21 and did not necessitate complete lockdown. user engagement.
Nonetheless, leveraging the learnings from FY21,
your Company implemented the best practices to III. Customer servicing through WhatsApp
ensure the safety and well-being of employees and During the year, your Company completely revamped its
other stakeholders. WhatsApp communication channel. Some of the best-in-
class features in WhatsApp include IPO investing, access
Your Company’s operations continued smoothly, to reports, FAQs, etc. The IIFL Help servicing portal,
backed by its seamless and robust technology and your Company’s one-stop shop for all query resolution
well-established processes. witnessed continued traction, leading to 40% reduction
in contact ratio.
Your Company focused on further cementing its bonds
with customers, providing the best working environment IV. Derivatives
to its people. Its strong balance sheet, profitability Your Company witnessed a 4X increase in derivative
and resilient business model enabled it to combat turnover, largely due to enhanced product offerings.
COVID-related challenges efficiently. Some of the prominent offerings include industry’s
62
Corporate Overview
first gamified options feature - Option House, one-click moments. Seasoned investor and market veteran,
activation of derivatives segment, simplified search and Mr. Madhu Kela provided several insights to all advisors.
trading view charting tool.
IX. Awards and Accolades
V. Fintech ecosystem The Directors are happy to report that during the year,
During the year, your Company further fortified its fintech your Company has been recognized and felicitated for
collaborations with the aim of driving richer functionality, its exemplary performance in various fields.
cohesive experience, and access to multiple investment
products. Some of the prominent ones include global Some significant achievements are:
investing, wealth baskets, tax filing, ETFy, golden Pi for • “Customer Service Champion Award” by Asia
secondary market bonds and algo Trading platforms Innovation Congress & Awards
powered by IIFL’s robust open APIs.
• “Best use of social media in marketing” at National
VI. A
cquisition of stake in Rajen Chandrakant Securities Awards for Branding & Marketing
Private Limited (“RCSPL”). • “Dream Company to Work for” at National Awards
During the year under review, your Company has for Excellence in BFSI
executed a binding term sheet with • “Best use of Technology in Customer Service” at
M/s. Rajen Chandrakant Securities Private Limited BFSI Excellence Awards
(“RCSPL”) and its existing shareholders for the
• “CEO of the Year” to Sandeep Bhardwaj at National
acquisition of 100% stake in RCSPL, subject to requisite
Awards for Excellence in BFSI
regulatory approvals.
• “Top Performer in the Equity Institutional Segment”
RCSPL is a private company, registered with Securities felicitation by the BSE
& Exchange Board of India (SEBI) as a market
•
“Top Performer in the Sovereign gold bonds
participant and a broking member with the National
Segment” by the BSE
Stock Exchange of India (NSE) and as a depository
participant with Central Depository Services • “Most Innovative Wealth, Asset and Investment
Limited (CDSL). Management Services” at World BFSI Congress
• “CEO of the Year” to Sandeep Bhardwaj at
Requisite application has been made in this regard. World BFSI Congress
No Objection Certificate (NOC) from NSE has been
received. Approval from CDSL and SEBI is under process. • “Business Icon of India” recognition to Sandeep
Bhardwaj by Zee Business
VII. Launch of Alternate Investment Fund (AIF) business • IIFL Securities was recognized as one of the “Most
During the year, your Company through its subsidiary has Trusted Brands of India”
entered AIF business. This year 2 AIF’s were launched, • “Great Place to Work” award for the fourth
one in listed space i.e IIFL Securities Dynamic Fund (SEBI time in a row
Registered Category III Alternative Investment Fund)
and other in unlisted/start up space i.e. IIFL Securities X. Corporate Social Responsibility (CSR) initiatives
Capital Enhancer Fund (SEBI Registered Category II
In accordance with the provisions of Section
Alternative Investment Fund). There has been significant 135 of the Companies Act, 2013 and rules made
interest shown by the clients in both these products. thereunder, IIFL Securities has adopted a CSR policy
indicating the CSR activities that will be undertaken
VIII. Enterprising India Investor Conference by the Company and its subsidiaries. The CSR
For the second year in a row, your Company’s flagship Policy is available on the website of the Company at
event – Enterprising India Investor Conference was held https://content.indiainfoline.com/wb/securities/
virtually. CEOs of 48 companies presented at the event reports/IIFL%20Securities%20Limited%20
which witnessed healthy participation. CSR%20Policy%20April%202022.pdf?_
ga=2.202746769.1664058785.1655295150-
Your Company also hosted the first physical event in 2017514718.1654148603.
almost two years at Chennai, webinars with 20 specialist
speakers, a virtual conference focused on the chemicals
India Infoline Foundation (hereafter referred to as
sector and a thematic conference on rural recovery. “IIFL Foundation”), a Section-8 Company under the
Your Company also conducted 26 corporate roadshows Companies Act, 2013 and a wholly owned subsidiary of
and managed 12 client trips during the year. the Company, acts as the principal arm to undertake CSR
initiatives on behalf of the Company and its subsidiaries.
Further, your Company hosted its business partners for As per Rule 4(2) of the Companies (Corporate Social
its annual event, ‘Fanfare 2022’ at the Taj Mahal Palace, Responsibility Policy) Rules, 2014, IIFL Foundation has
Mumbai. More than 100 partners participated in the registered itself with the Central Government by filing the
grand gala night which witnessed many memorable form CSR 1 with the Registrar.
63
IIFL Foundation through its CSR initiatives addresses 7. T

ransfer of unclaimed/unpaid amounts to the
4 thematic areas – Health, Education, Livelihood & Investor Education and Protection Fund (‘IEPF’)
Poverty Alleviation, or HELP. The initiatives include In terms of the provisions of Section 124 of the
upgrading treatment facilities at government hospitals, Companies Act, 2013 read with the Investor Education
construction of classrooms and laboratories at and Protection Fund Authority (Accounting, Audit,
government schools (rural), educating females from Transfer and Refund) Rules, 2016 (IEPF Rules) and other
marginalized communities, electrification of government applicable provisions, all monies remaining unpaid or
schools using solar energy, skill development initiatives unclaimed for a period of seven years from the date of
for women, scholarship to students (females) to improve transfer to unpaid/unclaimed dividend account, shall be
female literacy rate, distribution of Android tablets for transferred to the IEPF.
students to promote learning over digital platform,
activities promoting second livelihood to farmers through
Information relating to unclaimed dividend and
livestock development, and more. the due dates by which it can be claimed by the
shareholders are as under:
The activities contribute to meet UN’s Sustainable
Development Goals – Quality Education (SDG 4), Gender Financial Date of Last date
Equality (SDG 5), Reduced Inequalities (SDG 10), Good Year declaration for claiming
Health & Well-being (SDG 3), Clean Water and Sanitation of dividend unpaid dividend
(SDG 6), No Poverty (SGD 1) and Affordable & Clean 2019-20 February 07, 2020 March 14, 2027
Energy (SDG 13). 2020-21 March 10, 2021 April 15, 2028
2021-22 January 24, 2022 March 01, 2029
IIFL Foundation’s flagship program – Sakhiyon Ki Baadi
(SKB), is dedicated to provide foundational literacy
The details of unclaimed/unpaid dividends are available on
and numeracy to out-of-school girls in Rajasthan and
the website of the Company at https://www.indiainfoline.
facilitate their progression at government schools.
com/securities/corporate-annoucements.php.
The program is spread across 13 districts of Rajasthan,
reaching out to over 32,000 girls from marginalized
hareholders, whose dividend/shares are transferred to
S
communities. IIFL Foundation has conducted an
the IEPF, may claim the same by making an application
impact assessment of the Sakhiyon Ki Baadi program
in prescribed form to the IEPF Authority in this regard,
and the evaluation shows that the said program has
details of which are available on www.iepf.gov.in.
helped usher in a positive change in the attitude of the
No claims shall lie against the Company in respect of
community at large, towards educating females.
the dividend/shares so transferred. The members/
claimants can file only one consolidated claim in a
In compliance with Section 135 of the Companies
financial year as per the IEPF Rules.
Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company has 8. Transfer to reserves
constituted Corporate Social Responsibility (‘CSR’)
During the year under review, the Company has
Committee and statutory disclosures with respect to the
transferred an amount of ` 3.34 million to the
CSR Committee and Annual Report on CSR Activities
General Reserve.
is attached as Annexure – 1 and forms an integral part
of this report. 9. Deposits
The Company has not accepted /renewed any deposits
6. Dividend
within the meaning of Section 73 of the Companies Act,
Pursuant to Regulation 43A of the Securities and 2013 and the rules made thereunder and, as such, no
Exchange Board of India (Listing Obligations and amount of principal or interest was outstanding, as on
Disclosure Requirements) Regulations, 2015 the Balance Sheet date.
(“SEBI Listing Regulations”), your Company has
formulated the Dividend Distribution Policy which is 10. Share Capital
available on the website of the Company at https:// As on March 31, 2022, the issued, subscribed and
www.indiainfoline.com/securities/reports/Dividend_ paid-up equity share capital of the Company stood
Distribution_Policy.pdf. at ` 607,872,460 (comprising 30,39,36,230 equity
shares of ` 2 each).
During FY22, the Board of Directors of your Company
declared an interim dividend of ` 3 per equity share (i.e. During the year under review, the total paid up equity share
150% of the face value of ` 2 per share) in accordance capital of the Company changed from ` 605,870,660/-
with the Dividend Distribution Policy of the Company. to ` 607,872,460/- pursuant to allotment of 8,94,820
This led to an outgo of ` 911.58 million. The same is equity shares of ` 2/- each under IIFL Securities
considered as final. Limited Employee Stock Option Scheme(s)- 2018 and
64
Corporate Overview
1,06,080 equity shares of ` 2 each under IIFL Securities notes to the Standalone Financial Statements and note
Employees Stock Option 2019-Demerger Scheme to the 43 of the notes to the Consolidated Financial Statements
eligible employees of the Company and the said equity of the Company.
shares rank pari passu with the existing equity shares
from the date of allotment. 11. Nomination and Remuneration Policy
The Company has a Nomination and Remuneration
Further, the Company neither issued equity shares with
Policy which lays down a framework in relation to
differential rights as to dividend, voting or otherwise nor
appointment and remuneration of Directors, Key
any sweat equity shares during the year.
Managerial Personnel, and senior management
Employees Stock Option Scheme (ESOS) personnel of the Company and the same is amended
from time to time. The Nomination & Remuneration

Your Company has in force the following Employees
Policy is attached as Annexure – 2 and forms an integral
Stock Option Schemes, prepared in terms of the
provisions of Securities and Exchange Board of India part of this report and is also available on the website
(Share Based Employee Benefits and Sweat Equity) of the Company at https://www.indiainfoline.com/
Regulations, 2021: securities/reports/NR-Policy-120521.pdf.
1) IIFL Securities Employee Stock Option 2019 - 12. Particulars of employees

Demerger Scheme (“ISL Demerger Scheme”).
The disclosures required under Section 197(12) of
2) IIFL Securities Limited Employee Stock Option the Companies Act, 2013 read with Rule 5(1) of the
Scheme 2018 (“IIFL ESOS Scheme-2018”). Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as
Pursuant to the IIFL ESOS Scheme-2018, the Nomination Annexure – 3 and forms an integral part of this report.
and Remuneration Committee, at its meeting held on
October 08, 2021, granted 65,00,000 stock options to the
urther, a statement showing the names and other
F
eligible employees of IIFL Securities Limited.
particulars of employees drawing remuneration in
excess of the limits as set out in the Rule 5(2) and
s on March 31, 2022, 66,145 options have lapsed
A
5(3) of the aforesaid rules, is maintained and forms
under the ISL Demerger Scheme and the same are
part of this report. However, in terms of first proviso
not available for further grant. The aggregate number
to Section 136(1) of the Act, the Annual Report and
of stock options outstanding as on March 31, 2022
Accounts are being sent to the members and others
are 2,73,416 under the ISL Demerger Scheme. As on
entitled thereto, excluding the aforesaid information.
March 31, 2022, 14,25,180 options have lapsed under
The aforesaid information is available for inspection
the IIFL ESOS Scheme -2018 and the same have been
by the members. Any member interested in obtaining
added back to the pool, and are available for further grant.
a copy thereof, may write to the Company Secretary at
The aggregate number of stock options outstanding as
[email protected].
on March 31, 2022 stood at 1,31,17,938 under the IIFL
ESOS Scheme- 2018.
13. Prevention of Sexual Harassment (POSH)
There is no material change in the ISL Demerger Your Company is committed to promote a work
Scheme and the IIFL ESOS Scheme – 2018, except that environment that is conducive to the professional
IIFL ESOS Scheme -2018 has been aligned with the growth of its women employees and encourages
Securities and Exchange Board of India (Share Based equality of opportunity. IIFL Securities aims to adopt
Employee Benefits and Sweat Equity) Regulations, zero tolerance attitude against any kind of sexual
2021 (“SBEBSE Regulations”) and is in compliance with harassment or discrimination. Providing a safe working
the same. The disclosures relating to ESOPs required environment for women, free from sexual harassment
to be made under the provisions of the Companies and discrimination is among the key priorities
Act, 2013 and the rules made thereunder and SBEBSE of the Company.
Regulations are provided on the website of the Company
at www.iiflsecurities.com and the same is available for Your Company has in place a Policy on Prevention of
inspection by the members at the registered office of Sexual Harassment in accordance with the provisions
the Company. If any member is interested in obtaining of “The Sexual Harassment of Women at Workplace
a copy thereof, such member may write to the Company (Prevention, Prohibition, and Redressal) Act, 2013”.
Secretary at [email protected], whereupon a copy
will be provided. Furthermore, the Company has constituted an Internal
Complaints Committee for handling complaints
The relevant disclosures in terms of IND AS 102, relating under the said Policy. The Policy includes the scope,
to share based payment, forms part of note 32 of the consequence of non-compliance and redressal
65
mechanism along with contact details of the Committee which is in line with the SEBI Listing Regulations as
members for raising any grievance/complaint under the amended from time to time. The Policy has been
said Policy. The Company provides for mandatory online uploaded on the Company’s website and can be
training on POSH for every new joinee, as well as, all accessed at https://www.indiainfoline.com/securities/
employees on an annual basis. corporate-governance.php.
During FY22, there were no complaints received pursuant During the year under review, the name of IIFL
to the Sexual Harassment of Women at Workplace Corporate Services Limited, a wholly owned
(Prevention, Prohibition and Redressal) Act, 2013. subsidiary of the Company was changed to Livlong
Protection and Wellness Solutions Limited (“LPWSL”).
The following is reported, pursuant to Section 22 of the The object clause of LPWSL was also changed to
Sexual Harassment of Women at Workplace (Prevention, solving healthcare and insurance needs of customers
Prohibition and Redressal) Act, 2013: by leveraging technologies. LPWSL has commenced its
business in FY22.
a) Number of complaints received in the year: Nil
Further, during the year the Company had sold its 5%
b)
Number of complaints disposed off during the
stake in LPWSL. Consequent to the same, LPWSL
year: Nil
continues to be a subsidiary of the Company.
c)
Number of cases pending for more than ninety
days: Nil Furthermore, during the year the name of IIFL Insurance
Brokers Limited, wholly owned subsidiary, was changed
d)
Number of workshops or awareness programs to Livlong Insurance Brokers Limited.
against sexual harassment carried out: 5
Associate company
e) Nature of action taken by the employer or district
During the year under review, your Company had
officer: Not applicable
transferred its 21.47% stake in the Giskard Datatech
Private Limited (“Trendlyne”) to IIFL Securities Capital
14. Subsidiary and Associate companies
Enhancer Fund (AIF Category II). Pursuant to the said
Subsidiary companies
transfer, Trendlyne ceased to be an associate company.
As on March 31, 2022, the Company has the following
subsidiaries located in India and overseas: In accordance with Section 136(1) of the Companies Act,
2013, the financial statements including consolidated
Sr. No. Name of the domestic subsidiary
financial statements and all other documents required
1 IIFL Facilities Services Limited*
to be attached thereto and audited annual accounts of
2 IIFL Management Services Limited* subsidiary companies are available on the Company’s
3 Livlong Insurance Brokers Limited (Formerly website at https://www.indiainfoline.com/securities/
IIFL Insurance Brokers Limited)* financials.php. These documents/details will also be
4 IIFL Commodities Limited* available for inspection by any member of the Company
5 Livlong Protection and Wellness Solutions Ltd at its registered office and at the registered offices of the
(Formerly IIFL Corporate Services Limited) subsidiaries, except on Saturdays, Sundays and Public
(Formerly IIFL Asset Reconstruction Limited) Holidays. The Annual Report of all the subsidiaries will
6 India Infoline Foundation* be uploaded on the website of the Company at https://
(Section 8 Company) www.indiainfoline.com/securities/financials.php.
7 Shreyans Foundations LLP (Step down
subsidiary company) CONSOLIDATED FINANCIAL STATEMENTS
8 Meenakshi Towers LLP Your Company has, in accordance with Section 129(3)
9 IIFL Securities Services IFSC Limited* of the Companies Act, 2013, prepared the annual
consolidated financial statements, consolidating its
Name of the foreign subsidiary
financials with its subsidiary and associate companies
10 IIFL Wealth (UK) Limited*
as mentioned above. The annual audited consolidated
11 IIFL Capital Inc.* financial statements have been prepared in accordance
*Wholly-owned subsidiary with the relevant Indian Accounting Standards issued by
the Institute of Chartered Accountants of India.
IIFL Facilities Services Limited is a material subsidiary
of the Company as per Regulation 16 of SEBI Listing Pursuant to Section 129(3) of the Act read with Rule 5
Regulation. The Board of Directors of the Company have of the Companies (Accounts) Rules, 2014, a statement
approved a Policy for determining material subsidiaries containing salient features of the financial statements of
66
Corporate Overview
Subsidiaries and Associate Companies is given in Form Act, 2013 and Regulation 16(1) (b) of SEBI Listing
AOC-1 as ‘Annexure A’ of the Consolidated Financial Regulations. In terms of requirements of the SEBI Listing
Statements and forms an integral part of this Report. Regulations, the Board has identified core skills, expertise
and competencies of the Directors in the context of the
15. Management Discussion and Analysis Report Company’s businesses for effective functioning, which
In accordance with Regulation 34 of the SEBI Listing are detailed in the Report on Corporate Governance.
Regulations, the Management Discussion and Analysis
Report forms part of this Annual Report. Further, in terms of Section 150 of the Companies Act,
2013 read with Rule 6 of the Companies (Appointment
16. Business Responsibility Report and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have
Pursuant to Regulation 34(2) of the SEBI Listing
registered themselves with the databank maintained by
Regulations the Business Responsibility Report
the Indian Institute of Corporate Affairs.
describing the initiatives taken by the Company, from
an environmental, social and governance perspective, Statement regarding opinion of the Board with regard
forms part of this Annual report. to integrity, expertise and experience (including the
proficiency) of the Independent Director appointed
17. Directors and Key Managerial Personnel (KMP) during the year
Directors During the year there was no new appointment of
Your Company has a well-diversified Board comprising Independent Director on the Board of the Company.
of Directors from various backgrounds and having
broad range of experience, in the areas of finance, Retirement by rotation
accounting, technology, governance, risk management, In accordance with Section 152 of the Companies Act,
among others. Their combined experience and expertise 2013 read with Article 157 of the Articles of Association
enables the Company to ensure effective corporate of the Company, Mr. R. Venkataraman (DIN: 00011919) is
governance on one hand, and to take future-ready liable to retire by rotation at the ensuing Annual General
business decisions on the other. The Board provides Meeting (“AGM”) and, being eligible, has offered himself
leadership, strategic guidance and discharges its for re-appointment. The Board recommends the same
fiduciary duties of safeguarding the interest of the for the consideration of the Members of the Company
Company and its stakeholders. at the ensuing AGM and same has been mentioned
in the Notice convening the AGM. A brief profile of
The composition of the Board of Directors of the Mr. R. Venkataraman has also been provided therein.
Company is in accordance with the provisions
of Section 149 of the Companies Act, 2013 and Key Managerial Personnel
Regulation 17 of the SEBI Listing Regulations, with an During the year under review there was no change in
appropriate combination of Executive, Non-Executive the Key Managerial Personnels of the Company. As on
and Independent Directors (including one independent March 31, 2022, Mr. R. Venkataraman – Chairman and
woman director). During the year under review there was Managing Director, Mr. Narendra Jain -Whole-Time
no change in the composition of the Board of Directors Director, Mr. Ronak Gandhi- Chief Financial Officer and
of the Company. Ms. Meghal Shah- Company Secretary & Compliance
Officer are the Key Managerial Personnels in terms of
As on March 31, 2022, the Board comprises of 6 directors. the provisions of the Companies Act, 2013 and rules
Name DIN Designation made thereunder and the SEBI Listing Regulations.
Mr. R. 00011919 Chairman and
Venkataraman Managing Director 18. Meetings of Board
Mr. Narendra Jain 01984467 Executive Director The Board met Eight times during the FY22, the details
Ms. Rekha 08152356 Non-Executive of which are given in the Corporate Governance Report
Warriar Independent Director forming part of this Annual Report. The maximum
Mr. Shamik Das 07779526 Non-Executive interval between any two meetings did not exceed 120
Sharma Independent Director days, as prescribed in the Companies Act, 2013 and the
Mr. Anand 03084831 Non-Executive SEBI Listing Regulations. The Company has complied
Shailesh Bathiya Independent Director with Secretarial Standards issued by the Institute of
Mr. Viswanathan 09026252 Non-Executive Company Secretaries of India on Board meetings.
Krishnan Independent Director
19. Audit Committee of the Board
ll the Independent Directors of the Company have given
A Five meetings of the Audit Committee of the Board were
declarations that they meet the criteria of independence held during FY22. The composition of Audit Committee
as prescribed under Section 149(6) of the Companies is covered under the Corporate Governance Report.
67
During the year under review, there were no instances, as Strategic risk, Market risk, Credit risk, Financial risk,
where the Board had not accepted any recommendation Fraud risk, Legal risk, Compliance risk, Operational
of the Audit Committee. Risk, Reputational risk, People risk, Governance risk,
Sustainability risk and Technology risk. ERM at IIFL
For details of various Committees constituted by the Securities seeks to minimize the adverse impact of
Board please refer to the report on Corporate Governance these risks, thus enabling the Company to leverage
forming part of this Annual Report. market opportunities effectively and enhance its
long-term competitive advantage.
20. Risk management
The Company realizes the importance of Enterprise Risk The Company maintains a risk register for all the
Management (“ERM”) framework and has formulated departments in order to track the processes of each
a well-defined ERM Policy which encompasses department. This approach helps in identifying the risk
practices relating to the identification, analysis, and then evaluating the risk for which controls have been
evaluation, impact, control, mitigation and monitoring set. The Company also maintains an incident register
of the risks for achieving its key business objectives. and tracker to know the incidents that occurred and had
Your Company’s ERM framework comprises risks such an impact on its business.
The risk governance structure of the Company is as provided hereunder:
Risk Risk Risk Owners/

Board of Designated
Management Management Functional
Directors Risk Officer
Committee Function Heads
Role of Board of Directors: The Board of Directors is

ole of Risk Owners and Functional Heads: Each Risk
R
responsible for framing, implementing and monitoring owner/Functional head is responsible for their respective
the risk management policy/framework. It reviews the risk i.e risk identification, mitigation, implementation of
risk policy and ensures that appropriate systems of the controls and any other matter relating thereto and
control are in place. update the risk management function on the same.
Further, Risk owner/Functional head prepare a Risk
ole of Risk Management Committee (RMC): RMC is
R Report advising on the results and residual risks and
responsible for formulation of the detailed ERM policy recommending further action.
and monitor and oversee its implementation. It ensures
that appropriate methodology, processes and systems 21. Annual evaluation of the Board
are in place to monitor and evaluate risk associated The Company has in place a Policy on Performance
with the business of the Company. The details of
Evaluation, framed in accordance with the relevant
composition and meetings of RMC is covered under
provisions of the Companies Act, 2013, SEBI Listing
the Corporate Governance Report forming part
Regulations and SEBI circular dated January 5, 2017
of this report.
which provides further clarity on the process of board
evaluation (“SEBI Guidance Note”). The manner and
ole of Designated Risk Officer (DRO): DRO periodically
R
criteria of the evaluation of performance of the Board of
reviews the process for systematic identification and
Directors, Board Committees and the individual Directors
assessment of all the risks and update RMC on the risks
has been provided in the Corporate Governance Report
identified and the assessment and mitigation controls
forming part of this report.
relating thereto. DRO conducts internal meetings with
the Risk Owners/Functional Heads on ERM initiative and
22. Internal financial controls
updates the management on the progress/status of the
same on a quarterly basis. Your Company has maintained adequate internal
financial controls over financial reporting, which are
Role of Risk Management Function: The Company has constantly assessed and strengthened with new/
in place a risk management function for development and revised standard operating procedures. The Board
maintenance of overall risk management infrastructure. has adopted policies and procedures for ensuring the
It facilitates implementation of the ERM policy. orderly and efficient conduct of its business, including
It also maintains and update the risk register and creates adherence to the Company’s policies, safeguarding
awareness on the risk management process/ practices of its assets, prevention and detection of fraud, error
for the identified stakeholders periodically. Further, it reporting mechanisms, accuracy and completeness of
reports risk and risk management measures to RMC. the accounting records.
68
Corporate Overview
The Company’s internal control system is necessary approvals by the Audit Committee/Board/
commensurate with its size, scale and complexities Shareholders, reporting and disclosure requirements
of its operations. The Audit Committee of the Board in compliance with the Companies Act, 2013 and
actively reviews the adequacy and effectiveness of the provisions of the SEBI Listing Regulations. The said
internal control systems. The Audit Committee of the Policy may be accessed on the website of the Company
Board and Statutory Auditors are periodically apprised of at https://www.indiainfoline.com/securities/reports/
the internal audit findings and corrective actions taken. Related-Party-Transaction-Policy-120521.pdf.
Audit plays a key role in providing assurance to the Board
of Directors on the effectiveness of internal controls and All contracts executed by your Company during the
the veracity of the financial statements. Such internal financial year, with related parties, were on arm’s
financial controls over financial reporting were operating length basis and in the ordinary course of business.
effectively during the year. All such Related Party Transactions were entered into in
accordance with the RPT Policy of the Company.
During the FY22, there were no material observation
which has been highlighted for inefficiency or inadequacy During FY22, the Company has entered into material
of such controls. The details of adequacy of Internal contract/arrangement/transaction with related parties
Financial controls are given at length in the Management within the maximum limit approved by the Members
Discussion and Analysis report. of the Company at its meeting held on June 30, 2021.
As there is no outstanding balance as at March 31, 2022,
23. Quality initiatives the disclosure in Form AOC-2 as prescribed under the
Your Company continues to sustain its commitment Act has not been made. You may refer to note no. 35 and
to the highest levels of quality, superior service note no. 45 to the Standalone Financial Statements and
management, robust information security practices and Consolidated Financial Statements respectively, for the
mature business continuity management. Your Company related party disclosures.
successfully completed the annual ISO 27001:2013
(ISMS) surveillance audit in December 2021. 25. Statutory Auditors and their Report
Further, the Company has sustained compliance with Pursuant to the provisions of Section 139 of the
respect to various applicable laws and regulations in Companies Act, 2013, read with the Companies (Audit
terms of technology, business continuity management and Auditors) Rules, 2014, M/s V Sankar Aiyar & Co.,
and information security from various regulators. Chartered Accountants, Mumbai (Firm Registration
Number: 109208W), were appointed as the Statutory
The technology used in the Company comprises Auditors of the Company to hold office from the
industry standard business applications and robust IT
conclusion of 22nd Annual General Meeting (AGM) till the
infrastructure. These capabilities are used to manage
conclusion of the 27th AGM of the Company.
business operations, are scalable, improve overall
productivity & efficiency, and provide seamless and
The Company has received confirmation from the
world class experience to the Company’s customers.
Auditors to the effect that their re-appointment, if
Your Company ensured that there was no business
made, will be in accordance with the limits specified
or operations impact due to the second/third wave
under Companies Act, 2013 and the firm satisfies
of COVID as its robust Business Continuity Plan was
the criteria specified in Section 141 of the Companies
already active.
Act, 2013 read with Rule 4 of Companies (Audit and
Your Company has strengthened its information and Auditors) Rules, 2014.
cyber security mechanisms and other risk measures
to mitigate potential threats, risks and challenges. The Board of Directors of the Company is of the
It also procured cyber insurance cover to protect from opinion that continuation of M/s V Sankar Aiyar & Co,
financial losses. Chartered Accountants will be in the best interest of the
Company and therefore, the members are requested
Your Company believes in skill development, hence to consider their re-appointment as Statutory Auditors
various e-learning modules on technology and other of the Company, for a second term of five years, from
business areas have been enabled for employees the conclusion of the ensuing 27th AGM till the 32nd
through online training. AGM, at such remuneration mutually agreed and
approved by the Board.
24. Contracts and arrangements with Related Parties
Your Company has put in place a Policy for Related Party The Statutory Auditors’ Report forms part of the Annual
Transactions (RPT Policy), which has been approved Report. There were no qualifications, reservations,
by the Board of Directors and amended from time to adverse remarks or disclaimers in the Report of the
time. The Policy provides for identification of RPTs, Statutory Auditors of the Company.
69
26. Secretarial Audit and their Report not violated any provisions of SEBI (Prohibition of
Pursuant to the provisions of Section 204 of the Fraudulent and Unfair Trade Practices relating to
Companies Act, 2013 read with Rule 9 of the Companies Securities Market) Regulation, 2003 or any other
(Appointment and Remuneration of Managerial securities laws.
Personnel) Rules, 2014, the Company had appointed
However, in the interest of the closure of the
M/s Nilesh Shah and Associates, Company Secretaries
matter, the Company had filed a Settlement
in Practice for conducting the Secretarial Audit for
Application before SEBI and agreed for settlement
FY22. The Secretarial Audit Report of the Company is
terms in accordance with the SEBI Settlement
annexed as Annexure - 4. The Secretarial Auditor has
Regulations, 2018.
not expressed any qualification, reservation, adverse
remark in their Secretarial Audit Report for the year 2) The Company acted only as a broker for executing
under review. The Secretarial Auditor has mentioned the transactions of the client on the exchange
about the following events in their Report: platform and confirmed the same to the client
through the registered mobile number and email
1) The Company has paid Settlement amount of id from time to time and ensured the account
` 2,21,92,125/- in the matter of alleged violation of settlements from time to time. The Company had
Clauses A(1), A(2) A(3) & A(4) of Code of Conduct ensured with its systems and process as per SEBl/
prescribed under Schedule II read with regulation Exchange norms all the time. The client had never
9(f) of SEBI (Stock Brokers) Regulations, 1992 for disputed the trades executed on her behalf by her
manipulation of reference price considered for authorized person which shows/reconfirms the fact
execution of block deal trades in the scrip of Alkem that the trades were executed by duly authorized
Laboratories Ltd. during the period April 1, 2019 to person of the client. This clearly demonstrates the
September 30, 2019 without admitting or denying Company’s actions only as a broker in dealing and
findings of the facts and conclusion of law; servicing the client.
2) In an investigation in the matter of trading activities Accordingly, considering the fact that the Company
in the scrip of Pantaloon Retail (India) Ltd. had already been imposed of monetary penalty
(now known as Future Enterprises Limited) during in another matter for a similar charge and in
the period February 02, 2012 to April 30, 2012, connection with the same client and corrective
it was held by the Adjudicating Officer that the action taken by freezing the operations of the client
Company has violated provisions of Clause A(2) of trading account, the Adjudicating Officer has not
the Code of Conduct for Stock Brokers as specified levied penalty.
under Schedule II read with Regulation 7 of the
SEBI (Stock Brokers and Sub-Brokers) Regulations, Further, pursuant to Regulation 24A of the SEBI Listing
1992. However, considering the fact that the Regulations, the Secretarial Audit Report of material
Company has already been imposed monetary unlisted subsidiary of the Company i.e. IIFL Facilities
penalty in another matter for a similar charge, the Services Limited for FY22 is annexed as Annexure- 5.
Adjudicating Officer has disposed off the matter
without imposing any penalty on the Company. 27. Maintenance of cost records
The maintenance of cost records, for the services
Management response: rendered by the Company, is not applicable pursuant
1) In the said transaction the Company acted as to Section 148(1) of the Companies Act, 2013 read
broker for buy side institutional clients and the with Rule 3 of the Companies (Cost Records and
transactions were executed as per the consent Audit) Rules, 2014.
of the clients. The buyers in the block window
are all reputed institutional investors and all the 28. Reporting of frauds by Auditors
trades were executed in the block window. There is During FY22, the Statutory Auditors of the Company
no dispute that the transaction was genuine i.e. have not reported any instances of fraud committed in
there was indeed a change of beneficial ownership the Company, by its Officers or Employees, to the Audit
and the buyers were genuine. The delivery of Committee under Section 143(12) of the Companies
shares was indeed given and taken, the trades Act, 2013 read with Rule 13 of the Companies (Audit and
were fair to the buyers and the seller they were Auditors) Rules, 2014.
indeed fair to the market as well. It is clear that
the pattern of conduct shows that there was no 29. Particulars of loans, guarantees or investments
intention to manipulate. Accordingly, the Company Particulars of loans extended and investments made
denied the allegation of manipulating the reference are given in the note 6 of the Standalone Financial
price of Alkem for the Volume Weighted Average Statements for the year ended March 31, 2022 forming
Price window and believe that the Company had part of this Annual Report.
70
Corporate Overview
30. Annual return 34. Technology absorption

Pursuant to Section 134(3)(a) and Section 92(3) of The information on technology absorption stipulated
the Companies Act, 2013 read with Rule 12(1) of the under Section 134(3)(m) of the Companies Act, 2013
Companies (Management and Administration) Rules, read with Rule 8 of the Companies (Accounts) Rules,
2014 as amended from time to time, the Annual Return 2014 is as under;
of the Company in Form MGT-7 for FY22 has been placed
Technology absorption and innovation:
on the Company’s website at https://www.indiainfoline.
com/securities/financials.php. dvancement in Information Technology (IT) has led
A
to accelerated development in newer technologies,
31. M
aterial changes and commitments affecting the resulting in higher demand for digital solutions. This has
financial position of the Company enabled organizations to create world class products
that deliver customer delight through a robust service
There were no material changes and commitments
delivery framework.
affecting the financial position of the Company between
the end of the financial year of the Company to which Your Company’s management understands the
the financial statements relate till the date of this importance of technology and digital innovations in
Report which could have an impact on your Company’s the business segments it operates and lays utmost
operation or its status in the future. emphasis on system development and use of best
technology available in the industry. Your Company
32. Significant and material order passed by the keeps itself abreast of technological advancements
Regulators or Court or Tribunals in the industry and ensures continued and sustained
There were no significant and material orders passed efforts towards absorption of technology, adaptation as
by the Regulators or Courts or Tribunals impacting well as, development of the same to meet the business
the going-concern status of the Company and its needs and objectives.
future operations.
Your Company remains committed to investing in
33. Energy conservation technology to provide competitive edge and contribute in
business that is scalable. Digital and analytics continue
The information on energy conservation stipulated
to be the key focus areas, to bring in agility, availability
under Section 134(3)(m) of the Companies Act, 2013 and relevance. As the Company continues to expand and
read with Rule 8 of the Companies (Accounts) Rules, amplify its business, it will enhance its digital presence
2014 is as under; and provide much better features, reports and service
to its clients.
The Company is engaged in providing financial
services and, as such, its operations do not account for The Company is making requisite investments in
substantial energy consumption. However, the Company skilled manpower, security and new technology to
is taking all possible measures to conserve energy. ensure that the organization is in line with the market
Several environment friendly measures were adopted by trends, to improve staff performance, enhance the
the Company which are: security of data, expand storage and compute capacity.
i. Installation of capacitors to save power; Data and cyber security along with continuity of services
ii. Saving power by providing laptops and tablets is also considered as a paramount importance for the
instead of desktops; organization. The Company successfully completed
the annual ISO 27001:2013 (ISMS) surveillance audit
iii. Installation of Light Emitting Diode (LED) lights; in December 2021.
iv. Installation of access-based network printers to
As the Company continues to expand its geographic
control printing, thereby saving paper;
reach and enhance the scale of operations, it intends
v. Optimizing usage of air-conditioning; to further develop and integrate technology to support
growth and improve service quality.
vi. Shutting off all lights, when not in use;
vii. Minimizing usage of single use plastic The Company made significant investments, in
technology, digital innovations, systems and manpower,
Your Company frequently puts circulars on the in the aforesaid initiative and is continuously developing
corporate intranet, IWIN, for its employees, educating the same.
them on ways and means to conserve electricity
and other natural resources and ensures strict During FY 22, several new technology initiatives were
compliance of the same. completed successfully as well as systems upgraded
71
to latest versions to support the growing needs of the 36. Whistle Blower Policy/Vigil Mechanism
business of the Company. Pursuant to Section 177(9) of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board
Some of the key Company-wide projects completed were:
and its Powers) Rules, 2014 and Regulation 22 of the
SEBI Listing Regulations, the Company has adopted a
Digital innovations and enhancements:
Whistle Blower Policy and established the necessary

Introduction of best-in-class technologies for vigil mechanism for Directors, Employees and
simplification and optimization of user journeys and Stakeholders to report genuine concerns or grievances
application processing like Digi locker, fraud detection, about unethical behaviour, actual or suspected fraud
liveliness check, face match, AI based automated or violation of the Company’s code of conduct or
document verification, and OCR, WhatsApp based client ethics policy. Vigil Mechanism provide for adequate
acquisition journey where customers can open an IIFL safeguards against victimization of persons who use
account without human intervention. Complete revamp such mechanism and also make provision for direct
of login process to reduce friction while maintaining 2FA access to the Chairperson of the Audit Committee
security. Enhancements to fund transfer processes - one in appropriate and exceptional cases. For further
click UPI based transfers, support for additional banks, details, please refer Report on Corporate Governance
real-time withdrawable balance. Improving transaction forming part of this Annual Report. The Company has
experience with contextual nudges and optimizations. disclosed the Policy on the website of the Company
Simplification of pledge experience to address concerns at https://www.indiainfoline.com/securities/reports/
around minimum margin requirements defined by the Whistle-Blower-120521.pdf. During FY22, no complaints
regulator. Implementation of deep integrations enabled were received under this Policy.
richer functionality, cohesive experience, and access to
multiple investment products including Global Investing, 37. Corporate Governance
Wealth Baskets, Tax Filing, ETFy. Entire Application User A Report on Corporate Governance, along with a
Interface were revamped and made it more user friendly. certificate from the Secretarial Auditors of the Company,
Introduced real-time margin requirement monitoring regarding the compliance of the requirements of
with combined reports of all segments for better risk Corporate Governance, as stipulated under the provisions
management. Enabled Earmarking feature so that on the of Regulation 34 of the SEBI Listing Regulations’ forms
same day margin benefit extended to customer on stock an integral part of this Report.
sell even during corporate action period.
38. Directors’ Responsibility Statement:
Launch of new services/products: In compliance with Section 134(5) of the Companies
Launch of Voice Bot and IIFL Help servicing portal which Act, 2013, the Board of Directors of your Company, to
the best of their knowledge and ability, confirm that:
is one stop shop for all query resolution. Launch of
Gemrush which is end-to-end research recommendation a)
in the preparation of the Annual Accounts for
and dissemination platform based on e-commerce the year ended March 31, 2022, the applicable
principles for user engagement and retention. Launch of accounting standards had been followed along with
buy now pay later which is a super simplified end-to- proper explanation relating to material departures;
end margin trading experience for users. Launch of AAA
b)
the Directors had selected such accounting
Web which is a one stop partner portal for onboarding,
policies and applied them consistently and made
servicing, and driving business. Launch of integration
judgments and estimates that are reasonable and
and tie-ups with leading advanced trading platforms prudent, so as to give a true and fair view of the
including Luxemburg based Gocharting, Algobulls, state of affairs of the Company as at March 31,
Arthalabs. Launch of Option House which is a simplified 2022 and of the profit of the Company for the year
option trading tool for beginners. Launch of trading view ended on that date;
which is a charting tool for derivative traders.
c) the Directors had taken proper and sufficient
35. Foreign exchange earnings and outgo care for the maintenance of adequate accounting
records in accordance with the provisions of the
The information on foreign exchange earnings and outgo
Companies Act, 2013 for safeguarding the assets
stipulated under Section 134(3)(m) of the Companies
of the Company and for preventing and detecting
Act, 2013 read with Rule 8 of the Companies (Accounts)
fraud and other irregularities;
Rules, 2014 is as under.
d)
the Directors ensured the annual accounts are
(` In million) prepared on a going concern basis;
Particulars FY 2021-22 FY 2020-21
e) the Directors had laid down internal financial
Earning in Foreign Currency 355.25 290.48 controls to be followed by the Company and that
Expenses in Foreign such internal financial controls are adequate and
Currency 115.50 139.51 operating effectively; and
72
Corporate Overview
f) the Directors had devised proper systems to ensure 40. Appreciation

compliance with the provisions of all applicable The Company is grateful to the Securities and Exchange
laws and that such systems are adequate and Board of India, the Exchanges, Depositories, and other
operating effectively. Regulatory and Statutory Authorities, its bankers, lenders,
clients, investors, members and all other stakeholders
39. Other disclosures for their continued co-operation and support.
As no application has been made under the Insolvency
and Bankruptcy Code, the requirement to disclose the Your Directors further wish to place on record their
details of application made or any proceeding pending sincere gratitude and appreciation, for the services and
under the Insolvency and Bankruptcy Code, 2016 (31 of generous efforts rendered by its employees at all levels,
2016) during the year along with their status as at the towards the overall growth and success the Company.
end of the financial year is not applicable.
The requirement to disclose the details of difference
For and on behalf of the Board
between amount of the valuation done at the time of
onetime settlement and the valuation done while taking
R. Venkataraman
loan from the Banks or Financial Institutions along with
Chairman and Managing Director
the reasons thereof is not applicable.
DIN:00011919
The requirement to disclose the details of non-exercising Date: April 26, 2022
of voting rights in respect of shares purchased directly Place: Mumbai
by employees under a scheme pursuant to Section 67(3)
of the Act read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014 is not applicable.
73
Annexure-1 to the Directors’ Report

The Annual Report on Corporate Social Responsibility (CSR) Activities of IIFL Securities Limited
[Pursuant to Section 135 of the Companies Act, 2013 and Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014]
1. OUTLINE OF CSR POLICY:

The CSR Policy and projects of IIFL Securities Limited (herein after referred as “IIFL Securities”) are steered by the
same values that guide the business of IIFL Securities & its subsidiaries. It can be summarized in one acronym – FIT,
which stands for:
• Fairness in all our transactions
• Integrity and Honesty in letter, in spirit and in all our dealings with people
• Transparency in all our dealings
By applying these values to the CSR projects, IIFL Securities & its subsidiaries undertakes initiatives that create sustainable
growth and empowers underprivileged sections of the society.
The focus areas prioritized by IIFL Securities Limited & its subsidiaries in its CSR strategy are given below:-
• Literacy initiative for females
• Development of medical facilities at Government hospital
• Delivery of vaccines by Drone
• Support for education of children from financially weaker group
• Electrification of Government schools (Rural)
• Mission Conquer Covid
• Fight against outbreak of COVID-19 pandemic
• Development of market place for women to promote livelihood
The CSR Project of IIFL Securities is managed by India Infoline Foundation (generally referred as “IIFL Foundation”).
2. COMPOSITION OF THE CSR COMMITTEE:

IIFL Securities has constituted a CSR Committee in compliance with Section 135 of the Companies Act, 2013. The members
constituting the CSR Committee as on March 31, 2022 have been listed below:
Sr. Name of Director Designation / Number of meetings Number of meetings
No. Nature of Directorship held during the year attended during the year
1 Mr. Anand Bathiya Independent Director 2 2
(Chairman)
2 Mr. Narendra Jain Executive Director 2 2
(Member)
3 Mr. Viswanathan Krishnan Independent Director 2 2
(Member)
3. W
EB-LINK FOR DETAILS ON COMPOSITION OF CSR COMMITTEE, CSR POLICY AND CSR PROJECTS
APPROVED BY THE BOARD:
Web-link for:
The Composition of CSR Committee https://www.indiainfoline.com/securities/corporate-governance.php
The CSR Policy: https://www.indiainfoline.com/securities/corporate-governance.php
The details on projects: https://iiflfoundation.com/
74
Corporate Overview
4. IMPACT ASSESSMENT OF CSR PROJECTS:

Not applicable
5. AMOUNT AVAILABLE FOR SET OFF:

Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any.
Not applicable
6. PRESCRIBED CSR EXPENDITURE:

Average net profit for last three financial years:
The average net profit of IIFL Securities of the last three financial years calculated in terms of Section 198 as provided in
the Section 135 of the Companies Act, 2013 is ` 1,85,34,06,251.64/-
7. Sr. Particulars Amount (in `)

No.
a. Two percent of average net profit of the company as per Section 135(5) 3,70,68,125/-
b. Surplus arising out of the CSR projects or programmes or activities of the previous NIL
financial years
c. Amount required to be set off for the financial year, if any NIL
d. Total CSR obligation for the financial year (7a+7b- 7c) 3,70,68,125/-
8. DETAILS OF CSR SPENT DURING THE FINANCIAL YEAR:

a) Amount spent or unspent for the Financial Year:
Total Amount Amount Unspent (in `)

Spent for the Total Amount transferred to Unspent Amount transferred to any fund specified under Schedule
Financial Year CSR Account as per Section 135(6) VII as per second proviso to Section 135(5)
(in `)
Amount Date of transfer Name of the Fund Amount Date of transfer
2,77,42,550/- 93,25,575/- April 21, 2022 N.A. NIL N.A.
b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sr. Name of the Item from Local Location of the project Project Amount Amount Amount Mode of Mode of Implementation
No. Project the list of area duration allocated for spent in transferred Implementation – Through Implementing
activities (Yes/ the project the current to Unspent - Direct (Yes/ Agency
in No) (in `)* financial CSR Account No)
Schedule Year (in `) for the
VII to the State District project as Name CSR
Act per Section Registration
135(6) (in `) number
1. Development Promoting No Rajasthan Udaipur 2 years 82,54,037/- 44,28,462/- 38,25,575/- No IIFL CSR00002470
at Govt. Healthcare Foundation
Hospital
2. Developing Eradicating No Maharashtra Nashik 2 years 26,23,974/- 1,23,974/- 25,00,000/- No IIFL CSR00002470
Bazaar Hub – Poverty Foundation
Gulaabi Gaon
3. Govt. School Promoting No Rajasthan Rajsamand 2 years 40,00,000/- 10,00,000/- 30,00,000/- No IIFL CSR00002470
– Science Education Foundation
Laboratory
4. Sakhiyon ki Promoting No Rajasthan Ajmer, Pali, 4 years 99,96,175/- 99,96,175/- NIL No IIFL CSR00002470
Baadi Education Jodhpur, Foundation
Jalore
TOTAL 2,48,74,186/- 1,55,48,611/- 93,25,575/-
* The amount allocated for the project is for FY 2021-22.
75
c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sr. Name of the Project Item from Local Location of the project Amount Amount Mode of Mode of Implementation
No. the list of area spent in transferred Implementation – Through Implementing
activities in (Yes/ the current to Unspent - Direct (Yes/ Agency
Schedule No) State District financial Year CSR No) Name CSR
VII to the (in `) Account Registration
Act number
1. Vaccine delivery using Promoting No Maharashtra Palghar 9,80,000/- NIL No IIFL CSR00002470
Drone Healthcare Foundation
2. Development of Promoting No Rajasthan Rajsamand 11,35,000/- NIL No IIFL CSR00002470
Ophthalmic Ward Healthcare Foundation
3. Seva Kutir – Learning Promoting No Madhya Khandwa 34,73,333/- NIL No IIFL CSR00002470
centre Education Pradesh Foundation
4. Solar installation at Promoting No Maharashtra Palghar 11,11,320/- NIL No IIFL CSR00002470
Govt. School Education Foundation
5. Mission Conquer Covid Promoting Yes Maharashtra Mumbai 26,71,196/- NIL No IIFL CSR00002470
– ECG Machine Healthcare Foundation
6. Cycle Distribution for Promoting No Maharashtra Palghar 1,71,700/- NIL No IIFL CSR00002470
students (Girls) Education Foundation
7. Awareness Campaign Promoting No Rajasthan Udaipur 1,390/- NIL No IIFL CSR00002470
on Importance of Education Foundation
Education for Female
– College of Home
Science
8. Donation of C-Arm Promoting No Rajasthan Udaipur 26,50,000/- NIL Yes - -
Machine Healthcare
TOTAL 1,21,93,939/-
d) Amount spent in Administrative Overheads: NIL
e) Amount spend on impact assessment: Not applicable
f) Total amount spent for the Financial Year (8b+8c+8d+8e): ` 2,77,42,550/-
g) Excess amount for set off, if any: NIL
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Not applicable, as the Company has spent the full CSR amount in all the three preceding financial years.
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sr. Project ID Name of the Financial Year Project Total amount Amount spent Cumulative amount Status of
No. Project in which the duration allocated for on the project spent at the end of the project -
project was the project in the reporting reporting Financial Completed
commenced (in `) Financial Year Year /Ongoing
(In `) (in `)
1. IIFL-CSR-SKB01 Sakhiyon ki Baadi 2020-21 4 years 5,53,63,076/- 99,96,175/- 3,53,83,076/- Ongoing
Brief Description of Key Projects: has a predefined syllabus which is in alignment with
i. akhiyon ki Baadi - Girl Child illiteracy eradication
S the topics prescribed in the textbooks followed at
program: Governmant schools in Rajasthan.
It is a matter of great concern and shame that girls in

The initiative covertly contributes to conservation
large number continue to be out of school and remain
illiterate. This problem is particularly severe in northern of indigenous languages, provides employment to
state of Rajasthan. IIFL Foundation has vowed to native females and promotes skill building among the
change this in the next few years through starting marginalized communities. The initiative is helping
community schools, which are multi grade multi-level to meet 3 of the UN’s Sustainable Development
schools set in the villages, making it accessible for girls Goals – Quality Education, Gender Equality and
to get educated. Sakhiyon ki Baadi learning centres Reduced Inequalities.
76
Corporate Overview
ii. evelopment at Government Hospital – Udaipur,

D are conducted on value education covering themes
Rajasthan as – Self Awareness, Responsibility, Ethics and
Developing the dormant wards at the Maharana Bhupal Morals. The program functions in Khandwa District of
Government Hospital, Udaipur (Rajasthan), to setup Madhya Pradesh.
Operation Theatres (OT), Intensive Care Unit (ICU),
Outpatient Department (OPD), cabins for senior doctors vii. Solar Installation at Government Schools
& resident doctors and waiting area for family members With this initiative IIFL Foundation intends to provide
of the patients. decentralized energy system to 50 Primary Schools
(Government) of Zilla Parishad at Palghar District
The development is carried along with installation (From Vikramgad, Jawahar, Mokhada & Wada), to not
of required medical equipment in the OT, OPD and only fulfil their need for electricity, but also help to use
ICU and furnishing of the wards. (ceiling, flooring, digital learning systems (Computers & Android Tablets).
electrical fixtures) The initiative helps to reduce Carbon Footprint and
promotes SDG 7 – Affordable and Clean Energy.
iii. D
evelopment at Government School – Science
Laboratory viii. Mission Conquer Covid – ECG Machine
To improve infrastructure at Government Schools (rural) IIFL Foundation donated an ECG Machine to Endoscopy
and promote better facilities to students, IIFL Foundation Dept. at KEM Hospital, Mumbai, Maharashtra.
is constructing science laboratories, computer room and
The machine will allow the hospital to offer services
sanitation facility at Government girls senior secondary
to the marginalized / financially weaker section.
school (up to 12th Grade) at GP – Khamnore, Rajasthan.
Each year, over 500 girls will be benefited from this
ix. Donation of C-ARM Machine
facility and enable them to pursue higher education and
subsequently careers in science stream. IIFL Foundation donated a C-Arm Machine to Orthopedic
Surgery Dept. at Maharana Bhupal Government
iv. Vaccine Delivery using Drone Hospital, Udaipur, Rajasthan. The machine will allow the
hospital to offer services to the marginalized / financially

IIFL Foundation partnered with central and state
weaker section.
government to start Maharashtra’s first Covid-19
vaccine delivery through drones to reach the inaccessible
10. R
ESPONSIBILITY STAEMENT OF THE CSR
terrains in Jawhar taluka of Palghar district.
COMMITTEE:
This drone-based vaccine delivery is one of the country’s Through this report, IIFL Securities seeks to
first vaccine delivery operations with a 5 kg payload communicate its commitment towards CSR to the
capacity and range of covering 25 kilometers in 9 mins, Ministry of Corporate Affairs. The implementation and
which otherwise takes over 70 minutes to cover by road monitoring of the CSR Policy is in compliance with the
(Hilly region & poor road condition). provisions of the Companies Act, 2013. The Board of
the Company and the CSR Committee is responsible
v. Development of Ophthalmic Ward (Rural) for the integrity and the objectivity of all the information
IIFL Foundation helped to setup an Ophthalmic Ward at provided in the disclosure above. All projects reported
the Primary Health Centre (PHC) at Khamnor (rural), have been selected based on careful evaluation
Rajasthan. This is the first and only facility of such kind of the extent to which they create sustainable
in the Khamnore village, that shall be beneficial to people positive outcomes for marginalized segments of
residing in the rural hamlets in a radius of 30 kms from society. The Company has adopted measures to
PHC. In next phase, IIFL Foundation is planning to setup ensure that these projects are implemented in an
Ophthalmic Surgery ward. effective and efficient manner so that they are able
to deliver maximum potential impact. In line with the
vi. Seva Kutir – Learning Centers requirements of the Section 135, the Company has

A set of community-based learning centre for also established a monitoring mechanism to track the
holistic development of children from marginalized progress of its CSR projects.
communities. Children are offered special coaching
to excel in academics, given nutritious meals twice a The CSR Committee and the Board ensures that the
day and engaged in extra-curricular activities. A mini funds disbursed have been utilised for the purposes and
library with collection of 100 books is setup to improve in the manner as approved by it and same is certified by
reading and comprehension skills. Special sessions the Chief Financial Officer of the Company.
77
11. I N CASE OF CREATION OR ACQUISITION 12. S

PECIFY THE REASON(S), IF THE COMPANY
OF CAPITAL ASSET, FURNISH THE DETAILS HAS FAILED TO SPEND TWO PER CENT OF THE
RELATING TO THE ASSET SO CREATED OR AVERAGE NET PROFIT AS PER SECTION 135(5):
ACQUIRED THROUGH CSR SPENT IN THE The unspent amount was pertaining to the ongoing
FINANCIAL YEAR (ASSET-WISE DETAILS): projects and the same would be required and utilized
(a) Date of creation or acquisition of the capital over the period of three years as stipulated under the
asset(s). - Not Applicable Companies Act, 2013.
(b) Amount of CSR spent for creation or acquisition of

capital asset. - Not Applicable
(c) Details of the entity or public authority or beneficiary
under whose name such capital asset is registered, Mr. R. Venkataraman Mr. Anand Bathiya
their address etc. - Not Applicable Managing Director Chairman of CSR Committee
(DIN: 00011919) (DIN: 03084831)
(d) Provide details of the capital asset(s) created or
acquired (including complete address and location Date: April 22, 2022
of the capital asset). - Not Applicable. Place: Mumbai
78
Corporate Overview

NOMINATION AND REMUNERATION POLICY
I. OBJECTIVE: 2. Formulate the criteria for determining qualifications,

This Policy on Nomination and Remuneration of positive attributes and independence of a director
Directors, Key Managerial Personnel and Senior and recommend to the Board a policy, relating to
Management has been approved by the Nomination the remuneration for the directors, key managerial
and Remuneration Committee (the Committee) and personnel and other employees and while formulating
Board of Directors. this policy ensure that –
(i)
Level and composition of remuneration is
II. DEFINITIONS: reasonable and sufficient to attract, retain and
1. “Act” means the Companies Act, 2013 and Rules motivate directors of the quality required to run our
framed there under, as amended from time to time. Company successfully;
(ii)
Relationship of remuneration to performance
2. “Board” means Board of Directors of the Company.
is clear and meets appropriate performance
benchmarks; and
3. “Key Managerial Personnel” (KMP) means:
(iii) Remuneration to directors, key managerial
• Managing Director, or Chief Executive
personnel and senior management involves
Officer or Manager;
a balance between fixed and incentive pay
• Whole-time Director; reflecting short and long-term performance
• Chief Financial Officer; objectives appropriate to the working of our
Company and its goals;
• Company Secretary;
3. Identify persons who are qualified to become directors
• such other officer, not more than one level
and who may be appointed in senior management in
below the directors who is in whole-time
accordance with the criteria laid down, recommend to
employment, designated as key managerial
the Board their appointment and removal;
personnel by the Board; and
• and such other officer as may be prescribed. 4. Whether to extend or continue the term of appointment
of the independent director, on the basis of the report of
4. “Research Analysts” shall have the same meaning as performance evaluation of independent directors;
defined under the SEBI (Research Analysts) Regulation,
2014 as amended from time to time. 5. Devising a policy on diversity of the board of directors;
5. “senior management” shall mean officers/personnel of 6. recommend to the board all remuneration, in whatever
the Company who are members of its core management form, payable to senior management; and
team excluding board of directors and normally this
7. Administration and superintendence of the ESOP
shall comprise all members of management one level
Schemes.
below the “chief executive officer/managing director/
whole time director/manager (including chief executive
IV. A
PPOINTMENT AND REMOVAL OF DIRECTOR,
officer/manager, in case they are not part of the board)
KMP AND SENIOR MANAGEMENT:
and shall specifically include company secretary and
chief financial officer. 1. Appointment Criteria and Qualifications:
a) person being appointed as director,
A
Unless the context otherwise requires, words and KMP or in senior management should
expressions used in this policy and not defined herein possess adequate qualification, expertise
but defined in the Companies Act, 2013 / SEBI Listing and experience for the position he / she is
Regulations (wherever applicable) as may be amended considered for appointment.
from time to time shall have the meaning respectively
assigned to them therein. b) Independent Director:
(i) Qualifications of Independent Director:
III. ROLE OF COMMITTEE:
An Independent director shall possess
1. Formulate criteria and manner for effective evaluation appropriate skills, experience and knowledge
of performance of Board, its committees and individual in terms of the Board Diversity Policy
directors and review its implementation and compliance; of the Company.
79
(ii) Positive attributes of Independent Directors: •

the relationship of remuneration and
An independent director shall be a person of performance benchmark;
integrity, who possesses relevant expertise
and experience and who shall uphold ethical • balance between fixed and incentive
standards of integrity and probity; act pay reflecting short and long term
objectively and constructively; exercise his performance objectives;
responsibilities in a bona-fide manner in the
•
appropriate to the working of the
interest of the company; devote sufficient time
Company and its goals;
and attention to his professional obligations
for informed and balanced decision making;
• responsibility required to be shouldered , the
and assist the company in implementing the
industry benchmarks and the current trends;
best corporate governance practices.
• the Company’s performance vis-à-vis
2. Removal:
the annual budget achievement and
Due to reasons for any disqualification mentioned individual performance.
in the Act or under any other applicable Act, rules
and regulations there under, the Committee 2. Non-Executive Director:
may recommend, to the Board with reasons
(i) The Non-Executive Independent Director may
recorded in writing, removal of a Director, KMP
receive fees for attending meeting of Board or
or Senior Management Personnel subject to the
Committee thereof. Provided that the amount of
provisions and compliance of the said Act, rules
such fees shall not exceed Rupees One Lac per
and regulations.
meeting of the Board or Committee or such amount
as may be prescribed by the Central Government
3. Retirement:
from time to time.
The Director, KMP and Senior Management
Personnel shall retire as per the applicable (ii) A Non-Executive Director may be paid commission
provisions of the Act and the prevailing policy of on an annual basis, of such sum as may be
the Company. The Board will have the discretion approved by the Board on the recommendation
to retain the Director, KMP, Senior Management of the Committee.
Personnel in the same position/ remuneration or
otherwise even after attaining the retirement age, (iii) The Committee may recommend to the Board, the
for the benefit of the Company. payment of commission, to reinforce the principles
of collective responsibility of the Board.
V. REMUNERATION:
A. Directors: (iv) In determining the quantum of commission
1. xecutive Directors (Managing Director, Manager or
E payable to the Directors, the Committee shall make
Whole Time Director): its recommendation after taking into consideration
the overall performance of the Company and the
(i) At the time of appointment or re-appointment, the
onerous responsibilities required to be shouldered
Executive Directors shall be paid such remuneration
by the Director.
as may be mutually agreed between the Company
(which includes the N&R Committee and the Board (v) The total commission payable to the Directors shall
of Directors) within the overall limits prescribed not exceed prescribed limits as specified under
under the Companies Act, 2013. Companies Act, 2013.
(ii) The remuneration shall be subject to the approval (vi)

The commission shall be payable in prorate
of the Members of the Company in General Meeting basis to those Directors who occupy office for
as per the requirement of the Companies Act, 2013. part of the year.
(iii) The remuneration of the Manager/ CEO/ Managing B. KMP & Senior Managerial Personnel:
Director/ Whole Time Director is broadly divided
The remuneration to the KMP and Senior Management
into fixed and incentive pay reflecting short and
Personnel will be based on following guidelines:
long term performance objectives appropriate
to the working of the Company. In determining a. maintaining a balance between fixed and
the remuneration (including the fixed increment incentive pay reflecting short and long term
and performance bonus), the Committee shall performance objectives appropriate to the working
consider the following: of the Company;
80
Corporate Overview
b. compensation should be reasonable and b. Any contribution made by the Research

sufficient to attract retain and motivate KMP and Analyst to the Company’s investment banking
senior management; or merchant banking or brokerage services
business other than that of preparing and / or
c. Remuneration payable should comprise of a fixed providing research reports.
component and a performance linked variable
based on the extent of achievement of individual VI. OTHER DETAILS:
performance vis-a-vis overall performance Membership
of the company;
The Committee shall consist of minimum 3
non-executive directors, majority of them being
d. Remuneration shall be also considered in form of
independent. The Chairperson of the Committee shall
long term incentive plans for key employees, based
be an Independent Director. The Chairperson of the
on their contribution, position and length of service,
Company shall not be a Chairman of the Committee.
in the nature of ESOPS/ESPS.
The term of the Committee shall be continued unless
terminated by the Board of Directors.
C. Research Analysts:
(i) The compensation of all individuals employed as Frequency of Meetings
Research Analyst shall be reviewed, documented
The meeting of the Committee shall be held at such
and approved at least annually by the Committee
regular intervals as may be required. The Committee
may invite such executives, as it considers appropriate,
(ii) While approving the compensation of the Research
to be present at the meetings of the Committee.
Analysts, the Committee shall not consider:
Secretary
a. Any specific merchant banking or investment
banking or brokerage services transaction The Company Secretary of the Company shall act as
which might have happened because of the Secretary of the Committee. In absence of Company
services of the Research Analyst; and Secretary, the Committee may designate any other
officials or any of the members of the Committee who
shall act a Secretary of the Committee.
81

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014:
Sr. No. Requirement Disclosure
1 The ratio of the remuneration of each Director to Executive Directors
the median remuneration of the employees for the Mr. R. Venkataraman 80.84X
financial year Mr. Narendra Jain 15.85X
Non-Executive Directors
Ms. Rekha Warriar 2.78X
Mr. Shamik Das Sharma 2.66X
Mr. Anand Shailesh Bathiya 2.04X
Mr. Viswanathan Krishnan 1.33X
2. The percentage increase in remuneration of each MD 25
Director, CFO, CEO, CS in the financial year WTD 16
CFO 13
CS 10
3. The percentage increase in the median remuneration The median remuneration of the employees in the financial
of employees in the financial year year was increased by 16%. The calculation of 16% increase
in Median Remuneration is done based on comparable
employees. For this the employees who were not eligible for
any increment have been excluded.
4. The number of permanent employees on the rolls of The Company had 2254 employees on the rolls as on March
the Company 31, 2022.
5. Average percentile increase already made in the In Financial Year 2021-22, there is an average increase of
salaries of employees other than the managerial 17 % in the remuneration other than managerial personnel
personnel in the last financial year and its comparison as compared to increase of 11% in the remuneration of
with the percentile increase in the managerial managerial personnel.
remuneration and justification thereof and point out if
there are any exceptional circumstances for increase
in the managerial remuneration
6. Affirmation that the remuneration is as per the Yes, it is confirmed
remuneration policy of the Company
Notes:
1. The ratio of the remuneration of each director to the median employee’s remuneration is prepared based of comparable
remuneration i.e. 2020-21 and 2021-22.
2. Remuneration paid to the Independent Non – Executive Directors includes sitting fees for attending Board/Committee
meetings and commission on pro rata basis.
3. MD- Managing Director, WTD- Whole Time Director, CFO- Chief Financial Officer, CS – Company Secretary.
For and on behalf of the Board
R. Venkataraman
Date: April 26, 2022 Chairman and Managing Director
Place: Mumbai DIN: 00011919
82
Corporate Overview

FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022
[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To Foreign Direct Investment, Overseas Direct Investment

The Members, and External Commercial Borrowings, as applicable
IIFL Securities Limited to the Company;
IIFL House, Sun Infotech Park,
Road No. 16V, Plot No. B-23, (v)
The following Regulations and Guidelines prescribed
Thane Industrial Area, under the Securities and Exchange Board of India Act,
Wagle Estate, Thane – 400 604 1992 (‘SEBI Act’):
(a) The Securities and Exchange Board of India
Dear Sir / Madam,
(Listing Obligations and Disclosure Requirement)
We have conducted the secretarial audit of the compliance Regulations, 2015, (SEBI LODR Regulations);
of applicable statutory provisions and the adherence to good
Corporate Governance practice by IIFL Securities Limited (b) The Securities and Exchange Board of India
(hereinafter called “the Company”). Secretarial Audit was (Substantial Acquisition of Shares and Takeovers)
conducted in a manner that provided us a reasonable basis Regulations, 2011;
for evaluating the corporate conducts / statutory compliances (c) The Securities and Exchange Board of India
and expressing our opinion thereon. (Prohibition of Insider Trading) Regulations, 2015;
Based on our verification of the Company’s Books, Papers, (d) The Securities and Exchange Board of India
Minutes Books, Forms and Returns filed with regulatory (Issue of Capital and Disclosure Requirements)
authorities and other records maintained by the Company and Regulations, 2018 to the extent applicable;
also the information provided by the Company, its officers, (e) The Securities and Exchange Board of India (Share
agents and authorized representatives during the conduct Based Employee Benefits) Regulations, 2014;
of secretarial audit, we hereby report that in our opinion, the
Company has, during the financial year ended 31st March, (f) The Securities and Exchange Board of India (Share
2022, complied with the statutory provisions listed hereunder Based Employee Benefits and Sweat Equity)
and also that the Company has proper Board processes and Regulations, 2021
compliance mechanism in place to the extent, in the manner (g) The Securities and Exchange Board of India
and subject to the reporting made hereinafter: (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993, regarding the Companies Act
We further report that maintenance of proper and updated
and dealing with client.
Books, Papers, Minutes Books, filing of Forms and Returns
with applicable regulatory authorities and maintaining other
(vi) Considering activities, the Company is also subject to
records is responsibility of management of the Company.
compliance of the following laws specifically applicable
Our responsibility is to verify the content of the documents
to the Company:
produced before us, make objective evaluation of the content
in respect of compliance and report thereon. We have (a) The Securities and Exchange Board of India
examined on test basis, the books, papers, minute books, (Stock-Brokers) Regulations, 1992;
forms and returns filed and other records maintained by the (b) The Securities and Exchange Board of India
Company and produced before us for the financial year ended
(Investment Advisors) Regulations, 2013;
31st March, 2022, according to the provisions of:
(c) The Securities and Exchange Board of India
(i) The Companies Act, 2013 and the rules made there under; (Portfolio Managers) Regulations, 1993;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) (d) The Securities and Exchange Board of India
and the rules made there under; (Intermediaries) Regulations, 2008;
(iii) The Depositories Act, 1996 and the Regulations and (e) The Securities and Exchange Board of India
Bye-laws framed there under; (Research Analyst) Regulations, 2014;
(iv) Foreign Exchange Management Act, 1999 and the (f) The Securities and Exchange Board of India
rules and regulations made thereunder to the extent of (Depositories and Participants) Regulations, 2018;
83
(g) The Securities and Exchange Board of India (Know (b) The Securities and Exchange Board of India (Delisting of
Your Client) Regulations, 2011; Equity Shares) Regulations, 2009.
(h) The Securities and Exchange Board of India
Based on the above said information provided by the
(Merchant Bankers) Regulation, 1992
Company, we report that during the financial year under report,
(i)
Pension Fund Regulatory and Development the Company has substantially complied with the provisions
Authority (Point of Presence) Regulations, 2015. of the above mentioned Act/s including the applicable
provisions of the Companies Act, 2013 and Rules, Regulations,
We have verified systems and mechanism which is in place Guidelines, Standards, etc. mentioned above and we have
and followed by the Company to ensure Compliance of no material observation of instances of non-Compliance in
these specifically applicable Laws i.e. laws mentioned in respect of the same.
clause vi (in addition to the above mentioned Laws (i to v)
and applicable to the Company) and we have also relied on We further report that:
the representation made by the Company and its Officers in
The Board of Directors of the Company is duly constituted
respect of systems and mechanism formed / followed by the
with proper balance of Executive Directors, Non-Executive
Company for compliances of other applicable Acts, Laws and
Directors and Independent Directors. There is no change
Regulations and found the satisfactory operation of the same.
in the composition of the Board of Directors during the
During the course of audit, we have come across following
year under review.
events which may be noted:
We also report that adequate notice was given to all directors
1) The Company has paid Settlement Amount of
to schedule the Board Meetings, agenda and detailed notes
` 2,21,92,125/- in the matter of alleged violation of
on agenda were sent at least seven days in advance and
Clauses A(1), A(2) A(3) & A(4) of Code of Conduct
short notice in case of urgency and a system exists for Board
prescribed under Schedule II read with regulation 9(f) of Members for seeking and obtaining further information and
SEBI (Stock Brokers) Regulations, 1992 for manipulation clarifications on the agenda items before the meeting and for
of reference price considered for execution of block meaningful participation at the meeting.
deal trades in the scrip of Alkem Laboratories Ltd.
during the period April 1, 2019 to September 30, 2019 Based on the representation made by the Company and its
without admitting or denying findings of the facts and Officer, we herewith report that majority decision is carried
conclusion of law; through and proper system is in place which facilitates /
ensure to capture and record, the dissenting member’s views,
2) In an investigation in the matter of trading activities in if any, as part of the minutes.
the scrip of Pantaloon Retail (India) Ltd. (now known
as Future Enterprises Limited) during the period Based on the representation made by the Company and its
February 02, 2012 to April 30, 2012, it was held by the Officers explaining us in respect of internal systems and
Adjudicating Officer that the Company has violated mechanism established by the Company which ensures
provisions of Clause A(2) of the Code of Conduct for compliances of Acts, Laws and Regulations applicable to the
Stock Brokers as specified under Schedule II read Company, we report that there are adequate systems and
with Regulation 7 of the SEBI (Stock Brokers and processes in the Company commensurate with the size and
Sub-Brokers) Regulations, 1992. However, considering operations of the Company to monitor and ensure compliance
the fact that the Company has already been imposed with applicable laws, rules, regulations and guidelines.
monetary penalty in another matter for a similar charge,
the Adjudicating Officer has disposed off the matter We further report that during the year under report, the
without imposing any penalty on the Company. Company has not undertaken any corporate action having
a major bearing on the Company’s affairs in pursuance of
We have also examined compliance with the aforesaid laws, rules and regulations.
applicable clauses of:
(a)
Secretarial Standards issued by the Institute of Note: This Report is to be read along with attached Letter
Company Secretaries of India under the provisions of provided as “Annexure - A”.
Companies Act, 2013.
Signature:
Name: Nilesh Shah
We further Report that, during the year, it was not mandatory
For Nilesh Shah & Associates
on the part of the Company to comply with the following
Company Secretaries
Regulations / Guidelines:
Date: April 26, 2022 FCS : 4554
(a) The Securities and Exchange Board of India (Issue and Place: Mumbai C.P. : 2631
Listing of Debt Securities) Regulations, 2008; UDIN: FO04554D000215226 Peer Review No. 698/2020
84
Corporate Overview
Annexure-A
To
The Members,
Road No. 16V, Plot No. B-23,
Thane Industrial Area,
Wagle Estate, Thane – 400 604
Dear Sir / Madam,
Sub: Our Report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis (by verifying records as was
made available to us) to ensure that correct facts are reflected in secretarial records. We believe that the processes and
practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company and
we rely on Auditors Independent Assessment on the same.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events, etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of process followed by Company to ensure
adequate Compliance.
6. Due to COVID-19 outbreak, we have relied on the information, details, data, documents and explanation as provided by the
Company and its officers and agents in electronic form and the documents shared to us were found to be adequate, to
enable us to issue the report.
7. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the company.
Signature:
Name: Nilesh Shah
Company Secretaries
Date: April 26, 2022 FCS : 4554
Place: Mumbai C.P. : 2631
UDIN: FO04554D000215226 Peer Review No. 698/2020
85

FORM NO. MR-3
SECRETARIAL AUDIT REPORT
For the Financial Year Ended March 31, 2022
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, (iii) The Depositories Act, 1996 and the Regulations and
The Members, Bye-laws framed there under;
IIFL Facilities Services Limited
IIFL House, Sun Infotech Park, (iv)
The following Regulations and Guidelines prescribed
Road No. 16V, Plot No. B-23, under the Securities and Exchange Board of India
Thane Industrial Area, Wagle Estate, Act,1992 (‘SEBI Act’):-
Thane 400604
(a) The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents)
Dear Sir / Madam,
Regulations, 1993, regarding the Companies Act
and dealing with client.
We have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence to good
We have verified systems and mechanism which is in place
Corporate Governance practice by IIFL Facilities Services
and followed by the Company to ensure Compliance of
Limited (hereinafter called “the Company”). Secretarial Audit
these specifically applicable Laws i.e. laws mentioned in
was conducted in a manner that provided us a reasonable
clause iv (in addition to the above mentioned Laws (i to iii)
basis for evaluating the corporate conducts / statutory
and applicable to the Company) and we have also relied on
compliances and expressing our opinion thereon.
the representation made by the Company and its Officers
Based on our verification of the Company’s books, papers, in respect of systems and mechanism formed / followed
minutes books, forms and returns filed with regulatory by the Company for compliances of other applicable
authorities and other records maintained by the Company Acts, Laws and Regulations and found the satisfactory
and also the information provided by the Company, its operation of the same.
officers, agents and authorized representatives during the
conduct of secretarial audit, we hereby report that in our We have also examined compliance with the applicable
opinion, the Company has, during the financial year ended clauses of the Secretarial Standards issued by the Institute
March 31, 2022, generally complied with the statutory of Company Secretaries of India under the provisions of
provisions listed hereunder and also that the Company Companies Act, 2013.
has proper Board processes and compliance mechanism
We further Report that, during the year, either there was no
in place to the extent, in the manner and subject to the
event attracting the below mentioned provisions or it was not
reporting made hereinafter.
mandatory on the part of the Company to comply with the
We further report that maintenance of proper and updated following Provisions, Regulations / Guidelines:
books, papers, minutes books, filing of forms and returns (a) The Securities and Exchange Board of India
with applicable regulatory authorities and maintaining other (Listing Obligations and Disclosure Requirement)
records is the responsibility of management and of the Regulations, 2015;
Company. Our responsibility is to verify the content of the
documents and returns produced before us, make objective (b) The Securities and Exchange Board of India (Issue and
evaluation of the content in respect of compliance and Listing of Debt Securities) Regulations, 2008;
report thereon.
(c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018;
We have examined on test basis, the books, papers, minute
books, forms and returns filed and other records maintained (d) The Securities and Exchange Board of India (Substantial
by the Company and produced before us for the financial year Acquisition of Shares and Takeovers) Regulations, 2011;
ended March 31, 2022, according to the provisions of:
(e) The Securities and Exchange Board of India (Prohibition
(i) The Companies Act, 2013 and the rules made there under; of Insider Trading) Regulations, 2015;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) (f) The Securities and Exchange Board of India (Share
and the rules made thereunder; Based Employee Benefits) Regulations, 2014;
86
Corporate Overview
(g) The Securities and Exchange Board of India (Share and a reasonable system exists for Board Members for
Based Employee Benefits and Sweat Equity) seeking and obtaining further information and clarifications
Regulations, 2021 on the agenda items before the meeting and for meaningful
participation at the meeting.
(h) The Securities and Exchange Board of India (Delisting
of Equity Shares) Regulations, 2009;
Based on the representation made by the Company and its
(i) The Securities and Exchange Board of India (Buy Back officer, we herewith report that the majority decision is carried
of Securities) Regulations, 1998; through and we have been informed that proper system is in
place which facilitates / ensure to capture and record, the
(j) Foreign Exchange Management Act, 1999 and the dissenting member’s views, if any, as part of the minutes.
rules and regulations made there under to the extent of
Foreign Direct Investment, Overseas Direct Investment Based on the representation made by the Company and its
and External Commercial Borrowings; Officers explaining us in respect of internal systems and
mechanism established by the Company which ensures
Based on the above said information provided by the
compliances of other Acts, Laws and Regulations applicable
Company, we report that during the financial year under
to the Company, we report that there are adequate systems
report, the Company has complied with the substantial
and processes in the Company commensurate with
provisions of the above mentioned Act/s including applicable
the size and operations of the Company to monitor and
provisions of the Companies Act, 2013 and Rules, Regulations,
ensure compliance with applicable laws, rules, regulations
Guidelines, Standards, etc. as mentioned above and we have
and guidelines.
no material observation of instances of non-Compliance in
respect of the same.
We further report that during the audit period under review,
there were no specific event / action that can have a major
We further report that:
bearing on the Company’s affairs.
The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive Note: This Report is to be read along with attached Letter
Directors and Independent Directors. The changes in the provided as “Annexure - A”.
composition of the Board of Directors that took place during
the year under review were carried out in compliance with the Signature:
provisions of the Act. Name: Nilesh Shah
We also report that adequate notice/s were given to all Company Secretaries
directors to schedule the Board Meetings, agenda and Date: April 25, 2022 FCS : 4554
detailed notes on agenda and the same was sent at least Place: Mumbai C.P. : 2631
seven days in advance and short notice in case of urgency, UDIN: F004554D000205370 Peer Review No. 698/2020
87
Annexure-A
To
The Members,
Thane Industrial Area, Wagle Estate,
Thane 400604
Dear Sir / Madam,
Sub: Our Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis (by verifying records as was
made available to us) to ensure that correct facts are reflected in secretarial records. We believe that the processes and
practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company and
we rely on Auditors Independent Assessment on the same.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events, etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of process followed by Company to ensure
adequate Compliance.
6. Due to COVID-19 outbreak and Lockdown situation, we have relied on the information, details, data, documents and
explanation as provided by the Company and its officers and agents in electronic form and the documents shared to us
were found to be adequate, to enable us to issue the report.
7. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the company.
Signature:
Name: Nilesh Shah
Company Secretaries
Date: April 25, 2022 FCS : 4554
Place: Mumbai C.P. : 2631
UDIN: F004554D000205370 Peer Review No. 698/2020
88
Corporate Overview
Business Responsibility Report

[Pursuant to Regulation 34(2)(f) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015]
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1 Corporate Identity Number (CIN) of the Company L99999MH1996PLC132983
2 Name of the Company IIFL Securities Limited
3 Registered address IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23,
Thane Industrial Area, Wagle Estate Thane - 400 604
4 Website www.iiflsecurities.com
5 E-mail ID [email protected]
6 Financial Year reported April 2021-March 2022
7 Sector(s) that the Company is engaged in NIC Code: 66120 and 66190 – The Company is engaged
(industrial activity code-wise) into broking and depository participant services, investment
banking and distribution of financial products
8 List three key products/services that the Company 1) Broking and depository participant services
manufactures/provides (as in balance sheet) 2) Investment banking
3) Distribution of financial products
9 Total number of locations where business activity is
undertaken by the Company
(a) Number of international locations USA
(provide details of major 5)
(b) Number of national locations IIFL Securities has a:
• Registered office at Thane
• Corporate office in Mumbai
IIFL Securities and its subsidiaries have pan-India presence
in 2,500 + locations and 500 + cities
10 Markets served by the Company– Local/State/ IIFL Securities Limited serves its customers in national and
National/International international locations.
SECTION B: FINANCIAL DETAILS OF THE COMPANY

SR. NO PARTICULARS REPLY
1 Paid up capital (`) 607,872,460
2 Total turnover (FY 2021-22) Consolidated : ` 13,164.11 Million
Standalone : ` 11,505.20 Million
3 Total profit after taxes (FY 2021-22) Consolidated: ` 3,060.57 Million
Standalone: ` 2,841.12 Million
4 Total Spending on Corporate Social Responsibility (CSR), Please refer Annexure 1 of Board’s Report forming
spending as a percentage of profit after tax (%) part of the Annual Report.
5 List of activities in which expenditure in 4 above has been Please refer Annexure 1 of Board’s Report forming
incurred part of the Annual Report.
SECTION C: OTHER DETAILS

1. Does the Company have any subsidiary company/companies?
Yes – IIFL Securities Limited has 11 subsidiaries including 1 step down subsidiary.
2. Do the subsidiary company/companies participate in the Business Responsibility (BR) initiatives of the parent company?
If yes, then indicate the number of such subsidiary company(s).
In FY2021-22, the Company and 3 of its subsidiaries undertook BR/CSR initiatives through India Infoline Foundation
(IIFL Foundation), which is the wholly-owned subsidiary of the Company.
89
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR
initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More
than 60%]
No, other business partners of the Company do not directly participate in the Company’s BR initiatives. The Company
endeavours to encourage its franchisees / suppliers / distributors (wherever possible) to participate in the initiatives towards
BR and to adopt practices which would help them conduct their business in a fair manner.
SECTION D: BR INFORMATION
1. Details of Director/Directors responsible for BR
a) Details of the Director/Directors responsible for implementation of the BR policy/policies
No. Particulars Details

1 DIN 00011919
2 Name R. Venkataraman
3 Designation Chairman and Managing Director
b) Details of the BR head
No. Particulars Details

1 DIN (if applicable) 00011919
2 Name R. Venkataraman
3 Designation Chairman and Managing Director
4 Telephone number +91 22 6108 6300

5 E-mail ID [email protected]
2. Principle-wise BR policy/policies
National Voluntary Guidelines (NVGs) on social, environmental and economic responsibilities of business prescribed by the
Ministry of Corporate Affairs advocates the nine principles detailed below:
P1 - Businesses should conduct and govern themselves with ethics, transparency and accountability
P2 - Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
P3 - Businesses should promote the wellbeing of all employees
P4 - Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized
P5 - Businesses should respect and promote human rights
P6 - Businesses should respect, protect, and make efforts to restore the environment
P7 - Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
P8 - Businesses should support inclusive growth and equitable development
P9 - Businesses should engage with and provide value to their customers and consumers in a responsible manner
a) Details of Compliance (Reply in Y/N)
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have policy/policies for…. Y Y Y Y Y Y Y Y Y
(Refer (Refer
note 1) note 2)
2 Has the policy being formulated in consultation Y Y Y Y Y Y Y Y Y
with the relevant stakeholders?
3 Does the policy conform to any national / The policies adopted by the Company are in conformity with
international standards? If yes, specify? (50 the applicable rules and regulations.
words)
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Corporate Overview
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
4 Has the policy been approved by the Board? Policies wherever stated have been approved by the Board
If yes, has it been signed by MD/ Owner/ CEO/ / Committee of the Board / Senior Management of the
appropriate Board Director? Company and followed by the Company and its subsidiaries.
5 Does the Company have a specified committee Y Y Y Y Y Y Y Y Y
of the Board/ Director/ Official to oversee the
implementation of the policy?
6 Indicate the link for the policy to be viewed As per the provisions of the applicable laws, various policies
online? of the Company have been uploaded on the website of the
Company at https://www.indiainfoline.com/securities/
corporate-governance.php. Other policies are internal
documents and accessible only to employees of the
Company.
7 Has the policy been formally communicated to Yes
all relevant internal and external stakeholders?
8 Does the Company have in-house structure to Yes, the Company has an in-house structure under the
implement the policy/policies? supervision of the management, where each business
function is responsible for the implementation of the policies.
These functions are headed by respective function heads,
who manage and review the policies regularly.
9 Does the Company have a grievance redressal Y Y Y Y Y Y Y Y Y
mechanism related to the policy/policies to
address stakeholders’ grievances related to the
policy/policies?
10 Has the Company carried out independent All policies and processes are reviewed annually by the Board
audit/ evaluation of the working of this policy and amended in line with the extant applicable regulations
by an internal or external agency? from time to time. All policies and processes are subject to
internal audit and internal reviews from time to time.
Notes:
1. The Company is in the financial services business and hence this principle has limited applicability. The Company,
however, complies with all applicable regulations in respect of their operations.
2. IIFL Securities Limited is the member of various associations; through which they provide various suggestions
with respect to the development of the financial markets.
3. Governance related to BR SECTION E: PRINCIPLE-WISE PERFORMANCE

a) Indicate the frequency with which the Board of Principle 1 - Businesses should conduct and govern
Directors, Committee of the Board or CEO assess themselves with ethics, transparency and accountability.
the BR performance of the Company. Within 3 1. Does the policy relating to ethics, bribery and corruption
months, 3-6 months, Annually, More than 1 year. cover only the Company? Yes/ No. Does it extend to the
Annually. Group/Joint Ventures/ Suppliers/ Contractors/NGOs /
Others?
b) Does the Company publish a BR or a Sustainability IIFL Securities Limited conducts its business with
Report? What is the hyperlink for viewing this utmost integrity. It considers ethics, transparency and
report? How frequently it is published? accountability to be its most important operational
The BR report for FY2021-22 is provided in the priorities and these are ingrained into its practices
Annual Report and can be accessed through the across the organization.
following link: https://www.indiainfoline.com/
The Company is committed to act professionally, fairly
securities/financials.php.
and with integrity in all its dealings. The Company,
It is published annually. through the Code of Conduct, has adopted a
91
‘zero-tolerance’ approach to bribery and corruption. branches and customer care. All operations are carried
The code is applicable to Directors and employees of the out online through active support of branches and
Company, as well as, its subsidiary companies. authorized persons under regulatory environment.
All operations are in compliance with relevant rules and
Though, the Company’s polices currently do not apply regulations. The Company’s operations are seamless
to external stakeholders such as suppliers, contractors, and communication with customers happens through
NGOs, etc.; it emphasizes on adherence to ethical mailers and text messages, thus creating minimal
business practises while dealing with such stakeholders. impact on the environment.
2. How many stakeholder complaints have been received

Considering the nature of the business of IIFL Securities
in the past financial year and what percentage was
Limited, the said principle may not be strictly applicable.
satisfactorily resolved by the management? If so,
However, IIFL Securities Limited endeavours to
provide details thereof, in about 50 words or so.
serve social and economic opportunities through its
Details of the number of complaints received from products and services.
shareholders and attended during the financial year
ended March 31, 2022, are given below: We endeavor to build not only awareness of our financial
Opening Received Attended Closing products but trust in our expertise, through building
Balance Balance experiences through customer centric solutions.
1 9 10 0 The IIFL Markets App has gained over 9.4 million
downloads in FY22 and a 4.4 rating on Android and iOS.
The Company has established a Vigil Mechanism/ Digitization has driven a 2x growth in new clients.
Whistle Blower Policy to enable Directors, Stakeholders,
including individual employees and their representative 2. For each such product, provide the following details in
bodies to report, in good faith, unethical, unlawful respect of resource use (energy, water, raw material,
or improper practices, acts or activities. The Policy etc.) per unit of product (optional):
aims to administer good governance practices in the Considering the nature of business of the Company and
Company and to ensure that serious concerns are the products/initiatives referred to above, some of the
properly addressed. The policy provides direct access
questions below are not applicable to the Company.
to the Chairman of the Audit Committee in exceptional
cases. Also, the Company has in place Prevention of i. Reduction during sourcing/production/ distribution
Sexual Harassment Policy for dealing with complaints achieved since the previous year throughout
of harassment. A report on the concerns received, if the value chain?
any and the manner in which they are dealt with is
N.A.
periodically placed before the Audit Committee/Board.
During the FY 2021-22, the Company did not receive
ii.
Reduction during usage by consumers (energy,
any complaint under Whistle Blower Policy and the
water) has been achieved since the previous year?
Prevention of Sexual Harassment Policy.
Please refer to the response under Principle 6.
Of the 02 customer complaints outstanding at the date
of previous years report and 5,187 complaints received 3.
Does the Company have procedures in place for
in FY 2021-22, 5,189 complaints have been resolved, sustainable sourcing (including transportation)? If
indicating resolution rate of 100% as on the date
yes, what percentage of your inputs was sourced
of this report.
sustainably? Also, provide details thereof, in about 50
words or so.
Principle 2 – Businesses should provide goods and services
that are safe and contribute to sustainability throughout N.A.
their life cycle.
4. Has the Company taken any steps to procure goods
1. List up to 3 of your products or services whose design
and services from local and small producers, including
has incorporated social or environmental concerns,
risks and/or opportunities. communities surrounding their place of work? If yes,
what steps have been taken to improve their capacity
IIFL Securities Limited is into stock broking, investment
and capability of local and small vendors?
banking, depository participant services, portfolio
management services, structured product and
Wherever practically possible and feasible, IIFL
distribution of financial products. Securities Limited has tried to improve the capacity and
capability of local and small vendors by patronizing them
Customers of the Company are provided online trading to supply / provide different services required by the
facilities through internet and offline trading through Company for its day-to-day administration/operations.
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Corporate Overview
5. Does the Company have a mechanism to recycle has constituted an Internal Complaints Committee for
products and waste? If yes. what is the percentage of handling complaints under the said policy.
recycling of products and waste (separately as <5%,
5-10%, >10%)? Also, provide details thereof, in about
During FY2021-22, there were no complaints
50 words or so. received pursuant to the Sexual Harassment of
Considering that the Company is not a manufacturing Women at Workplace (Prevention, Prohibition and
unit, the reporting on recycle mechanism is not Redressal) Act, 2013.
applicable. However, the solid waste management
is done by using the recycled paper from disposed 8. What percentage of your under mentioned employees
paper, tissue and cardboard waste. The Company were given safety and skill upgradation training in the
has procedures in place to dispose e-waste through last year?
authorized e-waste vendors. (a) Permanent employees
(b) Permanent women employees
Principle 3 - Businesses should promote the wellbeing of
all employees (c) Casual/Temporary/Contractual employees
1. Please indicate the total number of employees. (d) Employees with disabilities
The total number of employees as on March 31, 2022
stood at 2,254. Employees’ health and safety is of prime importance
to the Company. The Company conducts robust and
2. Please indicate the total number of employees hired on periodic training regarding fire safety and provides a
temporary/contractual/casual basis. good working knowledge of its Emergency Action Plan
The total number of employees hired on temporary/ (EAP). Periodic electrical and fire safety audits are
contractual/casual basis as on March 31, 2022 conducted at the office locations, to sensitize employees
stood at 157. about fire safety norms and regulations.
3.
Please indicate the number of permanent women The Company has also taken various measures to
employees. help and support its employees during the COVID-19
pandemic. Most of the employees were enabled to
The total number of women employees as on March 31,
work from home. The Company made necessary
2022 stood at 578.
arrangements for temperature checks at entry points
4. Please indicate the number of permanent employees of the building, social distancing, installed hand
with disabilities sanitizer stations, undertook regular sanitization of
high touch surfaces (like table tops, staircase railings,
There are no employees with disability in the Company
lift buttons, etc.). Employees who were infected got
and its subsidiaries. However, the Company provides
tested immediately with Company’s mediclaim tie ups.
equal opportunity to all and does not discriminate on the
Homeopathy medicines were given to all employees for
basis of disabilities.
building immunity.
5. Do you have an employee association that is recognized

IIFL Securities Limited has initiated various training
by the management?
and competency programs to strengthen capabilities
There is no employee association. However, mechanisms of its people, and help them reach their full potential.
are in place for employees to represent their issues, if There are specific training programs for new employee
any, and the same are resolved amicably. readiness and to prevent infant attrition in the Company.
These programs enable employees of the Company
6. What percentage of your permanent employees are to enhance their knowledge, skills and attitude.
members of this recognized employee association? Our programs cover the areas of corporate induction,
N.A. functional & compliance training, business orientation
for VPs and above grade employees, and behavioral
7. Please indicate the number of complaints relating to training. Regular structured training is imparted to
child labour, forced labour, involuntary labour, sexual employees on both domain as well as behavioral topics.
harassment in the last financial year and pending, as Training is delivered through E-learning modes.
on the end of the financial year.
The Company does not engage in any form of child Principle 4 - Businesses should respect the interests of, and
labour/forced labour/involuntary labour and does be responsive towards all stakeholders; especially those
not implement any unfair employment practices. who are disadvantaged, vulnerable and marginalized.
The Company has a Prevention of Sexual Harassment 1. Has the Company mapped its internal and external
Policy and a formal process for dealing with complaints stakeholders? Yes/No
of harassment or discrimination. Also, the Company Yes.
93

The Company engages with various stakeholders IIFL Securities Limited has adopted several policies viz.
namely, customers, business partners & vendors, Code of conduct, Policy against sexual harassment,
employees, rating agencies/lenders, regulatory bodies, Whistle Blower Policy, etc. to ensure that there
shareholders and investors, communities, etc. on a is no violation of human rights in its conduct –
regular basis. The process of mapping of stakeholders is externally or internally.
an ongoing exercise and is conducted on regular basis.
IIFL Securities Limited adheres to all statues which
2. Out of the above, has the Company identified embody the principles of human rights such as
the disadvantaged, vulnerable and marginalized non-discrimination, prevention of child labour, prevention
stakeholders? of sexual harassment, equal employment opportunities,
etc. The Company provides a work environment in
Yes. IIFL Securities Limited, through its wholly-owned
which all individuals are treated with fairness, respect
subsidiary, IIFL Foundation identifies disadvantaged,
and dignity. Persons not directly connected to the
vulnerable and marginalized stakeholders. Through its
Company viz., outside vendors, consultants, suppliers or
dedicated team, IIFL Foundation directs the CSR activities
customers are also expected to comply with principles
of the Company towards such stakeholders.
of human rights in every respect.
3. Are there any special initiatives taken by the company

2. How many stakeholder complaints have been received
to engage with the disadvantaged, vulnerable and in the past financial year and what percent was
marginalized stakeholders? If so, provide details satisfactorily resolved by the management?
thereof, in about 50 words or so.
The Company has not received any complaint governing
• Yes, a drone-based vaccine delivery service was this principle.
initiated to administer vaccines in fight against
COVID-19, to population (Scheduled Tribe) residing Principle 6 - Businesses should respect, protect and make
at hamlets in hilly, mountainous or terrain region efforts to restore the environment.
that are difficult to reach by road. It was one of the 1. Does the policy related to Principle 6 cover only the
country’s first vaccine delivery operations of such a Company or extends to the Group/Joint Ventures/
kind to be carried out. Suppliers/Contractors/NGOs/others?
The Company is in financial services business and
•
Development of Operation Theatre, ICU, OPD,
hence the aspects under this principle have limited
Ophthalmic Ward, Orthopedic Surgery Ward,
applicability. However, the Company and its subsidiaries
Endoscopy Unit at Government Hospital to benefit comply with applicable environmental regulations.
the financially weaker section.
2.
Does the Company have strategies/ initiatives to
• Electrification of Government schools by use of address global environmental issues such as climate
Solar Panel at 50 villages dominated by scheduled change, global warming, etc.? Y/N. If yes, please give
tribe population in Palghar district of Maharashtra. hyperlink for webpage, etc.
The Company is engaged in the industry of providing
These are in addition to the existing CSR activities of
services and not manufacturing of any goods, hence
IIFL Foundation, all of which cater to the disadvantaged,
is a non-pollutant Company. However, being a
vulnerable and marginalized stakeholders. responsible corporate citizen, the Company has been
embracing sustainable products, processes, policies
The philosophy of IIFL Foundation is HELP (Health – and practices. The Company emphasizes on cost
Education – Livelihood – Poverty Alleviation), Through efficient environment-friendly measures and on building
the said framework, IIFL Foundation addresses 9 out of awareness and consciousness of the environment
17 Sustainable Development Goals. among its employees. The Company’s offices have
been designed using energy efficient air conditioners,
More details are available in the Annual Report on CSR LED lights and other energy conservation measures.
activities which is available in the Annexure 1 to the The Company has been reducing dependence on paper
Directors’ Report. communications and encourages use of electronic
means of communication which serves towards
Principle 5 - Businesses should respect and promote human environmental protection and sustainable growth.
rights.
1. Does the policy of the Company on human rights 3.
Does the Company identify and assess potential
cover only the Company or extends to the Group/Joint environmental risks? Y/N
Ventures/Suppliers/Contractors/NGOs/Others? The Company is in the process of finalizing an ESG

Respecting and understanding human rights and policy and incorporating risks related to climate
addressing the potential human rights violation change and implementing appropriate mitigation
is important responsibility of any organization. measures for the same.
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Corporate Overview
4. Does the Company have any project related to Clean Principle 8 - Businesses should support inclusive growth
Development Mechanism? If so, provide details and equitable development.
thereof, in about 50 words or so. Also, if yes, whether 1. Does the Company have specified programs/initiatives/
any environmental compliance report is filed? projects in pursuit of the policy related to Principle 8?
The above question is not applicable to the Company as If yes provide details thereof.
it is not a manufacturing Company.
Yes. IIFL Securities Limited, through IIFL Foundation,
its wholly-owned subsidiary undertakes the
5. Has the Company undertaken any other initiatives
following activities:
on clean technology, energy efficiency, renewable
energy, etc.? Y/N. If yes, please give hyperlink for web
IIFL Foundation is focusing over four areas - Health,
page, etc.
Education, Livelihood and Poverty Alleviation or HELP.
As mentioned above, the Company participates in IIFL Foundation’s flagship program – Sakhiyon Ki
several initiatives in the area of environment and Baadi (SKB), is dedicated to provide basic education to
sustainability. The Company has also taken several
out-of-school girls in Rajasthan and mainstream them
measures to minimize the environmental impact due
into the government schools. During the lockdown,
to business travel. These measures include carpooling,
education of nearly 36,000 girls under this project
company bus service, video/audio conferencing
continued seamlessly due to adoption of digital tools
facilities at all major offices. Further, the Company has
and online platforms.
adopted several digital platforms to reduce the use of
paper and stationery.
IIFL Foundation has constructed a Science laboratory
The Company is exploring implementation of several at Government Girls School (rural) to enable girls to
initiatives at its offices/branches to reduce its pursue careers in science stream, awarded bicycles
environmental footprint. to girls enrolled at Government School to ensure their
retainment at school and avoid dropping-out due to
6. Are the emissions/waste generated by the Company commuting issues, installed solar panels to facilitate
within the permissible limits given by CPCB/SPCB for electricity at Government Schools (Maharashtra) and
the financial year being reported? has been supporting Community based learning centres
The above question is not applicable to the Company as in various districts of Madhya Pradesh.
it is not a manufacturing Company.
Under Mission Conquer Covid, IIFL Foundation launched
7. Number of show cause/ legal notices received from a project to deliver Covid-19 vaccines using ‘Drone’,
CPCB/SPCB which are pending (i.e. not resolved to reaching out to the population residing in terrains
satisfaction) as on end of Financial Year. difficult to reach by road. The project was carried out
Nil by partnering with the Government of Maharashtra.
The Foundation donated an ECG machine to
Principle 7 - Businesses, when engaged in influencing public Government Hospital, developed an Opthalmic Ward at
and regulatory policy, should do so in a responsible manner. Primary Health Care Centre (Rural) and an Orthopaedic
1. Is your Company a member of any trade and chamber Surgery Ward at Government Hospital, that shall
or association? If Yes, name only those major ones that enable individuals from marginalised communities
your business deals with. to access healthcare at the least cost. Currently, IIFL
Foundation is developing an entire ‘Emergency Unit’
IIFL Securities Limited is presently a member of the
comprising Multiple Operation Theatres, Intensive Care
Confederation of Indian Industry (CII), Association
of National Exchanges Members of India (ANMI), Unit & Out-Patient Department at Maharana Bhupal
Commodity Participants Association of India (CPAI), Government Hospital, Udaipur, Rajasthan.
Association of Mutual Funds in India (AMFI), Association
of Investment Bankers of India (AIBI) and Insurance The Foundation is also developing a market place in rural
Brokers Association of India (IBAI). villages in Maharashtra to promote entrepreneurship
among women, making an avenue for development of
2.
Have you advocated/lobbied through above livelihood opportunities.
associations for the advancement or improvement of
public good? Yes/No; if yes specify the broad areas 2.
Are the programs/projects undertaken through
(drop box: Governance and Administration, Economic in-house team/own foundation/external NGO/
Reforms, Inclusive Development Policies, Energy government structures/any other organization?
security, Water, Food Security, Sustainable Business IIFL Securities and its subsidiaries undertake various
Principles, Others) CSR projects through its wholly-owned subsidiary, IIFL
During the year the Company has not taken up any issue Foundation, a Section-8 company under the Companies
through the aforesaid trade associations. Act, 2013 (implementing agency).
95
3.
Have you done any impact assessment of your 2.
Does the Company display product information on
initiatives? the product label, over and above what is mandated
Impact assessment is not applicable to IIFL Securities as per local laws? Yes/No/N.A. /Remarks (additional
Ltd. However, IIFL Foundation has carried out program information).
evaluation for Sakhiyon ki Baadi (SKB) Program through IIFL Securities follow all guidelines issued by regulators
an independent agency. The key impacts of SKB like SEBI and AMFI in case of any product solicitation.
program were: Good quality education, professional In case of any promotional activities the Company
aspiration, financial independence, platform to transact always takes pre-requisite approval from local and other
comfortably in society. regulatory agencies before publishing.
4.
What is your Company’s direct contribution to In case of Mutual Funds our relationship representative
community development projects – Amount in INR and are AMFI certified to solicit the product that suites
the details of the projects undertaken? to the customer. The Company follows basic code
Please refer to Annual Report on CSR activities annexed of conduct and ethics defined to solicit other wealth
to Directors’ Report as Annexure 1. management products.
5. Have you taken steps to ensure that this community The Company complies with regulations and required
development initiative is successfully adopted by the certification to solicit any product to the best of the
community? Please explain in 50 words, or so. abilities for suited with customers need.

Yes. All the community school programs are
3. Is there any case filed by any stakeholder against
implemented with active participation of the
the Company regarding unfair trade practices,
community by constituting Chaupal Committee (a
irresponsible advertising and/or anti-competitive
school inspiration committee) comprising members
behaviour during the last five years and pending as of
from community viz. sarpanch, ward-panch,
end of the financial year? If so, provide details thereof,
elderly members, women representatives.
in about 50 words or so.
They participate in decisions regarding the school
such as location, appointment of teacher, school IIFL Securities Limited regularly advertises its products
timing, etc. This ensures that the community owns the and offerings as per regulatory guidelines. Whenever the
program and works towards achieving the goals and Company receives enquiries or issues by the regulators,
objectives. Community is made a part of the program the same are addressed promptly and it is ensured that
and is encouraged to adopt the learning centres, thus the regulatory guidelines are adhered to.
promoting sustainability of the initiative.
4. Did your Company carry out any consumer survey/
The women participants that attend online training consumer satisfaction trends?
programs on digital literacy and English, are encouraged The Company interacts with its clients for consumer
to hold training sessions for women and girls from survey/consumer satisfaction trends. The Company
their community and neighbourhood. They shall then in keeps track of responses/comments on its social
return, teach new set of women and girls. media platforms.
Principle 9 - Businesses should engage with and provide

value to their customers and consumers in a responsible
manner. For and on behalf of the Board
1. What percentage of customer complaints/consumer
R. Venkataraman
cases are pending at the end of financial year?
Date: April 26, 2022 Chairman & Managing Director
Of the 02 customer complaints outstanding at the date Place: Mumbai DIN: 00011919
of previous years report and 5,187 complaints received
in FY 2021-22, 5,189 complaints have been resolved,
indicating resolution rate of 100% as on the date
of this report.
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Corporate Overview
Corporate Governance Report

The Board of Directors (“the Board”) present the Company’s in various aspects of its functioning and leading to the
Report on Corporate Governance in accordance with the protection of stakeholders’ interest and an enduring
provisions of Securities and Exchange Board of India (Listing relationship with them.
Obligations and Disclosure Requirements) Regulations, 2015
(“the SEBI Listing Regulations”) as amended thereof from
The Company prioritizes making a positive social
time to time, for the financial year ended March 31, 2022 impact, behaving ethically and ensuring the long-term
and forms a part of the Directors’ Report to the Members of sustainability of its operations, among other actions.
IIFL Securities Limited (“the Company’’). The Company has adopted a corporate governance
framework for attaining its objectives. This framework
1. CORPORATE GOVERNANCE PHILOSOPHY encompasses practically every sphere of management,
The governance philosophy of the Company is based on from action plans and internal controls to performance
the principles of measurement and corporate disclosure.
• Discipline
The Company firmly believes that performance driven by
• Transparency integrity, business ethics and good governance will help
• Independence it realize its vision of ‘being one of the most respected
• Accountability financial services companies in the capital markets
space in India’. We also endeavor to enhance long-term
• Responsibility shareholder value and respect minority stakeholders’
• Fairness and social responsibility rights in all our business decisions.
Corporate Governance Structure
Board of Directors Board of Committees Core Managment Team
Ensures that long term Makes informed Ensures effective

interest of stakeholders decisions in the best implementation of
are being served interest of the Company decisions taken by the
Board/Committees across
Initiates and determines Monitors the activities
all functions and teams
the Company’s mission as per its respective
and strategic direction, defined scope Provides progress
evaluates overall updates to Board and
performance and Committees regularly
maintains oversight
Policies and Procedures or even deceases. The Company’s succession planning

The Company has various policies in place which forms process involves nurturing the next set of leaders through
the foundation of its strong corporate governance ethos. development programs incorporated across various
These include Code of Conduct for Directors, Senior stages of their careers. The talent is handpicked basis
Management and other employees, code of conduct for performance and potential. Skill sets are identified and
prevention of insider trading, whistle-blower policy, among appropriate development interventions are implemented
others. The Company has a well-defined code of practices and from time to time.
procedures for fair disclosure of unpublished price sensitive
information, based on the principles of transparency, timeliness, Employee training
fairness and continuity of information. These policies are The Company conducts various online trainings/webinars
reviewed periodically and are implemented in a timely manner for its employees to create awareness on diverse topics of
and are available on the website of the Company and can be ethical behavior.
accessed through the web link at https://www.indiainfoline.
com/securities/corporate-governance.php. Webinars have been conducted for employees for creating
awareness on the compliances under the Code of Conduct
Succession planning is key to ensure the organization for Prevention of Insider Trading with respect to trading in
sustains no major setback in case the talent exits, retires securities of the Company, as well as, other securities.
97
A video module is designed to create awareness on the The management of the Company is entrusted in the
implications and penalties for: hands of its core management team and is headed
by the Managing Director. None of the Directors of the
• Non-compliance with Anti-Money Laundering laws
Company are inter se related to each other.
• Due diligence measures undertaken by the Company to
deter money laundering and terrorist financing All the Independent Directors of the Company have given
declaration that they meet the criteria of independence
•
Familiarizing the employees with current practices
as prescribed under Section 149(6) of the Act and
for preventing money laundering and identifying
Regulation 16(1)(b) of the SEBI Listing Regulations.
financial crimes
Further, in terms of Section 150 of the Companies Act,
2013 read with Rule 6 of the Companies (Appointment
To educate the employees about handling information
and Qualification of Directors) Rules, 2014, Independent
security threats and minimizing their impact, an e-learning
Directors of the Company have confirmed that they have
course has been introduced, namely, Information & Cyber
registered themselves with the databank maintained by
Security Awareness and Policies.
the Indian Institute of Corporate Affairs.
An online course has also been designed to increase
As per Regulation 17A of the SEBI Listing Regulations,
employee understanding of sexual harassment, its prevention
Independent Directors of the Company do not serve
and methods for reporting sexual harassment, if any.
as Independent Director in more than seven listed
Privacy has always been important for the Company and companies. Further, the Managing Director and the
its customers. But, as more of its data becomes digitalized, Whole-Time Director of the Company does not serve as
and the Company shares more information online, data an Independent Director in any other listed entities.
privacy is assuming greater importance. The Company

Composition of the Board of Directors as on
has created a module for generating employee awareness
March 31, 2022:
on data privacy.
Category Name of the Directors
Employees trained on
Executive Chairman Mr. R. Venkataraman
Anti-Money Sexual Information Data & Managing Director
laundering Harassment and Cyber Privacy (Promoter)
of Women Security Executive Director Mr. Narendra Deshmal Jain
at the Non-Executive Mr. Anand Shailesh Bathiya
Workplace Independent Directors Mr. Shamik Das Sharma
75% 89.25% 79.56% 89.75% Ms. Rekha Gopal Warriar
During FY 22 Mr. Viswanathan Krishnan
2. BOARD OF DIRECTORS 1
(a) Board Structure:
The Company’s Board comprises a combination of
executive and non-executive directors (including
one independent woman director) with majority
of Independent Directors in accordance with the
1
provisions of Companies Act, 2013 (“the Act”) and
SEBI Listing Regulations as amended from time to 4
time. The Board is well diverse, comprising highly
experienced individuals with eminent expertise.
The Company recognizes that an independent,
dynamic and well informed Board is essential to
ensure highest standards of corporate governance.
The Board’s primary role is fiduciary. Executive Chairman & Managing Director (Promoter)
Executive Director
Non-Executive Independent Director
98
Corporate Overview
(b) Matrix Chart of Core Skills/Expertise/Competencies of the Board Members

The Company’s Board consists of members having diverse set of expertise, experience, skills and backgrounds. For the
purpose of Board composition, diversity includes, but is not limited to, educational and functional background, industry
experience, geography, age, gender, and ethnicity. In terms of SEBI Listing Regulations, the following skills, expertise and
competencies have been identified by the Board of Directors as required in the context of its business and sector for it to
function effectively:
Sector Accounting and Corporate Governance and Marketing

Knowledge Finance Compliance Experience
Leadership and Strategy Planning Information Technology Stakeholders Relationship Risk Management
Below table depicts the Board members’ skills / expertise/ competencies:

Technical skills/ Mr. R. Mr. Narendra Ms. Rekha Mr. Shamik Mr. Anand Mr. Viswanathan
experience/competencies Venkataraman Jain Warriar Das Sharma Shailesh Bathiya Krishan
Sector knowledge √ √ √ √ √ √
Accounting and Finance √ √ √ √ √ √
Corporate Governance and √ - √ - √ √
Compliance
Marketing experience √ √ - - - -
Leadership and Strategy √ √ √ √ √ √
planning
Information Technology √ √ - √ - √
Stakeholders Relationship √ √ √ √ √ √
Risk Management √ √ √ √ √ √
Age group of Directors with the Company (in years) SEBI circular dated January 5, 2017 which provides
further clarity on the process of board evaluation (‘SEBI
No. of years Number of Directors
Guidance Note’).
<40 1
41 to 50 -
In accordance with the said Policy, the evaluation
51 to 60 4
of performance of the Board of Directors, Board
60 to 65 1
Committees and the individual Directors has been
carried out on the basis of structured questionnaire
(c) Annual Evaluation of the Board
comprising of evaluation criteria forming part of the
The Company has in place a Policy on Performance Policy, through peer evaluation, excluding the Director
Evaluation, framed in accordance with the relevant being evaluated.
provisions of the Act, SEBI Listing Regulations and
The criteria for performance evaluation are as under:
Individual Director Chairman Committees The Board as a whole

Based on his/her: * Providing effective * Sufficiency in the scope * Providing entrepreneurial
leadership for addressing the leadership to the
* Level of participation
objectives Company
and contribution to the * Setting effective
performance of Board/ strategic agenda of * Effectiveness in * Having clear
Committee(s) meetings the Board performing the key understanding of the
responsibilities Company’s core business
* Qualification & experience * Promoting effective
and strategic direction
participation by the * Adequacy in composition
* Knowledge & competency
Board members and frequency of * Maintaining contact with
* Fulfillment and ability to meetings management
* Establishing
function as a team
effective * Quality of relationship * Ensuring integrity
* Initiatives taken communication of the Committees of financial controls
with all with the Board and the and systems of risk
* Adherence to the rules/
stakeholders, etc. management management
regulations
99
Individual Director Chairman Committees The Board as a whole

* Having independent views * Clarity of agenda * Making high quality
and judgement discussed decisions
* Providing guidance to * Discussion on critical * Maintaining high
senior management and issues standards of integrity and
Board members, etc. probity, etc.
* Clarity of role and
responsibilities, etc.
(d) Board Meetings and Directorship / Committee membership(s) of Directors:

In accordance with Regulation 26 of the SEBI Listing Regulations, none of the Directors on the Board of the Company is a
member in more than 10 committees or acts as Chairperson of more than 5 committees across all listed entities in which
he/she is a Director. Relevant details of the Board of Directors as on March 31, 2022 are given below:
Name of the Director (DIN) Category No. of positions held in Directorship in other listed company(ies)$
other company(ies)*
Board Committee# Name of the company Position held
Chairman Member
Mr. R. Venkataraman Chairman and 5 2 2 1. IIFL Finance Limited Managing Director
(00011919) Managing Director 2. IIFL Wealth Non-Executive Director
Management Limited
3. IIFL Home Finance Non-Executive Director
Limited
Mr. Narendra Deshmal Jain Whole-Time Director 3 Nil Nil Nil Nil
(01984467)
Mr. Anand Shailesh Bathiya Non-Executive 2 2 1 1. Goldcrest Corporation Non-Executive
(03084831) Independent Director Limited Independent Director
2. Cineline India Limited Non-Executive
Independent Director
Mr. Shamik Das Sharma Non-Executive Nil Nil Nil Nil Nil
(07779526) Independent Director
Ms. Rekha Gopal Warriar Non-Executive 2 1 Nil 1. IIFL Wealth Prime Non-Executive
(08152356) Independent Director Limited Independent Director
Mr. Viswanathan Krishnan@ Non-Executive Nil Nil Nil Nil Nil
(09026252) Independent Director
Note:
* Excludes directorships held in private limited companies, foreign companies, high value debt listed private entities and companies under
Section 8 of the Act.
#
he Committees considered for the above purpose are those prescribed in the Regulation 26 of the SEBI Listing Regulations viz. Audit
T
Committee and Stakeholders’ Relationship Committee.
@
r. Viswanathan Krishnan was appointed as an Additional Director (Independent Non-Executive Director) of the Company w.e.f. January
M
21, 2021 and subsequent to the approval of the shareholders at the 26th Annual General Meeting of the Company held on June 30, 2021, he
was appointed as an Independent Director for a term of five consecutive years w.e.f. January 21, 2021.
$
It includes equity and debt listed entities.
Board Meetings The notice and detailed agenda along with the relevant
The Board meets at regular intervals to discuss and notes and other material information are sent in
advance to each Director and in exceptional cases
decide on business strategies/policies and review
tabled at the meeting with the approval of the Board.
the financial performance of the Company and its
This ensures timely and informed decisions by the Board.
subsidiaries, apart from other statutory matters as
Video-conferencing facility as per procedure mandated
required to be deliberated and approved by the Board. under the Act, is also provided to facilitate the Directors
In case of business exigencies, the Board’s approval is to participate at the meetings conveniently. The Board
taken through circular resolutions as permitted by law. agenda includes an Action Taken Report comprising of
The circular resolutions are noted and confirmed at the actions arising from the board meetings and status/
subsequent board meeting. updates thereof.
100
Corporate Overview
During the year under review, the Board of Directors met 7) December 06, 2021
8 (Eight) times i.e.
8) January 24, 2022
1) April 16, 2021
2) May 04, 2021 The maximum gap between any two consecutive
meetings was less than one hundred and twenty days,
3) July 03, 2021
as stipulated under Section 173(1) of the Act and
4) July 22, 2021
Regulation 17(2) of the SEBI Listing Regulations and
5) September 24, 2021 the Secretarial Standards issued by the Institute of
6) October 21, 2021 Company Secretaries of India.
Details of Board meetings and attendance of the Directors in the Board meeting and the previous Annual General Meeting
along with number of shares held is mentioned herein below:
Sr. Name of the Director Number of board Number of Attendance at last Number of shares
No. meetings held board meetings AGM held on held as on
during the tenure attended June 30, 2021 March 31, 2022
1 Mr. R. Venkataraman 8 8 Yes 11184432
2 Mr. Narendra Deshmal Jain 8 8 Yes 82500
3 Mr. Anand Shailesh Bathiya 8 8 Yes Nil
4 Mr. Shamik Das Sharma 8 8 Yes Nil
5 Ms. Rekha Gopal Warriar 8 7 Yes Nil
6 Mr. Viswanathan Krishnan 8 8 Yes Nil
During the year under review, the information as set • Reviewing the performance of the Chairperson
out in Regulation 17 read with Part A of Schedule II of the Company;
of the SEBI Listing Regulations, was placed before
• Assessing the quality, quantity and timeliness
the Board/Board Committees, from time to time, for
of flow of information between the Company
their consideration, to the extent applicable, relevant
management and the Board that is necessary
and deemed appropriate by the management.
for the Board to effectively and reasonably
This information was made available as a part of the
perform its duties.
agenda papers in advance of the respective meetings or
by way of presentation and discussion or in exceptional
The Independent Directors reviewed and evaluated the
cases, tabled at the meetings.
performance of Non-Independent Directors and the
Overall attendance rate at Board and Board Board as a whole and the same was found satisfactory.
committee meetings
(f) Familiarization Programs:
97.62%
The Board members are familiarized with their roles,
During FY 22 rights and responsibilities in the Company as well
as with the nature of industry and business model
Key matters considered by the Board during the year of the Company at the time of their appointment as
a Director of the Company. Presentations are made
- Livlong Protection & Wellness Solutions Limited, during the Board/Committee meetings periodically to
a subsidiary of the Company commenced its the Directors on various matters, inter-alia, covering
business during the year. the Company’s and its major subsidiaries, businesses
- Created a detailed framework of Enterprise Risk and operations, industry and regulatory updates,
Management at the Organizational Level. strategies, finance, risk management framework, role,
rights, responsibilities of the Independent Directors
under various statutes and other relevant matters.
(e) Separate meetings of Independent Directors:
Details of the programme for familiarisation of
In compliance with the provisions of the Act and Independent Directors with the working of the Company
Regulation 25 of SEBI Listing Regulations, a separate are available on the website of the Company and can be
meeting of Independent Directors of the Company was accessed on https://www.indiainfoline.com/securities/
held on March 03, 2022, inter alia, for: corporate-governance.php.
• Reviewing the performance of Non-Independent
Directors and the Board as a whole;
101
3. COMMITTEES OF THE BOARD The Committee met on:

The Board of Directors has constituted Board • April 16, 2021
Committees in accordance with the provisions of the Act • May 04, 2021
and SEBI Listing Regulations to deal with specific areas
and activities which concern the Company and requires • July 22, 2021
a closer review. These committees play a pivotal role • October 21, 2021
in the overall management of day-to-day affairs and
governance of the Company. The Board committees • January 24, 2022
meet at regular intervals and take necessary steps to
The requisite quorum was present at all the meetings.
perform their duties.
The details of attendance of each member of the

The Company had 6 Board Committees as on
Committee at the meetings are given below:
March 31, 2022:
Sr. Name of the Position Category Meetings Meetings
A. Audit Committee No. Director held attended
B. Nomination and Remuneration Committee 1 Mr. Anand Independent Chairman 5 5
Bathiya Director
C. Corporate Social Responsibility Committee 2 Mr. Narendra Whole-Time Member 5 5
D. Stakeholders’ Relationship Committee Jain Director
3 Mr. Viswanathan Independent Member 5 5
E. Risk Management Committee Krishnan Director
4 Ms. Rekha Independent Member 5 4
F. Finance Committee
Warriar Director
The Chairman of the Board/respective Committees, in

Audit Committee meetings are attended by the Chief
consultation with the Company Secretary determine
Financial Officer of the Company and partners/
the schedule for the Committee meetings. The minutes
representatives of Statutory Auditors and Internal
of all the Committee meetings are placed at its
Auditors. The Company Secretary acts as the Secretary
subsequent meeting for confirmation and also before
of the Audit Committee. The Chairman of the Audit
the Board for its noting. The recommendations of the
Committee was present at the last Annual General
Committees are placed before the Board for approval,
Meeting of the Company held on June 30, 2021.
wherever required. During the year, all mandatory
recommendations made by the Committees, were
he Broad terms of reference of the Audit Committee
T
accepted by the Board.
are as under:
The details with respect to the composition, terms 1. Oversight of our Company’s financial reporting
of reference, meetings and attendance of various process and the disclosure of its financial
Committees, are given below: information to ensure that the financial statements
are correct, sufficient and credible;
A. AUDIT COMMITTEE
2. Recommendation for appointment, re-appointment
Composition and replacement, remuneration and terms of
Audit Committee of the Board of Directors (“the Audit appointment of auditors of the Company;
Committee”) is entrusted with the responsibility to
3. Approval of payment to statutory auditors for any
supervise the Company’s financial reporting process
other services they have rendered to the Company;
and internal controls. The composition, quorum, powers,
role and scope are in accordance with Section 177 of the 4.
Reviewing, with the management, the annual
Act and the provisions of Regulation 18 of SEBI Listing financial statements and auditor’s report thereon
Regulations. All members of the Audit Committee before submission to the board for approval, with
are financially literate and bring in expertise in the particular reference to:
fields of finance, taxation and risk. Mr. Anand Bathiya,
a. Matters required to be included in the
Independent Director is the Chairman of the Audit
Directors’ responsibility statement to be
Committee. The other members of the Audit Committee
included in the Board’s report in terms of
include Mr. Narendra Jain, Whole-Time Director,
clause (c) of sub-section 3 of Section 134 of
Mr. Viswanathan Krishnan, Independent Director and
the Companies Act 2013;
Ms. Rekha Warriar, Independent Director.
b. Changes, if any, in accounting policies and
Meetings and Attendance practices and reasons for the same;
The Audit Committee met 5 (Five) times during the c. Major accounting entries involving estimates
FY 22. The maximum gap between two meetings was based on the exercise of judgment by
not more than 120 days. the management;
102
Corporate Overview
d. Significant adjustments made in the financial scope of audit, including the observations of the
statements arising out of audit findings; auditors and review of financial statement before
e.
Compliance with listing and other legal their submission to the Board and may also discuss
requirements relating to financial statements; any related issues with the internal and statutory
auditors and the management of the company;
f.
Disclosure of any related party
transactions; and 18. To look into the reasons for substantial defaults in
g. Qualifications/ modified opinions in the the payment to the depositors, debenture holders,
draft audit report shareholders (in case of non-payment of declared
dividends) and creditors;
5. Reviewing, the quarterly financial statements
19.
To establish and review the functioning of the
with the management before submission to the
whistle blower mechanism;
Board for approval;
20.
Approval of appointment of the Chief Financial
6. Reviewing, with the management, the statement
Officer after assessing the qualifications,
of uses/application of funds raised through an
experience and background, etc. of the candidate;
issue (public issue, rights issue, preferential issue,
etc.), the statement of funds utilized for purposes 21. Related Party Transactions:
other than those stated in the offer document/
Granting approval / omnibus approval for
prospectus/notice and the report submitted by transaction(s) with related parties, subject to
the monitoring agency monitoring the utilization conditions as may be prescribed under the Policy
of proceeds of a public or rights issue, and making on Related Party Transaction of the Company or any
appropriate recommendations to the Board to take other applicable laws, regulations, guidelines or any
up steps in this matter; subsequent modification in the transactions thereof;
7.
Reviewing and monitoring the auditor’s 22. Review of:
independence and performance, and effectiveness
a. Management Discussion and Analysis of
of audit process;
financial condition and results of operations;
8. Scrutiny of inter-corporate loans and investments; b. Statement of significant related party
9. Valuation of undertakings or assets of the Company, transactions (as defined by the audit
wherever necessary; committee), submitted by management;
c. Management letters/letters of internal control
10. Evaluation of internal financial controls and risk
weaknesses issued by the statutory auditors;
management systems;
d.
Internal audit reports relating to internal
11. Monitoring the end use of funds raised through control weaknesses;
public offers and related matters, if any;
e.
Appointment, removal and terms of
12. Reviewing, with the management, performance of remuneration of the Chief Internal Auditor shall
statutory and internal auditors, adequacy of the be subject to review by the audit committee;
internal control systems; f. Statement of deviations including:
13. Reviewing the adequacy of internal audit function, i.
Quarterly statement of deviation(s)
if any, including the structure of the internal audit including report of monitoring agency,
department, staffing and seniority of the official if applicable, submitted to stock
heading the department, reporting structure exchange(s) in terms of Regulation 32(1)
coverage and frequency of internal audit; of the Listing Regulations;
14. Discussing with internal auditors of any significant ii.
Annual statement of funds utilized for
findings and following up there on; purposes other than those stated in the
offer document/prospectus/notice in
15. Reviewing the findings of any internal investigations terms of Regulation 32(7) of the SEBI
by the internal auditors into matters where there is Listing Regulations;
suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting g. The utilization of loans and/or advances from/
the matter to the Board; investment by the holding company in the
subsidiary > ` 100 crore or 10% of asset size
16.
Discussing with statutory auditors before the
of the subsidiary, whichever is lower, including
commencement of the audit, about the nature and
existing loans / advances / investments;
scope of audit as well as post-audit discussion to
ascertain any area of concern;
23. To investigate into any matter in relation to the terms
17. The Audit Committee may call for the comments of reference of the Audit Committee or referred to it
of the auditors about internal control systems, the by the Board and for this purpose shall have power
103
to obtain professional advice from external sources 2. Formulate the criteria for determining qualifications,
and have full access to information contained in positive attributes and independence of a Director
the records of the Company; and recommend to the Board a policy, relating to
the remuneration for the Directors, Key Managerial
24. Carrying out any other terms of reference as may Personnel and other employees and while
be decided by the Board or specified/ provided formulating this policy ensure that:
under the Companies Act 2013 or the SEBI Listing
i.
Level and composition of remuneration is
Regulations or by any other regulatory authority.
reasonable and sufficient to attract, retain and
motivate Directors of the quality required to
B. NOMINATION AND REMUNERATION COMMITTEE
run our Company successfully;
Composition
ii.
Relationship of remuneration to
Ms. Rekha Warriar, Independent Director, is the performance is clear and meets appropriate
Chairperson of the Nomination and Remuneration performance benchmarks;
Committee (“NRC”). The other members of NRC
include Mr. Anand Bathiya and Mr. Shamik Das Sharma, iii. Remuneration to Directors, Key Managerial
Independent Directors. The composition of NRC is in Personnel and Senior Management involves
accordance with the provisions of Section 178(1) of the a balance between fixed and incentive pay
Act and Regulation 19 of the SEBI Listing Regulations. reflecting short and long-term performance
objectives appropriate to the working of our
The NRC works with the Board, in determining the Company and its goals;
attributes, skills and experience required for the Board
3. Identify persons who are qualified to become
as a whole, as well as, for individual members and
Directors and who may be appointed in Senior
recommends the appointment and remuneration of
Management in accordance with the criteria
Directors/Senior Management.
laid down, recommend to the Board their
appointment and removal;
Meetings and Attendance
During the year under review, NRC met twice i.e. 4. Suggest whether to extend or continue the term of
appointment of the Independent Director, on the
• May 04, 2021 basis of the report of performance evaluation of
• October 08, 2021 Independent Directors;
5. Devise a policy on diversity of the Board of Directors;
The requisite quorum was present at the meetings.
6.
Recommend to the Board all remuneration, in
The details of attendance of each member of the whatever form, payable to the Senior Management;
7.
Administer the Company’s employee stock
option schemes.
No. Director held attended
1 Ms. Rekha Independent Chairperson 2 2
Warriar Director Remuneration of Directors
2 Mr. Anand Independent Member 2 2 A. R
emuneration to Non-Executive Independent
Bathiya Director
Directors
3 Mr. Shamik Das Independent Member 2 2
Sharma Director During the year under review, the Non-Executive
Independent Directors were paid ` 30,000/- towards
The Company Secretary of the Company acts as the sitting fees for attending each of the Board meeting,
Secretary of the Committee. The Chairperson of NRC Audit Committee meeting and Independent
was present at the last Annual General Meeting of Directors’ meeting and were paid ` 15,000/-
the Company held on June 30, 2021. The Company’s towards attending each of the other Committee
Nomination and Remuneration Policy for Directors, Key meetings plus the reimbursement directly related
Managerial Personnel and other employees is provided to the actual travel and out-of-pocket expenses,
in Annexure 2 to the Directors’ Report and is also if any, incurred by them. Further, Commission
available on the website of the Company. of ` 10,00,000/- was paid on pro rata basis.
The Company has not granted any employee stock
The Broad terms of reference of Nomination and options to the Independent Directors. None of the
Remuneration Committee are as under:
Non-Executive Independent Directors have any
1.
Formulate criteria and manner for effective other material pecuniary relationship or transaction
evaluation of performance of Board, its with the Company, its Promoters, or Directors,
committees and Individual Directors and review its or Senior Management which, in their judgment,
implementation and compliance; would affect their independence.
104
Corporate Overview
Details of remuneration paid to Non-Executive Independent Directors is provided below;

(Amount in `)
Name of the Director Commission Sitting Fees Total
Mr. Anand Bathiya 5,23,288 5,10,000 10,33,288
Mr. Shamik Das Sharma 10,00,000 3,45,000 13,45,000
Mr. Viswanathan Krishnan 1,91,781 4,80,000 6,71,781
Ms. Rekha Warriar 10,00,000 4,05,000 14,05,000
Notes:
1. Criteria for making payment to Non-executive Directors as specified in Nomination and Remuneration Policy
of the Company are available on the website of the Company and can be accessed through the web link at
https://www.indiainfoline.com/securities/reports/NR-Policy-120521.pdf
2. Pursuant to the sections 178, 197, 198 and any other applicable provisions of the Act [including any statutory
modification(s) or re-enactment(s) thereof] and SEBI Listing Regulations, and in terms of the approval of the Board
vide resolution dated May 15, 2020 and the approval of the shareholders dated June 30, 2020, the Company has
created a provision for payment of commission to Independent Directors for FY2021-22 of ` 10 lakh, considering
their contribution to the Board/Committees, attendance at the meeting, among other parameters.
B. Remuneration to Executive Director

The appointment and remuneration of Executive Director i.e. Chairman and Managing Director and Whole-Time
Director is governed by the recommendation of the NRC, resolutions passed by the Board and shareholders
of the Company.
Details of remuneration paid to Executive Directors is provided below;

Particulars Mr. R. Venkataraman Mr. Narendra Jain
Chairman and Managing Director Whole-Time Director
Term of Appointment For a period of 5 years from May 15, 2019 For a period of 5 years from May 13, 2019
Salary and Allowances (`) 4,08,65,340 67,59,544
Bonus (`) - 12,19,000
Perquisites (`) 39,600 39,600
Minimum Remuneration Mr. R. Venkataraman shall be entitled to Mr. Narendra Jain shall be entitled to
minimum remuneration comprising of minimum remuneration comprising of
salary, perquisites and benefits as per the salary, perquisites and benefits as per the
applicable provisions of Schedule V of applicable provisions of Schedule V of
the Companies Act, 2013 in the event of the Companies Act, 2013 in the event of
inadequacy/absence of profits. inadequacy/absence of profits.
Notice Period and Three months’ notice As per Company’s Policy
Severance Fees
Stock Option (Exercised - 15,000
and allotted in no.)
Note:
1.
This amount does not include amount in respect of gratuity and leave entitlement as the same is
not determinable
2. Remuneration is within limits recommended by NRC and approved by Board for their tenure and approved by the
members of the Company vide special resolution passed on May 17, 2019
C. STAKEHOLDERS’ RELATIONSHIP COMMITTEE as quality of investor services provided by the Company.

Composition The Committee comprises of three Directors. Ms. Rekha
Pursuant to provisions of Section 178(5) of the Act Warriar, Independent Director is the Chairperson of this
and Regulation 20 of the SEBI Listing Regulations, Committee. The other members of the Stakeholders’
Stakeholders’ Relationship Committee (“SRC”) of the Relationship Committee include Mr. Narendra Jain,
Board has been constituted by the Board to oversee Whole-Time Director and Mr. Shamik Das Sharma,
matters relating to the interest of the stakeholders as well Independent Director.
105
Meetings and Attendance the suspense account as on March 31, 2022. Further, no
During the year under review, SRC met once on pledge has been created over the equity shares held
October 08, 2021. The requisite quorum was present by the promoters.
at the Meeting.
D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The details of attendance of each member of the Composition
Committee at the meeting is given below:

The Corporate Social Responsibility (“CSR”)
Sr. Name of the Position Category Meetings Meetings Committee comprises of three Directors. Mr. Anand
Bathiya, Independent Director is the Chairman of CSR
1 Ms. Rekha Independent Chairperson 1 1
Committee. The other members of CSR Committee
Warriar Director
include Mr. Narendra Jain, Whole-Time Director and
2 Mr. Narendra Whole-Time Member 1 1
Mr. Viswanathan Krishnan, Independent Director.
Jain Director
The Composition of CSR Committee is in accordance
Sharma Director
with the provisions of Section 135 of the Act and
the Companies (Corporate Social Responsibility
The Chairperson of SRC was present at the last Annual Policy) Rules, 2014.
General Meeting of the Company held on June 30,
2021. Ms. Meghal Shah is the Compliance Officer of Meetings and Attendance
the Company and also acts as the Company Secretary
During the year under review, the CSR
to the Committee. Committee met twice i.e.
• April 20, 2021
he broad terms of reference of Stakeholders’
T
Relationship Committee are as under: • March 24, 2022
1. Resolving grievances of the security holders of the
listed entity including complaints related to transfer/ The requisite quorum was present at the meetings.
transmission of shares, non-receipt of annual
The details of attendance of each member of the
report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings, etc;
2. Review of measures taken for effective exercise of No. Director held attended
voting rights by shareholders; 1 Mr. Anand Independent Chairman 2 2
3. Review of adherence to the service standards Bathiya Director
adopted by the listed entity in respect of various 2 Mr. Narendra Whole-Time Member 2 2
services being rendered by the Registrar & Share Jain Director
Transfer Agent; 3 Mr. Viswanathan Independent Member 2 2
Krishnan Director
4. Review the various measures and initiatives taken
by the listed entity for reducing the quantum of he broad terms of reference of the Corporate Social
T
unclaimed dividends and ensuring timely receipt Responsibility Committee are as under:
of dividend warrants/annual reports/statutory
1. Formulating and recommending to the Board, the
notices by the shareholders of the company.
CSR Policy which shall indicate the activities to be
undertaken by the Company in areas or subject,
etails of shareholders’ complaints received, solved
D
specified in Schedule VII;
and pending:
Details of the number of complaints received from 2. Recommending the amount of the expenditure to
shareholders and attended during the financial year be incurred on CSR activities;
ended March 31, 2022 are given below: 3. Instituting a transparent monitoring mechanism
Complaints pending as on April 1, 2021 1 for implementation of the CSR activities to be
undertaken by the Company;
Complaints received during the year 10
Complaints resolved during the year 11 4. Such other functions as may be entrusted to it by
the Board, from time to time.
Complaints pending as on March 31, 2022 0
E. RISK MANAGEMENT COMMITTEE

The above table includes complaints received by
the Company from SEBI SCORES and through Stock Composition
Exchanges where the securities of the Company are listed. The composition of the Risk Management Committee
(“RMC”) is in conformity with the requirements
Pursuant to Regulation 34(3) and Schedule V Part F of of the SEBI Listing Regulations, comprising of
the SEBI Listing Regulations, there are no shares lying in Mr. Viswanathan Krishnan, Independent Director as
106
Corporate Overview
Chairman of the Committee. The other members of 6.

The appointment, removal and terms of
RMC include Mr. Narendra Jain, Whole-Time Director, remuneration of the Chief Risk Officer (if
Mr. Shamik Das Sharma and Mr. Anand Bathiya, any) shall be subject to review by the Risk
Independent Directors. Management Committee.
Meetings and Attendance The Risk Management Committee shall have powers
to seek information from any employee, obtain
During the year under review, the RMC met twice i.e.
outside legal or other professional advice and secure
• September 15, 2021 attendance of outsiders with relevant expertise, if it
considers necessary.
• March 11, 2022
F. FINANCE COMMITTEE
The requisite quorum was present at the meetings.
Composition
he details of attendance of each member of the
T
The Finance Committee (“FC”) comprises
Committee at the meetings are given below: Mr. R. Venkataraman, Managing Director,
Mr. Narendra Jain, Whole-Time Director and
Mr. Ronak Gandhi, Chief Financial Officer.
1 Mr. Viswanathan Independent Chairman 2 2
Krishnan Director Meetings and Attendance
2 Mr. Narendra Whole-Time Member 2 2 During the year under review, FC met 5 (Five) times i.e.
Jain Director
• June 07, 2021
Sharma Director • June 22, 2021
4 Mr. Anand Independent Member 2 2 • July 15, 2021
Bathiya Director
• February 10, 2022
he broad terms of reference of the Risk Management
T • March 22, 2022
committee are as under:
1. To formulate a detailed risk management policy The requisite quorum was present at the meetings.
which shall include:
he details of attendance of each member of the
T
(a) A framework for identification of internal Committee at the meetings are given below:
and external risks specifically faced by Sr. Name of the Director Position Meetings Meetings
the listed entity, in particular including No. held attended
financial, operational, sectoral, sustainability 1 Mr. R. Venkataraman Managing 5 5
(particularly, environment-related risks), Director
information, cyber security risks or any other 2 Mr. Narendra Jain Whole-Time 5 5
risk as may be determined by the committee. Director
3 Mr. Ronak Gandhi Chief Financial 5 5
(b) Measures for risk mitigation including Officer
systems and processes for internal control of
identified risks.
The broad terms of reference of the Finance
Committee are as under:
(c) Business continuity plan.
1. To borrow funds for and on behalf of the Company
2. To ensure that appropriate methodology, processes up to the maximum amount as determined by the
and systems are in place to monitor and evaluate Board of Directors of the Company from time to time;
risks associated with the business of the Company; 2. To invest funds of the Company from time to time
3. To monitor and oversee implementation of the in equity shares, preference shares, debt securities,
bonds, whether listed or unlisted, secured or
risk management policy, including evaluating the
unsecured, fixed deposits, units of mutual fund
adequacy of risk management systems;
/ units of alternative investment fund, security
4.
To periodically review the risk management receipts, securities, etc. taking into consideration
policy, at least once in two years, including by all investment parameters up to the maximum
considering the changing industry dynamics and amount as determined by the Board of Directors
evolving complexity; of the Company from time to time. To enter into
any agreements including but not limited to
5.
To keep the Board of Directors informed about Share Purchase Agreement, Share Subscription
the nature and content of its discussions, Agreement, Shareholders Agreement, etc. as may
recommendations and actions to be taken; be required to give effect to such transaction;
107
3. To allot securities of the Company including equity and things including execution of all such
shares, preference shares, debt securities, bonds, deeds, documents, instruments, applications
etc. from time to time; and writings as it may, at its discretion, deem
necessary and desirable for such purpose
4. To borrow funds for meeting the short/ long term
including without limitation the utilization of
requirements of funds of the Company by issuing
the issue proceeds, modify or alter any of the
Commercial Paper including redemption and
terms and conditions, including size of the
buyback of Commercial Paper and also to list the
issue, as it may deem expedient, extension of
same as per the SEBI Regulations, Term Loan
from bank, etc; issue and/or early closure of the issue.
5.
To avail intraday facilities from Banks/Financial 4. P
ERIODIC REVIEW OF COMPLIANCES OF ALL
Institution upto ` 3,000 Crore (Rupees Three APPLICABLE LAWS
Thousand Crore); The Company follows a system, whereby all the acts,
6. To offer assurances on behalf of subsidiaries, in the rules and regulations applicable to the Company are
form of guarantee, security, undertakings, letters identified and compliance with such acts, rules and
(including without limitation, letter of comfort), regulations is monitored by a dedicated team on
deeds, declarations or any other instruments in a regular basis. The regulatory inspection reports/
connection with loan availed by them from Banks, advisory/orders, etc. are periodically examined and the
Financial Institutions, Non-Banking Financial necessary implementation/rectifications to the system
Companies, other body corporates, etc. upto such and processes are initiated. Wherever representations
limit, if applicable, as delegated/decided by the for reconsideration or appeals are preferred, the
Board from time to time; same are necessitated through appropriate forums
or authorities from time to time and the status of the
7.
Powers relating to issuance and
same are reviewed.
allotment of Debentures:
a.
To determine terms and conditions and Further, verification of the compliances with major
number of debentures to be issued; acts/regulations is carried out by suitable external
b. To determine timing, nature, type, pricing and auditors/lawyers/consultants and their reports and
such other terms and conditions of the issue implementation of their observations are reported to
including coupon rate, minimum subscription, the Board/Audit Committee. In addition, the audit and
retention of over subscription, if any and early verification plan and actual status thereof are reviewed
redemption thereof; by the Board/Audit Committee periodically.
c. To approve and make changes to the Draft A consolidated compliance certificate based on the
Prospectus, to approve the Final Prospectus, compliance status received in respect of various laws,
including any corrigendum, amendments
rules and regulations applicable to the Company is
supplements thereto, and the issue thereof;
placed before the Board periodically. Necessary reports
d. To approve all other matters relating to the are also submitted to the various regulatory authorities,
issue and do all such acts, deeds, matters as per the requirements from time to time.
5. GENERAL BODY MEETINGS:

Details of last three Annual General Meetings
AGM Financial Date and Location/Venue Special Resolution Passed
Year Time
26th 2020-2021 June 30, 2021 Through Video 1. To approve sale/disposal/leasing of asset(s) of
at 12.00 Noon Conferencing / Other the material subsidiary
Audio Visual means
2.
To approve offer or invitation to subscribe to
the Non-Convertible Debentures on private
placement basis
25th 2019-2020 June 30, 2020 Through Video 1.
To approve payment of remuneration by way
at 2.00 P.M. Conferencing / Other of Commission to Non-Executive Directors
Audio Visual means including Independent Directors up to 1% (one
percent) of net profit of the Company
2.
To approve offer or invitation to subscribe to
the Non-Convertible Debentures on private
placement basis
108
Corporate Overview
AGM Financial Date and Location/Venue Special Resolution Passed

Year Time
24th 2018-2019 September 30, Hall of Harmony, Ground 1. To approve an offer or invitation made by the
2019 at 2.30 Floor, Nehru Centre, Company to the investors to subscribe to
P.M. Discovery of India, Dr. the Non-Convertible Debentures on private
Annie Besant Road, Worli, placement basis
Mumbai – 400018
2. To ratify the “IIFL Securities Employees’ Stock
Option Scheme- 2018”
Extra Ordinary General Meeting (ii) The Company’s financial results and official press
During the year under review, no Extra Ordinary General releases are displayed on the Company’s website-
Meeting was held. www.indiainfoline.com.
(iii) Presentations made to the institutional investors or/

Postal Ballot
and analysts are intimated to the stock exchanges
During the year under review, shareholders of the within the prescribed time specified under the SEBI
Company passed the ordinary resolutions pursuant Listing Regulations and hosted on the Company’s
to the Postal Ballot Notice dated February 19, 2022 website simultaneously.
and the results of which were announced on
March 28, 2022. (iv) SEBI processes investor complaints in a centralized
web-based complaints redressal system i.e.

The Board appointed P. Naithani and Associates, SCORES. Through this system, a shareholder can
Practicing Company Secretaries to conduct the postal lodge complaint against the Company for his/
ballot voting process in a fair and transparent manner. her grievance. The Company uploads the action
taken on the complaint which can be viewed by
No special resolution was passed for the financial year the shareholder. The Company and shareholder
ended March 31, 2022 can seek and provide clarifications online
There is no immediate proposal for passing any through SEBI scores.
special resolution through Postal Ballot
(v)
The Company has designated the email id:
6. M
EANS OF COMMUNICATION TO THE [email protected] exclusively for investor
STAKEHOLDERS relations, and the same is prominently displayed on
the Company’s website www.indiainfoline.com.
The Board takes on record the audited/unaudited annual/
quarterly financial results prepared in accordance
Go Green Initiative
with the Companies (Indian Accounting Standards)
Rules, 2015 (Ind-AS Rules) in the format prescribed As a part of its go green initiative, the Company has
under Regulation 33 of the SEBI Listing Regulations taken necessary steps to send documents viz. notice of
the general meeting, annual report, etc. at the registered
within prescribed time limit from the closure of the
email addresses of shareholders. Those who have not
quarter/year and announces the results to all the stock
registered their email ids are requested to register
exchanges where the shares of the Company are listed.
the same with the RTA in case of physical holdings/
The Company has been publishing the results in the
Depository Participants in case of electronic holdings
format as prescribed by SEBI in The Free Press Journal
with depositories, to enable the Company to send
(English) and Nav Shakti (Marathi), within forty-eight
the documents by the electronic mode. In view of the
hours of the conclusion of the meeting of the Board in
relaxation provided by the Securities and Exchange
which they are approved.
Board of India, no physical copies of the annual
(i) The quarterly, half-yearly and annual results of the report for FY 2021-22 will be issued by the Company.
Company are submitted to the Statutory Auditors However hard copy of full annual report will be sent to
of the Company for a limited review/full audit (as shareholders who request for the same. Members can
applicable) and the report of the Auditors is also access the documents at the website of the Company
filed with the stock exchanges viz., BSE Limited and www.indiainfoline.com, as well as the website of the
National Stock Exchange of India Limited after it is stock exchanges i.e. BSE Ltd. (www.bseindia.com) and
approved by the Board of Directors. National Stock Exchange of India (www.nseindia.com).
109
7. GENERAL SHAREHOLDERS INFORMATION

Annual General Meeting (“AGM”) for the Financial Year 2021-22
Day and date Tuesday, July 12, 2022

Time 11.00 a.m.
Mode/Venue Through Video Conferencing / Other Audio Visual Means
Book closure date for AGM July 06, 2022 to July 12, 2022 (both days inclusive)
Financial year April 1, 2021 to March 31, 2022
Dividend
During the year under review, the Board of Directors’ have declared dividend as follows:
Dividend Date of Declaration Date of Payment Percentage of Dividend on Amount

the face value of equity share Per Share
Interim Dividend January 24, 2022 February 14, 2022 150% 3/-
This led to an outgo of ` 911.58 million. The same is considered as final dividend.
Listing of equity shares on the stock exchanges

The Company’s share is listed on the following stock exchanges and the listing fees for FY 2021-22 have been paid to the
stock exchanges.
Stock Exchanges Stock Code

BSE Limited 542773
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001
National Stock Exchange of India Limited IIFLSEC
Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051
Market price data during financial year 2021-22

The table herein below gives the monthly high and low prices and volume of the Company’s shares traded on BSE Limited
and National Stock Exchanges of India Limited for the FY 22.
Month BSE NSE

High Low Volume High Low Volume
April, 2021 56 46.2 909211 57 46 9035272
May, 2021 80.9 50.7 5829293 80.90 50.15 65144804
June, 2021 80.1 67.7 1376300 80.50 67.70 15242293
July, 2021 128.55 73.2 7027010 128.50 74 81182095
August, 2021 117.8 80.75 1365240 117.25 80.50 11962422
September, 2021 105.1 89 950082 104.95 88.70 9418157
October, 2021 119.15 94.1 1532401 119.15 94.20 15119205
November, 2021 102.75 83.9 665788 102.75 83.55 5333447
December, 2021 98.1 81.15 845601 97.80 71.45 8373612
January, 2022 103.9 89.7 1215419 103.70 89.25 12773579
February, 2022 101.5 76.25 790631 101.60 76.25 5813358
March, 2022 98.35 76.8 1229593 98.40 76.70 8119696
Performance in Comparison to Broad Based Indices – BSE Sensex and NSE S&P CNX Nifty
Below charts plot the monthly closing price of IIFL Securities Limited versus the BSE - Sensex and NSE - S&P CNX Nifty for
the year ended March 31, 2022
110
Corporate Overview
IIFL Securities Limited share price versus the BSE Sensex
SENSEX vs IIFLSEC
70,000 120
60,000 100
50,000
80
Sensex Closing
IIFLSEC Closing
40,000
60
30,000
40
20,000
10,000 20
- -
APR MAY JUNE JULY AUG SEP OCT NOV DEC JAN FEB MAR
Sensex IIFLSEC
YEAR - 2021-2022
IIFL Securities Limited share price versus the NSE S&P CNX Nifty
NIFTY vs IIFLSEC
20,000 120
18,000
16,000 100
14,000
80
NIFTY Closing
IIFLSEC Closing
12,000
10,000 60
8,000
6,000 40
4,000
20
2,000
- -
APR MAY JUNE JULY AUG SEP OCT NOV DEC JAN FEB MAR
NIFTY IIFLSEC
YEAR - 2021-2022
Distribution of shareholding as on March 31, 2022

The distribution of shareholding as on March 31, 2022, is as follows:
Distribution of shareholding Based on shares held
Report Type : All(NSDL+CDSL+PHYSICAL)
Sr. SHARES RANGE NUMBER OF % OF TOTAL TOTAL SHARES FOR % OF ISSUED
no. SHAREHOLDERS SHAREHOLDERS THE RANGE CAPITAL
1 1 to 500 51599 86.4131 5438903 1.7895
2 501 to 1000 3853 6.4526 3092463 1.0175
3 1001 to 2000 1890 3.1652 2867531 0.9435
4 2001 to 3000 717 1.2008 1832973 0.6031
5 3001 to 4000 334 0.5594 1195139 0.3932
6 4001 to 5000 280 0.4689 1332340 0.4384
7 5001 to 10000 465 0.7787 3494796 1.1498
8 10001 to ********** 574 0.9613 284682085 93.6651
Total 59712 100.0000 303936230 100.0000
111
Category wise shareholding

Details of category wise shareholding as on March 31, 2022 is as follows:
Category No. of Shares Percentage of Holding
Promoters & Promoters Group 95143214 31.30
Alternate Investment Funds 9598900 3.16
Foreign Portfolio Investor 50359710 16.57
Financial Institution/Banks 1883 0.00
Individuals and others 45218817 14.88
NBFCs registered with RBI 1200 0.00
Foreign Nationals 151000 0.05
Hindu Undivided Family 1208366 0.40
Foreign Companies 84641445 27.85
NRIs 14631796 4.82
Investor Education and Protection Fund 26244 0.00
Bodies Corporates and Trust 2953655 0.97
Total 303936230 100
Share Transfer System emat ISIN numbers in NSDL and CDSL for equity
D
In accordance with the provision to Regulation 40(1) of shares - INE489L01022
the SEBI Listing Regulations, effective from April 01, 2019,
transfers of shares of the Company shall not be processed Registrar & Transfer Agent
unless the shares are held in the dematerialized form Link Intime India Private Limited
with a depository. Accordingly, shareholders holding C-101, 247, Lal Bahadur Shastri Marg, Gandhi Nagar,
equity shares in physical form are urged to have their Vikhroli West, Mumbai -400083.
shares dematerialized so as to be able to freely transfer Tel: 022-49186000
them and participate in various corporate actions. Email: [email protected]
Dematerialization of shares and liquidity Outstanding GDRs/ADRs/Warrants or any convertible

Percentage of shares held in physical and dematerialized Instruments conversion date and likely impact on equity
form for the financial year ended on March 31, The Company has not issued any GDRs/ADRs/Warrants
2022 is as follows: during FY 22 and there are no outstanding GDRs/ADRs/
Physical form: 0.08% Warrants as on date.
In electronic form with CDSL: 6.43%

As on March 31, 2022, the Company has 273416
In electronic form with NSDL: 93.49% stock options outstanding under IIFL Securities
Employee Stock Option 2019-Demerger Scheme
Trading in equity shares of the Company is permitted and 13117938 stock options outstanding under IIFL
only in dematerialized form through CDSL and NSDL, as Securities Limited Employee Stock Option Scheme
per notifications issued by the Securities and Exchange 2018. Each option granted is convertible into one equity
Board of India. share of the Company. Upon exercise of options by
grantees, the paid-up share capital of the Company will
Process of dematerialization of shares: accordingly increase.
Shareholders who continue to hold shares in physical

Commodity price risk or foreign exchange risk and
form are requested to dematerialize their shares at the
hedging activities
earliest and avail the benefits of dealing shares in demat
form. For convenience of shareholders, the process of The Company offers trading facilities in the commodity
getting the shares dematerialized is given hereunder: derivatives and currency derivatives segments to its
clients. The Company, in the capacity of trading/clearing
a) Demat account should be opened with a Depository member may be exposed to commodity price risk or
Participant (“DP”) foreign exchange risk on account of its clients’ positions.
b) Shareholders should submit the Dematerialization These risks of clients’ positions are mitigated by
Request Form (“DRF”) along with share certificates collecting upfront margins from clients and monitoring
in original, to their DP their positions by marking them to market.
112
Corporate Overview
Address for correspondence
Compliance Officer Link Intime India Private Limited Company

Ms. Meghal Shah, Unit: IIFL Securities Limited IIFL House, Sun Infotech Park, Road No.
Company Secretary and Compliance C-101, 247, Lal Bahadur Shastri Plot No. B-23, Thane Industrial Area,
Officer Office No 1, Gr Floor, Hubtown Marg, Gandhi Nagar, Vikhroli West, Wagle Estate, Thane – 400604
Solaris, N. S. Phadke Marg, Andheri, Mumbai -400083. Email: [email protected]
Vijay Nagar, Mumbai - 400 069 Tel: 022-49186000
Email: [email protected] Email: [email protected]
Plant Location
The Company is in the business of broking, therefore, it does not have any manufacturing plants.
Credit Ratings obtained by the Company
Name of the Credit Rating obtained Amount Issue Date/ Validity If Rating
Credit Rating in respect of various (` million) Revalidation of Rating Downgraded
Agency securities (specify reason)
CRISIL Commercial Paper 10,500 August 31, 2021 One year from the CRISIL A1+
date of the report (Reaffirmed)
8. DISCLOSURES ii. etails of non-compliance by the Company,

D
i. Disclosure on materially significant Related Party penalties, strictures imposed on the Company by
Transactions that may have potential conflict with the Stock Exchange or SEBI or any other statutory
the interest of the Company at large: authority on any matter related to capital markets,
during the last three years:
The Company has put in place a Policy for
Related Party Transactions (RPT Policy), which
There have been no instances of material
has been approved by the Board of Directors non-compliances by the Company on any matter
and amended from time to time. The said related to the capital markets and no material
Policy may be accessed on the website of the penalties and/or strictures have been imposed
Company at https://content.indiainfoline.com/ on it by the stock exchanges or by SEBI or by
wb/securities/reports/Related1205211.pdf?_ any statutory authority on any matter related to
ga=2.167693246.1664058785.1655295150- the capital markets during the last three financial
2017514718.1654148603. years. However, during the ordinary course of
business, the SEBI has levied minor penalties and
During FY 22, the Company has entered into the same have been appealed before the relevant
material contract/arrangement/transaction with authorities and courts.
related parties within the maximum limit approved
by the members of the Company at its meeting iii. Vigil Mechanism/Whistle Blower policy
held on June 30, 2021. You may refer to note to the Pursuant to Section 177(9) and (10) of the Act,
Standalone Financial Statements and Consolidated
and Regulation 22 of the SEBI Listing Regulations,
Financial Statements respectively, for the related
the Company has formulated a Vigil Mechanism/
party disclosures.
Whistle Blower Policy to enable Directors,
Stakeholders, including individual employees and
All transactions entered into by your Company
their representative bodies to report, in good faith,
during the financial year with related parties were
unethical, unlawful or improper practices, acts or
on arm’s length basis and in the ordinary course of
activities. The said mechanism ensures that the
business. All such related party transactions were
whistle blowers are protected against victimization/
entered into in accordance with the RPT Policy
of the Company. any adverse action and/or discrimination as a
result of such a reporting and provides a direct
Further, in terms of the provisions of Regulation access to the Chairman of the Audit Committee in
23(9) of the SEBI Listing Regulations, disclosure exceptional cases. The Company hereby affirms
of related party transactions on a consolidated that none of its personnel have been denied access
basis is made to the stock exchanges where to the Audit Committee and that no complaints
the securities of the Company are listed, on a were received during the year.
half-yearly basis. The same is also uploaded on the
website of the Company.
113
The Whistle Blower Policy has been disclosed vi. Prevention of Insider Trading
on the website of the Company at https:// The Company has adopted the ‘Code of Conduct for
www.indiainfoline.com/securities/repor ts/ Prevention of Insider Trading’ to regulate, monitor
Whistle-Blower-120521.pdf. and report trading by its Designated Persons and
their immediate relatives in the securities of the
iv. C
ompliance with mandatory and non-mandatory Company and other securities in compliance with
provisions SEBI (Prohibition of Insider Trading) Regulations,
The Company has adhered to all the mandatory 2015 (“SEBI PIT Regulations”) as amended
requirements of corporate governance norms, as from time to time, adopting minimum standards
prescribed by Regulations 17 to 27 and Clause (b) set out in Schedule B and Schedule C of SEBI
to (i) of sub-regulation (2) of Regulation 46 of the PIT Regulations.
SEBI Listing Regulations to the extent applicable
to the Company. The Company has also adopted the ‘Code of
Practices and Procedures for Fair Disclosure of

The status on the compliance with the Unpublished Price Sensitive Information’ under
non-mandatory recommendation in the SEBI SEBI PIT Regulations for preserving the
Listing Regulations is as under: confidentiality of Unpublished Price Sensitive
Information (UPSI) and preventing misuse of
• The Board such information and ensuring timely, fair and
Maintenance of the Non-Executive adequate disclosure of events and occurrences
Chairperson’s Office: Currently, Chairman that could impact price discovery in the market
of the Company is the Managing Director, for the Company’s securities. The same is
hence maintenance of the Non – Executive available on the website of the Company at
Chairperson’s Office is not applicable. https://www.indiainfoline.com/securities/reports/
Code_of_Practices_and_Procedures_for_Fair_
• Shareholder Rights Disclosure_of_Unpublished_Price_Sensitive_
The quarterly financial results as well as all Information_%28UPSI%29.pdf.
significant information/events disseminated
to the stock exchanges are uploaded on the 9. DETAILS OF UTILIZATION OF FUNDS:
website of the Company and is available to all
The Company has not raised any funds through
the shareholders. preferential allotment or Qualified Institutional Placement
as specified under Regulation 32 (7A) during FY 22.
• Modified opinion(s) in the Audit Report
The Auditor’s Report on financial statements 10. SUBSIDIARY COMPANIES
of the Company is unmodified. The Company has the following subsidiaries, out of which
IIFL Facilities Services Limited is the material subsidiary
•
Separate posts of Chairperson and the of the Company as per SEBI Listing Regulations.
Managing Director or the Chief Executive
Sr. Name of the Domestic Subsidiary
Officer No.
There was no separate post for the Chairman 1 IIFL Facilities Services Limited*
and Managing Director in the Company.
2 IIFL Management Services Limited*
• Reporting of Internal Auditor 3 Livlong Insurance Brokers Limited (Formerly IIFL

Insurance Brokers Limited)*

The Internal Auditor makes quarterly
4 IIFL Commodities Limited*
presentations to the Audit Committee
on their reports. 5 Livlong Protection and Wellness Solutions Ltd (Formerly
IIFL Corporate Services Limited) (Formerly IIFL Asset
Reconstruction Limited)
v. isclosure in relation to Sexual Harassment of
D
Women at the Workplace (Prevention, Prohibition 6 India Infoline Foundation* (Section 8 Company)
and Redressal) Act, 2013: 7 Shreyans Foundations LLP (Step down Subsidiary)
8 Meenakshi Towers LLP
Number of complaints filed during Nil
the financial year 9 IIFL Securities Services IFSC Limited*
Number of complaints resolved during Nil Name of the Foreign Subsidiary

the financial year 10 IIFL Wealth (UK) Limited*
Number of complaints pending at Nil 11 IIFL Capital Inc.*

the end of the financial year * Wholly-owned subsidiary company
114
Corporate Overview
Ms. Rekha Warriar, Independent Director on the Board Officer, was placed before the Board at its meeting held
of the Company is also an Independent Director on April 26, 2022 and the same is annexed to this Report.
on the Board of IIFL Facilities Services Limited, the
material subsidiary. 14. CODE OF CONDUCT
The Company has formulated a Code of Conduct for

The Audit Committee/Board periodically reviews
the Board of Directors and Senior Management of
significant developments, transactions and
the Company which is available on the website of the
arrangements entered with the subsidiary companies.
Company at https://www.indiainfoline.com/securities/
The Audit Committee/Board also reviews the financial reports/Code_of_Conduct_for_all_members_of_Board_
statements of the subsidiary companies, including of_Directors_and_Senior_Management.pdf.
investments made by such companies. The minutes of
the meetings of the Board of Directors of the subsidiary The declaration by the Managing Director, as required
companies are periodically placed before the Board of under Regulation 34(3) read with Schedule V (D) of the
Directors of the Company. SEBI Listing Regulations, stating that the members
of the Board of Directors and Senior Management
The policy for determining ‘material’ subsidiaries as
Personnel have affirmed compliance with the Code of
approved by the Board can be accessed on the website
Conduct has been obtained for FY 22 and forms part of
of the Company at https://www.indiainfoline.com/
this Annual Report.
securities/reports/Policy_for_determining_material_
subsidiaries.pdf.
15. C
ERTIFICATE FROM COMPANY SECRETARY IN
11. FEES PAID TO THE STATUTORY AUDITORS: PRACTICE
The Company has obtained the certificate from
Total fees incurred by the Company including its
M/s. Nilesh Shah & Associates, Company Secretary in
subsidiaries, on a consolidated basis to the statutory
practice as required under SEBI Listing Regulations
auditors and all entities in their network / firm / network
confirming that none of the Directors on Board of the
entity of which they are a part, is ` 9.57 million .
Company have been debarred or disqualified from being
appointed or continuing as directors of companies by
12. D
ETAILS OF LOANS AND ADVANCES IN WHICH
SEBI/Ministry of Corporate Affairs or any such statutory
DIRECTORS ARE INTERESTED
authority and the same is annexed to this Report.

The disclosures of transactions of loans and
advances to firms or companies in which Directors are
interested are given in the Note 44 of the Consolidated
Financial Statements. For and on behalf of the Board
13. MD/CFO CERTIFICATE R. Venkataraman

The certificate required under SEBI Listing Regulations Place: Mumbai Chairman & Managing Director
duly signed by the Managing Director and Chief Financial Date: April 26, 2022 DIN: 00011919
115
Auditor’s Certificate on Compliance of Conditions of Corporate Governance
To the Members of
Mumbai
We have examined the compliance of conditions of Corporate Governance by IIFL Securities Limited (‘the Company’), for the
financial year ended on 31st March, 2022, as stipulated in regulations 17 to 27 and clauses (b) to (i) and (t) of regulation 46(2)
and para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015 to the extent applicable.
The compliance with conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to the procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the representations made by
the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the
above mentioned Regulations.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Place: Mumbai For Nilesh Shah & Associates

Date: April 26, 2022 Company Secretaries
UDIN: F004554D000215261
Nilesh Shah
Partner
FCS - 4554
C.P.No: 2631
Peer Review No. 698/2020
Note: In view of the restrictions imposed by the Government of India on the movement of people across India to contain the
spread of Covid-19 pandemic, which led to the complete lockdown across the nation, we have relied on electronic data for
verification of certain records.
116
Corporate Overview
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members,
Wagle Estate, Thane – 400 604.
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of
IIFL Securities Limited, having CIN: L99999MH1996PLC132983 and having registered office situated at IIFL House, Sun
Infotech Park, Road No. 16V, Plot No.B-23, Thane Industrial Area, Wagle Estate Thane – 400 604 (hereinafter referred to as
‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation
34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and carried by us and explanations furnished to us by
the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the
Financial Year ending on March 31, 2022 have been debarred or disqualified from being appointed or continuing as Directors of
Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory:
Sr. No. Name of Director DIN Date of appointment in the Company

1 Venkataraman Rajamani 00011919 15/05/2019
2 Narendra Jain 01984467 13/05/2019
3 Anand Bathiya 03084831 22/09/2020
4 Shamik Sharma 07779526 14/01/2020
5 Rekha Warriar 08152356 08/05/2019
6 Viswanathan Krishnan 09026252 21/01/2021
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
Place: Mumbai For Nilesh Shah & Associates

Date: April 26, 2022 Company Secretaries
UDIN: F004554D000215270
Nilesh Shah
Partner
FCS - 4554
C.P.No: 2631
Peer Review No. 698/2020
117
Managing Director (MD) and Chief Financial Officer (CFO) Certification under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
To,
The Board of Directors
Mumbai
We Certify that
(a) We have reviewed the financial statements and the cash flow statement of IIFL Securities Limited for the year ended
March 31, 2022 and, that to the best of our knowledge and belief:
i. These statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
ii. These statements together present a true and fair view of the Company’s affairs and are in compliance with the
existing accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year that are
fraudulent, illegal or violative of the Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated
the effectiveness of the Company’s internal control systems pertaining to financial reporting. We have not come across
any deficiencies in the design or operation of such internal controls.
(d) We have indicated to the Auditors and the Audit Committee:

i. Significant changes in internal control during the year, if any;
ii. Accounting policy has been consistently applied during the year except where a newly Accounting Standard (Ind AS)
is initially adopted or a revision to existing Ind AS required a change in accounting policy hitherto in use;
iii. that there are no instances of significant fraud of which we have become aware.
R. Venkataraman Ronak Gandhi

Chairman & Managing Director Chief Financial Officer
DIN: 00011919
Place: Mumbai
Date: April 26, 2022
DECLARATION BY MANAGING DIRECTOR UNDER REGULATION 34(3) READ WITH SCHEDULE V OF SECURITIES AND
EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 IN RESPECT
OF COMPLIANCE WITH THE COMPANY’S CODE OF CONDUCT
This is to confirm that the members of the Board of Directors and Senior Management Personnel of the Company have
affirmed compliance with the Code of Conduct of IIFL Securities Limited, as applicable to them, for the Financial Year ended
March 31, 2022.
R. Venkataraman
Place: Mumbai Chairman & Managing Director
Date: April 26, 2022 DIN: 00011919
118
Corporate Overview
Management Discussion and Analysis

GLOBAL ECONOMY OVERVIEW steady flow of food and energy in the open markets by lifting
Even as the world economy was limping back to normalcy post export restrictions, allocating surpluses and reserves to
the COVID-19 pandemic, the Russia-Ukraine war triggered a those who need them and addressing food price increases
costly humanitarian crisis. Further, economic damage from to calm market volatility. Higher energy and food prices are
the conflict will contribute to a significant slowdown in growth particularly affecting developing economies that import
and add to inflation. commodities, and the outlook is compounded by worsening
food insecurity.
Due to supply-demand mismatches and government support
during the epidemic, inflation was on the upward trajectory INDIAN ECONOMY OVERVIEW
in various countries prior to the war, necessitating monetary Economic recovery in India was shaping up well after
policy tightening. Adding to this, the recent Chinese lockdowns the second wave of the pandemic, and there was a
will exacerbate global supply chain constraints and add to steady improvement across industries and services.
inflation in the coming months, with a trickle-down effect Multiple outbreaks and waves of the COVID-19 pandemic led
on finished goods supply. According to the International to supply chain disruption and also pushed inflation higher,
Monetary Fund (IMF), global economic growth is projected comprehending even more challenges for policy-making.
to slow from an estimated 6.1% in 2021 to 3.6% in 2022 According to the NSO second advance estimates, the Indian
and 2023. War-induced commodity price increases and economy could grow by 8.9% in FY 2021-22. Given the
broadening price pressures led to 2022 inflation projection of forecast for inflation and growth, uncertainty related to
5.7% in the advanced economies and 8.7% in the emerging global events and the unprecedented impact of COVID-19,
markets and developing economies. the Reserve Bank of India (RBI) believes that continued
policy assistance is required for the economy.
World Economic Growth (%)
6.5 In comparison to the preceding waves, the impact of the
5.9
5.0
4.4 continuing third wave of the pandemic on recovery is likely to
3.6 3.3 3.8 3.6 be limited. The proposals in the Union Budget for FY 2022-23 to
2.4
develop public infrastructure through higher capital spending
are expected to boost growth and attract private investment
via a high multiplier effect. However, persistent supply-side
bottlenecks, steadily rising international crude oil prices and
(2.0) increasing raw material costs have added the concerns.
(3.1)
(4.5) Returning consumer confidence, improving business
CY2020 CY2021 CY2022P CY2023P conditions across the manufacturing sector, robust financial
markets, strengthening demand, and improved market
World circumstances are leading to improved growth in the
Advanced Economies economy. India’s prospects for FY 2022-23 are boosted by
Emerging Markets and Developing Economies forecast improvements in credit growth, investment, and
(Source: IMF Report April 2022) consumption, which would be aided by the financial sector’s
P: Projected better-than-expected performance.
In this complex and uncertain atmosphere, effective Widespread vaccine coverage, gains from supply-side
national-level policies and global efforts have become reforms and regulatory ease, sustained export growth,
increasingly important in shaping economic outcomes. and the availability of budgetary space to ramp up capital
As central banks in mature economies tighten policy and spending will contribute to a 7.5% growth in FY 2022-23
interest rates rise, emerging markets and developing nations (Source: RBI Survey Report). The year ahead looks promising
may experience increased capital flight and currency for private sector investment, with the banking system in a
depreciation, adding to the inflationary pressures. In such a strong position to help the economy recover. The Economic
scenario, the IMF forecasts that growth will remain stable Survey 2021-22 expects recovery of the economy
at 3.6% in 2023. with India’s real GDP estimated to record 8.0%-8.5%
growth in FY 2022-23. As per IMF’s World Economic
Multi-lateral efforts are essential to respond to prevent further Outlook projections – January 2022, India’s real GDP
economic fragmentation, maintain global liquidity, manage projected to grow at 9% in FY 2021-22 and FY 2022-23 and
debt distress, tackle climate change and end the pandemic. at 7.1% in FY 2023-24, which would make India the fastest
There is a need for quick and decisive actions to ensure a growing major economy in the world for all 3 years.
119
Indian Economic Outlook (%) to the market rally in the first nine months of FY 2021-22.
However, over the last three months of FY 2021-22, Indian
8.3 8.9
7.5 8.0
7.5 equities have remained under pressure, mirroring negative
6.8 6.5
6.3 global trends. Market sentiment has been pulled down by a
4.0 faster-than-expected monetary tightening in the US, which
has resulted in a spike in bond yields, a steep rise in crude
oil and other commodity prices, and growing geopolitical
FY21
tensions following Russia’s invasion of Ukraine.
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY22E FY23E*
As per the NSE Market Pulse April 2022 report, the Hang
Seng Index (Hong Kong) and Nikkei 225 Index (Japan)
(6.6)
declined by 22.5% and 4.7% respectively in last 12 months till
March 2022. Macro indicators in China pointed to stress in
Source: National Statistics Office 2nd Advance Estimates dated
Feb 28, 2022 economic activity and weakened consumption induced by a
#
RBI SPF report as on April 8
new wave of COVID infections. Indian equities followed global
E: Expected markets in terms of increased volatility but meaningfully
outperformed its emerging as well as developed market
The RBI estimates headline Consumer Price Index (CPI) inflation counterparts. The Nifty 50 Index as well as Nifty 500 index
to be at 5.4% in FY 2021-22 and 4.5% in FY 2022-23 (new base grew by 18.9% and 21% during FY 2021-22. Nifty Midcap 50
2012=100). The uptick was fuelled by a significant increase in and Nifty Small Cap 50 Indexes gained by 20.9 % and 18.4%,
food prices and also due to rising energy prices. According to respectively, in FY 2021-22.
the Reserve Bank of India, Wholesale Price Inflation (WPI) is
expected to be 12.4% in FY 2021-22 and 7.5% in FY 2022-23, Economic, financial, and humanitarian impact of events
majorly due to inflation in fuel prices. Inflation is projected to across the globe led the foreign investment to migrate to
moderate in the future, assisted by the government’s robust safe-haven and cheaper asset classes. Indian markets
supply-side intervention in pulses and edible oils, fresh arrivals of have found support from strong participation by domestic
winter commodities, relief from pandemic-induced supply-side institutional investors as well as direct buying by retail
investors that have far exceeded huge foreign capital outflows
troubles, and a muted pass-through of increased input costs
by FIIs. Domestic investors’ sentiments have remained
to final prices.
buoyant because of the economy’s reopening and substantial
(Source: NSE Market Pulse– April 2022) fiscal assistance. However, in an off-cycle meeting held on
May 2 and May 4, 2022, the RBI surprised the markets with
EQUITY MARKETS a 40 bps rate hike – the first hike since August 2018 and the
Indian equities emerged as the best-performing market in first off-cycle hike since July 2010. The RBI also raised the
2021 among its regional peers in Asia as well as the developed CRR by 50 bps to a decadal high of 4.5% with effect from
markets. Increased liquidity, supportive monetary policy, a May 21, 2022, translating into permanent liquidity withdrawal
faster-than-expected post-pandemic economic rebound, of ` 870 billion. RBI’s sudden hike in repo rate might impact
and steep reduction in COVID cases have all contributed the equity markets over the short-term period.
Market Performance across Equity Indices

Indicator Name Mar-22 Feb-22 Dec-22 Mar-21 1M(%) 3M(%) 6M(%) 12M(%) YTD(%)
Equity Indices
Nifty 50 17,465 16,794 17,354 14,691 4.0 0.6 -0.9 18.9 0.6
Nifty 500 14,895 14,308 14,996 12,314 4.1 -0.7 -1.1 21.0 -0.7
MSCI India 2,034 1,952 2,037 1,680 4.2 -0.1 -0.4 21.1 -0.1
India Volatility Index (%) 21 29 16 21 -28.0 26.7 11.7 -0.4 26.7
MSCI WORLD 3,053 2,978 3,232 2,812 2.5 -5.5 1.5 8.6 -5.5
S&P 500 COMPOSITE 4,530 4,374 4,766 3,973 3.6 -5.0 5.2 14.0 -5.0
DOW JONES INDUSTRIALS 34,678 33,893 36,338 32,982 2.3 -4.6 2.5 5.1 -4.6
HANG SENG 21,997 22,713 23,398 28,378 -3.2 -6.0 -10.5 -22.5 -6.0
FTSE 100 7,516 7,458 7,385 6,714 0.8 1.8 6.1 12.0 1.8
NIKKEI 225 27,821 26,527 28,792 29,179 4.9 -3.4 -5.5 -4.7 -3.4
Source: NSE Market Pulse April 2022
120
Corporate Overview
INDUSTRY OVERVIEW sentiment amid monetary policy tightening by central banks,

Retail Equity rising inflation, rising crude prices and geopolitical tensions
have led to muted flows by FIIs.
Retail participation into Indian equities has jumped manifold
over the last two years, reflected in huge retail inflows into
The trend in Internet-based Trading (IBT) has gained traction
Indian equities, surge in new investor registrations and a
because of greater retail involvement, particularly after the
sharp jump in share of individual investors in the cash market
nationwide lockdown, as retail investors and traders began
turnover. A rapid market crash in March 2020 after the onset of
using this online platform to trade equities directly from their
COVID-19 lured retail investors into trading in equity markets,
homes. As per the NSE Market Pulse report, the average
with a strong market rebound thereafter further strengthening
their sentiments. Retail investors turned net buyers in 2021 daily turnover through internet-based trade stood at ` 155
by further bolstering their participation. During FY 2020 and billion in FY 2021-22.
FY 2021, they have invested a total of ` 1.9 billion in the Source: NSE Market Pulse April 2022
NSE’s capital market segment (secondary market only) of
which ` 1.4 billion has been invested in 2021 alone. Mutual Funds
The mutual fund (MF) industry’s assets grew as a result of
Inflows in last two years could be attributed to increased
strong stock market performance and net inflows into equity
interest by retail investors who stayed or worked from home
schemes. Assets managed by mutual funds grew by 20% from
during the COVID-19 pandemic and shift in investments
` 31.43 trillion in FY 2020-21 to ` 37.57 trillion in FY 2021-22,
towards high-yielding investment avenues from a gradual fall
recording a new all-time high. The overall number of schemes
in real interest rates in an easing monetary policy environment
with high inflation. The robust performance of equities as an stood at 1,495 by the end of FY 2021-22.There were several
asset class as well as IPOs of new-age companies, resulted in New Fund Offers (NFOs) during FY 2021-22. The industry
rising interest in equities from new and young investors, with launched funds that would give investors exposure to
interest normalising during the period. As per NSE Market investments that were not available hitherto. As per AMFI,
Pulse April 2022, new investor registrations stood at a record the proportionate share of equity-oriented schemes stood at
19.3 million in FY 2021-22. 48.9% of the industry assets in March 2022, up from 42.6% in
March 2021. The share of debt-oriented scheme reduced to
Overall, Foreign Institutional Investors (FIIs) net flows in 23.1% of the industry assets down from 31.1% in March 2021.
Indian equities (primary and secondary markets together) There was also significant increase in Exchange Traded
were muted in FY 2021-22, with a net outflow of ` 1,300 billion Funds (ETFs) market share from 9.4% in March 2021 to 11.6%
in Indian equities in FY 2021-22, DIIs, on the other hand have in March 2022. Rest 16.4% share of the industry assets was
invested ` 2,021 billion during the same period. The risk-off contributed by Liquid/Money Market schemes in March 2022.
Total Mutual Fund AUM (` billion)

37,567
42% 31,428
41%
31%
23,796
21,360 22,262
19%
18% 17,546 22%
14% 20%
10,828 12,328 11%

8,252
5,923 7,014
5,872
(1%)
(4%) (6%)
FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22
AUM (` Billion) YOY %
Source: AMFI, CEIC, IIFL Research
Equity mutual funds became an appealing investment destination for investors due to its strong SIP book and lower returns from
traditional investments, with equity-oriented funds getting a spectacular return. Net mutual fund equity collection increased to
` 3,495 billion in FY 2021-22 as against ` 126 billion in FY 2020-21.
121
Net Mutual Fund Equity Collections (` billion)

3,495
2,534
1,558
1,313
1,182
955
797
126
(109) (3) (147) (77)

Source: AMFI, IIFL Research
In March 2022, the SIP inflows reached a new all-time high of about ` 123 billion. This translates to ` 104 billion in average
monthly inflows for the year ended FY 2021-22, as compared to that of ` 79 billion recorded in FY 2020-21. SIP AUM declined
marginally MoM in February, to about 14.6% of the mutual fund industry’s AUM, down from 15.2% in January 2022.
Monthly SIP Contribution (` billion)
86 84 81 79 78 78 78 78 73 84 80 75 92 86 88 92 96 99 104 105 110 113 115 114 123
51 52
44
27 33 35 34 34
23
16
7 2 6 3 9
(1) (3) (6) (5) (6) (5) (1) (6)
(12) (12)
Mar-20
Apr-20
Jun-20
Jul-20
Aug-20
Sep-20
Oct-20
Nov-20
Dec-20
Jan-21
Feb-21
Mar-21
Apr-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Jan-22
May-20
May-21
Nov-21
Dec-21
Feb-22
Mar-22
SIP Contribution YOY %
The overall number of outstanding SIP accounts, continued to rise, reaching a new high of 52.8 million in March 2022, about
43.2% more than the total number of existing SIP accounts at the end of March 31, 2021.
Monthly SIP Accounts

31 31 32 32 33 33 33 34 34 35 36 36 37 38 39 40 42 43 45 46 48 49 50 52 53
Mar-20
Apr-20
Jun-20
Jul-20
Aug-20
Oct-20
May-20
Sep-20
Nov-20
Dec-20
Jan-21
Feb-21
Mar-21
Apr-21
Jun-21
Jul-21
Aug-21
Jan-22
May-21
Sep-21
Oct-21
Nov-21
Dec-21
Feb-22
Mar-22
SIP Accounts (In Million)

Investor trust in the mutual fund asset class in India is reflected in all-time high AUMs and a surge in retail folios and SIP folios.
While profit-driven redemptions have resulted in negative net inflows in equity and hybrid funds, gross inflows are solid. One of
the important growth causes, notably for fund inflows into passive and stock funds, is an increased share of mutual funds in
household savings, driven by expectations of greater and more reliable returns.
122
Corporate Overview
Stock Broking
Indian equities started the calendar year 2022 on a strong note, as global markets hit new highs, boosting domestic investors’
confidence. Despite headwinds from high inflation, manufacturing activity in India improved in April 2022, on the back of quicker
increases in production, factory orders and international sales. The month of April marked 10 straight months of expansionary
readings above 50, even as there is a gradual loss since the beginning of CY2022. Robust corporate earnings, favourable
liquidity in both international and local markets, increasing internet penetration, and retail engagement have all contributed
to a rise in equity market activity. During FY 2021-22, the average daily turnover in the cash market increased by 9.6% YoY to
` 725 billion, compared to ` 663 billion in FY 2020-21.
Average Daily Market Turnover in Cash Segment (` billion)
725
663
391
338 351
244
214 201
184
141 132 134
Source: IIFL Research
In FY 2021-22, the Index Option Premium Turnover increased by 122% YoY to ` 58,423 billion. The stock options premium
climbed by approximately 79% YoY in FY 2021-22, reaching ` 10,388.3 billion.
Options Premium Turnover at NSE is gaining predominance (in ` billion)
58,423
26,294
10,825 10,388
4,607 6,541 5,794
1,482 2,000 2,290
FY18 FY19 FY20 FY21 FY22

Index Options Premium Turnover
Stock Options Premium Turnover
Source: NSE
Expectations of a stronger economic recovery and higher corporate earnings inspired the necessary confidence in investors,
prompting them to pump more money into Indian stocks. The huge growth in the number of private investors accessing the
capital markets is in line with the global trend. Furthermore, brokerage firms’ cost structure and operational efficiency have
increased as a result of a strong focus on digital customer acquisition and economies of scale. From an average of 41 million
new demat accounts established per month in FY 2019-20, it increased to 55 million FY 2020-21, and then to about 90 million
in FY 2021-22, the number has more than doubled.
123
Demat Accounts (in million)
90
63%
55
41 35%
36
32
25 28
21 22 23
19 20 15% 12%
10% 10% 14%
7% 9%
5% 5% 4%
O/S Demat Accounts (million) YOY (%)

Source: IIFL Research
The brokerage industry is expected to have a record year in FY 2022-23, because of strong participation from individual
investors and favourable systemic liquidity, according to ICRA. According to a recent report by ICRA, the industry is expected
to generate total revenue of ` 27,000-28,000 crore in FY 2021-22, representing a 28-33% YoY increase. Moreover, with a
projected industry total turnover of ` 28,500-29,000 crore in FY 2022-23, revenue growth is expected to moderate to 5-7%; and
will be dependent on capital market performance and maintaining similar yields as in prior years.
Alternative Investment Funds (AIF)

AIF is a privately-pooled investment vehicle that collects funds from sophisticated private investors in India and abroad and
invests them according to a predetermined investment philosophy. AIFs’ cumulative investments in India increased to ` 2,674
billion by December 2021 as compared to ` 1,845 billion recorded in December 2020, surging 45% during the year. The huge
increase in YoY growth rate from 30% in 9M FY 2020-21 to 45% in 9M FY 2021-22 is largely due to favourable improvements
in tax structure, fewer restrictions on FDI limits on Indian-owned AIF funds, and SEBI’s standardisation and transparency
implementation. The ongoing positive upticks in AIF demonstrate investors’ interest in the Indian financial markets.
AIF Investments (` billion)
100% 2,674
90%
71% 1,845
1,421
53%
928 45%
542
285 30%
9MFY17 9MFY18 9MFY19 9MFY20 9MFY21 9MFY22

AIF Investments made (` billion) Growth (%)
Source: SEBI
Portfolio Management Services (PMS)

Asset management firms, banks, brokerage firms, and independent investment managers all provide portfolio management
services in India. Investment portfolios often include a diverse variety of securities such as stocks, bonds, and cash equivalents.
This combination is determined by the investor’s risk tolerance, which influences the portfolio’s return potential. AMCs in India
have started offering investors tailor-made investment strategies with greater flexibility through PMS, in addition to managing
mutual fund schemes.
124
Corporate Overview
With the market maturing, a higher number of High Net Worth Individuals (HNIs), a greater requirement for tailored asset
allocation based on risk-return profiling, and an improving awareness of PMS as a product, the industry has witnessed
substantial growth over the previous five years. The AUM by Portfolio Managers declined 32.5% in CY 2021. However, it was an
increase from CY 2019 levels, which indicated a recovery to long-term trends. The discretionary part of PMS, where the portfolio
manager manages the customers’ assets according to their needs, was the key driver of this recovery. Discretionary PMS
dominated the market with 83% market share, followed by advice at 10% and non-discretionary at 7%.
AUM by Portfolio Managers (` trillion)

94.8
34.9
23.5
43.6
23.4 17.4
20.2 19.9 20.7 15.3
12.3 12.9
17.9
8.7 10.4 14.2
7.2 11.8 7.5
5.9
4.1
(32.5)
CY 11 CY 12 CY 13 CY 14 CY 15 CY 16 CY 17 CY 18 CY 19 CY 20 CY 21*
Total AUM (` trillion) YOY %

Source: SEBI
*Data as on December 2021
Insurance
In recent years, the insurance industry has been evolving in equal measure by external influences and the expansion of the
industry itself. Extraneous considerations include the recent pandemic as well as developments in the larger financial services
area, such as a greater focus on digitalisation, improved economic formalisation, payment disruption, and so on. The sector has
altered as well, thanks to the growth of insure-techs, the regulator’s sandbox framework, ecosystems, embedded products, and
a stronger focus on digital transformation. Such expansion has been fuelled by the industry’s inherent under-penetration as
well as joint efforts by the industry and the Insurance Regulatory and Development Authority of India (IRDAI) to raise awareness
about adoption of insurance products.
According to IRDAI data, non-life insurance companies collected about ` 2,206 billion in premiums for FY 2021-22, up by 11.0%
from ` 1,987 billion collected in the previous year. On the life insurance front, first-year life insurance premium collections
grew to ` 3,143 billion in FY 2021-22, up from ` 2,783 billion in FY 2020-21. A similar set of themes will continue to drive
growth in the future. An enabling environment produced by an increase in the foreign direct investment (FDI) cap, insurance
company valuations, capital markets activity, and increased awareness, particularly regarding health and life insurance, would
fuel growth from a structural standpoint. From an operational standpoint, the insurance business will be propelled forward by
rising consumer willingness to connect digitally, remote underwriting, contactless processing, video onboarding, and other
related themes.
Movement in Total First Year Life Insurance Premium (` billion)
48%
46% 39% 39% 3,143
2,783 40%
2,589
2,147
1,939
1,138 1,253
921 977 1,015
FY18 FY19 FY20 FY21 FY22

Individual Premium Total Premium Individual Premium as % of Total Premium
Source: IRDAI, KPMG Outlook dated Jan 7, 2022
125
Investment Banking Increasing Focus on Financial Inclusion

In 2021, the investment banking industry in India had its Financial inclusion programs like the Pradhan Mantri
finest year ever, owing to a wave of public offerings and stock Jan Dhan Yojana, as well as reforms like the simplicity of
sales, which enabled the industry, earn its highest fee from account opening through e-KYC, have increasingly helped
deal-making. According to a Refinitiv study, the country’s capital market participants. As more members of society are
M&A activity totalled USD 17.2 billion last year (as of March 17, introduced to the concept of financial savings and products,
2022), with 417 M&A deals completed. The enthusiasm of this will continue to rise. As on April 13, 2022, accounts under
private equity and SPACs’ (Special Purpose Acquisition the PMJDY scheme had a total deposit of ` 1.68 trillion.
Vehicles) signalled a strong appetite for risk and value in the
market. Due to a slew of big-ticket IPOs and the maturation of Investments in Capital Markets Fuelled by Escalated
India’s IT unicorns from start-ups to mature listed businesses, Domestic Savings
investment bankers have cracked such deals. In March 2021, India’s Gross Savings Rate was 28.2%,
same as the previous year. (Source: CEIC). Demonetisation
During FY 2021-22, the country’s M&A activity was the in November 2016, implementation of the GST in July 2017
third highest in the world, trailing only the United States and the Benami Transaction Act in July 2017 all resulted in
and Australia, with around USD 61.1 billion in M&A a large part of household cash savings being funnelled into
transactions. India has the competitive advantage of having financial assets. Furthermore, dropping interest rates, along
achieved considerable success in the field of software, and with comparative low returns from traditional investment
entrepreneurs should take advantage of this by applying it to products like gold and real estate, prompted a change in retail
digitalisation and other relevant fields. Fintechs, PLI scheme interest toward capital markets, including direct investment in
manufacturing, and retail have latent potential. Mergers and stocks, debentures, and mutual funds. As per the Economic
acquisitions are primarily driven by economies of scale, Survey Report 2021-22, share of individual investors in total
cost-effectiveness, and higher-earning capacities. With the turnover at NSE increased from 38.8% in FY 2019-20 to
economy’s further opening, reforms, and the benefits of new 44.7% in April-October 2021. Also in April-March 2022, new
schemes, existing players will be forced to move quickly and demat accounts increased from an average of 55 million
make place for mergers and acquisitions in the coming year. per month in FY 2020-21 to about 90 million in FY 2021-22.
Reduced investments in physical assets and increased
Source: Refinitiv
individual participation in the capital markets indicate higher
consumer penetration and promising further growth.
OPPORTUNITIES
Large Young Population Increased Revenue Streams from the Extensive Usage of
According to statista.com, India is one of the few countries Distribution Services
with the greatest youth population, with a median age of New distribution methods, such as bancassurance, online
28 years. Due to strong demand-side and supply-side distribution, and Non-Banking Financial Companies (NBFCs),
dynamics, the domestic financial industry is expected to have increased access for the market players while reducing
grow at a high rate. Some important drivers signalling its operating costs significantly. To diversify income
market development potential for established financial sources, several significant players ventured into similar
service providers in India include a substantial share of the fee-based operations such as mutual fund distribution
working population, predicted growth of the Indian economy, and capital markets financing. In addition to their physical
increasing urbanisation, and rising consumption due to presence, majority of brokers are utilising internet platforms.
higher per capita earnings. This enables them to better attract digitally savvy clients who
are prepared to pay a premium for higher-quality services
Expected Surge in Demand for Financial Products in Rural that incorporate technology, automation, value-added
and Semi-rural Areas services, and product safety. They supplement their income
Two-thirds of India’s population lives in rural areas, where with other sources such as additional fees, distribution, and
financial services have just recently gained traction. interest income. Apart from advice services, brokers are
Rural India, on the other hand, has witnessed a continuous rise increasingly focussing on fund-based operations such as
in earnings, generating a growing market for financial services. margin funding and loan against shares, which helps them
Demand for financial products has surged in smaller cities and develop long-term earnings.
rural areas on account of increased financial literacy, mobile
penetration, awareness, and the establishment of Jan Dhan Innovation in Technology
bank accounts. Because of technological advancements, The primary growth factors for the broking industry are
financial services are now available throughout India, helping technological advancements and the significant increase in
to raise awareness and lower the cost of reaching out to smartphone adoption. Rapid technological advancements
smaller areas. Moreover, the Reserve Bank of India’s (RBI) have lowered transaction time and costs, as well as allowing
financial inclusion campaign has broadened the target market brokers to expand their reach and penetration by investing
to semi-urban and rural areas. in online trading platforms. With the rapid spread of mobile
126
Corporate Overview
and internet, India is poised to become one of the largest increase in interest rates will make developed economies
digital markets in the world. India benefits from a high more appealing in terms of risk-return, while emerging
level of channel cross-utilisation to broaden the reach of economies may see an increase in outflows from foreign
financial services. institutional investors.
Demand for Standardised Products to Improve Overall Technology-related Disruptions

Insurance Sales With rapid changes in technology and inventions, businesses
The pandemic has had a significant impact on the Indian must pay more attention to innovation goals in addition to
insurance business in terms of enhanced insurance corporate growth goals. Technical upkeep is vital to stay
penetration in the country along with shift in product mix ahead of the competition, especially with new competitors
towards standardised term and life protection as well as that are “born digital” and operate on a low-cost basis, with
health insurance. Under the Union Budget FY 2021-22, the increased performance expectations in terms of quality,
government permitted 100% FDI for insurance intermediaries timeliness, and cost.
and increased the FDI cap in the insurance sector to 74%
from 49%. Increased investments in the insurance market Changes in Government Regulations
would lead to higher competitiveness. This could provide Any stringent regulatory change or unfavorable policy change
customers with a plethora of options, resulting in improved can pose a threat to the industry players in the short run.
services, competitive products and prices and technical
advancements assisting the insurance sector reach its COMPANY OVERVIEW
full potential. IIFL Securities (hereafter referred to as “the Company” or
“IIFL Securities”) is one of India’s largest independent stock
THREATS brokerage businesses, providing a comprehensive range of
India’s Downgraded Sovereign Rating services to both retail and institutional clients. The Company
was founded in 1996 as a broking arm of the IIFL Group and
India’s credit rating was downgraded due to the pandemic
serves as a one-stop shop for investors looking for a wide
effect, when the economy experienced its first downturn in
range of financial goods and services across the country.
more than four decades. India’s sovereign rating was reduced
to ‘Baa3’ from ‘Baa2’ by Moody’s Investors Service, citing The Company offers a full range of broking services which
difficulties in implementing measures to mitigate the risks of includes financial planning, equities, commodities, and
a prolonged period of low growth and poor fiscal condition. currency broking (both cash and derivatives), depository
participant services, portfolio advisory, investment banking,
Preference of Debt over Equity Amid Rising Interest Rates mutual fund distribution, bond distribution, portfolio
Inflation, budget deficits, and a bad monsoon can all management services, alternate investment funds, and other
cause interest rates to rise, limiting equity inflows. A large investment products.
Product offerings
Mutual
AIFs PMS IPO Insurance FDs Bonds NPS Loans
Funds
Life General Health
The Company has a wide customer base including many Also, it has also emerged as a topmost domestic investment
corporate, institutional investors, sovereign wealth funds, banker, engaged in marquee Initial Public Offerings (IPOs)
foreign portfolio investors, mutual funds, insurance and qualified institutional placements in the last few years.
companies, banks, pension funds, alternate investment funds, The Company has a network of above 2,500 points of
trusts, high net worth individuals and other retail clients. presence across 500 cities in India.
127
IIFL Securities has been promoted under the vision and institutional (local and international) clients are served by
supervision of first-generation entrepreneurs, Mr. Nirmal Jain the Company. It offers in-depth analysis by covering over
and Mr. R. Venkataraman. The Company was listed on the 263 stocks, accounting for over 78% of India’s market value.
Indian stock exchanges in September 2019, pursuant to During the year, the Investment Banking business performed
the composite scheme of arrangement of the IIFL Group. exceptionally well. The Company completed 39 transactions
The Company forms one of the major institutional broking in a variety of categories, including 17 IPOs, 7 QIPs, 7 debt
franchises in India with robust research capabilities. As on transactions and 10 advisory transactions. The outlook for
March 31, 2022, the Company has over 780 international as FY 2022-23 remains positive, thanks to a robust pipeline of
well as domestic clients.
transactions in various stages of completion.
With its legacy of being part of the IIFL Group, the Company
The distribution of retail financial products such as insurance,
continues to provide a comprehensive range of services and
mutual funds, PMS and AIF is a major focus for the Company.
products to its growing clientele. In lieu of its client-centric
During the year, mutual funds and insurance acquired a lot
approach in terms of products and services, user-friendly
of traction. In FY 2021-22, insurance premiums totalled
digital interfaces, and the ability to provide unified access to
all segments of the stock market, the Company has developed ` 1,880 million, up 29% YoY, primarily due to health insurance
a loyal and dedicated clientele. It offers a wide range of sales, while mutual fund AUM totalled ` 71.30 billion, up
financial goods and services through advanced web and 38% YoY. The mutual funds and insurance segment has
digital broking platforms which in turn assists with product long-term growth prospects to support the Company’s
innovation, customer acquisition and retention. financial prowess. The Company has concentrated on selling
insurance products over the internet.
OPERATIONAL REVIEW
The Company accounted for 2.7% of daily cash turnover Through its subsidiary IIFL Facilities Services Limited, the
and 1.1% of NSE turnover in FY 2021-22. The Institutional Company also provides office and related infrastructure and
broking franchisee is one of the best on the market, with an facility services, mostly to group firms and outside corporates.
80-person team based in Mumbai and New York. Over 780 It also offers property consulting and advice services.
FINANCIAL PERFORMANCE (` in million)

Particulars Year Ended
March 31, 2022 March 31, 2021
Audited Audited
1. Income
a. Interest income 1,794.1 747.8
b. Rental income 159.9 211.4
c. Fees and commission income 10,369.3 6,494.3
Total Revenue from operations (a)+(b)+(c) 12,323.3 7,908.5
2. Other Income 840.8 767.7
3. Total Revenue (1+2) 13,164.1 8,676.2
4. Expenses
a. Employee benefits expense 3,240.6 2,113.1
b. Finance cost 1,015.3 496.2
c. Depreciation and amortisation expense 634.5 458.8
d. Fees and commission expense 2,103.6 1,177.0
e. Administration and other expense 2,150.5 1,585.4
Total Expenses (a+b+c+d+e) 9,144.5 5,830.5
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Corporate Overview
Particulars Year Ended

March 31, 2022 March 31, 2021
Audited Audited
5. Profit before share of profit/(loss) of joint venture, exceptional 4,019.6 2,845.7
items and tax (3-4)
6. Share of profit/(loss) of associates and joint ventures 1.4 1.6
7. Profit before exceptional items and tax (5+6) 4,021.0 2,847.3
8. Exceptional items - -
9. Profit before tax (7+8) 4,021.0 2,847.3
10. Tax Expenses
a. Current Tax 998.2 648.7
b. Deferred Tax (22.9) (12.5)
c. Tax adjustment for prior years (12.6) 8.0
Total Tax Expenses (a+b+c) 962.7 644.2
11. Profit/(loss) for the period (9-10) 3,058.3 2,203.1
The Company posted a total income of ` 13,164.1 million Employee Benefits Expense
during the financial year 2021-22, while the profit after tax Employee benefit expenses include salaries and wages,
stood at ` 3,058.3 million. contribution to provident and other funds, share based
payments, staff welfare expenses, leave encashment and
Income gratuity. The employee cost has increased mainly due
Revenue from Operations to increase in headcount on account of hiring/retaining
The Company’s revenue from operations primarily of talent pool.
comprises investment banking and broking products and
services across multiple asset classes. Equity, commodities, Depreciation, Amortisation and Impairment
and currencies are among them, as are depository services, Depreciation, amortisation and impairment expenses
clearing services, insurance broking, distribution of include depreciation of property, plant and equipment, and
third-party financial product, facilities and ancillary services. amortisation of intangible assets. Depreciation has increased
due to amortisation of intangible asset.
In comparison to the previous year, interest income grew to
` 1,794.1 million, representing a growth of 140%. Other Expenses
The Company’s other expenses mainly include advertisement
Fee and commission income has increased mainly on expense, communication expense, legal and professional
account of increase in Investment Banking Income, Broking charges, marketing and commission expenses, office
income and FPD Business. expenses, electricity charges, rates and taxes, software
charges and travelling and conveyance expenses.
Other Income
Other expenses for FY 2021-22 remain at ` 2,150.5 million.
Other income mainly consists of income earned on Other expenses for the year were higher as compared to
investments; interest income on inter-corporate deposits previous year which can largely be attributable to increase in
placed and income tax refunds; gain due to change in fair technology expenditure for automation of various processes,
value of investments. advertisement and outsourced calling service for increasing
customer acquisition pace.
Expenses
Finance Costs Liquidity and Capital Resources
Interest on borrowings and other finance expenses such The Company has always maintained liquidity principally
as bank guarantee commissions, franking charges for through cash earned from operations, bank borrowings, and
commercial paper borrowings, and so on are included equity share issues. As of March 31, 2022, cash, bank balances
in finance costs. and fixed deposit stood at ` 37,401.5 million. IIFL has adequate
working capital and cash flows from operations in order to
Fees and Commission Expense support the future capital expenditure requirements as well as
Fees and commission expense include sub-brokerage to augur growth momentum in the Company.
charges, cross-sell pass-out and other related expenses.
The fee and commission expenses for FY 2021-22 stood at Disclosure of accounting treatment
` 2,103.6 million, increased by 78% YoY, mainly due to higher There was no deviation in following the treatments prescribed
pay-outs on account of increase in revenues earned through in any of Accounting Standards (AS) in the preparation of the
franchisee / sub-brokers. financial statements of your Company.
129
Segment-wise Performance (` in million)

Segments For the year ended
March 31, 2022 March 31, 2021
Segment Segment Segment Segment
Revenue Results Revenue Results
Capital market activity 11,158.7 3,129.0 7,507.1 2,320
Insurance Broking 516.2 304.8 430.9 244.0
Facilities and ancillary 2,000.1 655.1 1,352.1 278.5
Others 29.1 (67.9) 4.7 4.8
Less: Inter Segment Revenue/unallocated (540.0) - (618.6) -
Total 13,164.1 4,021.0 8,676.2 2,847.3
Revenue from the capital market activity increased from BUSINESS OUTLOOK
` 7,507.1 million for the year ended March 31, 2021 to IIFL Securities is among the most well-known domestic
` 11,158.7 million for the year ended March 31, 2022, up 48% institutional brokers, and it is the first line of reference
YoY. This was primarily due to increase in investment banking for any domestic institution, owing to its strong research
and broking income. credentials. The Company is concentrating on acquiring
clients by properly streamlining its client acquisition engine.
Revenue from Insurance broking segment is increased
In addition, the Company has a channel called premiere that
from ` 430.9 million for the year ended March 31, 2021
caters to the mass affluent HNI group. IIFL Securities plans
to ` 516.2 million for the year ended March 31, 2022, an
to improve technical investments and update the app to
increase of 20% YoY.
cater the requirements of new millennials. In the future, the
Company aims to invest in and support further expansion in
Revenue from facilities and ancillary segment has increased
the derivatives segment. The Company has been diversifying
from ` 1,352.1 million for the year ended March 31, 2021
its revenue by focussing more on the distribution business,
to ` 2,000.1 million for the year ended March 31, 2022, an
with revenues tied to AUM, which gives its profitability profile
increase of 48% YoY and result from ` 278.5 million to ` 655.1
more resilience. Client acquisition and the development of an
million mainly due to IPO Funding activity.
AUM-led model are leading to a gradual shift in the cyclical
KEY FINANCIAL RATIOS business’s stability. The Company is also pursuing new
opportunities through strategic tie-ups.
Details of significant changes in key financial ratios (i.e.
change of 25% or more as compared to the immediately
The Company’s technology-based platforms facilitate
previous financial year)
business from the self-serviced and partner-serviced
Key Ratios FY FY Variance segments while also enabling a larger base for cross-selling
2021-22 2020-21 % financial items. With over 9.4 million downloads, its mobile
Debt/Equity Ratio 0.51 0.30 70% trading app, ‘IIFL Markets,’ remains one of the most prominent
in the market. Its strategy remains focussed on improving
Return on Net Worth 28.4% 23.9% 19%
and strengthening research content, as well as investing in
Interest Coverage Ratio 5.58 6.73 (18%) trading platform technology and its human capital.
Explanation: Alongside from solid fundamentals, the large and growing

1.
Debt Equity Ratio – Debt to equity ratio increased share of the working population, rising family incomes,
from 0.30 in FY 2020-21 to 0.51 in FY 2021-22 mainly increasing shift to financial savings, more awareness of
due to increase in borrowings from ` 2,916 million in financial products, and higher retail participation are all
FY 2020-21 to ` 6,070 million in FY 2021-22 and higher helping the Company’s financial product distribution division.
shareholders’ equity from ` 9,676 million in FY 2020-21
to ` 11,818 million in FY 2021-22. RISK MANAGEMENT & GOVERNANCE
Risk management is significant for the implementation of
2. Return on Net Worth: RoNW has increased mainly on
the strategy of IIFL Securities’ and is seamlessly integrated
account of higher total income of ` 3,057 million in FY
across all of its business processes. The Enterprise Risk
2021-22 as compared to ` 2,210 million in FY 2020-21.
Management Framework serves as the foundation for
3.
Interest Coverage Ratio: Interest coverage ratio the Risk Management and Internal Control Framework.
decreased mainly due to increased borrowing cost Furthermore, Risk Management and Internal Controls play
to ` 1,015 million in FY 2021-22 from ` 496 million an important role in the timely identification and adequate
in FY 2020-21. management of strategic, market, and commercial risks.
130
Corporate Overview
The goal of the Company’s risk management strategy is to HUMAN RESOURCES

optimise the risk-return equation and assure strict adherence The Human Resource Department at IIFL Securities is
to all existing laws, rules, and regulations that apply to all of constantly working to align with the business, implement
its commercial activities. digital solutions, and foster a strong culture of transparency
and service orientation within the Company. In the
The Company has implemented a system of risk management previous year, the Company has continued to implement
consisting of an organisational risk management framework,
people-friendly policies and processes, with an emphasis on
policies, tools, and procedures in line with its overall business
implementing industry-wide best practices for its HR policies.
operations. Its risk assessment methodologies are based
The Company attracts and builds a professional workforce
on regulatory requirements, historical market behaviour
driven by a sense of purpose with the proper leadership at
and statistics. IIFL’s entire risk management program is
the helm. Additionally, Adrenalin is used by the Company
focussed on the unpredictability of financial markets, with the
as a one-stop employee interface for all of their human
goal of minimising potential negative consequences on the
resource needs. Hirecraft has been connected with our
Company’s financial performance.
internal HR software, Adrenalin, allowing our employees to
access all features and activities from on-boarding through
By using a well-defined Risk Management Policy, all major
exiting through a single system. Moreover, the Company has
risks are managed - Technology & Information Security
a specialised training and development team that focusses
Risks, Compliance Risks, Operational Risks, Fraud Risks,
on giving information, developing skills, and assisting with
Human Resource Risks and Market Risks. To ensure smooth
functional and technological development. With a heavy
client communication and operations, IIFL Securities has
emphasis on digital learning, the Company employs a
a centralised risk team which manages clients’ trading,
variety of learning approaches, including e-learning modules,
exposure limits, margins, and the collection of margin/
video-based modules, simulation learning, mobile-based
deposits by automating the process. IIFL Securities has
micro learning, and so on, to assist the employees in their
online systems in place and clients receive risk alerts online
professional development. Individual performance measures
and through SMS, branches, and relationship managers.
(“IPMs”), Monthly spot cash incentive schemes (“MSCI”),
Management periodically reviews technological risks such
incentives and recognition programs, and numerous other
as securing customer data, identity theft, cybercrimes,
feedback mechanisms are used by the Company to achieve
data leakage, business continuity, and access control.
staff retention and job satisfaction, as well as to develop
IIFL Securities has put in place systems and controls to
effective retention strategies. The Company has 2,254
guarantee compliance with anti-money laundering standards.
employees as of March 31, 2022, including 177 engineers,
Read more in the Managing Risks Strategically section of 463 MBA graduates, and 31 chartered accountants. As of
the narrative March 31, 2022, IIFL Securities has been recognised as a
‘Great Place to Work’.
TECHNOLOGY
Read more in the Human Capital section of the narrative
The Company has adopted best-in-class technologies to
drive data, digital and security initiatives. Data analytics CORPORATE SOCIAL RESPONSIBILITY (CSR)
and digitalisation are improving employee productivity and
In addition to creating economic value, the Company is
enhancing operational efficiency. Going forward, IIFL Securities
committed to actively contributing to the development of a
will continue to focus on digitalising and simplifying the entire
sustainable society. The Company has adopted a CSR policy
customer lifecycle to best serve the evolving needs of its
customers. The Company introduced the industry’s shortest to guide its initiatives that contribute to inclusive growth and
and least-documented account opening journey, which equitable development. The policy outlines the Company’s
aided in providing best-in-class customer service during the commitment to contributing to the financial, environmental,
year. The Company intends to build a customised trip for and social well-being of its communities. During the fiscal
numerous channels, allow franchisees to boost credibility and year under review, the Company engaged in CSR initiatives
customer happiness by allowing them to create a personalised aimed at boosting health care, financial literacy and
journey. The Company also created an integration stack with education, disaster relief and rehabilitation, and enhancing
exchanges, depositories, and aggregators, removing the the lives of socially and economically backward persons.
requirement for manual account activation. IIFL Securities Under the healthcare program, IIFL undertook various
implemented a number of industry-first solutions that included COVID-19 activities such as delivering vaccines, providing
real-time account verification during the account opening oxygen concentrators, COVID-relief kits as well as health
process. This allowed for the high volume of account opening equipment. The Company’s ‘Sakhiyon Ki Baadi’ initiative
to be supported with even fewer people. The Company also contributes discreetly to the promotion of foundational
introduced new and exciting features through the IIFL markets literacy among children, employs 1,000+ tribal women,
app. The Company’s technological initiatives would be driven and promotes adult education among women. Since its
by technology, knowledge, simplification and customer inception in 2016, the initiative has reached out to 35,759
first approach. children this year. Special sessions on value education are
held in a community-based learning centre for the holistic
Read more in the Intellectual Capital section of the narrative development of children from marginalised communities,
131
addressing topics such as self-awareness, responsibility, of related parties. It has put in place enhanced risk-based
ethics, and morals. The Company enrolled 2,207 beneficiaries supervision systems and ensures continuous monitoring.
between the ages of 4 and 15, at its 21 centres in Khandwa, It has specific internal audit teams for each business.
Madhya Pradesh. The IIFL Foundation has established a Internal auditors conduct exceptional scenario audits, and
one-of-a-kind online platform to assist artisans, craftspeople, the internal team monitors the implementation of internal
and small-scale producers around the country in resurrecting auditors’ recommendations and action plans. In addition,
their livelihoods in the post-lockdown period. the Company follows various specialised audits specified by
regulatory agencies such as SEBI, Exchanges, Depositories,
Read more in the Social and Relationship Capital section of the and IRDA, and reports are provided to the regulators on a
narrative continuous basis.
INTERNAL CONTROLS The Board of Directors/Audit Committee of the Company

IIFL Securities’ internal control activities offer reasonable examines the internal control system and considers the findings
confidence that there are no misstatements in financial of the statutory and internal auditors. Appropriate actions are
reporting, that local laws and regulations are followed and made in a timely manner as deemed required to ensure the
continued to improve the efficacy of internal processes. In the Company’s long-term viability and future growth potential.
organisation and management’s incentive structures, IIFL The audit function ensures that operations are functional
Securities has built a complete internal control framework and efficient, assets are protected, financial records and
with a set of minimal standards. IIFL Securities reviews reports are accurate, and applicable rules and regulations
standards on a regular basis to ensure that the controls are followed in compliances. Internal controls help to detect
and guidance remain relevant, effective, and in line with the and correct any irregularities in business operations quickly.
identified key risks. At all times, the controls provide an accurate summary of the
organisation’s position.
In accordance with the Annual Audit Plan approved by the
Audit Committee, the Company has in place an internal audit INTERNAL FINANCIAL CONTROLS
system that is effective and appropriate to the nature of our The Company has in place adequate internal controls with
business, regulatory requirements, and size of operations. reference to financial statements and operations and the
For internal audit, the Company has in place Mahajan & Aibara same are operating effectively. The Internal Auditors tested
Chartered Accountants. The scope of internal audits includes the design and effectiveness of the key controls and no
regular operations, such as the front end and back end, and material weaknesses were observed in their examination.
internal compliance. The Company’s robust internal control Further, Statutory Auditors verified the systems and processes
systems enable it to safeguard sensitive information, ease and confirmed that the internal financial controls system
auditing processes, maintain proper accounting controls, over financial reporting are adequate and such controls are
monitor operations, conserve assets, and deter fraud. operating effectively.
Furthermore, the Company has achieved ISO 27001:2013
certification and has implemented effective information CAUTIONARY STATEMENTS
security processes, reinforcing a strong commitment to This document contains forward-looking statement and
provide customers with robust and secure technology. information. Such statements are based on our current
expectations and certain assumptions and are therefore,
The Company also hires specialised audit firms to conduct subject to certain risk and uncertainties. Should one or
a half-yearly internal audit of broking mandated by SEBI/ more of these risks or uncertainties materialise, or should
Exchanges, DP processes, Know Your Customer (KYC) underlying assumptions prove incorrect, actual results may
verifications, demat transfers, pay-out verifications, systems vary. IIFL Securities Limited does not intend to assume
audits, branches and sub brokers audits, PMS, mutual any obligation or update or revise these forward-looking
fund and alternative investment funds operations audit, statements in light of developments, which differs from
insurance broking business operation audit, and verification those anticipated.
132
Corporate Overview
Independent Auditor’s Report

To the Members of IIFL Securities Limited Basis for Opinion
We conducted our audit of the financial statements in
Report on the Audit of the Standalone Ind AS financial accordance with the Standards on Auditing (SAs) specified
statements under section 143(10) of the Companies Act, 2013.
Our responsibilities under those Standards are further
Opinion described in the Auditor’s Responsibilities for the Audit of the
We have audited the standalone Ind AS financial statements financial statements section of our report. We are independent
of IIFL Securities Limited, which comprise Balance Sheet of the Company in accordance with the Code of Ethics issued
as at March 31, 2022, the Statement of Profit and Loss, by the Institute of Chartered Accountants of India (“ICAI”)
Statement of Changes in Equity and Statement of Cash Flows together with the ethical requirements that are relevant to our
for the year then ended, and notes to the financial statements, audit of the financial statements under the provisions of the
including a summary of significant accounting policies and Act and the Rules thereunder, and we have fulfilled our other
other explanatory information (hereinafter referred to as “the ethical responsibilities in accordance with these requirements
financial statements”). and the ICAI’s Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to
In our opinion and to the best of our information and provide a basis for our opinion on the financial statements.
according to the explanations given to us, the aforesaid
financial statements give the information required by the Key Audit Matters
Companies Act, 2013 (the “Act”) in the manner so required Key audit matters are those matters that, in our professional
and give a true and fair view in conformity with Indian judgment, were of most significance in our audit of the
Accounting Standards prescribed under section 133 of the financial statements of the current period. These matters
Act read with the Companies (Indian Accounting Standards) were addressed in the context of our audit of the financial
Rules, 2015, as amended (“Ind AS”) and other accounting statements as a whole, and in forming our opinion thereon,
principles generally accepted in India, of the state of affairs and we do not provide a separate opinion on these matters.
of the Company as at March 31, 2022 and its profit, total We have not determined any key audit matters for the
comprehensive income, changes in equity and its cash flows Company. We have determined the matters described below
for the year ended on that date. to be the key audit matters to be communicated in our report.
Key Audit Matter Response to Key Audit Matter

Information technology (IT) systems used in financial We obtained an understanding of the Company’s IT control
reporting process. environment relevant to the audit.
The company’s operational and financial processes are We tested the design, implementation and operating
dependent on IT systems due to large volume of transactions effectiveness of the Company’s General IT controls over the
that are processed daily. key IT systems which are critical to financial reporting.
We therefore identified IT systems and controls over financial We also tested key automated and manual controls and logic
reporting as a key audit matter for the Company. for system generated reports relevant to the audit that would
materially impact the financial statements.
In addition to above, we have also relied on the work of the

internal auditors and system auditors.
Information Other than the Financial Statements and In connection with our audit of the financial statements,
Auditor’s Report Thereon our responsibility is to read the other information and,
in doing so, consider whether the other information is
The Company’s Board of Directors is responsible for the
materially inconsistent with the financial statements or our
preparation of the other information. The other information
knowledge obtained in the audit, or otherwise appears to be
comprises the information included in the Board’s Report
materially misstated.
including Annexures to Board’s Report but does not include
the financial statements and our auditor’s report thereon. If, based on the work we have performed on the other
information obtained prior to the date of this auditor’s report,
Our opinion on the financial statements does not cover we conclude that there is a material misstatement of this
the other information and we do not express any form of other information, we are required to report that fact. We have
assurance conclusion thereon. nothing to report in this regard.
133
Responsibilities of Management and Those Charged may involve collusion, forgery, intentional omissions,
with Governance for the Financial Statements misrepresentations, or the override of internal control.
The Company’s Board of Directors is responsible for the • Obtain an understanding of internal financial controls
matters stated in section 134(5) of the Act with respect to relevant to the audit in order to design audit procedures
the preparation of these financial statements that give a true
that are appropriate in the circumstances. Under section
and fair view of the financial position, financial performance,
143(3)(i) of the Act, we are also responsible for
total comprehensive income, changes in equity and cash
expressing our opinion on whether the Company has
flows of the Company in accordance with the accounting
adequate internal financial controls system in place and
principles generally accepted in India, including the Indian
the operating effectiveness of such controls.
accounting standards specified under Sec 133 of the Act.
This responsibility also includes maintenance of adequate • Evaluate the appropriateness of accounting policies
accounting records in accordance with the provisions of used and the reasonableness of accounting estimates
the Act for safeguarding of the assets of the Company and and related disclosures made by management.
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; • Conclude on the appropriateness of management’s use
making judgments and estimates that are reasonable and of the going concern basis of accounting and, based
prudent; and design, implementation and maintenance of on the audit evidence obtained, whether a material
adequate internal financial controls, that were operating uncertainty exists related to events or conditions that
effectively for ensuring the accuracy and completeness may cast significant doubt on the Company’s ability
of the accounting records, relevant to the preparation and to continue as a going concern. If we conclude that a
presentation of the financial statements that give a true and material uncertainty exists, we are required to draw
fair view and are free from material misstatement, whether attention in our auditor’s report to the related disclosures
due to fraud or error. in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions
In preparing the financial statements, management is
are based on the audit evidence obtained up to the
responsible for assessing the Company’s ability to continue
date of our auditor’s report. However, future events or
as a going concern, disclosing, as applicable, matters
conditions may cause the Company to cease to continue
related to going concern and using the going concern basis
of accounting unless the management either intends to as a going concern.
liquidate the Company or to cease operations, or has no • Evaluate the overall presentation, structure and content
realistic alternative but to do so. of the financial statements, including the disclosures,
and whether the financial statements represent the
The Board of Directors are also responsible for overseeing the
underlying transactions and events in a manner that
Company’s financial reporting process.
achieves fair presentation.
Auditor’s Responsibilities for the Audit of the Financial
We communicate with those charged with governance
Statements
regarding, among other matters, the planned scope and
Our objectives are to obtain reasonable assurance about
timing of the audit and significant audit findings, including
whether the financial statements as a whole are free from
any significant deficiencies in internal control that we identify
material misstatement, whether due to fraud or error,
during our audit.
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
We also provide those charged with governance with a
not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when statement that we have complied with relevant ethical
it exists. Misstatements can arise from fraud or error and requirements regarding independence, and to communicate
are considered material if, individually or in the aggregate, with them all relationships and other matters that may
they could reasonably be expected to influence the reasonably be thought to bear on our independence, and
economic decisions of users taken on the basis of these where applicable, related safeguards.
financial statements.
From the matters communicated with those charged with
As part of an audit in accordance with SAs, we exercise governance, we determine those matters that were of most
professional judgment and maintain professional skepticism significance in the audit of the financial statements of the
throughout the audit. We also: current period and are therefore the key audit matters.
• Identify and assess the risks of material misstatement We describe these matters in our auditor’s report unless law
of the financial statements, whether due to fraud or error, or regulation precludes public disclosure about the matter or
design and perform audit procedures responsive to those when, in extremely rare circumstances, we determine that a
risks, and obtain audit evidence that is sufficient and matter should not be communicated in our report because
appropriate to provide a basis for our opinion. The risk the adverse consequences of doing so would reasonably
of not detecting a material misstatement resulting from be expected to outweigh the public interest benefits of
fraud is higher than for one resulting from error, as fraud such communication.
134
Corporate Overview
Report on Other Legal and Regulatory Requirements which there were any material foreseeable
1. As required by the Companies (Auditor’s Report) Order, losses- Refer Note No 42(3) of the
2020 (“the Order”) issued by the Central Government financial statements;
in terms of Section 143(11) of the Act, we give in (iii) There were no amounts which were required
“Annexure A” a statement on the matters specified in to be transferred to the Investor Education and
paragraphs 3 and 4 of the Order, to the extent applicable. Protection Fund by the Company- Refer Note
No 42(4) of the financial statements;
2. As required by Section 143(3) of the Act, we report that:
(iv) (a) The management has represented that,
a) We have sought and obtained all the information to the best of its knowledge and belief,
and explanations which to the best of our knowledge no funds have been advanced or loaned
and belief were necessary for the purposes of our or invested (either from borrowed funds
audit of the financial statements. or share premium or any other sources
b) In our opinion, proper books of account as required or kind of funds) by the company to or
by law have been kept by the Company so far as it in any other person or entity, including
appears from our examination of those books foreign entity (“Intermediaries”), with
the understanding, whether recorded in
c) The Balance Sheet, the Statement of Profit and writing or otherwise, that the Intermediary
Loss (including Other Comprehensive Income), shall, whether, directly or indirectly lend
the Statement of changes in Equity and the or invest in other persons or entities
Statement of Cash Flows dealt with by this Report identified in any manner whatsoever by
are in agreement with the books of account or on behalf of the Company (“Ultimate
maintained for the purpose or preparation of the Beneficiaries”) or provide any guarantee,
security or the like on behalf of the
d) In our opinion, the aforesaid financial statements Ultimate Beneficiaries - Refer Note No
comply with the Ind AS specified under section 42(1) of the financial statements;
133 of the Act, read with Rule 7 of the Companies
(b) The management has represented, that,
(Accounts) Rules, 2014.
to the best of its knowledge and belief, no
e) On the basis of the written representations received funds have been received by the Company
from the directors as on March 31, 2022 taken from any person or entity, including
on record by the Board of Directors, none of the foreign entity (“Funding Parties”), with
directors is disqualified as on March 31, 2022 from the understanding, whether recorded in
being appointed as a director in terms of Section writing or otherwise, that the Company
164(2) of the Act. shall, whether, directly or indirectly, lend
or invest in other persons or entities
f) With respect to the adequacy of the internal financial
identified in any manner whatsoever
controls over financial reporting of the Company
by or on behalf of the Funding Party
and the operating effectiveness of such controls,
(“Ultimate Beneficiaries”) or provide any
refer to our separate Report in “Annexure B”.
guarantee, security or the like on behalf
g) With respect to the other matters to be included of the Ultimate Beneficiaries - Refer Note
in the Auditor’s Report in accordance with No 42(2) of the financial statements; and
the requirements of section 197(16) of the
(c) In our opinion and based on the audit
Act, as amended:
procedures, we have considered
In our opinion and to the best of our information reasonable and appropriate in the
and according to the explanations given to us, the circumstances; nothing has come
remuneration paid by the Company to its managing to our notice that has caused us to
director during the year is in accordance with the believe that the representations under
provisions of section 197 of the Act. sub-clause (a) and (b) contain any
material misstatement.
h) With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of (v) The dividend declared or paid during the
the Companies (Audit and Auditors) Rules, 2014, in year by the Company is in compliance with
our opinion and to the best of our information and section 123 of the Companies Act, 2013.
according to the explanations given to us:
For V. Sankar Aiyar & Co.,
(i) The Company has disclosed the impact of
Chartered Accountants
pending litigations on its financial position in
(FRN 109208W)
its financial statements- Refer Note No 30 of
the financial statements;
(G.SANKAR)
(ii) The Company did not have any long-term Place: Mumbai (M.No.46050)
contracts including derivative contracts for Date: April 26, 2022 UDIN: 22046050AHUJVS6588
135
Annexure A
to the Independent Auditor’s Report
Annexure referred to in our report of even date to the (iii) The Company has granted unsecured loans and advance
members of IIFL Securities Limited on the accounts to Companies, during the year, in respect of which:
for the year ended 31st March 2022
(a) (A) Company has provided loans aggregating
(i) (a) (A) The company is maintaining proper to ` 5815.80 Millions during the year to
records showing full particulars, including subsidiaries, joint ventures and associates
quantitative details and situation of Property, and balance due as at March 31, 2022 is
Plant and Equipment and relevant details of ` 160.00 Millions.
Right of Use assets.
(B) Company has provided loans aggregating
(B) The Company is maintaining proper records to ` 2000.00 Millions during the year to
showing full particulars of intangible assets. entities other than subsidiaries, joint ventures
and associates and balance due as at
(b) As explained to us, the company has a phased March 31, 2022 is ` Nil.
programme of verification of fixed assets once
in 3 years which in our opinion is reasonable (b) In our opinion, the terms and conditions of grant
considering the size of the company and nature of of loans, during the year are, prima facie, not
its fixed assets. Based on the information and the prejudicial to the Company’s interest;
explanation given to us and on verification of the
records of the Company, no material discrepancies (c) In respect of loan granted by the Company, the
were observed on such verification. schedule of repayment of principal and payment
of interest has been stipulated and the repayments
(c) According to the information and explanations of principal amounts and receipts of interest have
given to us and on the basis of our examination generally been regular.
of the records of the Company, the title deeds of
immovable properties which are freehold and (d) In respect of loan granted by the Company, there
is no overdue amount remaining outstanding as at
disclosed in the financial statements are held in the
the balance sheet date.
name of the Company.
(d) According to the information and explanation given (e) According to the information and explanations
given to us and based on our verification of the
to us and records of the Company examined by us,
records, no loan granted by the Company which
the Company has not revalued its Property Plant
has fallen due during the year, has been renewed or
and Equipment (including Right of Use assets) or
extended or fresh loan granted to settle the overdue
intangible assets or both during the year.
of existing loan given to same parties.
(e) According to the information and explanation
(f) The Company has not granted any loans or
given to us, no proceedings have been initiated or
advances in the nature of loans either repayable on
are pending against the Company for holding any
demand or without specifying any terms or period
benami property under the Benami Transactions
of repayment during the year. Hence, reporting
(Prohibition) Act 1988 (45 of 1988) and rules made under clause 3(iii)(f) is not applicable.
thereunder and accordingly, the requirements of
paragraph 3(i)(e) of the Order are not applicable The Company has not made any investment,
to the Company. provided any guarantee or security or granted
any advances in the nature of loans, secured or
(ii) (a) The Company is not carrying on any trading or unsecured, to companies, firm, Limited Liability
manufacturing activity. Therefore Para 3(ii)(a) of Partnerships or any other parties during the year.
the Order is not applicable to the Company.
(iv) According to the information and explanations given
(b) In our opinion and according to the information to us and records of the Company examined by us, the
and explanation given to us and records of the company has complied with the provisions of section 185
Company examined by us, the Company has and 186 of the Act with respect to the loans, investments,
availed working capital limits from Banks on the guarantees and securities made as applicable.
basis of security of current assets. The quarterly
returns or statements filed by the Company with (v) According to the information and explanations given
the banks are in agreement with the books of to us and based on our verification of the records, the
accounts of the Company. Company has not accepted any deposits from the
136
Corporate Overview
public, within the meaning of Section 73 to 76 or any provident fund, employees state insurance, income
other relevant provisions of the Act and Rules framed tax, service tax, sales tax, value added tax, goods
thereunder. We are further informed that no order has and services tax, cess and other statutory dues as
been passed by the Company Law Board or National applicable to the Company with the appropriate
Company Law Tribunal or Reserve Bank of India or any authorities. Further as explained to us, there are no
court or other tribunal. undisputed statutory dues outstanding for more
than six months as at March 31, 2022 from the date
(vi) According to the information and explanations given they became payable;
to us, in respect of the class of industry the company
falls under, the Central Government has not prescribed (b) According to the information and explanations
the maintenance of cost records under Section 148(1) given to us and records of the Company examined
of the Act. Therefore, paragraph 3(vi) of the Order is not by us, there are no cases of non-deposit of disputed
applicable to the Company. dues of sales tax or goods and services tax or duty
of customs or duty of excise. However, according
(vii) (a) According to the information and explanations given to the information and explanations given to
to us and based on our verification of the records us, the following dues of service tax & income
of the Company, the Company is generally regular tax has not been deposited by the Company on
in depositing undisputed statutory dues including account of dispute:
Nature of the Statute Nature of the Dispute Amount of Tax Period to which Forum where
(` in Millions) amount relates dispute is pending
Service Tax, 1994 Service Tax on Delayed ` 301.64 Outstanding out of 01.04.2014 to CESTAT
Payment Charges total demand of ` 309.39. 31.03.2016
Service Tax, 1994 Service Tax on FII - ` 123.64 Outstanding out of 01.04.2014 to CESTAT
Brokerage total demand of ` 127.58. 30.09.2014
Income Tax Act, 1961 Income Tax ` Nil Outstanding out of total Financial Year CIT (Appeal)
demand of ` 22.41. 2013-14
Income Tax Act, 1961 Income Tax ` 46.42 Outstanding out of total Financial Year CIT (Appeal)
demand of ` 46.42. 2015-16
Income Tax Act, 1961 Income Tax ` 49.79 Outstanding out of total Financial Year Assessing Officer
demand of ` 107.13. 2018-19
(viii) In our opinion and according to the information and d. According to the information and explanations
explanation given to us and records of the Company given to us, and the procedures performed by
examined by us, in respect of tax assessments made us, and on an overall examination of the financial
under the Income Tax Act, 1961, there are no transactions statements of the Company, we report that no
which have been surrendered or disclosed as income funds raised on short-term basis have been used
by the Company. Accordingly, there are no previously long-term purposes by the Company.
unrecorded income and related assets which have been
accounted in the books of account during the year. e. According to the information and explanations
given to us and the records of the Company
(ix) According to information and explanation given to us examined by us, the Company has not taken any
and records of the Company examined by us, funds from any entity or person on account of or
to meet the obligations of its subsidiaries, and it’s
a. According to the information and explanation given associate and hence reporting on clause 3(ix)(e) of
to us and records of the Company examined by the Order not applicable.
us, the Company has not defaulted in repayment
of loans or other borrowings or in the payment of f. According to the information and explanations given
interest thereon to any lender. to us and the records of the Company examined
by us, the Company has not raised any loans
b. According to the information and explanation given during the year on pledge of securities held in its
to us and on the basis of our audit procedures, we subsidiaries, and it’s associate and hence reporting
report that the Company has not been declared on clause 3(ix)(f) of the Order not applicable.
willful defaulter by any bank or financial institution
or government or any government authority. (x) (a) In our opinion and according to the information and
explanation given to us and records of the Company
c. In our opinion and according to the information examined by us, the Company has not raised any
and explanations given to us, the Company moneys by way of initial public offer or further
has utilized the money obtained by way of term public offer (including debt instruments) during the
loans during the year for the purpose for which year and hence reporting under the clause 3(x)(a) is
they were obtained. not applicable.
137
(b) The Company has not made any preferential India as per Reserve Bank of India Act, 1934.
allotment or private placement of shares or Hence reporting under clause 3 (xvi)(b) of the order
convertible debentures (fully, partially or optionally are not applicable to the Company.
convertible) during the year and hence reporting
(c) In our opinion and according to information and
under the clause 3(x)(b) is not applicable.
explanation given to us, the Company is not core
investment company.
(xi) (a) Based upon the audit procedures performed
and information and explanations given by the (d) In our opinion and according to information and
management, we have not come across any explanation given to us, there is no core investment
instances of fraud by the Company or on the company within the Group (as defined in the Core
Company during the year. Investment Companies (Reserve Bank) Directions,
2016) and accordingly reporting under clause 3 (xvi)
(b) We have not filed Form ADT-4 as prescribed under
rule 13 of Companies (Audit and Auditors) Rules, (d) of the order is not applicable to the Company.
2014 with the Central Government since we have
not come across any instances of fraud by the (xvii) The company has not incurred any cash losses in the
Company or on the Company during the year. financial year and also in the immediately preceding
financial year.
(c) The Company has a whistle blower policy system
in place and according to the information and (xviii) There has been no resignation of statutory auditors
explanation received, no complaints have been during the year and accordingly the requirements of
received by the Company during the year (and up to Clause 3(xviii) of the Order not applicable to the Company.
the date of this report).
(xix) In our opinion and on the basis of examination of
(xii) In our Opinion and according to the information and the financial ratios, ageing and expected dates of
explanations given to us, the Company is not a Nidhi realisation of financial assets and payment of financial
Company and hence clause (xii) of the order is not liabilities, other information accompanying the financial
applicable to the Company. statements, our knowledge of the Board of Directors and
management plans, nothing has come to our attention,
(xiii) According to the information and explanation given to us which causes us to believe that any material uncertainty
and based on verification of the records and approvals exists as on the date of the audit report indicating that
of the Audit Committee, all transactions with the related Company is not capable of meeting its liabilities existing
parties are in compliance with sections 177 and 188 of at the balance sheet date as and when they fall due
Companies Act, 2013 where applicable and the details within a period of one year from the balance sheet date.
have been disclosed in the Financial Statements etc, as We however state that this is not an assurance as to the
required by the applicable accounting standards. future viability of the Company. We further state that
our reporting is based on the facts up to the date of the
(xiv) (a) In our opinion and based on our examination, audit report and we neither give any guarantee nor any
the Company has an internal audit system assurance that all liabilities falling due within a period of
commensurate with the size and nature of one year from the balance sheet date, will get discharged
its business; by the Company as and when they fall due.
(b) We have considered the internal audit reports for
(xx) (a) According to information and explanation given
the year under audit, issued to the Company and till
date, in determining the nature, timing and extent of to us and records examined by us, the Company
our audit procedures. does not have other than ongoing projects.
Hence reporting under clause 3(xx)(a) of the Order
(xv) In our opinion and according to the information and is not applicable.
explanations given to us and records examined by (b) According to information and explanation given
us, the Company has not entered into any non-cash to us and records examined by us, in respect of
transactions with Directors or persons connected with ongoing projects, the Company has transferred
him during the year. the unspent Corporate Social Responsibility
(CSR) amount to special account, within a period
(xvi) (a) In our opinion and according to information and of thirty days from the end of the financial year in
explanation given to us, the Company is not required compliance with the provision of section 135(6) of
to be registered under Section 45-IA of the Reserve the Companies Act.
Bank of India Act, 1934. Hence reporting under
clause 3 (xvi)(a) of the order are not applicable For V. Sankar Aiyar & Co.,
to the Company. Chartered Accountants
(b) In our opinion and according to information (FRN 109208W)
and explanation given to us, Company has not
conducted any Non-Banking financial or Housing (G.SANKAR)
Finance activities without a valid Certificate Place: Mumbai (M.No.46050)
of Registration (CoR) from Reserve Bank of Date: April 26, 2022 UDIN: 22046050AHUJVS6588
138
Corporate Overview
Annexure B
Annexure referred to in our report of even date to the members risks of material misstatement of the financial statements,
of IIFL Securities Limited on the standalone accounts for the whether due to fraud or error.
year ended 31st March 2022
We believe that the audit evidence we have obtained is
Report on the Internal Financial Controls under Clause (i) sufficient and appropriate to provide a basis for our audit
of Sub-section 3 of Section 143 of the Companies Act, opinion on the Company’s internal financial controls system
2013 (“the Act”) over financial reporting.
We have audited the internal financial controls over financial
reporting of IIFL Securities Limited (“the Company”) as Meaning of Internal Financial Controls Over Financial
of March 31, 2022 in conjunction with our audit of the Reporting
standalone financial statements of the Company for the year A company’s internal financial control over financial reporting is
ended on that date. a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
Management’s Responsibility for Internal Financial financial statements for external purposes in accordance with
Controls generally accepted accounting principles. A company’s internal
The Company’s management is responsible for establishing financial control over financial reporting includes those policies
and maintaining internal financial controls based on the and procedures that (1) pertain to the maintenance of records
internal control over financial reporting criteria established that, in reasonable detail, accurately and fairly reflect the
by the Company considering the essential components of transactions and dispositions of the assets of the company; (2)
internal control stated in the Guidance Note on Audit of Internal provide reasonable assurance that transactions are recorded
Financial Controls Over Financial Reporting issued by the as necessary to permit preparation of financial statements in
Institute of Chartered Accountants of India. accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made
These responsibilities include the design, implementation only in accordance with authorisations of management and
and maintenance of adequate internal financial controls directors of the company; and (3) provide reasonable assurance
that were operating effectively for ensuring the orderly regarding prevention or timely detection of unauthorised
and efficient conduct of its business, including adherence acquisition, use, or disposition of the company’s assets that
to company’s policies, the safeguarding of its assets, the could have a material effect on the financial statements.
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely Inherent Limitations of Internal Financial Controls
preparation of reliable financial information, as required under Over Financial Reporting
the Companies Act, 2013. Because of the inherent limitations of internal financial
controls over financial reporting, including the possibility
Auditors’ Responsibility of collusion or improper management override of controls,
Our responsibility is to express an opinion on the Company’s material misstatements due to error or fraud may occur and
internal financial controls over financial reporting based on our not be detected. Also, projections of any evaluation of the
audit. We conducted our audit in accordance with the Guidance internal financial controls over financial reporting to future
Note on Audit of Internal Financial Controls Over Financial periods are subject to the risk that the internal financial control
Reporting (the “Guidance Note”) and the Standards on Auditing, over financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with
issued by ICAI and deemed to be prescribed under section
the policies or procedures may deteriorate.
143(10) of the Companies Act, 2013, to the extent applicable to
an audit of internal financial controls, both applicable to an audit
of Internal Financial Controls and, both issued by the Institute
Opinion
of Chartered Accountants of India. Those Standards and the In our opinion, the Company has, in all material respects, an
Guidance Note require that we comply with ethical requirements adequate internal financial controls system over financial
and plan and perform the audit to obtain reasonable assurance reporting and such internal financial controls over financial
about whether adequate internal financial controls over financial reporting were operating effectively as at March 31, 2022
reporting was established and maintained and if such controls based on the internal control over financial reporting criteria
operated effectively in all material respects. established by the Company considering the essential
components of internal control stated in the Guidance Note on
Our audit involves performing procedures to obtain audit Audit of Internal Financial Controls Over Financial Reporting
evidence about the adequacy of the internal financial issued by the Institute of Chartered Accountants of India.
controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over For V. Sankar Aiyar & Co.,
financial reporting included obtaining an understanding of Chartered Accountants
internal financial controls over financial reporting, assessing the (FRN 109208W)
risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control (G.SANKAR)
based on the assessed risk. The procedures selected depend Place: Mumbai (M.No.46050)
on the auditor’s judgement, including the assessment of the Date: April 26, 2022 UDIN: 22046050AHUJVS6588
139
Standalone Balance Sheet

as at March 31, 2022
(` in Million)
Particulars Note No. As at As at
March 31, 2022 March 31, 2021
ASSETS
(1) Financial Assets
(a) Cash and cash equivalents 3 10,731.86 2,562.53
(b) Bank Balance other than (a) above 4 26,182.50 13,968.00
(c) Receivables
(I) Trade receivables 5 226.79 289.62
(II) Other receivables 5 103.68 76.73
(d) Loans 6 4,884.24 1,478.35
(e) Investments 7 1,574.18 950.16
(f) Other financial assets 8 9,607.47 9,730.72
Sub-total 53,310.72 29,056.11
(2) Non-Financial Assets
(a) Current tax assets (net) 178.50 169.05
(b) Deferred tax assets (net) 9 174.27 172.40
(c) Property, Plant and Equipment 10 129.66 113.42
(d) Capital work-in-progress 10 10.99 19.09
(e) Other intangible assets 10 928.64 1,151.39
(f) Right-of-use assets 11 547.76 410.62
(g) Other non-financial assets 12 110.42 94.04
Sub-total 2,080.24 2,130.01
Total Assets 55,390.96 31,186.12
LIABILITIES AND EQUITY
LIABILITIES
(1) Financial Liabilities
(a) Payables
(I) Trade payables
(i) Total outstanding dues of micro - -
enterprises and small enterprises
(ii) Total outstanding dues of creditors 13 9.62 25.53
other than micro enterprises and
small enterprises
(II) Other payables
(i) Total outstanding dues of micro - -
(ii) Total outstanding dues of creditors 13 829.88 330.06
other than micro enterprises and
small enterprises
(b) Borrowings (Other than debt securities) 14 3,362.89 890.00
(c) Other financial liabilities 15 41,208.03 22,244.75
Sub-total 45,410.42 23,490.34
(2) Non-Financial Liabilities
(a) Current tax liabilities (Net) 122.17 18.64
(b) Provisions 16 57.76 43.86
(c) Other non-financial liabilities 17 308.53 59.42
Sub-total 488.46 121.92
(3) Equity
(a) Equity share capital 18 607.87 605.87
(b) Other equity 19 8,884.21 6,967.99
Sub-total 9,492.08 7,573.86
Total Liabilities and Equity 55,390.96 31,186.12
See accompanying notes forming part of Standalone Financial 1 - 43
statements
As per our attached report of even date
For V Sankar Aiyar & Co. For and on behalf of Board of Directors
Firm’s Registration No.109208W
G.Sankar R. Venkataraman Narendra Jain

Partner Chairman and Managing Director Whole Time Director
Membership No.: 046050 (DIN: 00011919) (DIN: 01984467)
Place : Mumbai Ronak Gandhi Meghal Shah

Dated : April 26, 2022 Chief Financial Officer Company Secretary
140
Corporate Overview
Standalone Statement of Profit and Loss

for the year ended March 31, 2022
(` in Million)
Particulars Note No. For the year ended For the year ended
March 31, 2022 March 31, 2021
1. Revenue from operations
(a) Interest income 20 981.51 492.14
(b) Fees and commission income 21 9,623.31 6,264.89
Total revenue from operations (a+b) 10,604.82 6,757.03
2. Other income 22 900.38 843.76
3. Total income (1+2) 11,505.20 7,600.79
4. Expenses
(a) Finance costs 23 343.42 191.06
(b) Fees and commission expense 24 2,115.93 1,216.08
(c) Employee benefits expenses 25 2,963.81 1,954.91
(d) Depreciation, amortization and impairment 26 643.09 442.92
(e) Other expenses 27 1,851.25 1,572.52
Total expenses (a+b+c+d+e) 7,917.50 5,377.49
5. Profit / (loss) before exceptional items and tax (3-4) 3,587.70 2,223.30
7. Profit before tax (5-6) 3,587.70 2,223.30
8. Tax Expense:
(a) Current Tax 28 761.31 511.86
(b) Deferred Tax 28 (1.03) (23.54)
(c) Short/(excess) 28 (13.70) 6.54
Total Tax Expenses (a+b+c) 746.58 494.86
9. Profit for the period (7-8) 2,841.12 1,728.44
10. Other Comprehensive Income
(A)
(i) Items that will not be reclassified to profit or (loss)
a) Remeasurements of the defined benefit plans (3.33) 8.62
(ii) Income tax relating to items that will not be reclassified to 0.84 (2.17)
profit or (loss)
Subtotal (A) (2.49) 6.45
(B)
(i) Items that will be reclassified to profit or loss - -
(ii) Income tax relating to items that will be reclassified - -
to profit or loss
Subtotal (B) - -
Other Comprehensive Income (A + B) (2.49) 6.45
11. Total Comprehensive Income for the Year (9+10) 2,838.63 1,734.89
Earnings per equity share
Basic (in `) 29 9.37 5.46
Diluted (in `) 29 9.23 5.42
See accompanying notes forming part of Standalone Financial 1 - 43
statements


141
142
Statement of Changes in Equity
A. Equity share capital

Particulars As at March 31, 2022 As at March 31, 2021
No. of Shares (` in Million) No. of Shares (` in Million)
At the beginning of the year 302,935,330 605.87 319,609,462 639.22
Changes in Equity Share Capital due to prior period errors - - - -
Restated balance at the beginning of the current reporting period - - - -
Add: Shares issued during the year under ESOP scheme 1,000,900 2.00 326,262 0.65
Less: Shares extinguished on buyback (Refer Note 18) - - (17,000,394) (34.00)
Closing at the end of year 303,936,230 607.87 302,935,330 605.87
B. Other equity
(` in Million)
Particulars Reserves and Surplus Other items Total
Capital Capital Securities General Retained Share of Other
Reserve Redemption Premium Reserve Earnings options Comprehensive
reserve outstanding Income
account
Balance as at April 01, 2021 670.91 34.00 1,199.16 2.27 5,023.54 46.53 (8.42) 6,967.99
Changes in accounting policy/prior period errors - - - - - - - -
Restated balance at the beginning of the current reporting period - - - - - - - -
Transfer from/to reserve - - - 3.34 - (3.34) - -
Additions /(deletions) during the year - - 34.32 - - 38.15 - 72.47
Total comprehensive income for the year - - - - 2,841.12 - (2.49) 2,838.63
Share issue expenses - - (83.30) - - - - (83.30)
Appropriation towards dividend paid - - - - (911.58) - - (911.58)
Balance as at March 31, 2022 670.91 34.00 1,150.18 5.61 6,953.08 81.34 (10.91) 8,884.21
Statement of Changes in Equity (Contd.)
(` in Million)
Particulars Reserves and Surplus Other items Total
Annual Report 2021-22
Capital Capital Securities General Retained Share of Other

Reserve Redemption Premium Reserve Earnings options Comprehensive
reserve outstanding Income
account
Balance as at April 01, 2020 670.91 - 2,244.95 0.90 3,598.04 28.84 (14.87) 6,528.77
Changes in accounting policy/prior period errors - - - - - - - -
Restated balance at the beginning of the current reporting period - - - - - - - -
Transfer from/to reserve - - 2.34 1.37 - (3.71) - -
Total comprehensive income for the year - - - - 1,728.44 - 6.45 1,734.89
Buyback of Equity shares (Refer Note 18) - - (832.81) - - - - (832.81)
Buyback expenses including tax (Refer Note 18) - - (190.83) - - - - (190.83)
Creation of Capital Redemption Reserve (Refer Note 18) - 34.00 (34.00) - - - - -
See accompanying notes forming part of Standalone Financial statements (1 -43)


143
Statutory Reports
Corporate Overview
Standalone Cash Flow Statement

(` in Million)
Particulars For the year ended For the year ended
March 31, 2022 March 31, 2021
Cash flows from operating activities
Net profit before taxation 3,587.70 2,223.30
Adjustments for:
Depreciation, amortisation and impairment 643.09 442.92
Interest expenses 343.42 191.06
Gain on termination on finance lease (4.77) (4.34)
Dividend income (479.12) (229.53)
Provision for gratuity (7.41) (1.82)
Provision for leave encashment 57.76 43.86
Provision for expenses 801.93 324.16
Employee share based payment 38.15 21.40
Interest income (95.57) (276.59)
Loss on sale of preference share of subsidiary - 282.88
Net loss/(gain) on financial instrument measured at fair value (210.74) (219.71)
Net loss/(gain) on sale of fixed assets 0.58 (0.58)
Operating Profit Before working capital changes 4,675.02 2,797.01
(Increase)/Decrease in other bank balances (12,214.50) (7,164.65)
(Increase)/Decrease in loan (3,405.88) (1,257.99)
(Increase)/Decrease in trade and other receivables 35.88 (165.82)
(Increase)/Decrease in other financial assets 127.33 (5,197.87)
(Increase)/Decrease in other non-financial assets (16.38) 220.89
Increase/(Decrease) in trade and other payable (318.02) (269.50)
Increase/(Decrease) in other financial liabilities 18,812.01 12,092.98
Increase/(Decrease) in provisions (43.86) (32.67)
Increase/(Decrease) in other non-financial liabilities 249.12 (126.82)
Cash generated from operations 7,900.72 895.56
Current tax expense (653.53) (519.48)
Net cash generated from operating activities (A) 7,247.19 376.08
Cash flows from investing activities
Purcahse of Fixed Assets (147.06) (1,200.63)
Sale of Fixed Assets 33.57 13.24
Interest income 80.07 227.58
Dividend income 479.12 229.53
(Purchase)/Sale of Current Investments (net) 8.98 21.90
Purchase of Investment (728.00) (6,927.27)
Sale of Investment 321.26 8,414.67
Net cash generated from investing activities (B) 47.94 779.02
Cash flows from financing activities
Proceed from issuance of share capital 36.32 10.17
Share issue expenses (83.30) -
Buyback of Equity Shares (including tax and other expenses) - (1,057.64)
Dividend paid (911.58) (302.94)
Proceeds from Borrowings 21,897.89 4,649.97
Repayment of Borrowings (19,425.04) (4,516.34)
Repayment of Lease Liabilities (353.96) (362.63)
Interest expenses (286.13) (142.06)
Net Cash generated/(used) in financing activities (C) 874.20 (1,721.47)
Net (decrease)/increase in cash and cash equivalents (A+B+C) 8,169.33 (566.37)
Cash and cash equivalents at the beginning of the year 2,562.53 3,128.90
Cash and cash equivalents at the end of the year 10,731.86 2,562.53
See accompanying notes forming part of the standalone financial statements (1 - 43)
144
Corporate Overview
Notes forming part of Standalone Financial Statements

Note 1. Corporate Information: - Level 3 inputs are unobservable inputs for the valuation
IIFL Securities Limited the Company was incorporated on of assets or liabilities.
March 21, 1996 . The Company is in the financial services
spaces offering capital financial services such as equity, a) Key Accounting Estimates And Judgements
currency and commodity broking, depository participant The preparation of the financial statements in conformity
services, merchant banking and distribution of financial with Ind AS requires the Management to make estimates,
product besides holding investments in subsidiaries. judgements and assumptions. These estimates,
judgements and assumptions affect the application of
Note: 1.1 Purpose and Basis of Accounting and accounting policies and the reported amounts of assets
Preparation of Financial Statements and liabilities, the disclosures of contingent assets and
The financial statements have been prepared in accordance liabilities at the date of the financial statements and
with the Indian Accounting Standards (Ind AS) on the reported amounts of revenues and expenses during
historical cost basis except for certain financial instruments the period. Accounting estimates could change from
that are measured at fair values at the end of each reporting period to period. Actual results could differ from those
period as explained in the accounting policies below and the estimates. Appropriate changes in estimates are made
relevant provisions of The Companies Act, 2013 (“Act”). as the Management becomes aware of changes in
circumstances surrounding the estimates.Estimates
Accounting policies have been consistently applied except and underlying assumptions are reviewed on ongoing
where a newly issued accounting standard is initially adopted basis. Changes in estimates are reflected in the financial
or a revision to an existing accounting standard requires a statements in the period in which changes are made
change in the accounting policy hitherto in use. and, if material, their effects are disclosed in the notes to
the financial statements.
Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services. The Company makes certain judgments and estimates
for valuation and impairment of financial instruments,
Fair value is the price that would be received to sell an asset fair valuation of employee stock options, useful life of
or paid to transfer a liability in an orderly transaction between property, plant and equipment, deferred tax assets,
market participants at the measurement date, regardless of retirement benefit obligations and lease arrangements.
whether that price is directly observable or estimated using Management believes that the estimates used in the
another valuation technique. In estimating the fair value of preparation of the financial statements are prudent
an asset or a liability, the Company takes into account the and reasonable.
characteristics of the asset or liability if market participants
would take those characteristics into account when pricing b) Statement of compliance
the asset or liability at the measurement date. Fair value for These financial statements are prepared in accordance
measurement and/ or disclosure purposes in these financial with Indian Accounting Standards (Ind AS) prescribed
statements is determined on such a basis, except for share under Sec 133 of the Companies Act (“the Act) read with
based payment transactions that are within the scope of Ind Rule 3 of the Companies (Indian Accounting Standards)
AS 102 and measurements that have some similarities to fair Rules, 2015 and relevant amendment rules issued
value but are not fair value, such value in use in Ind AS 36. thereafter and under the historical cost convention on
accrual basis except for certain financial instruments
Fair value measurements under Ind AS are categorised into which are measured at fair value (refer accounting policy
Level 1, 2, or 3 based on the degree to which the inputs to the on financial instruments).
fair value measurements are observable and the significance
of the inputs to the fair value measurement in its entirety, Accordingly, the Company has prepared these
which are described as follows: Standalone Financial Statements which comprise the
Balance Sheet as at 31 March, 2022, the Statement
- Level 1 inputs are quoted prices (unadjusted) in active of Profit and Loss for the year ended 31 March 2022,
markets for identical assets or liabilities that the the Statement of Cash Flows for the year ended 31
Company can access at measurement date; March 2022 and the Statement of Changes in Equity for
the year ended as on that date, and accounting policies
- Level 2 inputs are inputs, other than quoted prices and other explanatory information (together hereinafter
included within level 1, that are observable for the asset referred to as ‘Standalone Financial Statements’ or
or liability, either directly or indirectly; and ‘financial statements’).
145

for the year ended March 31, 2022 (Contd.)
c) Basis of Preparation of Standalone financial net identifiable assets acquired and liabilities assumed,
statements: the difference is accumulated in equity as capital reserve.
These Financial Statements of the Company are The costs of acquisition excluding those relating to issue
presented as per Schedule III (Division III) of the of equity or debt securities are charged to the Statement
Companies Act, 2013 applicable to NBFCs, as notified by of Profit and Loss in the period in which they are incurred.
the Ministry of Corporate Affairs (MCA). The Statement
of Cash Flows has been prepared and presented as per Business combinations involving entities under common
the requirements of Ind AS 7 “Statement of Cash Flows”. control are accounted for using the pooling of interests
The disclosure requirements with respect to items in method. The net assets of the transferor entity or
business are accounted at their carrying amounts on the
the Balance Sheet and Statement of Profit and Loss, as
date of the acquisition subject to necessary adjustments
prescribed in the Schedule III to the Act, are presented by
required to harmonise accounting policies. Any excess
way of notes forming part of the Financial Statements
or shortfall of the consideration paid over the share
along with the other notes required to be disclosed
capital of transferor entity or business is recognised as
under the notified Accounting Standards.
capital reserve under other equity.
These Financial Statements of the Company are
b) Goodwill:
presented in Indian Rupees (INR) which is also the
Company’s functional currency. Goodwill is an asset representing the future economic
benefits arising from other assets acquired in a business
The Financial Statements are presented in million, combination that are not individually identified and
except when otherwise indicated. Amount which is less separately recognized. Goodwill is initially measured at
than ` 0.01 million is shown as ` 0.00 million. cost, being the excess of the consideration transferred
over the net identifiable assets acquired and liabilities
The Standalone financial statements for the year assumed, measured in accordance with Ind AS 103 –
ended March 31, 2022 are being authorized for issue Business Combinations.
in accordance with a resolution of the directors
on April 26, 2022 Goodwill is considered to have indefinite useful life
and hence is not subject to amortization but tested for
Note 2. Significant Accounting Policies impairment at least annually. After initial recognition,
goodwill is measured at cost less any accumulated
a) Business Combinations:
impairment losses.
Business combinations (not involving entities under
common control) are accounted for using the For the purpose of impairment testing, goodwill acquired
acquisition method. At the acquisition date, identifiable in a business combination, is from the acquisition date,
assets acquired and liabilities assumed are measured allocated to each of the Company cash generating
at fair value. For this purpose, the liabilities assumed units (CGUs) that are expected to benefit from the
include contingent liabilities representing present combination. A CGU is the smallest identifiable group
obligation and they are measured at their acquisition of assets that generates cash inflows that are largely
date fair values irrespective of the fact that outflow independent of the cash inflows from other assets or
of resources embodying economic benefits is not group of assets. Each CGU or a combination of CGUs to
probable. The consideration transferred is measured at which goodwill is so allocated represents the lowest level
fair value at acquisition date and includes the fair value at which goodwill is monitored for internal management
of any contingent consideration. However, deferred purpose and it is not larger than an operating segment
tax asset or liability and any liability or asset relating of the Company.
to employee benefit arrangements arising from a
business combination are measured and recognized in A CGU to which goodwill is allocated is tested for
accordance with the requirements of Ind AS 12, Income impairment annually, and whenever there is an indication
Taxes and Ind AS 19, Employee Benefits, respectively. that the CGU may be impaired, by comparing the
carrying amount of the CGU, including the goodwill, with
Where the consideration transferred exceeds the the recoverable amount of the CGU. If the recoverable
fair value of the net identifiable assets acquired and amount of the CGU exceeds the carrying amount of the
liabilities assumed, the excess is recorded as goodwill. CGU, the CGU and the goodwill allocated to that CGU
Alternatively, in case of a bargain purchase wherein the is regarded as not impaired. If the carrying amount of
consideration transferred is lower than the fair value of the the CGU exceeds the recoverable amount of the CGU,
146
Corporate Overview

the Company recognizes an impairment loss by first Items of Property, plant and equipment that have been
reducing the carrying amount of any goodwill allocated retired from active use and are held for disposal are stated
to the CGU and then to other assets of the CGU pro-rata at the lower of their net book value or net realisable value
based on the carrying amount of each asset in the and are shown separately in the financial statements.
CGU. Any impairment loss on goodwill is recognized
in the Statement of Profit and Loss. An impairment Gains or losses arising from disposal or retirement of
loss recognized on goodwill is not reversed in tangible Property, plant and equipment are measured as
subsequent periods. the difference between the net disposal proceeds and
the carrying amount of the asset and are recognised net,
On disposal of a CGU to which goodwill is allocated, the within “Other Income” or “Other Expenses”, as the case
goodwill associated with the disposed CGU is included maybe, in the Statement of Profit and Loss in the year of
in the carrying amount of the CGU when determining the disposal or retirement.
gain or loss on disposal.
When the use of a property changes from owner-occupied
c) Property, plant and equipment: to investment property, the property is reclassified as
investment property as its carrying amount on the date
Measurement at recognition: An item of property, plant
of reclassification.
and equipment that qualifies as an asset is measured
on initial recognition at cost. Following initial recognition,
On transition to Ind AS, the Company has elected
items of PPE are carried at its cost less accumulated
to continue with the carrying value for all of its PPE
depreciation and accumulated impairment losses.
recognized as at April 1, 2017 measured as per the
previous GAAP and use that carrying value as the
The Company identifies and determines cost of each
deemed cost of the PPE.
part of an item of PPE separately, if the part has a cost
which is significant to the total cost of that item of PPE Depreciation:
and has useful life that is materially different from that of
Depreciation on each item of property, plant and
the remaining item.
equipment is provided using the Straight-Line Method
based on the useful lives of the assets as estimated by
The cost of an item of PPE comprises of its purchase
the management and is charged to the Statement of
price including import duties and other non-refundable
Profit and Loss. The estimate of the useful life of the
purchase taxes or levies, directly attributable cost of
assets has been assessed based on technical advice
bringing the asset to its working condition for its intended
which considers the nature of the asset, the usage of
use and the initial estimate of decommissioning,
the asset, expected physical wear and tear, the operating
restoration and similar liabilities, if any. Any trade
conditions of the asset, anticipated technological
discounts and rebates are deducted in arriving at the
changes, manufacturers warranties and maintenance
purchase price. Cost includes cost of replacing a part of
support, etc. Significant components of assets identified
a plant and equipment if the recognition criteria are met.
separately pursuant to the requirements under Schedule
Expenses directly attributable to new manufacturing
II of the Companies Act, 2013 are depreciated separately
facility during its construction period are capitalized
over their useful life.
if the recognition criteria are met. Expenses related
to plans, designs and drawings of buildings or plant Freehold land is not depreciated. Leasehold land and
and machinery is capitalized under relevant heads Leasehold improvements are amortized over the
of property, plant and equipment if the recognition period of lease.
criteria are met.
The useful lives, residual values of each part of an item
Items such as spare parts, stand-by equipment and of property, plant and equipment and the depreciation
servicing equipment that meet the definition of property, methods are reviewed at the end of each financial
plant and equipment are capitalized at cost and year. If any of these expectations differ from previous
depreciated over their useful life. Subsequent expenditure estimates, such change is accounted for as a change in
relating to property, plant and equipment is capitalized an accounting estimate.
only when it is probable that future economic benefit
associates with these will flow into the Company and Derecognition: The carrying amount of an item of
the cost of the item can be measured reliably. property, plant and equipment is derecognized on
147

disposal or when no future economic benefits are Expenditure on software development eligible for
expected from its use or disposal. The gain or loss arising capitalisation are carried as Intangible assets under
from the de-recognition of an item of property, plant and development where such assets are not yet ready for
equipment is measured as the difference between the their intended use.
net disposal proceeds and the carrying amount of the
item and is recognized in the Statement of Profit and On transition to Ind AS, the Company has elected to
Loss when the item is derecognized. continue with the carrying value for all its intangible
assets as recognised as at April 1, 2017 measured as
Estimates of useful lives of property, plant and per the previous GAAP and use that carrying value as the
equipment deemed cost of the Intangible Assets.
Class of assets Useful life in years
Amortization:
Buildings * 20
Intangible Assets with finite lives are amortized on a
Computers * 3
Straight Line basis over the estimated useful economic
Electrical equipment * 5 life. The amortization expense on intangible assets
Office equipment * 5 with finite lives is recognized in the Statement of
Furniture and fixures * 5 Profit and Loss.
Vehicles * 5
The amortisation period and the amortization method for
* For these class of assets, based on internal assessment and
independent technical evaluation carried out by external valuers
an intangible asset with finite useful life is reviewed at the
the management believes that the useful lives as given above end of each financial year. If any of these expectations
best represent the period over which management expects to use differ from previous estimates, such change is accounted
these assets. Hence the useful lives for these assets are different for as a change in an accounting estimate.
from the useful lives as prescribed under Part C of Schedule II of
the Companies Act 2013. Estimated useful economic life of the assets is as under:
Depreciation / Amortization is charged on pro-rata on monthly Class of assets Useful life in years
basis on assets, from / upto the month of capitalization / sale,
Software 3
disposal / earmarked for disposal.
Commercial rights 5
Capital work in progress and Capital advances:
Derecognition:
Cost of assets not yet ready for intended use, as on the
Balance Sheet date, is shown as capital work in progress. The carrying amount of an intangible asset is
Advances given towards acquisition of fixed assets derecognized on disposal or when no future economic
benefits are expected from its use or disposal. The gain
outstanding at each Balance Sheet date are disclosed
or loss arising from the de-recognition of an intangible
as Other Non-Financial Assets.
asset is measured as the difference between the net
disposal proceeds and the carrying amount of the
d) Intangible assets:
intangible asset and is recognized in the Statement of
Measurement at recognition: Profit and Loss when the asset is derecognized.
Intangible assets acquired separately are measured on
initial recognition at cost. Intangible assets arising on e) Investment Property
acquisition of business are measured at fair value as Measurement at recognition:
at date of acquisition. Internally generated intangibles Investment Property are measured on initial recognition
including research cost are not capitalized and the at cost. Transaction costs are included in the initial
related expenditure is recognized in the Statement of measurement. The cost of a purchased investment
Profit and Loss in the period in which the expenditure is property comprises its purchase price and any
incurred. Following initial recognition, intangible assets directly attributable expenditure. Directly attributable
with finite useful life are carried at cost less accumulated expenditure includes, for example, professional
amortization and accumulated impairment loss, if fees for legal services, property transfer taxes
any. Intangible assets with indefinite useful lives, and other transaction costs.Subsequent to initial
that are acquired separately, are carried at cost/fair recognition, investment property is measured at cost
value at the date of acquisition less accumulated less accumulated depreciation and accumulated
impairment loss, if any. impairment losses, if any.
148
Corporate Overview

Depreciation: from the sale of an asset in an arm’s length transaction

Depreciation on each item of Investment property between knowledgeable, willing parties, less the cost of
is provided using the Straight-Line Method based disposal. Impairment losses, If any, are recognized in the
on the useful lives of the assets as estimated by the Statement of Profit and Loss and included in depreciation
management and is charged to the Statement of Profit and amortization expenses. After impairment (if any),
and Loss. The estimate of the useful life of the assets depreciation/ amortisation is provided on the revised
has been assessed based on technical advice which carrying amount of the assets over its remaining life.
considers the nature of the asset, the usage of the
asset, expected physical wear and tear, the operating Impairment losses are reversed in the Statement of
conditions of the asset, anticipated technological Profit and Loss only to the extent that the asset’s
changes, manufacturers warranties and maintenance carrying amount does not exceed the carrying amount
that would have been determined if no impairment loss
support,etc. Freehold land is not depreciated.
had previously been recognized.
Derecognition:
g) Share-based payment arrangements:
An investment property shall be derecognised
Equity-settled share-based payments to employees and
(eliminated from the balance sheet) on disposal or when
others providing similar services are measured at the
the investment property is permanently withdrawn from
fair value of the equity instruments at the grant date.
use and no future economic benefits are expected from
its disposal. Gains or losses arising from the retirement
The fair value determined at the grant date of the
or disposal of investment property shall be determined
equity-settled share-based payments is expensed on
as the difference between the net disposal proceeds and
a straight-line basis over the vesting period, based on
the carrying amount of the asset and shall be recognised
the Company’s estimate of equity instruments that will
in the statement of profit and loss in the period of the
eventually vest, with a corresponding increase in equity.
retirement or disposal.
When the terms of an equity-settled award are modified,
The fair values of investment property is disclosed in
the minimum expense recognized is the expense had
the notes.
the terms had not been modified, if the original terms of
the award are met. An additional expense is recognized
f) Impairment of Non-Financial Assets:
for any modification that increases the total fair value
Assets that have an indefinite useful life, for example of the share-based payment transaction, or is otherwise
goodwill, are not subject to amortization and are beneficial to the employee as measured at the date of
tested for impairment annually and whenever there modification. Where an award is cancelled by the entity
is an indication that the asset may be impaired. or by the counterparty, any remaining element of the fair
Assets that are subject to depreciation and amortization value of the award is expensed immediately through the
are reviewed for impairment, whenever events or statement of profit and loss.
changes in circumstances indicate that carrying amount
may not be recoverable. Such circumstances include, The dilutive effect of outstanding options is reflected as
though are not limited to, significant or sustained decline additional share dilution in the computation of diluted
in revenues or earnings and material adverse changes in earnings per share.
the economic environment.
Securities premium includes:
An impairment loss is recognized whenever the carrying
A. The difference between the face value of the equity
amount of an asset or its cash generating unit (CGU)
shares and the consideration received in respect of
exceeds its recoverable amount. The recoverable
shares issued pursuant to Stock Option Scheme.
amount of an asset is the greater of its fair value less
cost to sell and value in use. To calculate value in use, B. The fair value of the stock options which are treated
the estimated future cash flows are discounted to their as expense, if any, in respect of shares allotted
present value using a pre-tax discount rate that reflects pursuant to Stock Options Scheme.
current market rates and the risk specific to the asset.
For an asset that does not generate largely independent h) Financial Instruments:
cash inflows, the recoverable amount is determined for A financial instrument is any contract that gives rise to
the CGU to which the asset belongs. Fair value less cost a financial asset of one entity and a financial liability or
to sell is the best estimate of the amount obtainable equity instrument of another entity.
149

inancial instruments also covers contracts to buy

F Based on the above criteria, the Company classifies its
or sell a non-financial item that can be settled net in financial assets into the following categories:
cash or another financial instrument, or by exchanging
i) Financial assets measured at amortized cost
financial instruments, as if the contracts were financial
instruments, with the exception of contracts that were ii) Financial assets measured at fair value through
entered into and continue to be held for the purpose other comprehensive income (FVTOCI)
of the receipt or delivery of a non-financial item in
iii) Financial assets measured at fair value through
accordance with the entity’s expected purchase, sale or
profit or loss (FVTPL)
usage requirements.
i. Financial assets measured at amortized cost:

Financial assets
A financial asset is measured at the amortized cost if
Initial recognition and measurement:
both the following conditions are met:
Trade Receivables, Loans and Deposits are initially
recognized when they are originated.The Company a) The Company business model objective for
recognizes a financial asset in its Balance Sheet when managing the financial asset is to hold financial
it becomes party to the contractual provisions of assets in order to collect contractual cash flows, and
the instrument.
b) The contractual terms of the financial asset give
rise on specified dates to cash flows that are solely
All financial assets are recognized initially at fair value
payments of principal and interest (SPPI) on the
plus, in the case of financial assets not recorded at
principal amount outstanding.
fair value through profit or loss (FVTPL), transaction
costs that are attributable to the acquisition of the
For the purpose of SPPI test, principal is the fair value
financial asset.
of the financial asset at initial recognition. That principal
Where the fair value of a financial asset at initial amount may change over the life of the financial
recognition is different from its transaction price, the asset (e.g. if there are repayments of principal).
difference between the fair value and the transaction Interest consists of consideration for the time value of
price is recognized as a gain or loss in the Statement money, for the credit risk associated with the principal
of Profit and Loss at initial recognition if the fair value is amount outstanding during a particular period of time
determined through a quoted market price in an active and for other basic lending risks and costs, as well as
market for an identical asset (i.e. level 1 input) or through a profit margin. The SPPI assessment is made in the
a valuation technique that uses data from observable currency in which the financial asset is denominated.
markets (i.e. level 2 input).
Contractual cash flows that are SPPI are consistent
In case the fair value is not determined using a level with a basic lending arrangement. Contractual terms
1 or level 2 input as mentioned above, the difference that introduce exposure to risks or volatility in the
between the fair value and transaction price is deferred contractual cash flows that are unrelated to a basic
appropriately and recognized as a gain or loss in the lending arrangement, such as exposure to changes in
Statement of Profit and Loss only to the extent that equity prices or commodity prices, do not give rise to
such gain or loss arises due to a change in factor that contractual cash flows that are SPPI.
market participants take into account when pricing the
financial asset. An assessment of business models for managing
financial assets is fundamental to the classification of a
Trade receivables that do not contain a significant financial asset. The Company determines the business
financing component are measured at transaction price. models at a level that reflects how financial assets are
managed together to achieve a particular business
Subsequent measurement: objective. The Company business model does not
For subsequent measurement, the Company classifies a depend on management’s intentions for an individual
financial asset in accordance with the below criteria: instrument, therefore the business model assessment is
performed at a higher level of aggregation rather than on
i) The Company business model for managing the
an instrument-by-instrument basis.
financial asset and
ii) The contractual cash flow characteristics of the This category generally applies to cash and bank
financial asset. balances, trade receivables, loans and other financial
150
Corporate Overview

assets of the Company. Such financial assets are fair value with gains and losses arising from changes
subsequently measured at amortized cost using the in fair value recognised in other comprehensive income
effective interest method. and accumulated in the ‘Reserve for equity instruments
through other comprehensive income’. The cumulative
Under the effective interest method, the future cash gain or loss is not reclassified to profit or loss on disposal
receipts are exactly discounted to the initial recognition of the investments. Dividend from these investments
value using the effective interest rate. The cumulative are recognised in the statement of profit and loss when
amortization using the effective interest method of the the Company right to receive dividends is established.
difference between the initial recognition amount and As at the reporting dates, there are no equity instruments
the maturity amount is added to the initial recognition measured at FVOCI.
value (net of principal repayments, if any) of the financial
asset over the relevant period of the financial asset vi. Investments in equity instruments of subsidiaries &
to arrive at the amortized cost at each reporting date. associates
The corresponding effect of the amortization under
Investments in equity insturments of subsidiaries &
effective interest method is recognized as interest
associates are measured at cost.
income over the relevant period of the financial asset.
v. Financial assets measured at FVTPL:

The amortized cost of a financial asset is also adjusted
for loss allowance, if any. A financial asset is measured at FVTPL unless it is
measured at amortized cost or at FVTOCI as explained
ii. Financial assets measured at FVTOCI: above. This is a residual category applied to all other
Financial instruments measured at fair value through investments of the Company excluding investments in
other comprehensive income (FVTOCI) subsidiaries and associate , Such financial assets are
subsequently measured at fair value at each reporting
Debt instruments that meet the following criteria are date. Fair value changes are recognized in the Statement
measured at fair value through other comprehensive of Profit and Loss. Further, the Company, through an
income (except for debt instruments that are irrevocable election at initial recognition, has measured
designated as at fair value through profit or loss on certain investments in equity instruments at FVTPL.
initial recognition): The Company has made such election on an instrument
• the asset is held within a business model whose by instrument basis. These equity instruments are
objective is achieved both by collecting contractual neither held for trading nor are contingent consideration
cash flows and selling financial assets; and recognized under a business combination. Pursuant to
such irrevocable election, subsequent changes in the
• the contractual terms of the instrument give rise fair value of such equity instruments are recognized in
on specified dates to cash flows that are solely Statement of Profit & Loss. The Company recognizes
payments of principal and interest on the principal
dividend income from such instruments in the Statement
amount outstanding.
of Profit and Loss.
Interest income is recognised in profit or loss for FVTOCI

Reclassifications:
debt instruments. Other changes in fair value of FVTOCI
financial assets are recognised in other comprehensive If the business model under which the Company holds
income. When the investment is disposed of, the financial assets changes, the financial assets affected
cumulative gain or loss previously accumulated in are reclassified. The classification and measurement
reserve is transferred to profit or loss. requirements related to the new category apply
prospectively from the first day of the first reporting
iii. Investments in equity instruments at FVTOCI: period following the change in business model that
On initial recognition, the Company can make an results in reclassifying the Company’s financial assets.
irrevocable election (on an instrument-by-instrument During the current financial year and previous accounting
basis) to present the subsequent changes in fair value in period there was no change in the business model under
other comprehensive income pertaining to investments which the Company holds financial assets and therefore
in equity instruments. This election is not permitted if no reclassifications were made. Changes in contractual
the equity investment is held for trading. These elected cash flows are considered under the accounting policy
investments are initially measured at fair value plus on modification and derecognition of financial assets
transaction costs. Subsequently, they are measured at described below.
151

Derecognition: In case of other assets (listed as i and ii above), the

A financial asset (or, where applicable, a part of a Company determines if there has been a significant
financial asset or part of a similar financial assets) is increase in credit risk of the financial asset since initial
derecognized (i.e. removed from the Balance Sheet) recognition. If the credit risk of such assets has not
when any of the following occurs: increased significantly, an amount equal to 12-month
ECL is measured and recognized as loss allowance.
i. The contractual rights to cash flows from the
However, if credit risk has increased significantly,
financial asset expires;
an amount equal to lifetime ECL is measured and
ii. The Company transfers its contractual rights to recognised as loss allowance.
receive cash flows of the financial asset and has
substantially transferred all the risks and rewards Subsequently, if the credit quality of the financial asset
of ownership of the financial asset; improves such that there is no longer a significant
increase in credit risk since initial recognition, the
iii. The Company retains the contractual rights to
Company reverts to recognizing impairment loss
receive cash flows but assumes a contractual
allowance based on 12-month ECL.
obligation to pay the cash flows without
material delay to one or more recipients under a
ECL is the difference between all contractual cash flows
‘pass-through’ arrangement (thereby substantially
that are due to the Company in accordance with the
transferring all the risks and rewards of ownership
contract and all the cash flows that the entity expects
of the financial asset);
to receive (i.e., all cash shortfalls), discounted at the
iv. The Company neither transfers nor retains, original effective interest rate.
substantially all risk and rewards of ownership, and
does not retain control over the financial asset. Lifetime ECL are the expected credit losses resulting
from all possible default events over the expected life
In cases where Company has neither transferred nor of a financial asset. 12-month ECL area portion of the
retained substantially all of the risks and rewards of the lifetime ECL which result from default events that are
financial asset, but retains control of the financial asset,
possible within 12 months from the reporting date.
the Company continues to recognize such financial
asset to the extent of its continuing involvement in ECL are measured in a manner that they reflect unbiased
the financial asset. In that case, the Company also
and probability weighted amounts determined by a
recognizes an associated liability. The financial
range of outcomes, taking into account the time value of
asset and the associated liability are measured on a
money and other reasonable information available as a
basis that reflects the rights and obligations that the
result of past events, current conditions and forecasts of
Company has retained.
future economic conditions.
On Derecognition of a financial asset ,the difference
As a practical expedient, the Company uses a provision
between the carrying amount and the consideration
received is recognized in the Statement of Profit and Loss. matrix to measure lifetime ECL on its portfolio of
trade receivables. The provision matrix is prepared
Impairment of financial assets: based on historically observed default rates over the
expected life of trade receivables and is adjusted for
The Company applies Expected Credit Loss (ECL) model
forward-looking estimates. At each reporting date, the
for measurement and recognition of loss allowance
historically observed default rates and changes in the
on the following:
forward-looking estimates are updated.
i. Trade receivables and lease receivables
ii. Financial assets measured at amortized cost (other Financial Liabilities and equity:
than trade receivables and lease receivables) Initial recognition and measurement:
iii. Financial assets measured at fair value through The Company recognizes a financial liability in its
other comprehensive income (FVTOCI) Balance Sheet when it becomes party to the contractual
provisions of the instrument. All financial liabilities are
In case of trade receivables and lease receivables, recognized initially at fair value minus, in the case of
the Company follows a simplified approach wherein financial liabilities not recorded at fair value through
an amount equal to lifetime ECL is measured and profit or loss (FVTPL), transaction costs that are
recognised as loss allowance. attributable to the acquisition of the financial liability.
152
Corporate Overview

Where the fair value of a financial liability at initial carrying amount of the financial liability derecognized
recognition is different from its transaction price, the and the consideration paid is recognized in the Statement
difference between the fair value and the transaction of Profit and Loss.
price is recognized as a gain or loss in the Statement
of Profit and Loss at initial recognition if the fair value is i) Fair Value:
determined through a quoted market price in an active The Company measures financial instruments at
market for an identical asset (i.e. level 1 input) or through fair value in accordance with the accounting policies
a valuation technique that uses data from observable mentioned above. Fair value is the price that would be
markets (i.e. level 2 input). received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at
In case the fair value is not determined using a level the measurement date. The fair value measurement is
1 or level 2 input as mentioned above, the difference based on the presumption that the transaction to sell the
between the fair value and transaction price is deferred asset or transfer the liability takes place either:
appropriately and recognized as a gain or loss in the
- In the principal market for the asset or liability, or
Statement of Profit and Loss only to the extent that
such gain or loss arises due to a change in factor that - In the absence of a principal market, in the most
market participants take into account when pricing the advantages market for the asset or liability.
financial liability.
The fair value of an asset or liability is measured using
Subsequent measurement: the assumptions that market participants would use
Financial liabilities that are not held-for-trading and are when pricing the asset or liability, assuming that market
not designated as at FVTPL are measured at amortised participants act in their economic best interest.
cost. The carrying amounts of financial liabilities that
The Company uses valuation techniques that are
are subsequently measured at amortised cost are
appropriate in the circumstances and for which sufficient
determined based on the effective interest method.
data are available to measure fair value, maximising the
The effective interest method is a method of calculating use of relevant observable inputs and minimising the
the amortised cost of a financial liability and of allocating use of unobservable inputs.
interest expense over the relevant period. The effective
All assets and liabilities for which fair value is measured
interest rate is the rate that exactly discounts estimated
or disclosed in the financial statements are categorized
future cash payments (including all fees paid or received
within the fair value hierarchy that categorizes into three
that form an integral part of the effective interest rate,
levels, described as follows, the inputs to valuation
transaction costs and other premiums or discounts)
techniques used to measure value. The fair value
through the expected life of the financial liability, or
hierarchy gives the highest priority to quoted prices in
(where appropriate) a shorter period, to the amortised
active markets for identical assets or liabilities (Level 1
cost of a financial liability.
inputs) and the lowest priority to unobservable inputs
(Level 3 inputs).
Equity instruments:
An equity instrument is any contract that evidences a Level 1 — quoted (unadjusted) market prices in active
residual interest in the assets of an entity after deducting markets for identical assets or liabilities.
all of its liabilities. Equity instruments issued by the
Company are recognised at the proceeds received, net Level 2 — inputs other than quoted prices included within
of direct issue costs. Level 1 that are observable for the asset or liability, either
directly or indirectly.
Derecognition:
Level 3 —inputs for assets or liabilities that are not based
A financial liability is derecognized when the obligation on observable market data.
under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another For assets and liabilities that are recognized in the
from the same lender on substantially different terms, financial statements at fair value on a recurring basis,
or the terms of an existing liability are substantially the Company determines whether transfers have
modified, such an exchange or modification is treated occurred between levels in the hierarchy by re-assessing
as the Derecognition of the original liability and the categorization at the end of each reporting period and
recognition of a new liability. The difference between the discloses the same.
153

j) Foreign Currency Translation: Current tax:

These financial statements are presented in Indian i) The tax rates and tax laws used to compute the
Rupees, which is the Company’s functional currency. amount are those that are enacted or substantively
enacted, at the reporting date in the countries
i. Functional and presentation currencies: where the company operates and generates
Items included in the Standalone financial taxable income.
statements are measured using the currency of the
ii) Current income tax assets and liabilities are
primary economic environment in which the entity
measured at the amount expected to be recovered
operates (‘the functional currency’). The financial
from or paid to the taxation authorities.
statements are presented in INR which is the
functional and presentation currency for Company. iii) Current income tax relating to items recognised
outside profit or loss is recognised outside
ii. Transactions & Balances: profit or loss (either in other comprehensive
Foreign currency transactions are translated into income or in equity).
the functional currency at the exchange rates on
iv) where there is uncertainty over income tax
the date of transaction. Foreign exchange gains
and losses resulting from settlement of such treatments, the Company determines the probability
transactions and from translation of monetary of the income tax authorities accepting each
assets and liabilities at the year-end exchange such tax treatment or group of tax treatments in
rates are generally recognized in the Statement computing the most likely amount or the expected
Profit and Loss. They are deferred in equity if they value of the tax treatment when determining
relate to qualifying cash flow hedges. taxable profit (tax loss), tax bases, unused tax
losses, unused tax credits and tax rates.
All other foreign exchange gains and losses are
presented in the statement of profit and loss Deferred tax:
on a net basis. Deferred tax is provided using the balancesheet method
on temporary differences between the tax bases of
Non-monetary foreign currency items are carried assets & liabilities & their carring amounts for financials
at cost and accordingly the investments in shares
reporting purposes as at the reporting date.Deferred tax
of foreign subsidiaries are expressed in Indian
is recognized on temporary differences between the
currency at the rate of exchange prevailing at the
carrying amounts of assets and liabilities in the financial
time when the original investments are made or fair
statements and the corresponding tax bases used in the
values determined.
computation of taxable profit under Income tax Act, 1961.
iii) Foreign operations:
Deferred tax liabilities are generally recognized for all
The results and financial position of foreign
taxable temporary differences. However, in case of
operations that have a functional currency different
temporary differences that arise from initial recognition
from the presentation currency are translated into
of assets or liabilities in a transaction(other than
the presentation currency as follows:
business combination) that affect neither the taxable
• assets and liabilities are translated at the profit nor the accounting profit, deferred tax liabilities
closing rate as on that balance sheet date, and are not recognized. Also, for temporary differences if
• income and expenses are translated at any that may arise from initial recognition of goodwill,
average exchange rates deferred tax liabilities are not recognized.
On disposal of a foreign operation, the associated Deferred tax assets are generally recognized for all
exchange differences are reclassified to deductible temporary differences to the extent it is
Statement of Profit and Loss as part of the gain or probable that taxable profits will be available against
loss on disposal. which those deductible temporary difference can be
utilized. In case of temporary differences that arise from
k) Income Taxes: initial recognition of assets or liabilities in a transaction
Tax expense is the aggregate amount included in the (other than business combination) that affect neither
determination of profit or loss for the period in respect of the taxable profit nor the accounting profit, deferred tax
current tax and deferred tax. assets are not recognized.
154
Corporate Overview


The tax effects of income tax losses, available for carry If the effect of time value of money is material,
forward, are recognised as deferred tax asset, when it provisions are discounted using a current pre-tax rate
is probable that future taxable profits will be available that reflects, when appropriate, the risks specific to the
against which these losses can be set-off. liability. When discounting is used, the increase in the
provision due to the passage of time is recognized as
The carrying amount of deferred tax assets is reviewed a finance cost.
at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable The Company in the normal course of its business,
profits will be available to allow the benefits of part or all comes across client claims/ regulatory penalties/
of such deferred tax assets to be utilized. inquiries, etc. and the same are duly clarified/ address
from time to time. The penalties/ action if any are being
Deferred tax assets and liabilities are measured at considered for disclosure as contingent liability only
the tax rates that have been enacted or substantively after finality of the representation of appeals before the
enacted by the Balance Sheet date and are expected lower authorities.
to apply to taxable income in the years in which those
temporary differences are expected to be recovered or A disclosure for a contingent liability is made when there
is a possible obligation or a present obligation that may,
settled.Additional taxes that arise from the distribution
but probably will not require an outflow of resources
of dividends by the Company are recognised directly in
embodying economic benefits or the amount of such
equity at the same time as the liability to pay the related
obligation cannot be measured reliably. When there is
dividend is recognised
a possible obligation or a present obligation in respect
of which likelihood of outflow of resources embodying
Presentation of current and deferred tax:
economic benefits is remote, no provision or
Current and deferred tax are recognized as income or disclosure is made.
an expense in the Statement of Profit and Loss, except
when they relate to items that are recognized in Other Contingent assets are disclosed only where an inflow of
Comprehensive Income, in which case, the current and economic benefits is probable.
deferred tax income/expense are recognized in Other
Comprehensive Income. m) Statement of Cash Flows :
Statement of Cash Flows is prepared segregating the
The Company offsets current tax assets and current cash flows into operating, investing and financing
tax liabilities, where it has a legally enforceable right to activities. Cash flow from operating activities is reported
set off the recognized amounts and where it intends using indirect method adjusting the net profit for
either to settle on a net basis, or to realize the asset and the effects of:
settle the liability simultaneously. In case of deferred tax
- changes during the period in operating receivables
assets and deferred tax liabilities, the same are offset if
and payables transactions of a noncash nature;
the Company has a legally enforceable right to set off
corresponding current tax assets against current tax - non-cash items such as depreciation, provisions,
liabilities and the deferred tax assets and deferred tax deferred taxes and unrealised foreign currency
liabilities relate to income taxes levied by the same tax gains and losses.
authority on the Company.
- all other items for which the cash effects are
investing or financing cash flows.
l) Provisions and Contingencies:
The Company recognizes provisions when a present Cash and cash equivalents (including bank balances)
obligation (legal or constructive) as a result of a shown in the Statement of Cash Flows exclude items
past event exists and it is probable that an outflow which are not available for general use as on the date
of resources embodying economic benefits will be of balance sheet.
required to settle such obligation and the amount of
such obligation can be reliably estimated.The amount n) Cash and Bank Balances:
recognised as a provision is the best estimate of the Cash comprises cash on hand and demand deposits
consideration require to settle the present obligation at with banks. Cash equivalents are short-term balances
the end of reporting period,taking into account the risk & (with an original maturity of three months or less from
uncentainties surrounding the obligation. the date of acquisition), highly liquid investments
155

that are readily convertible into known amounts of Income from services rendered as a broker is recognised
cash and which are subject to insignificant risk of upon rendering of the services on a trade date basis,
changes in value. Cash and bank balances also include in accordance with the terms of contract. Fees for
fixed deposits, margin money deposits, earmarked subscription based services are received periodically
balances with banks and other bank balances which but are recognised as earned on a pro-rata basis over
have restrictions on repatriation. Short term and liquid the term of the contract. Commissions from distribution
investments being subject to more than insignificant risk of financial products are recognised upon allotment of
of change in value, are not included as part of cash and the securities to the applicant. Commission and fees
cash equivalents.that are readily convertible into known recognized as aforesaid are exclusive of goods and
amounts of cash and which are subject to insignificant service tax, securities transaction tax, stamp duties and
risk of changes in value. other levies by SEBI and stock exchanges.
o) Revenue Recognition The Company recognised revenue from various

Revenue from contracts with customers activities as follows:
Revenue (other than for those items to which Ind AS 109 i. Interest Income
Financial Instruments are applicable) is measured at fair Interest income is recognised using effective interest
value of the consideration received or receivable. Ind AS rate by considering all the contractual term of the
115, Revenue from contracts with customers, outlines a financial instruments in estimating the cash flow.
single comprehensive model of accounting for revenue
arising from contracts with customers. ii. Fees & Commission
Fees and commission income is recognised based
The Company recognizes revenue from contracts
on five step model set out in Ind AS 115.
with customers based on a five-step model as set
out in Ind AS 115: - Brokerage income earned on secondary
market operations is accounted on
Step 1: Identify contract(s) with a customers. A contract trade date basis.
is defined as an agreement between two or more parties
that creates enforceable rights and obligations and sets - Income related with advisory activities,
out the criteria for every contract that must be met. Investment banking, Financial Product
Distribution Income in respect of other heads
Step 2: Identify performance obligations in the contract: is accounted on accrual basis.
A performance obligation is a promise in a contract with
a customer to transfer a good or service to the customer. iii. Other operational revenue:
Step 3: Determine the transaction price: The transaction Other operational revenue represents income
price is the amount of consideration to which the earned from the activities incidental to the
company expects to be entitled in exchange for business and is recognised when the right to
transferring promised goods or services to a customer, receive the income is established as per the terms
excluding amounts collected on behalf of third parties. of the contract.
Step 4: Allocate the contract price to the performance p) Employee Benefits

obligations in the contract: For contract that has more Short Term Employee Benefits:
than one performance obligation, the Company allocates
All employee benefits payable wholly within twelve
the transaction price to each performance obligation in
months of rendering the service are classified as short
an amount that depicts the amount of consideration to
term employee benefits and they are recognized in the
which the Company expects to be entitled in exchange
period in which the employee renders the related service.
for satisfying each performance obligation.
If the company has a present legal or constructive
Step 5: Recognise revenue when (or as) the Company obligation to pay this amount as a result of past service
satisfies a performance obligation. provided by the employee and the obligation can
be estimated reliably. The Company recognizes the
The Company assesses its revenue arrangement against undiscounted amount of short term employee benefits
specific criteria to determine if it is acting as principal or expected to be paid in exchange for services rendered
agent. The Company has generally concluded that it is as a liability (accrued expense) after deducting any
acting as a principal in all of its revenue arrangements. amount already paid.
156
Corporate Overview

Post-Employment Benefits: recognized representing the present value of available

I. Defined contribution plans: refunds and reductions in future contributions to the plan.
Defined contribution plans are post-employment
All expenses represented by current service cost, past
benefit plans under which the Company pays fixed
service cost if any and net interest on the defined benefit
contributions into state managed retirement benefit
liability (asset) are recognized in the Statement of Profit
schemes and will have no legal or constructive
and Loss. Re-measurements of the net defined benefit
obligation to pay further contributions, if any, if
liability (asset) comprising actuarial gains and losses
the state managed funds do not hold sufficient
and the return on the plan assets (excluding amounts
assets to pay all employee benefits relating to
included in net interest on the net defined benefit liability/
employee services in the current and preceding
asset), are recognized in Other Comprehensive Income.
financial years. The Company contributions to
Such re-measurements are not reclassified to the
defined contribution plans are recognised in the
Statement of Profit and Loss in the subsequent periods.
Statement of Profit and Loss in the financial year
to which they relate. The Company and its Indian
Other Long Term Employee Benefits: Entitlements to
subsidiaries operate defined contribution plans
annual leave and sick leave are recognized when they
pertaining to Employee State Insurance Scheme
accrue to employees. Sick leave can only be availed
and Government administered Pension Fund
while annual leave can either be availed or encashed
Scheme for all applicable employees and the
subject to a restriction on the maximum number of
Company operates a Superannuation scheme for
accumulation of leave. The Company determines the
eligible employees.
liability for such accumulated leaves using the Projected
Accrued Benefit method with actuarial valuations being
Recognition and measurement of defined
carried out at each Balance Sheet date.
contribution plans: The Company recognizes
contribution payable to a defined contribution
Other Employee Benefits
plan as an expense in the Statement of Profit
and Loss when the employees render services to Compensated absences which accrue to employees and
the Company during the reporting period. If the which can be carried to future periods but are expected
contributions payable for services received from to be availed in twelve months immediately following
employees before the reporting date exceeds the year in which the employee has rendered service
the contributions already paid, the deficit payable are reported as expenses during the year in which the
is recognized as a liability after deducting the employees perform the services that the benefit covers
contribution already paid. If the contribution already and the liabilities are reported at the undiscounted
paid exceeds the contribution due for services amount of the benefits.
received before the reporting date, the excess
is recognized as an asset to the extent that the q) Lease accounting :
prepayment will lead to, for example, a reduction in The Company assesses whether a contract contains
future payments or a cash refund. a lease, at the inception of the contract. A contract is,
or contains, a lease if the contract conveys the right
II. Defined benefit plans: to control the use of an identified asset for a period of
Gratuity scheme: The Company, operates a time in exchange for consideration. To assess whether
gratuity scheme for employees. The contribution a contract conveys the right to control the use of an
is paid to a separate fund , towards meeting the identified asset, the Company considers whether (i)
Gratuity obligations. the contract involves the use of identified asset; (ii) the
Company has substantially all of the economic benefits
Recognition and measurement of defined benefit plans: from the use of the asset through the period of lease and
The cost of providing defined benefits is determined (iii) the Company has right to direct the use of the asset.
using the Projected Unit Credit method with actuarial
valuations being carried out at each reporting date. As a Lessee
The defined benefit obligations recognized in the Balance The Company recognises a right-of-use asset and
Sheet represent the present value of the defined benefit a lease liability at the lease commencement date.
obligations as reduced by the fair value of plan assets, if The right-of-use asset is initially measured at cost,
applicable. Any defined benefit asset (negative defined which comprises the initial amount of the lease liability
benefit obligations resulting from this calculation) is adjusted for any lease payments made at or before
157

the commencement date, plus any initial direct costs Short-term leases and leases of low-value assets
incurred and an estimate of costs to dismantle and The Company has elected not to recognise right-of-use
remove the underlying asset or to restore the underlying assets and lease liabilities for short term leases that
asset or the site on which it is located, less any lease have a lease term of less than or equal to 12 months
incentives received. with no purchase option and assets with low value
leases. The Company recognises the lease payments
Certain lease arrangements include the option to extend
associated with these leases as an expense in statement
or terminate the lease before the end of the lease term.
of profit and loss over the lease term.The related cash
The right-of-use assets and lease liabilities include
flows are classified as operating activities.
these options when it is reasonably certain that the
option will be exercised. As a lessor
The right-of-use asset is subsequently depreciated Leases for which the Company is a lessor is classified
using the straight-line method from the commencement as finance or operating leases. When the terms of the
date to the end of the lease term. The estimated useful lease transfer substantially all the risks and rewards
lives of right-of-use assets are determined on the of ownership to the lessee, the contract is classified
same basis as those of property, plant and equipment. as a finance lease. All other leases are classified as
In addition, the right-of-use asset is periodically reduced operating leases.
by impairment losses, if any, and adjusted for certain
re-measurements of the lease liability. When the Company is an intermediate lessor, it accounts
for its interests in the head lease and the sublease
The lease liability is initially measured at the present separately. The sublease is classified as a finance or
value of the lease payments that are not paid at the operating lease by reference to the right of use asset
commencement date, discounted using the interest arising from the head lease.
rate implicit in the lease or, if that rate cannot be readily
determined, Company’s incremental borrowing rate. r) Goods and Services tax input credit
Generally, the Company uses its incremental borrowing Goods and Services tax input credit is accounted for
rate as the discount rate. in the books in the period in which the supply of goods
or service received is accounted and when there is no
Lease payments included in the measurement of the uncertainty in availing/utilising the credits.
lease liability comprises of fixed payments, including
in-substance fixed payments, amounts expected to s) Borrowing Cost:
be payable under a residual value guarantee and the Borrowing cost includes interest, amortization
exercise price under a purchase option that the Company of ancillary costs incurred in connection with the
is reasonably certain to exercise, lease payments in an arrangement of borrowings and exchange differences
optional renewal period if the Company is reasonably arising from foreign currency borrowings to the extent
certain to exercise an extension option they are regarded as an adjustment to the interest
cost. Borrowing costs, if any, directly attributable to the
The lease liability is measured at amortised cost using
acquisition, construction or production of an asset that
the effective interest method. It is remeasured when
necessarily takes a substantial period of time to get
there is a change in future lease payments arising from
ready for its intended use or sale are capitalized, if any.
a change in an index or rate, if there is a change in the
All other borrowing costs are expensed in the period in
Company’s estimate of the amount expected to be
which they occur.
payable under a residual value guarantee, or if Company
changes its assessment of whether it will exercise a
t) Earning Per Share:
purchase, extension or termination option.
Basic earnings per share are calculated by dividing the
When the lease liability is remeasured in this way, a net profit or loss for the period attributable to equity
corresponding adjustment is made to the carrying shareholders by the weighted average number of equity
amount of the right-of-use asset, or is recorded in profit shares outstanding during the period. For the purpose
or loss if the carrying amount of the right-of-use asset of calculating diluted earnings per share, the net profit
has been reduced to zero. or loss for the period attributable to equity shareholders
and the weighted average number of shares outstanding
Lease liability and the right of use asset have been during the period are adjusted for the effects of all
separately presented in the balance sheet. dilutive potential equity shares.
158
Corporate Overview

u) Segment Reporting : or improvements in production or from a change

The Company’s business is to provide capital market in market demand of the product or service
services in primary & secondary market. All other output of the asset.
activities of the Company are ancillary to the main
business. As such, there are no reportable segments c. Defined Benefit Obligation
that need to be reported separately as defined in Ind AS ’The obligation arising from defined benefit
108, Operating Segments. plan is determined on the basis of actuarial
assumptions. Key actuarial assumptions include
2.2
KEY ACCOUNTING ESTIMATES AND JUDGEMENTS discount rate, trends in salary escalation, actuarial
The preparation of the Company’s financial statements rates and life expectancy. The discount rate is
requires the management to make judgements, determined by reference to market yields at the
estimates and assumptions that affect the reported end of the reporting period on government bonds.
amounts of revenues, expenses, assets and liabilities, The period to maturity of the underlying bonds
and the accompanying disclosures, and the disclosure corresponding to the probable maturity of the
of contingent liabilities. Uncertainty about these post-employment benefit obligations. Due to
assumptions and estimates could result in outcomes complexities involved in the valuation and its long
that require a material adjustment to the carrying term nature, defined benefit obligation is sensitive
amount of assets or liabilities affected in future periods. to changes in these assumptions. Further details
are disclosed in note no 25.
Critical accounting estimates and assumptions
d. Fair value measurement of Financial Instruments
The key assumptions concerning the future and
other key sources of estimation uncertainty at the When the fair values of financials assets and
reporting date, that have a significant risk of causing financial liabilities recorded in the Balance Sheet
a material adjustment to the carrying amounts of cannot be measured based on quoted prices in
assets and liabilities within the next financial year, are active markets, their fair value is measured using
described below: valuation techniques, including the discounted
cash flow model, which involve various judgements
a. Income taxes and assumptions.
The Company tax jurisdiction is India.
e. Impairment of financial assets
Significant judgements are involved in estimating
budgeted profits for the purpose of paying advance The provision for expected credit loss involves
tax, determining the provision for income taxes, estimating the probability of default and loss given
including amount expected to be paid/recovered for default based on the Company own experience &
uncertain tax positions.Further Deferred tax assets forward looking estimation.
and liabilities are recognized for the future tax
consequences of temporary differences between f. Provision for litigations:
the carrying values of assets and liabilities and their In estimating the final outcome of litigation,
respective tax bases. the Company applies judgment in considering
factors including experience with similar matters,
b. Determination of the estimated useful lives of past history, precedents, relevant and other
tangible and intangible assets evidence and facts specified to the matter.
The charge in respect of periodic depreciation Application of such judgment determines whether
is derived after determining an estimate of an the Company requires an accrual or disclosure in
asset’s expected useful life and the expected the financial statements.
residual value at the end of its life. The useful
lives and residual values of Company’s assets g. Fair valuation of employee share options
are determined by the management at the time The fair valuation of the employee share options
the asset is acquired and reviewed periodically, is based on the Black-Scholes model used for
including at each financial year end. The lives are valuation of options. Key assumptions made with
based on historical experience with similar assets respect to expected volatility includes share price,
as well as anticipation of future events, which may expected dividends and discount rate, under this
impact their life, such as changes in technical or option pricing model. Further details are disclosed
commercial obsolescence arising from changes in note no.- 32.
159

h. Determining whether an arrangement containing even if that right is not explicitly specified in
a lease the arrangement.
In determining whether an arrangement is, or
contains a lease is based on the substance of i. Discount rate
the arrangement at the inception of the lease. The discount rate is generally based on the
The arrangement is, or contains, a lease date incremental borrowing rate specific to the lease
if fulfillment of the arrangement is dependent being evaluated or for a portfolio of leases with
on the use of a specific asset or assets and the similar characteristics.
arrangement conveys a right to use the asset,
160
Corporate Overview

NOTE 3 : CASH AND CASH EQUIVALENTS (` in Million)

Particulars As at As at
March 31, 2022 March 31, 2021
Cash on hand 0.28 0.38
Cheques in hand 43.45 49.80
Balances with banks :
- In current accounts 271.57 297.54
- In client accounts 10,416.56 2,214.81
Total 10,731.86 2,562.53
NOTE 4 : BANK BALANCE OTHER THAN ABOVE (` in Million)

March 31, 2022 March 31, 2021
(a) Earmarked Bank Balances
- Unclaimed Dividend 1.70 37.93
(b) Lien marked Fixed Deposit with banks* 26,180.80 13,930.07
Total 26,182.50 13,968.00
* Company has pledged fixed deposits with the banks for bank guarantee, overdraft facilities and with the stock exchange for margin/
arbitration purpose.
NOTE 5 : RECEIVABLES (` in Million)

March 31, 2022 March 31, 2021
(i) Trade receivables
- Receivables considered good - unsecured 145.47 269.96
- Receivables which have significant increase in credit risk 89.13 22.42
- Receivables - credit impaired 0.98 3.92
Total (i) Gross 235.58 296.30
- Less : Impairment loss allowance (8.79) (6.68)
Total (i) Net 226.79 289.62
(ii) Other receivables
- Receivables considered good - unsecured - -
Total (ii) Net 103.68 76.73
Total (i+ii) 330.47 366.35
a) No trade or other receivables are due from directors or from other officers of the Company either severally or jointly with
any other person nor any trade or other receivables are due from firms or private companies respectively in which any
directors is a partner, director or a member as at March 31, 2022 and March 31, 2021.
b) No trade receivables and other receivables are interest bearing.
Trade Receivable ageing schedule (` in Million)

Particulars Unbillied Outstanding for following periods from due date of payment as at 31-March-2022
Less than 6 months - 1-2 years 2-3 years More than Total
6 months 1 year 3 years
(i) Undisputed Trade receivables – considered good 103.68 145.47 - - - - 249.15
(ii) Undisputed Trade Receivables – which have - 82.61 6.52 - - - 89.13
significant increase in credit risk
(iii) Undisputed Trade Receivables – credit impaired - - - 0.49 0.49 - 0.98
(iv) Disputed Trade Receivables - considered good - - - - - - -
(v) Disputed Trade Receivables - which have - - - - - - -
(vi) Disputed Trade Receivables – credit impaired - - - - - - -
161

(` in Million)
Particulars Unbillied Outstanding for following periods from due date of payment as at 31-March-2021
Less than 6 months - 1-2 years 2-3 years More than Total
6 months 1 year 3 years
(i) Undisputed Trade receivables – considered good 76.73 269.96 - - - - 346.69
(ii) Undisputed Trade Receivables – which have - 19.07 3.35 - - - 22.42
(iii) Undisputed Trade Receivables – credit impaired - - - 3.67 0.25 - 3.92
(iv) Disputed Trade Receivables - considered good - - - - - - -
(v) Disputed Trade Receivables - which have - - - - - - -
(vi) Disputed Trade Receivables – credit impaired - - - - - - -
NOTE 6 : LOANS (` in Million)

March 31, 2022 March 31, 2021
Loan repayable on demand
Margin trading facility balances* 4,724.24 964.35
Loan to related parties 160.00 514.00
Total 4,884.24 1,478.35
* Loans to customers are secured by pledge of Shares/Bonds/Mutual Funds.
Type of Borrower As at March 31, 2022 As at March 31, 2021

Amount % of the Amount % of the
of loan or total loans & of loan or total loans &
advance in the advances in advance in the advances in
nature of loan the nature of nature of loan the nature of
outstanding loan outstanding loan
Promoters - - - -
Directors - - - -
KMPs - - - -
Related Parties 160.00 3% 514.00 35%
NOTE 7 : INVESTMENTS (` in Million)

March 31, 2022 March 31, 2021
I) At cost
Investment in equity shares of Subsidairies & Associates
- IIFL Facilities Services Limited 321.40 321.40
- IIFL Commodities Limited 20.00 20.00
- Livlong Insurance Brokers Limited (Formerly IIFL Insurance Brokers 43.41 43.41
Limited)
- IIFL Management Services Limited 10.00 10.00
- IIFL Wealth (UK) Limited 11.20 11.20
- IIFL Capital Inc 40.29 40.29
- Livlong Protection & Wellness Solutions Limited (Formerly IIFL 41.93 44.13
Corporate Services Limited) (Formerly IIFL Asset Reconstruction
Limited) @
- IIFL Securities Services IFSC Limited 5.00 5.00
- Giskard Datatech Private Limited #* - 0.00
162
Corporate Overview

(` in Million)
March 31, 2022 March 31, 2021
Investment in preference shares of Subsidairies & Associates
- Compulsory convertible preference share of Giskard Datatech - 38.21
Private Limited*
II) At fair value through profit or loss
Investment in AIF
- India Alternative Private Equity Fund - Category II - AIF Class S 35.43 64.45
- IIFL Income Opportunities Fund Series - Special Situation Category - 18.50
II- AIF
- IIFL Securities Capital Enhancer Fund - Class S 95.14 -
- IIFL Securities Dynamic Fund - Class A3 50.48 -
- IIFL Real Estate Fund (Domestic) – Series 2 Category II- AIF 169.94 220.17
Investment in equity shares
- Bombay Stock Exchange Limited 184.08 37.12
- National Stock Exchange of India Limited - 33.48
Investment in debt Instruments
- IIFL-Secured Redeemable Non-Convertible Debentures Market - 42.80
Linked Debenture 2021 –Series D8
- IIFL Home Finance Limited Sr D7 8.20 Ncd 28Sp26 83.31 -
- IIFL-Secured Redeemable Non-Convertible Debentures Market 462.57 -
Linked September 2024 –Series D14
Total -Gross (A) 1,574.18 950.16
- Less: Allowance for impairment loss (B) - -
Total -Net (C) = (A) - (B) 1,574.18 950.16
- Investment outside India 51.49 51.49
- Investment in India 1,522.69 898.67
Total Net (C) 1,574.18 950.16
* During the year the Company has sold entire stake of 21.47 % of compulsory convertible preference shares (CCPS) of Giskard Datatech Private
Limited. Accordingly Giskard Datatech Private Limited has Ceased to be Associate of the Company.
@ During the year the Company has sold its 5% stake in Livlong Protection and Wellness Solutions Ltd (earlier known as IIFL Corporate Services Ltd),
a wholly owned subsidiary of the Company. Consequent to the same, Livlong Protection and Wellness Solutions Ltd continues to be a subsidiary
of the Company.
# Amount is less than ₹ 0.01 Million, hence shown ₹ 0.00 Million, wherever applicable.
163

NOTE 8 : OTHER FINANCIAL ASSETS (` in Million)

March 31, 2022 March 31, 2021
Clients receivables (net of provision) # 7,900.44 5,391.50
Exchanges receivables 1,010.72 2,821.54
Interest accrued & not due on deposits and investments 224.99 100.83
Deposit with exchanges 79.00 79.00
Margin with exchanges 28.33 1,033.63
Gratuity (funded) (Refer note 25) 7.41 1.82
Security deposit with landlords and others* 225.64 222.99
Receivable from related parties (Refer note 35) 80.21 21.73
Other financial assets 50.73 57.68
Total 9,607.47 9,730.72
# Include receivable from directors & key managerial personnel of ₹ 0.02 million (As at March 31,2021 ₹ Nil) (Refer note 35)
* Include deposit with related party of ₹ 113.40 million (As at March 31, 2021 ₹ 119.24 million) & directors and its relatives of ₹ 50.00 million
(As at March 31, 2021 ₹ 50.00 million) (Refer note 35)
NOTE 9 : DEFERRED TAX ASSETS (NET) (` in Million)

Particulars As at March 31, 2022
Opening Impact of Recognised Recognised Closing
balance change in profit or in/reclassified balance
in rate loss from OCI
Deferred tax assets:
Depreciation on property, plant and equipment 10.66 - (4.99) - 5.67
Provisions for doubtful receivables/other financial asset 121.65 - 5.64 - 127.29
(Including expected credit loss)
Finance Lease 12.46 - 3.56 - 16.02
Compensated absences and retirement benefits 10.60 - 1.97 0.84 13.41
Unrealised profit on investments 17.03 - (5.15) - 11.88
Total deferred tax assets 172.40 - 1.03 0.84 174.27
Deferred tax liabilities:
Unrealised profit on investments - - - - -
Total deferred tax liabilities - - - - -
Deferred tax assets (Net) 172.40 - 1.03 0.84 174.27
(` in Million)
Opening Impact of Recognised Recognised Closing
balance change in profit or in/reclassified balance
in rate loss from OCI
Depreciation on property, plant and equipment 50.56 - (39.90) - 10.66
Provisions for doubtful receivables/other financial asset 113.89 - 7.76 - 121.65
Finance Lease 9.36 - 3.10 - 12.46
Compensated absences and retirement benefits 11.74 - 1.03 (2.17) 10.60
Unrealised profit on investments (34.52) - 51.55 - 17.03
Total deferred tax assets 151.03 - 23.54 (2.17) 172.40
Unrealised profit on investments - - - - -
Deferred tax assets (Net) 151.03 - 23.54 (2.17) 172.40
164
Corporate Overview

NOTE 10 : PROPERTY, PLANT AND EQUIPMENT

Tangible Assets: (` in Million)
Particulars Building Computer Electrical Furniture & Office Vehicle Total
Equipment Fixture Equipment
Cost:
As at April 01, 2020 7.22 205.66 38.39 72.29 49.42 0.37 373.35
Additions - 26.76 4.39 5.68 1.97 - 38.80
Disposals/Adjustments - (19.16) (5.24) (5.59) (2.44) - (32.43)
As at March 31, 2021 7.22 213.26 37.54 72.38 48.95 0.37 379.72
Additions - 79.21 4.28 15.09 6.39 - 104.96
Disposals/Adjustments - (22.83) (3.82) (4.81) (2.10) - (33.57)
As at March 31, 2022 7.22 269.63 38.00 82.65 53.23 0.37 451.12
Accumulated Depreciation:
As at April 01, 2020 2.10 120.12 22.43 35.19 30.27 0.37 210.48
Depreciation charge for the year 0.70 56.39 6.38 11.97 6.70 - 82.14
Deductions/Adjustments - (13.85) (5.08) (5.15) (2.24) - (26.32)
As at March 31, 2021 2.80 162.66 23.73 42.01 34.73 0.37 266.30
Depreciation charge for the year 0.70 49.59 6.31 14.70 5.97 - 77.27
Deductions/Adjustments - (14.28) (3.12) (3.23) (1.49) - (22.12)
As at March 31, 2022 3.50 197.97 26.91 53.48 39.21 0.37 321.45
Net Book Value: (` in Million)

Particulars Building Computer Electrical Furniture & Office Vehicle Total
Equipment Fixture Equipment
As at March 31, 2021 4.42 50.60 13.81 30.37 14.22 0.00 113.42
As at March 31, 2022 3.72 71.66 11.09 29.17 14.02 0.00 129.66
Capital Work In Progress (CWIP) Ageing Schedule (` in Million)

Capital Work In Progress Amount in CWIP for the period 31-March-2022
Less than 1-2 2-3 More than Total
1 year Years Years 3 years
Projects in Progess 7.02 3.97 - - 10.99
Projects temporarily suspended - - - - -
(` in Million)
Capital Work In Progress Amount in CWIP for the period 31-March-2021
Projects in Progess 6.00 13.09 - - 19.09
Projects temporarily suspended - - - - -
165

Other intangible assets (other than internally generated): (` in Million)

Particulars Commercial rights Software Goodwill Total
Cost:
As at April 01, 2020 - 104.08 1.14 105.22
Other additions 1,129.11 44.97 - 1,174.08
Deductions/Adjustments - (12.24) - (12.24)
As at March 31, 2021 1,129.11 136.81 1.14 1,267.06
Other additions 8.50 18.99 - 27.49
Deductions/Adjustments - - - -
As at March 31, 2022 1,137.61 155.81 1.14 1,294.56
Accumulated Depreciation:
As at April 01, 2020 - 84.33 1.14 85.47
Depreciation charge for the year 8.04 22.16 - 30.20
Deductions/Adjustments - - - -
As at March 31, 2021 8.04 106.49 1.14 115.67
Depreciation charge for the year 229.83 20.41 - 250.24
Deductions/Adjustments 0.01 - - 0.01
As at March 31, 2022 237.88 126.90 1.14 365.92
Net Book Value: (` in Million)

Particulars Commercial rights Software Goodwill Total
As at March 31, 2021 1,121.07 30.32 - 1,151.39
As at March 31, 2022 899.73 28.91 - 928.64
NOTE 11 : RIGHT-OF-USE ASSETS

A) Carrying value of right of use assets at the end of the reporting period by class (` in Million)
Premises Vehicle Total Premises Vehicle Total
Balance at the beginning of the year 399.74 10.88 410.62 656.40 11.06 667.46
Additions during the year 513.10 31.54 544.64 121.49 6.68 128.17
Deletions during the year (91.21) (0.71) (91.92) (53.30) (1.13) (54.43)
Depreciation charged for the year (305.19) (10.39) (315.58) (324.85) (5.73) (330.58)
Balance at the end of the year 516.44 31.32 547.76 399.74 10.88 410.62
B) Maturity analysis of lease liabilities (` in Million)

March 31, 2022 March 31, 2021
Maturity analysis – contractual undiscounted cash flows
- Less than one year 314.17 170.25
- One to five years 353.09 303.30
- More than five years 27.52 75.44
Total undiscounted lease liabilities at March 31 694.78 548.99
Lease liabilities included in the statement of financial position at March 31 611.41 460.14
Current lease liability 276.93 139.66
Non current lease liability 334.48 320.48
166
Corporate Overview

C) Amounts recognised in profit or loss (` in Million)

March 31, 2022 March 31, 2021
Interest on lease liabilities 57.29 49.01
Variable lease payments not included in the measurement of lease liabilities - -
Income from sub-leasing right-of-use assets - -
Expenses relating to short-term leases 3.61 1.43
Depreciation charged for the year 315.58 330.58
Expenses relating to leases of low-value assets, excluding short-term leases 1.08 1.24
of low value assets
Total 377.56 382.26
D) Amounts recognised in the statement of cash flows (` in Million)

March 31, 2022 March 31, 2021
Total cash outflow for leases 353.96 362.63
The Ministry of Corporate Affairs (MCA) has issued amendment in August 2020 relating to Ind AS 116. The said amendment as
a practical expedient permits lessees not to account for COVID-19 related rent concessions as a lease modification.
The company has exercised the option of not accounting for Covid related rent concessions as lease modification and has
accounted for the rent concession received from the lessors of ` 0.13 million (FY 20-21 ` 4.31 million) as income under the
head “Other income”.
NOTE 12 : OTHER NON-FINANCIAL ASSETS (` in Million)

March 31, 2022 March 31, 2021
Prepaid expense 78.55 75.52
Capital advances 1.18 1.35
Other advances 30.69 17.17
Total 110.42 94.04
NOTE 13 : PAYABLES (` in Million)

March 31, 2022 March 31, 2021
(I) Trade Payable
- Total outstanding dues of micro enterprises and small enterprises - -
- Total outstanding dues of creditors other than micro enterprises and 9.62 25.53
small enterprises
Total (I) 9.62 25.53
(II) Other Payable
- Total outstanding dues of creditors other than micro enterprises and
small enterprises
(a) Provision for expenses 801.93 324.16
(b) Accrued salaries & benefits 23.72 2.01
(c) Others 4.23 3.89
Total (II) 829.88 330.06
Total (I)+(II) 839.50 355.59
Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006
167

The following disclosure is made as per the requirement under the Micro, Small and Medium Enterprises Development Act, 2016
(MSMED) on the basis of confirmations sought from suppliers on registration with the specified authority under MSMED:

(a) Principal amount remaining unpaid to any supplier at the year end - -
(b) Interest due thereon remaining unpaid to any supplier at the year end - -
(c) Amount of interest paid and payments made to the supplier beyond the - -
appointed day during the year
(d) Amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under the Act
(e) Amount of interest accrued and remaining unpaid at the year end - -
(f) Amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues above are
actually paid to the small enterprise, for the purpose of disallowance of a
deductible expenditure under section 23 of the act
Trade Payable ageing schedule (` in Million)

Particulars Unbillied Outstanding for the following periods from due date of payment as at 31-Mar-22
(i)
MSME - - - - - -
(ii)
Others 829.88 4.94 4.02 - 0.66 839.50
(iii)
Disputed dues - MSME - - - - - -
(iv)
Disputed dues - Others - - - - - -
(` in Million)
Particulars Unbillied Outstanding for the following periods from due date of payment as at 31-Mar-21
(i)
MSME - - - - - -
(ii)
Others 330.06 24.20 0.16 0.13 1.04 355.59
(iii)
(iv)
NOTE 14 : BORROWINGS (OTHER THAN DEBT SECURITIES) (` in Million)

March 31, 2022 March 31, 2021
Loans repayable on demand (from banks)
- Working capital demand loan 2,000.00 890.00
- Bank overdraft against fixed deposit 1,362.89 -
Total 3,362.89 890.00
Borrowings in India 3,362.89 890.00
Borrowings outside India - -
Total 3,362.89 890.00
14.1 (a) Working Capital Demand Loan (WCDL) & Bank overdraft are secured by way of fist pari-passu charge on all receivable
to the tune of 2 times of the outstanding facility amount & against fixed deposits pledge with the banks. Refer note 33
for details of asset pledged.
168
Corporate Overview

(b) Tenor of repayment:

(i) For WCDL it varies from 7 days to 365 days of each tranche, the principal amount of each tranche is to be paid
as bullet payment on maturity date.
(ii) For bank overdraft upto validity of facility.
(c) Interest Rate:

Rate of interest is ranging from 4.00% to 7.65%
NOTE 15 : OTHER FINANCIAL LIABILITIES (` in Million)

March 31, 2022 March 31, 2021
Clients payables # 28,266.57 11,895.18
Exchange payables 11,556.28 9,470.61
Book overdraft 16.16 55.78
Deposits received from franchisee and others * 489.16 232.36
Payable to related parties (Refer note 35) 33.52 12.51
Financial lease obligation 611.41 460.14
Other payable 234.93 118.17
Total 41,208.03 22,244.75
# Include payable to directors & key managerial personnel of ₹ 0.00 million (As at March 31, 2020 ₹ 0.04 million) (Refer note 35)
* Include deposit of related party of ₹ 3.07 million (As at March 31, 2020 ₹ 3.07 million) (Refer note 35)
NOTE 16 : PROVISIONS (` in Million)

March 31, 2022 March 31, 2021
Total 57.76 43.86
NOTE 17 : OTHER NON-FINANCIAL LIABILITIES (` in Million)

March 31, 2022 March 31, 2021
Income received in advance 7.71 6.22
Statutory dues (net of input credit) 300.82 53.20
Total 308.53 59.42
NOTE 18 : EQUITY SHARE CAPITAL

a. The Authorised, Issued, Subscribed and Paid up Share Capital: (` in Million)
March 31, 2022 March 31, 2021
Authorised Share Capital
At the beginning of the year 1,000.00 1,000.00
Add: Increase in authorised share capital - -
Closing at the end of year 1,000.00 1,000.00
Issued, Subscribed and Paid-up Share Capital
303,936,230 Equity Shares of ` 2 each fully paid up ( 302,935,330 Equity Shares 607.87 605.87
of ` 2 each fully paid up )
169

b. Reconciliation of the shares outstanding at the beginning and at the end of the year:
Equity Shares
Add: Shares issued during the year under ESOP 1,000,900 2.00 326,262 0.65
scheme
Less: Shares extinguished on buyback # - - (17,000,394) (34.00)
# During Previous year, the Company has concluded the buyback of 17,000,394 equity shares at an average price of ₹ 50.99 per equity share,
(maximum buy back price approved was ` 54 per equity share) (“Buyback”) as approved by the Board of Directors on November 20, 2020
and by shareholders through postal ballot on December 22, 2020. The equity shares bought back were extinguished on February 16, 2021.
Total outflow of ₹ 866.81 million (excluding taxes and expenses) of which ₹ 832.81 million has been utilized from the securities premium
account in line with the requirement under the Companies Act 2013. Further tax on Buyback and Buyback related expenses amounting to
₹ 189.60 million and ₹ 1.23 Million respectively have also been utilized from securities premium account. Additionally Capital Redemption
Reserve of ₹ 34.00 million (equivalent to nominal value of the equity shares bought back) has been created out of securities premium account,
in line with the requirement under the Companies Act 2013. Consequent to extinguishment of shares so bought back, the paid-up equity share
capital has reduced by ₹ 34.00 Million (Refer note 19).
c. Terms/Rights attached to Equity Shares

The company has only one class of shares referred to as equity shares having a par value of ` 2/- each. Each holder of
equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees.
In the event of liquidation of Company, the holder of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by shareholders.
d. Details of shareholders holding more than 5% shares in the Company:

No. of Shares % of holding in No. of Shares % of holding in
the class the class
Equity share of ` 2 each fully paid up
FIH Mauritius Investments Limited 84,641,445 27.85% 84,641,445 27.94%
Nirmal Bhanwarlal Jain 46,964,282 15.45% 46,964,282 15.50%
HWIC Asia Fund Class A shares 28,362,530 9.33% 28,362,530 9.36%
e. During the period of five years immediately precedings the balance sheet date, the Company has not issued any shares
without payment being received in cash or by any way of bonus shares or shares bought back,except shares allotted
through Composite Scheme of Arrangement.
f. Shares reserved for issue under options and contracts/commitments for sale of shares/disinvestments, including
the terms and amount, Refer Note 32 for details of shares reserved for issue under Employees Stock Option Plan
of the Company.
170
Corporate Overview

g. Shareholding of Promoters
Shares held by promoters at the end of the year 31-Mar-22 % Change Shares held by promoters at the end of the year 31-Mar-21 % Change
S. Promoter name No. of % of total during the S. Promoter name No. of % of total during the
No. Shares shares year No. Shares shares year
1 Nirmal Bhanwarlal Jain 46,964,282 15.45% (0.33%) 1 Nirmal Bhanwarlal Jain 46,964,282 15.50% 5.50%
2 Madhu N Jain 12,075,000 3.97% (0.33%) 2 Madhu N Jain 12,075,000 3.99% 5.50%
3 Venkataraman Rajamani 11,184,432 3.68% (0.33%) 3 Venkataraman Rajamani 11,184,432 3.69% 5.50%
4 Mansukhlal Jain & Harshita 10,000,000 3.29% (0.33%) 4 Mansukhlal Jain & Harshita 10,000,000 3.30% 5.50%
Jain (in their capacity as Jain (in their capacity as
Trustee of Nirmal Madhu Trustee of Nirmal Madhu
Family Private Trust) Family Private Trust)
5 Aditi Avinash Athavankar (in 9,000,000 2.96% (0.33%) 5 Aditi Avinash Athavankar (in 9,000,000 2.97% 5.50%
the capacity as Trustee of the capacity as Trustee of
Kalki Family Private Trust) Kalki Family Private Trust)
6 Aditi Athavankar 200,000 0.07% (0.33%) 6 Aditi Athavankar 200,000 0.07% 5.50%
7 Orpheus Trading Pvt Ltd 3,019,500 0.99% (0.33%) 7 Orpheus Trading Pvt Ltd 3,019,500 1.00% 5.50%
8 Ardent Impex Pvt Ltd 2,700,000 0.89% (0.33%) 8 Ardent Impex Pvt Ltd 2,700,000 0.89% 5.50%
Total 95,143,214 31.30% Total 95,143,214 31.41%
NOTE 19 : OTHER EQUITY (` in Million)

Particulars Reserves and Surplus Total
Capital Capital Securities General Retained Share Other items
Reserve Redemption Premium Reserve Earnings options of Other
Reserve Reserve outstanding Comprehensive
account Income
Changes in accounting policy/prior - - - - - - - -
period errors
Restated balance at the beginning of the - - - - - - - -
current reporting period
Transfer from/to reserve - - - 3.34 - (3.34) - -
Additions /(deletions) during the year - - 34.32 - 38.15 - 72.47
Total comprehensive income for the year - - - - 2,841.12 - (2.49) 2,838.63
Share issue expenses - - (83.30) - - - - (83.30)
Balance as at March 31, 2020 670.91 - 2,244.95 0.90 3,598.04 28.84 (14.87) 6,528.77
Changes in accounting policy/prior - - - - - - - -
period errors
Restated balance at the beginning of the - - - - - - - -
Transfer from/to reserve - - 2.34 1.37 - (3.71) - -
Total comprehensive income for the year - - - - 1,728.44 - 6.45 1,734.89
Buyback of Equity shares (Refer note 18) - - (832.81) - - - - (832.81)
Buyback expenses including tax (Refer - - (190.83) - - - - (190.83)
note 18)
Creation of Capital Redemption Reserve - 34.00 (34.00) - - - - -
(Refer note 18)
Footnotes: Nature and purpose reserves

i) Capital reserves : Capital reserve was created due to slump sale transaction and as per the Composite Scheme
of Arrangement.
ii) Securities premium : Securities premium represents the surplus of proceeds received over the face value of shares, at the
time of issue of shares.
The issue expenses of securities which qualify as equity instruments are written off against securities premium account.
171

iii) Retained earnings : The balance in retained earnings primarily represents the surplus after payment of dividend(including
tax on dividend) and transfer to reserves.
iv) Share options outstanding account : The share options outstanding account is used to record the fair value of equity-settled
share based payment transactions with employees. The amounts recorded in share options outstanding account are
transferred to securities premium upon exercise of stock options and transferred to general reserve on account of stock
options not exercised by employees.
v) General Reserve: This reserve can be distributed/utilised by the Company, in accordance with the Companies Act, 2013.
vi)
Capital Redemption Reserve: Nominal value of the shares cancelled through buyback is transferred to Capital
Redemption Reserve.
NOTE 20 : INTEREST INCOME (` in Million)

Interest on deposits with banks* 716.59 413.82
Interest on loan (margin funding facilities) 264.92 78.03
Other interest income - 0.29
Total 981.51 492.14
* Interest received on fixed deposit with bank which are pledged with exchanges for margin purpose.
NOTE 21 : FEES AND COMMISSION INCOME (` in Million)

Brokerage & related income 6,744.13 4,990.98
Investment banking income 1,503.82 735.97
Commission & other advisory fees (incl. cross sell) 1,375.36 537.94
Total 9,623.31 6,264.89
NOTE 22 : OTHER INCOME (` in Million)

Gain/(Loss) on financial assets measured at fair value through
Profit & Loss account
- Realised 45.32 519.30
- Unrealised 165.42 (299.59)
Gain on termination on lease 4.77 4.34
Interest Income on
- Inter corporate deposit 80.07 199.24
- Investment 15.51 77.36
Dividend income # 479.12 229.53
Gain on derecognisation of property, plant and equipment - 0.58
Infrastructure support income 91.48 108.25
Other income 18.69 4.75
Total 900.38 843.76
# During the year, Company has received dividend of ₹ 462.52 million (PY ₹ 195.35 million) from subsidiaries (Refer note 35)
NOTE 23 : FINANCE COST MEASURED AT AMOTISED COST (` in Million)

Interest on borrowings 69.29 67.60
Interest on lease 57.29 49.01
Other borrowing cost 216.84 74.45
Total 343.42 191.06
172
Corporate Overview

NOTE 24 : FEES AND COMMISSION EXPENSE (` in Million)

Sub brokerage charges 1,336.42 927.09
Commission & other advisory fees (incl. cross sell) 581.94 125.69
Others 197.57 163.30
Total 2,115.93 1,216.08
NOTE 25 : EMPLOYEE BENEFITS EXPENSES (` in Million)

Salaries and wages 2,811.88 1,839.88
Contribution to provident and other funds 62.07 52.00
Share based payments (Refer note 32) 37.90 19.76
Staff welfare expenses 14.45 6.49
Gratuity 12.93 14.21
Leave encashment 24.58 22.57
Total 2,963.81 1,954.91
As per Indian Accounting Standard 19 “Employee benefits”, the disclosures as defined are given below:
A Defined Benefit Plans:
(i) Reconciliation of opening and closing balances of Defined Benefit Obligation (` in Million)
Defined Benefit Obligation at beginning of the year 153.98 148.17
Interest cost 10.11 9.72
Current service cost 13.05 13.30
Liability transferred In/ acquisitions 1.80 1.85
(Liability transferred out/ divestments) (4.64) (2.74)
(Benefit paid directly by the Employer) (0.01) (0.23)
(Benefit paid from the fund) (13.49) (16.91)
Actuarial (gains)/losses on obligations - due to change in demographic (0.14) -
assumptions
Actuarial (gains)/losses on obligations - due to change in financial assumptions (3.69) (0.12)
Actuarial (gains)/losses on obligations - due to experience 6.72 0.94
Defined Benefit Obligation at year end 163.69 153.98
(ii) Reconciliation of opening and closing balances of fair value of Plan Assets (` in Million)
Change in the fair value of plan assets
Fair value of plan assets at beginning of the year 155.80 134.26
Contributions by the employer 19.00 20.20
Expected return on plan assets (excluding interest) (0.44) 9.44
Fair value of Plan Assets at the end of the year 171.11 155.80
173

(iii) Amount Recognized in the Balance Sheet (` in Million)

(Present Value of Benefit Obligation at the end of the year) (163.69) (153.98)
Fair value of Plan Assets at the end of the year 171.11 155.80
Net (liability)/Asset recognized in the balance sheet (surplus/ (deficit)) 7.41 1.82
(iv) Expenses recognised during the year (` in Million)

In Income statement
Net interest cost (0.12) 0.91
Expense recognised in the Statement of Profit and Loss under 12.93 14.21
"Employee benefits expenses"
In other comprehensive income

Actuarial (gains)/Losses on obligation for the period 2.89 0.82
Return on plan assets, excluding interest income 0.44 (9.44)
Net (income)/expense for the year recognized in OCI 3.33 (8.62)
(v) Balance sheet reconciliation (` in Million)

Opening net liability (1.82) 13.91
Expenses Recognized in Statement of Profit or Loss 12.93 14.21
Expenses Recognized in OCI 3.33 (8.62)
Net Liability/(Asset) Transfer In 1.80 1.85
Net (Liability)/Asset Transfer Out (4.64) (2.74)
(Benefit Paid Directly by the Employer) (0.01) (0.23)
(Employer's Contribution) (19.00) (20.20)
Net liability/(asset) recognized in the balance sheet (7.41) (1.82)
(vi) Investment Details: (` in Million)

Category of assets
Insurance fund 171.11 155.80
Total 171.11 155.80
(vii) Actuarial assumptions

Expected return on plan assets 6.84% 6.57%
Rate of discounting 6.84% 6.57%
Rate of salary increase 5.00% 5.00%
Rate of employee turnover For service 4 years For service 4 years
and below 31% p.a. & and below 31% p.a. &
thereafter 6% p.a. thereafter 6% p.a.
Mortality rate during employment Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2006-08) (2006-08)
174
Corporate Overview

(a) The estimate of future salary increase, considered in the actuarial valuation, takes into account inflation, seniority,
promotion, increments and other relevant factors.
(b) The Expected Rate of Return on Plan Assets is determined considering several applicable factors, mainly the composition
of Plan Assets held assessed risks, historical results of return on Plan Assets and the Company’s policy for Plan
Assets Management.
(viii) Sensitivity Analysis

Significant Actuarial Assumptions for the determination of the defined benefit obligation are discount trade ,expected
salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible
changes of the assumptions occurring at end of the reporting year , while holding all other assumptions constant. The result
of Sensitivity analysis is given below:
(` in Million)
Projected Benefit Obligation on Current Assumptions 163.69 153.98
Delta Effect of +1% Change in Rate of Discounting (12.52) (11.55)
Delta Effect of -1% Change in Rate of Discounting 14.41 13.36
Delta Effect of +1% Change in Rate of Salary Increase 11.23 10.83
Delta Effect of -1% Change in Rate of Salary Increase (10.22) (9.93)
Delta Effect of +1% Change in Rate of Employee Turnover 2.91 2.19
Delta Effect of -1% Change in Rate of Employee Turnover 3.27 (2.47)
Weighted Average Duration of the Projected Benefit Obligation 10.00 10.00
These plans typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.
Investment risk :- The present value of the defined benefit plan liability is calculated using a discount rate which is determined
by reference to market yields at the end of the reporting period on government bonds.
Interest risk :- A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an
increase in the return on the plan debt investments.
Longevity risk :- The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants
will increase the plan’s liability.
Salary risk :- The present value of the defined plan liability is calculated by reference to the future salaries of plan participants.
As such, an increase in the salary of the plan participants will increase the plan’s liability.
(ix) Maturity Analysis of the Benefit Payments: From the Fund (` in Million)
1st Following Year 12.96 19.81
2nd Following Year 12.43 10.59
3rd Following Year 12.24 10.96
4th Following Year 12.38 10.49
5th Following Year 13.44 10.60
Sum of Years 6 To 10 69.93 58.99
Sum of Years 11 and above 192.63 175.85
175

B. Defined Contribution Plans:

The company have recognised the following amounts as an expense in the Statement of Profit and Loss:
(` in Million)
Contribution to provident fund 35.95 27.63
Contribution to ESIC 1.99 1.92
Contribution to labour welfare fund 0.08 0.08
Contribution to EPS 21.16 20.31
Contribution to NPS 2.89 2.06
Total 62.07 52.00
NOTE 26 : DEPRECIATION, AMORTIZATION AND IMPAIRMENT (` in Million)

Depreciation on property, plant and equipment 77.27 82.14
Depreciation on right of use asset 315.58 330.58
Amortization of intangible assets 250.24 30.20
Total 643.09 442.92
NOTE 27 : OTHER EXPENSES (` in Million)

Advertisement expense 345.31 237.81
Communication expense 66.61 86.11
Corporate social responsibility expenses (Refer note 31) 27.78 39.57
Custodian charges 60.77 43.56
Directors sitting fees 1.77 1.45
Directors commission 4.00 2.72
Exchange and Statutory Charges 70.88 8.17
Expected credit loss 30.01 37.60
Franking charges & Bank charges 8.09 6.93
Infrastructure Support Charges 9.92 10.81
Legal and professional charges 300.27 207.43
Loss on derecognisation of property, plant and equipment 0.58 -
Capital Loss on redemption of preference shares* - 282.88
Marketing and commission expenses 251.26 151.13
Office expenses 82.59 72.67
Printing and stationery & Postage and courier 19.13 12.97
Rent, electricity, rates & taxes, insurance 46.89 34.54
Repairs & Maintenance
- Computer 0.45 0.82
- Others 6.15 5.04
Remuneration to Auditors :
- As auditors - Statutory Audit 3.85 3.85
- Certification work and other matters 0.13 0.42
- Out of pocket expenses 0.07 0.58
Technology cost 457.80 297.75
Travelling & conveyance and Meeting, Seminar & subscription 48.60 25.57
Miscellaneous expenses 8.34 2.14
Total 1,851.25 1,572.52
*Loss on redemption of preference shares of IIFL Management Services Ltd (a wholly owned subsidiary), being the difference between the cost
allocated at the time of allotment of the preference shares and the redemption at par.
176
Corporate Overview

NOTE 28 : INCOME TAX

Amount Recognised in profit or loss (` in Million)
Current tax expenses
Current year 761.31 511.86
Changes in estimates related to prior years (13.70) 6.54
Deferred tax expenses
Origination and reversal of temporary differences (1.03) (23.54)
Recognition of previously unreconised tax losses - -
Total 746.58 494.86
Reconciliation of effective tax rates: (` in Million)

Profit before tax 3,587.70 2,223.30
Tax using domestic tax rates 25.168% 25.168%
Tax amount 902.95 559.56
Tax effect of :
Non-deductible expenses 20.44 9.98
Income Tax Interest (1.56) -
Tax on Eliminated Income
Dividend (120.59) (57.73)
Others 0.58 0.25
Income taxable at different rate (37.00) 21.79
Differential Tax Treatment* (4.77) (54.33)
Adjustment in respect of current income tax of prior years (13.70) 6.54
Recognition of previously unrecognised deductible temporary differences 0.23 8.80
Total Income Tax Expense 746.58 494.86
*During Previous year, IIFL Management Services Ltd, a wholly own subsidiary, has redeemed its Preference Shares of ` 0.90 million at par as
required by the Scheme of Demerger approved by National Company Law Tribunal (NCLT) in July 2017. These shares were allotted to IIFL Holding
Ltd (now known as IIFL Finance Ltd) by IIFL Management Services Ltd., consequent to the said demerger scheme and transferred by IIFL Holding
Ltd to IIFL Securities Ltd pursuant to the Composite Scheme of Arrangement approved by NCLT in the year 2019. The company has accounted
for long term capital loss of ₹ 282.88 million which is included in “Other expense” during the year ended March 31, 2021 and has worked out the
current tax liability accordingly.
NOTE 29 : EARNINGS PER EQUITY SHARE (` in Million)

Face value of equity shares in ` fully paid up 2.00 2.00
BASIC
Profit after tax as per statement of profit and loss (` in Million) A 2,841.12 1,728.44
Weighted average number of equity shares outstanding B 303,285,115 316,337,518
Basic EPS In ` A/B 9.37 5.46
DILUTED
Weighted average number of equity shares for computation of basic EPS 303,285,115 316,337,518
Add: Potential equity shares on account conversion of Employees Stock Options 4,576,760 2,622,618
Weighted average number of equity shares for computation of diluted EPS C 307,861,875 318,960,136
Diluted EPS In ` A/C 9.23 5.42
177

NOTE 30 : CAPITAL, OTHER COMMITMENTS AND CONTINGENT LIABILITIES AT BALANCE SHEET DATE
Capital and other commitment (` in Million)
March 31, 2022 March 31, 2021
(i) Capital commitment 70.45 40.03
(ii) Other commitment 147.76 44.79
Contingent Liabilities (` in Million)

March 31, 2022 March 31, 2021
(i) In respect of Income tax demands (see note 1) 75.76 22.41
(ii) In respect of Service tax demands (see note 2) 436.96 397.22
(iii) Bank guarantees 7,466.60 7,466.60
(iv) In respect of Other Legal case 250.17 63.26
Total 8,229.49 7,949.49
Notes :
1) Amount paid under protest with respect to income tax demand ` 29.34 million (As at March 31,2021 ` 22.41 million)
2) Amount paid under protest with respect to service tax demand ` 11.69 million (As at March 31,2021 ` 11.69 million)
3) The Company is subject to legal proceedings and claims which arises in the ordinary course of the business. The Company’s
management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have
material and adverse effect on the Company’s financial position.
4) The above Contingent Liability does not include Income Tax liability of ` 100.20 million arising due to Error in processing of
Return by the Income tax Department.
NOTE 31 : CORPORATE SOCIAL RESPONSIBILITY

During the period ended March 31, 2022 the Company has spent ` 27.78 million (Previous year ` 39.57 million) out of the total
amount of ` 37.07 million (Previous year ` 39.57 million) required to be spent as per section 135 of the Companies Act 2013 in
respect of Corporate Social Responsibility [CSR]. The aforementioned amount has been contributed to India Infoline Foundation.
(` in Million)
Amount required to be spent by the company during the year 37.07 39.57
Amount of expenditure incurred 27.78 39.57
Shortfall at the end of the year 9.29 -
Total of previous years shortfall - -
Reason for shortfall For ongoing projects No Shortfall
Nature of CSR activities Development of Ophthalmic Shelter Home, Marubhoomi
Ward,Vaccine delivery using Drone, Education Society, International
Seva Kutir – Learning centre, Solar Foundation for Reseach and
installation at Govt. School, Mission Education, Fighting Covid-19,
Conquer Covid – ECG Support to Elderly. Livelihood
Generation, Sakhiyon ki Baadi.
Machine, Cycle Distribution for
students (Girls), Awareness
Campaign on Importance of
Education for Female – College of
Home Science, Development at Govt.
Hospital, Developing Bazaar Hub –
Gulaabi Gaon,Govt. School – Science
Laboratory, Sakhiyon ki Baadi
Details of related party transactions Contributed to India Infoline Contributed to India Infoline
Foundation Foundation
178
Corporate Overview

NOTE 32 : SHARE BASED PAYMENTS

During the year, the Company has granted ESOPs under IIFL Employees Stock Option Scheme - 2018 (ESOP 2018).
a) The details of Employee Stock Option Schemes are as under:

Particulars ESOP 2018 ESOP 2019
Method of Accounting Fair Value Fair Value
Vesting Plan Options granted would vest over a period of five years subject to a minimum period of one year
from the date of grant of options
Exercise Period Seven years from the date of grant
Grant Date October 30, 2019, January 07, 2021 and August 10, 2012, October 29, 2012, November 05,
October 08, 2021 2013, August 05, 2014, March 02, 2015, March 08,
2016 and April 29, 2017
Grant Price (` per share) ` 30.85, ` 49.00 and ` 99.40 ` 25.79, ` 31.05, ` 26.47, ` 61.40, ` 82.02, ` 82.73
and ` 218.71
b) (i) Movement of options during the year ended March 31, 2022 of ESOP 2019 (Demerger Scheme)
Particulars Options Range of Weight average Weight average
Outstanding exercise exercise remaining
price (in `) price (in `) contractual
life(Years)
Outstanding as on April 1,2021 445,641 61.40 - 218.71 87.62 1.89
Granted during the year - - - -
Forfeited during the year - - - -
Expired during the year (66,145) 61.40 - 218.71 94.95 -
Exercised during the year (106,080) 82.02 82.02 -
Outstanding as on March 31, 2022 273,416 82.02 - 218.71 88.02 0.99
Exercisable as on March 31, 2022 273,416 82.02 - 218.71 88.02 0.99
b) (ii) Movement of options during the year ended March 31, 2022 of ESOP 2018 Scheme
life (Years)
Outstanding as on April 1,2021 8,937,938 30.85 - 49.00 32.89 5.72
Granted during the year 6,500,000 99.40 99.40 -
Forfeited during the year (1,368,256) 30.85 - 99.40 53.59 -
Expired during the year (56,924) 30.85 30.85 -
Exercised during the year (894,820) 30.85 - 49.00 30.87 -
Outstanding as on March 31, 2022 13,117,938 30.85 - 99.40 63.83 5.57
Exercisable as on March 31, 2022 1,331,494 30.85 - 49.00 33.58 4.76
179

c) (i) Movement of options during the year ended March 31, 2021 of ESOP 2019 (Demerger Scheme)
life (Years)
Outstanding as on April 1, 2020 484,041 61.40 - 218.71 87.17 2.90
c) (ii) Movement of options during the year ended March 31, 2021 of ESOP 2018 Scheme
life (Years)
Outstanding as on April 1, 2020 8,912,200 30.85 30.85 6.58
Forfeited during the year (643,750) 30.85 30.85 -
Exercisable as on March 31, 2021 510,550 30.85 30.85 5.58
Fair Value Methodology:

The fair value of the shares are measured using Black scholes formula. Measurement inputs include share price on measurement
date, exercise date of the instrument, exercise price, expected life, risk free interest rate, dividend yield, expected volatility .
Key Assumptions used in Black-Scholes model for calculating fair value as on the date of grant are as follows:
Particulars ESOP 2018

2021-22 2020-21
Stock price (`) 99.98 45.71
Volatility 42.88% 41.86%
Risk-free Rate 6.35% 5.91%
Exercise price (`) 99.40 49.00
Time to Maturity (Years) 6 6
Dividend yield 2.87% 3.93%
Weight Average Value (`) 36.40 11.68
Stock Price: The average of weekly high & low of volume weighted average price (VWAP) of shares during the two week
preceeding the date of grant.
180
Corporate Overview

Volatility: The daily volatility of the stock prices on NSE, over a period prior to the date of grant, corresponding with the expected
life of the Options has been considered to calculate the fair value.
Risk-free rate of return: The risk-free rate being considered for the calculation is the India Government Bond Generic Bid Yield
with a maturity about equal to the expected life of the options.
Exercise Price: Price of each specific grant has been considered.
Time to Maturity: Time to Maturity / Expected Life of Options is the period for which the Company expects the Options to be live.
The minimum life of a stock option is the minimum period before which the Options cannot be exercised and the maximum life
is the period after which the Options cannot be exercised.
Expected dividend yield: Expected dividend yield has been calculated as an average of dividend yields for the three financial
years preceding the date of the grant. The dividend yield for the year is derived by dividing the dividend per share by the average
price per share of the respective period.
NOTE 33 : ASSETS PLEDGED AS SECURITY

The carrying amounts of assets pledged as security for borrowings are: (` in Million)
March 31, 2022 March 31, 2021
Financial assets
Other financial assets 8,705.52 5,947.60
Fixed deposit 2,594.30 -
Total assets pledged as security 11,299.82 5,947.60
NOTE 34 : FINANCIAL RISK MANAGEMENT

Financial risk management objectives and policies
The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s
risk management policy is approved by the board committee.
The company has adopted the ‘three lines-of-defence’ (3 LOD) model wherein management control at the business entity level
is the first line of defence in risk management. Various risk control and compliance oversight functions, established by the
management are the second line of defence. Finally, the third line comprises the internal audit/ assurance function. All three
lines play a distinct role within Company wider governance framework.
The Company is exposed to market risk, credit risk, liquidity risk etc. The Company senior management oversees the management
of these risks. The Company senior management is overseen by the audit committee with respect to risks and facilitates
appropriate financial risk governance framework for the Company. Financial risks are identified, measured and managed in
accordance with the Company policies and risk objectives. The Board of Directors reviews and agrees policies for managing
key risks, which are summarised below.
34 A.1. CREDIT RISK

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.
Credit risk arises primarily from financial assets such as trade receivables, investments, derivative financial instruments, other
balances with banks, loans and other receivables and other financial asset.
181

Credit quality analysis

The following tables sets out information about the credit quality of financial assets measured at amortised cost, FVOCI debt
investments. Unless specifically indicated, for financial assets, the amounts in the table represent gross carrying amounts.
(` in Million)
Financial Financial assets Financial assets Total
Assets where for which credit for which credit
loss allowance risk has increased risk has increased
measured at significantly and significantly and
12-month ECL credit not impaired credit impaired
Trade receivables 145.47 89.13 0.98 235.58
Less : Impairment loss allowance - (7.81) (0.98) (8.79)
Carrying amount 145.47 81.32 - 226.79
Other financial assets 9,589.31 26.79 488.51 10,104.61
Carrying amount 9,589.31 18.16 - 9,607.47
(` in Million)
Carrying amount 269.96 19.66 - 289.62
Carrying amount 9,713.57 17.15 - 9,730.72
Movement of ECL (Trade receivable and other financial assets)

(` in Million)
Particulars Financial assets Financial assets Total
for which credit for which credit
risk has increased risk has increased
significantly and significantly and
credit not impaired credit impaired
March 31, 2020 13.48 439.10 452.58
Increase/(decrease) net (2.13) 32.96 30.83
March 31, 2021 11.35 472.06 483.41
Increase/(decrease) net 5.09 17.44 22.53
March 31, 2022 16.44 489.50 505.94
34 A.2. COLLATERAL HELD

The Company holds collateral of securities and other credit enhancements against its credit exposures.
182
Corporate Overview

34 A.3. MEASUREMENT OF EXPECTED CREDIT LOSS

The Company has applied the impairment requirements of Ind AS 109 retrospectively; however, as permitted by Ind AS 101, it
has used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at
the date that financial instruments were initially recognized. Further, the Company has not undertaken an exhaustive search for
information when determining, at the date of transition to Ind AS whether there have been significant increases in credit risk
since initial recognition, as permitted by Ind AS 101.
34 B. LIQUIDITY RISK
Liquidity risk arises from the Company’s inability to meet its cash flow commitments on time. Prudent liquidity risk management
implies maintaining sufficient stock of cash and marketable securities and maintaining availability of standby funding through
an adequate line up of committed credit facilities. It uses a range of products mix to ensure efficient funding from across
well-diversified markets and investor pools. Treasury monitors rolling forecasts of the company’s cash flow position and
ensures that the company is able to meet its financial obligation at all times including contingencies.
The table below analyse the company financial liability into relevant maturity companying based on their contractual maturity.
The amount disclosed in the table are the contractual undiscounted cash flows. Balance due within 1 year equals their carrying
balances as the impact of discounting is not significant.
As at March 31, 2022 (` in Million)

Particulars Total Up to 1 year 1-5 years 5-10 years More than
10 years
Trade & other payable 839.50 839.50 - - -
Bank overdraft 1,362.89 1,362.89 - - -
Working capital demand loan 2,000.00 2,000.00 - - -
Other financial liabilities 41,291.40 40,552.94 710.94 27.52 -
Total liabilities 45,493.79 44,755.33 710.94 27.52 -

Particulars Total Up to 1 year 1-5 years 5-10 years More than
10 years
Working capital demand loan 890.00 890.00 - - -
Total liabilities 23,579.19 22,971.33 532.42 75.44 -
34 C. MARKET RISK
Market risk is the risk of any loss in future earnings, in realisable fair values or in futures cash flows that may result from a
change in the price of a financial instrument.
The Company manages market risk through a treasury department, which evaluate and exercises control over the entire process
of market risk management. The treasury department recommends risk management objectives and policies, which are
approved by senior management and the Audit/ Investment committee. The activities of this department include management
of cash resources, borrowing strategies, and ensuring compliance with market risk limit and policies.
183

34 C.1. INTEREST RATE RISK

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. Interest rate change does not affects significantly short term borrowing and current investment therefore
the Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt and
Non current investment.
Company business is volatile and hence borrowings are done bases on requirement, generally borrowings are done for short
term and are on market based interest rate.
The following table shows sensitivity analysis for impact on interest cost.
(` in Million)
March 31, 2022 March 31, 2021
Bank overdraft 1,362.89 -
Working capital demand loan 2,000.00 890.00
Total 3,362.89 890.00
Weighted average interest rate 5.21% 8.40%
Annualised interest cost 175.28 74.76
Sensitivity analysis for impact on interest cost (` in Million)

March 31, 2022 March 31, 2021
Increase in 1% change in ROI 33.63 8.90
Decrease in 1% change in ROI (33.63) (8.90)
34 C.2. FAIR VALUE SENSITIVITY ANALYSIS FOR FIXED-RATE INSTRUMENTS

The Company’s fixed-rate financial liabilities are carried at amortised cost. Therefore, a change in interest rates at the reporting
date would not affect profit or loss, since neither the carrying amount nor the future cash flows will fluctuate.
34 C.3. EXPOSURE TO CURRENCY RISKS

The Company is operating internationally and is exposed to foreign exchange risk arising form foreign currency transaction.
Below is table showing net gap between foreign asset and liability
Foreign currency ` in million Foreign currency ` in million
in million in million
Foreign Currency Assets
USD 0.88 66.63 0.48 35.38
GBP 0.01 1.34 0.03 3.49
EURO 0.01 0.59 0.02 1.72
Foreign Currency Liabilities
USD 0.39 29.60 0.14 10.39
Net Gap
USD 0.49 37.03 0.34 24.99
GBP 0.01 1.34 0.03 3.49
EURO 0.01 0.59 0.02 1.72
Sensitivity :
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated
financial instruments.
The effect of upward movement of 5% in the exchange rate reduce the profit/reserve by ` 1.95 million (` 1.51 million for previous
year) and downward movement of 5% will increase profit/reserve by ` 1.95 million (` 1.51 million for previous year) for FY 2021-22.
184
Corporate Overview

34 C.4. EXPOSURE TO PRICE RISK

The Company exposure to price risk arising from investment held by the company and is classified in the balance sheet through
fair value through profit & loss account. Company has majorly invested in Debt Fund and Alternate Investment Funds under
various scheme and its exposure.
(` in Million)
Particulars Debt Equity Mutual Alternate Preference Total
Securities Shares Funds Investment Shares
(Other than Funds (Other than
Subsidiary) Subsidiary)
Market Value as on March 31, 2022 545.88 184.08 - 350.99 - 1,080.95
Market Value as on March 31, 2021 42.80 70.60 - 303.12 - 416.52
Sensitivity
The effect of upward movement of 5% in the price affects the projected net income by ` 54.05 million (` 20.83 million for
previous year)and for forward downward movement of 5% the projected net loss will be ` 54.05 million (` 20.83 million for
previous year) for FY 2021-22.
34 D. CAPITAL MANAGEMENT
The company’s objective when managing capital are to
- Safeguard their ability to continue as going concern, so that they can continue to provide returns for the share holders and
benefits for other stake holders, and
- Maintain an optimal capital structure to reduce the cost of capital.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment
to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using debt equity ratio.
The company’s strategy is to maintain gearing ratio as per industry norms. The gearing ratio is as follows :
(` in Million)
March 31, 2022 March 31, 2021
Total debt 3,362.89 890.00
Cash & cash equivalent (excluding client bank balance) (271.85) (297.92)
Net debt 3,091.04 592.08
Total equity 9,492.08 7,573.86
Net debt to equity 0.33 0.08
34 E. FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in
making the measurements.
– Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.
– Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly
(i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for
similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or
other valuation techniques in which all significant inputs are directly or indirectly observable from market data.
– Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes
inputs that are not observable and the unobservable inputs have a significant effect on the instrument’s valuation.
This category includes instruments that are valued based on quoted prices for similar instruments for which significant
unobservable adjustments or assumptions are required to reflect differences between the instruments.
185

Subjective estimate - The valuation of level 3 financial instruments held at fair value through profit or loss or through other
comprehensive income may be misstated due to the application of valuation techniques which often involve the exercise of
judgement and the use of assumptions and estimates. A subjective estimate exists for instruments where the valuation method
uses significant unobservable inputs which is principally the case for level 3 financial instruments. The estimate measurement
of fair value is more judgemental in respect of Level 3 assets, these are valued based on models that use a significant degree of
non-market-based unobservable inputs.
Observable prices or model inputs are usually available in the market for listed debt and equity securities. The availability of
observable market prices and model inputs reduces the need for management judgement and estimation and also reduces the
uncertainty associated with determining fair values.
The following table analyses financial instruments measured at fair value at the reporting date, by the level in the fair value
hierarchy into which the fair value measurement is categorised.
34 E.1. : Fair Value of Financial Instruments - Financial Instrument by Category

(` in Million)
Fair Value Amortised Carrying Fair Value Amortised Carrying
through Cost Value through Cost Value
Profit or loss Profit or loss
Financial Asset
Cash and cash equivalents - 10,731.86 10,731.86 - 2,562.53 2,562.53
Bank Balance other than (a) above - 26,182.50 26,182.50 - 13,968.00 13,968.00
Receivables
(I) Trade receivables - 226.79 226.79 - 289.62 289.62
(II) Other receivables - 103.68 103.68 - 76.73 76.73
Loans - 4,884.24 4,884.24 - 1,478.35 1,478.35
Investments
- Equity Shares 184.08 493.22 677.30 70.60 495.43 566.03
- Preference Shares - - - - 38.21 38.21
- Mutual Fund - - - - - -
- Debt Instruments 545.88 - 545.88 42.80 - 42.80
- Alternate Investment Fund 350.99 - 350.99 303.12 - 303.12
Other financial assets - 9,607.47 9,607.47 - 9,730.72 9,730.72
Total 1,080.95 52,229.76 53,310.71 416.52 28,639.59 29,056.11
Financial Liabilities
Trade payables - 9.62 9.62 - 25.53 25.53
Other payables - 829.88 829.88 - 330.06 330.06
Borrowings (Other than debt securities) - 3,362.89 3,362.89 - 890.00 890.00
Other financial liabilities - 41,208.03 41,208.03 - 22,244.75 22,244.75
Total - 45,410.42 45,410.42 - 23,490.34 23,490.34
34 E. 2. FAIR VALUE HIERARCHY - FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

hierarchy into which the fair value measurement is categorised. The amounts are based on the values recognised in the
statement of financial position.
186
Corporate Overview

(` in Million)
Financial instruments measured at fair value - recurring As at March 31, 2022
fair value measurements Level 1 Level 2 Level 3 Total
Equity instruments 184.08 - - 184.08
Debt Instruments - 545.88 - 545.88
Alternate Investment Funds - - 350.99 350.99
Total Assets 184.08 545.88 350.99 1,080.95
(` in Million)
Financial instruments measured at fair value - recurring As at March 31, 2021
Equity instruments 37.12 - 33.48 70.60
Debt Instruments - - 42.80 42.80
Alternate Investment Funds - - 303.12 303.12
Total Assets 37.12 - 379.40 416.52
34 E. 3. VALUATION METHODOLOGIES OF FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE

The following table sets out the fair values of financial instruments not measured at fair value and analyses them by the level in
the fair value hierarchy into which each fair value measurement is categorised.
Below are the methodologies and assumptions used to determine fair values for the above financial instruments which
are not recorded and measured at fair value in the Company’s financial statements. These fair values were calculated for
disclosure purposes only.
Short-term financial assets and liabilities

For financial assets and financial liabilities that have a short-term nature, the carrying amounts, which are net of impairment,
are a reasonable approximation of their fair value. Such instruments include: cash and bank balances, trade receivables, other
receivables, balances other than cash and cash equivalents and trade payables.
(` in Million)
Carrying Fair Value Fair Value Carrying Fair Value Fair Value
Value Hierarchy Value Hierarchy
Assets
Cash and cash equivalents 10,731.86 10,731.86 - 2,562.53 2,562.53 -
Bank Balance other than above 26,182.50 26,182.50 - 13,968.00 13,968.00 -
Receivables
(I) Trade receivables 226.79 226.79 - 289.62 289.62 -
(II) Other receivables 103.68 103.68 - 76.73 76.73 -
Loans 4,884.24 4,884.24 - 1,478.35 1,478.35 -
Investment in Associates - - - 38.21 38.21 -
Security deposit with landlord 209.47 196.51 Level 3 205.99 192.26 Level 3
Security deposit others 16.16 16.16 - 17.00 17.00 -
Other financial asset 9,381.83 9,381.83 - 9,507.73 9,507.73 -
Total Assets 51,736.53 51,723.57 28,144.16 28,130.43
187

(` in Million)
Liabilities
Trade payables 9.62 9.62 - 25.53 25.53 -
Other payables 829.88 829.88 - 330.06 330.06 -
Borrowings (Other than debt securities) 3,362.89 3,362.89 - 890.00 890.00 -
Security deposit from tenants 3.07 3.07 Level 3 3.07 2.98 Level 3
Other financial liabilities 40,718.87 40,718.87 - 22,012.38 22,012.38 -
Total Liabilities 45,410.42 45,410.42 23,490.33 23,490.24
34 E. 4. MOVEMENTS IN LEVEL 3 FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE :

(` in Million)
Particulars Equity Preference Alternate Debts Total
Shares* Shares Investment Instruments
fund
Balances as at April 1, 2021 33.48 - 303.12 42.80 379.40
Purchase - - 150.03 - 150.03
Sale/Redemption of financial instrument (33.48) - (73.98) (45.07) (152.53)
Reclassified to investment held at cost - - - - -
Total gain /(losses) recognised in profit and loss - - (28.18) 2.27 (25.91)
Balances as at March 31, 2022 - - 350.99 - 350.99
(` in Million)
Particulars Equity Preference Alternate Debts Total
Shares* Shares Investment Instruments
fund
Balances as at April 1, 2020 0.00 29.02 796.21 711.22 1,536.45
Purchase 2,020.00 - 1.28 4,846.80 6,868.08
Sale/Redemption of financial instrument (1,986.52) - (644.00) (5,580.41) (8,210.93)
Reclassified to investment held at cost - (29.02) - - (29.02)
Total gain /(losses) recognised in profit and loss - - 149.63 65.19 214.82
Balances as at March 31, 2021 33.48 - 303.12 42.80 379.40
* Amount is less than ₹ 0.01 Million, hence shown ₹ 0.00 Million, wherever applicable.
34 E. 5. MEASUREMENT OF FAIR VALUE

The fair values of Investments in Equity share and Bonds is based on last traded price and Alternate Investment Fund, Mutual
Funds is based on the net asset value (NAV) as stated by the issuers of these alternate asset funds in the published statements
as at the Balance Sheet date. NAV represents the price at which the issuer will issue further units of alternate asset fund and the
price at which issuers will redeem such units from the investors.
188
Corporate Overview

The table which shows the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant
unobservable inputs used is as follows:
Type Valuation technique Significant Range Sensitivity of the input

unobservable to fair value
inputs Change in discount
rate by 500 basis
points would increase
/ (decrease) as below
Financial Assets:
Investment in Alternate Alternate Investment Fund is based on the net Not Applicable Not Applicable Not Applicable
Investment Funds asset value (NAV) as stated by the issuers of these
alternate asset funds in the published statements
as at the Balance Sheet date. NAV represents the
price at which the issuer will issue further units of
alternate asset fund and the price at which issuers
will redeem such units from the investors.
Investment in Debt These indicates thinly traded / non traded securities Not Applicable Not Applicable Not Applicable
Instrument as defined in SEBI Regulations and Guidelines and
the fair value is estimated considering the valuation
declared by fund houses for respective instruments
during every reporting date.
Investment in These indicates thinly traded / non traded securities Not Applicable Not Applicable Not Applicable
Preference shares/ as defined in SEBI Regulations and Guidelines and
Equity share the fair value is estimated considering the valuation
Financial Liabilities:
Deposit Discounted cash flow technique- The fair value is Discount Rate 3.30% - 5.50% Not Applicable
estimated considering net present value calculated (Previous year
using discount rates derived from quoted prices of 3.00% - 5.40%)
similar instruments with similar maturity and credit based on SBI FD
rating that are traded in active markets, adjusted by rate for respective
an illiquidity factor. period of deposit
NOTE 35 : RELATED PARTY TRANSACTION

(A) As Per IND AS 24, the disclosures of transaction with the related parties are given below :
List of related parties where control exists and also related parties with whom transactions have taken place and
relationships :
Nature of relationship Name of party
Directors & their relatives Mr. Kranti Sinha - Independent Director till July 26, 2020
Mr. R. Venkataraman- Chairman & Managing Director
Mr. Mohan Radhakrishnan - Whole Time Director till January 2, 2021
Mr. Narendra Jain - Whole Time Director
Mr. Anand Bathiya - Independent Director w.e.f. September 22, 2020
Mr. Viswanathan Krishnan - Independent Director w.e.f. January 21, 2021
Ms. Rekha Warriar - Independent Director
Mrs. Aditi Athavankar (wife of Mr. R. Venkataraman)
Mr. Shamik Das Sharma - Independent Director w.e.f. January 14, 2020
Key Management Personnel Arindam Chanda - Chief Executive Officer (Till December 22, 2020)
189


Subsidiaries Company IIFL Commodities Limited
India Infoline Foundation (a section 8 Company)
Livlong Insurance Brokers Limited (Formerly IIFL Insurance Brokers Limited)
IIFL Management Services Limited
Livlong Protection & Wellness Solutions Limited (Formerly IIFL Corporate Services
Limited) (Formerly IIFL Asset Reconstruction Limited)
IIFL Capital Inc
IIFL Securities Services IFSC Limited
IIFL Wealth (UK) Limited
Meenakshi Towers LLP
Step Down Subsidiaries Shreyans Foundation LLP
Associate Company Giskard Datatech Private Limited (Associate from November 06, 2020 till
December 30, 2021)*
Other Related Parties IIFL Finance Limited
IIHFL Sales Limited
5paisa Capital Limited
IIFL Home Finance Limited
IIFL Wealth Management Limited
Clara Developers Private Limited
IIFL Asset Management Limited
IIFL Trustee Limited
IIFL Alternate Asset Advisors Limited
IIFL Wealth Distribution Services Limited (Formerly known as IIFL Distribution Services
Limited)
IIFL Investment Adviser and Trustee Services Limited
IIFL Capital Pte. Limited
IIFL Securities Pte. Limited (Amalgamated with IIFL Capital Pte. Limited w.e.f. October
27, 2021)
IIFL Wealth Prime Limited (Formerly IIFL Wealth Finance Limited)
IIFL Private Wealth Hong Kong Limited (wound up on March 26, 2021)
IIFL Private Wealth Management (Dubai) Limited
IIFL Inc
IIFL Asset Management (Mauritius) Limited (Formerly known as IIFL Private Wealth
(Mauritius) Limited)
IIFL (Asia) Pte. Limited (Amalgamated with IIFL Capital Pte. Limited with effect from
October 27, 2021)
IIFL Capital (Canada) Limited
IIFL Samasta Finance Limited (Formerly Samasta Microfinance Limited)
IIFL Wealth Securities IFSC Limited
IIFL Wealth Altiore Limited (Formerly knowns as IIFL Altiore Advisors Limited)
IIFL Wealth Capital Markets Limited (Formerly L&T Capital Markets Limited) (Wholly
owned subsidiary of IIFL Wealth Finance Limited)
IIFL Wealth Portfolio Managers Limited (Formerly IIFL Portfolio Managers Limited)
IIFLW CSR Foundation (Incorporated w.e.f. January 20, 2020)
Orpheus Trading Private Limited
5paisa P2P Limited
190
Corporate Overview


Other Related Parties 5paisa Insurance Brokers Limited
5Paisa Trading Limited
Ardent Impex Private Limited
FIH Mauritius Investments Limited
Mr. Nirmal Jain - Promoter
Mr. R. Venkataraman - Promoter
MNJ Consultants Private Limited
Sunder Bhawar Ventures Private Limited
Kalki Family Private Trust
Nirmal Madhu Family Private Trust
India Infoline Employee Trust
* During the year the Company has sold entire stake of 21.47 % of compulsory convertible preference shares (CCPS) of Giskard Datatech Private
Limited. Accordingly Giskard Datatech Private Limited has Ceased to be Associate of the Company.
(B) Significant Transactions with Related Parties

(` in Million)
Nature of transaction FY 2021-22 FY 2020-21
Investment in Equity & Preference shares:-
a) Associates
Giskard Datatech Private Limited - 9.19
Purchase of Investment:-
a) Other Related Parties
IIFL Finance Limited 500.00 751.80
IIFL Home Finance Limited 82.93 -
Sale of Investment:-
a) Subsidiaries
Livlong Protection & Wellness Solutions Limited 2.67 -
b) Other Related Parties
IIFL Finance Limited 40.90 -
Redemption of Preference shares:-
a) Subsidiaries
IIFL Management Services Limited - 0.90
Brokerage Income/Delayed Payin Charges, etc. :-
a) Subsidiaries
IIFL Facilities Services Limited 0.10 0.00
IIFL Wealth Prime Limited - 1.24
IIFL Home Finance Limited - 0.00
Nirmal Jain - 0.19
Ardent Impex Private Limited - 0.01
c) Directors & their relatives , Key Managerial Personnel
Arindam Chanda - 0.00
Mrs. Aditi Athavankar 0.01 0.00
Mohan Radhakrishnan - 0.11
R. Venkataraman 0.38 0.45
Narendra Jain 0.00 0.00
191

(` in Million)
Interest Income - Inter Corporate Deposit/Others :-
a) Subsidiaries
Livlong Insurance Brokers Limited - 0.14
IIFL Commodities Limited - 0.01
Deposit - Given & (Received Back) :-
a) Subsidiaries
IIFL Facilities Services Limited (5.83) 13.73
Commission /Advisory Fees /Research /Referral Income:-
a) Subsidiaries
IIFL Management Services Limited 12.00 -
IIFL Asset Management Limited 73.91 47.00
IIFL Home Finance Limited 238.92 4.08
5Paisa Capital Limited 47.72 -
Remuneration:-
Directors 49.91 53.29
Key Managerial Personnel - 7.61
Director’s Sitting Fees:-
Kranti Sinha - 0.14
Anand Bhatiya 0.51 0.29
Rekha Warriar 0.41 0.44
Viswanathan Krishnan 0.48 0.09
Shamik Das Sharma 0.35 0.47
Rent Income :-
5Paisa Capital Limited 6.14 6.14
Dividend Paid:-
a) Directors or their relatives 61.40 20.45
b) Other Related Parties 158.28 52.76
Dividend Income:-
a) Subsidiaries
Livlong Insurance Brokers Limited 185.00 185.00
IIFL Commodities Limited 7.52 10.35
IIFL Facilities Services Limited 270.00 -
Interest Expenses on Inter Corporate Deposit:-
a) Subsidiaries
Corporate Social Responsibility Expenses:-
a) Subsidiary
India Infoline Foundation 25.09 39.57
192
Corporate Overview

(` in Million)
Rent Expenses
a) Subsidiaries
IIFL Wealth Management limited 46.03 46.03
c) Director or their relatives
Marketing /Commission & Brokerage / Technology expenses :-
a) Subsidiaries
IIFL Capital Inc 114.43 54.68
IIFL Wealth (UK) Limited - 11.88
IIFL Wealth Management Limited 28.11 -
Giskard Datatech Private Limited 2.01 1.45
c) Associates
Inter Corporate Deposit Taken :-
a) Subsidiaries
IIFL Finance Limited 17,390.00 4,040.00
Inter Corporate Deposit Taken & Repaid :-

a) Subsidiaries
Inter Corporate Deposit Given : -
a) Subsidiaries
IIFL Facilities Services Limited 1,498.50 8,405.30
IIFL Management Services Limited 4,316.80 845.00
India Infoline Foundation - 20.00
IIFL Home Finance Limited - 3,570.00
193

(` in Million)
Inter Corporate Deposit Given & Received Back : -
a) Subsidiaries
IIFL Facilities Services Limited 1,498.50 8,405.30
IIFL Management Services Limited 4,670.80 331.00
Allocation / Reimbursement of expenses Paid :-
a) Subsidiaries
5paisa Capital Limited - 0.61
Allocation / Reimbursement of expenses Received :-
a) Subsidiaries
IIFL Wealth Management Limited - 0.03
5paisa Capital Limited 56.94 69.38
Others Paid :-
a) Subsidiaries
IIFL Commodities Limited 0.15 -
IIFL Wealth Management Limited 0.05 0.30
194
Corporate Overview

(` in Million)
Others Received :-
a) Subsidiaries
IIFL Securities Services IFSC Limited 0.68 0.63
IIHFL Sales Limited 0.03 -
Note:-
i) Amount is less than ` 0.01 Million, hence shown ` 0.00 Million, wherever applicable.
ii) As the future liability for retirement and other employee benefits is provided on an actuarial basis for the Company as a
whole, the amount pertaining to directors and key managerial personnel is not included above.
(C) Closing Balance

(` in Million)
Nature of transaction As at As at
March 31, 2022 March 31, 2021
Sundry Payable :-
a) Subsidiaries
IIFL Commodities Limited 0.00 -
Livlong Insurance Brokers Limited - 0.00
5Paisa Capital limited - 1.82
c) Director & their relatives, Key Managerial Persons
R. Venkataraman - 0.10
Narendra Jain - 0.01
Security Deposit Taken
195

(` in Million)
Nature of transaction As at As at
March 31, 2022 March 31, 2021
Sundry Receivable :-
a) Subsidiaries
Livlong Insurance Brokers Limited 0.09 -
5paisa Capital Limited 3.71 -
India Infoline Foundation 9.33 -
c) Director
R. Venkataraman 0.02 -
Inter Corporate Deposit Given:-
a) Subsidiaries
Security Deposit Given:-
a) Subsidiaries
b) Director & their relatives
Interest accrued but not due:-
a) Other related parties
Investment in market linked debenture:-
Investment in equity shares of subsidairies:-
IIFL Wealth (UK) Limited 11.20 11.20
Livlong Protection & Wellness Solutions Limited 41.93 44.13
Investment in compulsory convertible preference shares & equity shares of
associates:-
Giskard Datatech Private Limited Associate from November 06, 2020 till December 30, 2021.
Amount is less than ` 0.01 Million, hence shown ` 0.00 Million, wherever applicable.
196
Corporate Overview

NOTE 36 : DISCLOSURE AS PER IND AS -108 “SEGMENT REPORTING”

The Company’s business is to provide capital market services in primary & secondary market. All other activities of the Company
are ancillary to the main business. As such, there are no reportable segments that need to be reported separately as defined in
Ind AS 108, Operating Segments.
NOTE 37 : THE TABLE BELOW SHOWS AS ANALYSIS OF ASSETS AND LIABILITIES ANALYSED ACCORDING TO
WHEN THEY ARE EXPECTED TO BE RECOVERED OR SETTLED.
(` in Million)
Within 12 After 12 Total Within 12 After 12 Total
months months months months
ASSETS
(a) Cash and cash equivalents 10,731.86 - 10,731.86 2,562.53 - 2,562.53
(b) Bank Balance other than above 24,978.11 1,204.39 26,182.50 13,867.07 100.93 13,968.00
(c) Receivables
(I) Trade receivables 226.79 - 226.79 289.62 - 289.62
(II) Other receivables 103.68 - 103.68 76.73 - 76.73
(d) Loans 4,724.24 160.00 4,884.24 964.35 514.00 1,478.35
(e) Investments 715.81 858.37 1,574.18 314.96 635.20 950.16
(f) Other financial assets 9,391.00 216.47 9,607.47 9,466.53 264.19 9,730.72
Sub-total 50,871.49 2,439.23 53,310.72 27,541.79 1,514.32 29,056.11
(a) Current tax assets (net) - 178.50 178.50 - 169.05 169.05
(b) Deferred tax assets (net) - 174.27 174.27 - 172.40 172.40
(c) Property, Plant and Equipment - 129.66 129.66 - 113.42 113.42
(d) Capital work-in-progress - 10.99 10.99 - 19.09 19.09
(e) Other intangible assets - 928.64 928.64 - 1,151.39 1,151.39
(f) Right-of-use assets - 547.76 547.76 - 410.62 410.62
(g) Other non-financial assets 101.15 9.27 110.42 87.69 6.35 94.04
Sub-total 101.15 1,979.09 2,080.24 87.69 2,042.32 2,130.01
Total Assets 50,972.64 4,418.32 55,390.96 27,629.48 3,556.64 31,186.12
LIABILITIES
(a) Payables
(I) Trade payables
(i) Total outstanding dues of micro - - - - - -
(ii) Total outstanding dues of 9.62 - 9.62 25.53 - 25.53
creditors other than micro
(II) Other payables
(i) Total outstanding dues of micro - - - - - -
(b) Borrowings (Other than debt securities) 3,362.89 - 3,362.89 890.00 - 890.00
(c) Other financial liabilities 40,515.71 692.32 41,208.03 21,695.15 549.60 22,244.75
Sub-total 44,718.10 692.32 45,410.42 22,940.74 549.60 23,490.34
197

(` in Million)
(a) Current tax liabilities (net) 122.17 - 122.17 18.64 - 18.64
(a) Provisions 12.41 45.35 57.76 8.77 35.09 43.86
(b) Other non-financial liabilities 308.53 - 308.53 59.42 - 59.42
Sub-total 443.11 45.35 488.46 86.83 35.09 121.92
(3) Equity
(a) Equity share capital - 607.87 607.87 - 605.87 605.87
(b) Other equity - 8,884.21 8,884.21 - 6,967.99 6,967.99
Sub-total - 9,492.08 9,492.08 - 7,573.86 7,573.86
Total Liabilities and Equity 45,161.21 10,229.75 55,390.96 23,027.57 8,158.55 31,186.12
NOTE 38 : ACQUISITION OF KARVY DEMAT ACCOUNTS

The company has paid an amount of ` 112.91 crores during the year 2020-21 towards transfers of demat accounts held by
various clients of Karvy Stock Broking Ltd while submitting the bid in response to NSDL, CDSL, NSE, BSE and MSEIL Circulars
inviting bids (RFuQ) inter-alia stating that Demat Accounts as well as Trading Accounts held by KSBL shall be transferred to
another depository participant/trading member, consequent to NSE declaring KSBL as defaulter and expulsion of KSBL from the
membership of NSE and termination of participanship of KSBL as Depository Participant by CDSL and NSDL.The said amount
was capitalised in the books.
The company became successful bidder as Depository Participant for transfer of Demat Accounts of clients of KSBL consequent
to the said bidding process. KSBL has filed writ petition against NSDL, CDSL, NSE, BSE and MSEIL and also against the Company
as one of the respondents, claiming that the Sale and/or auction of the Demat and Trading Accounts is ultra vires as due process
was not followed in the bidding process etc. and that the the process of transfer of demat and trading accounts to another
Depository Participant/trading member respectively and further steps being taken by the successful bidders be restrained.
The Hon’ble Bombay High Court vide its interim Order dt 18th March 2021 has rejected to restrain the process of transfer of
demat and trading accounts. The Hon’ble High Court has also appointed Valuers for valuation of the demat accounts and
trading accounts of the clients of KSDL; ordered that the amount paid by bidders shall be held by NSDL/CDSL/NSE/BSE/MSEIL
as deposit; allowed transfer of the demat/trading accounts of the investors/beneficial owners to the Depository Participant/
Trading Member who are the successful bidders.The Matter is pending before Hon’ble High court.
NOTE 39 : RECENT PRONOUNCEMENTS

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time.
On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, as below:
Ind AS 16 – Property Plant and equipment - The amendment clarifies that excess of net sale proceeds of items produced
over the cost of testing, if any, shall not be recognised in the profit or loss but deducted from the directly attributable costs
considered as part of cost of an item of property, plant, and equipment. The effective date for adoption of this amendment is
annual periods beginning on or after April 1, 2022. The Company has evaluated the amendment and there is no impact on its
Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets – The amendment specifies that the ‘cost of fulfilling’
a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be
incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that
relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant
and equipment used in fulfilling the contract). The effective date for adoption of this amendment is annual periods beginning on
or after April 1, 2022, although early adoption is permitted. The Company has evaluated the amendment and the impact is not
expected to be material.
198
Corporate Overview

NOTE 40 : LABOUR CODE

The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post employment received
Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India
and subsequently on November 13, 2020 draft rules were published and invited for stakeholders’ suggestions. The Central
Government on March 30, 2021 has deferred the implementation of the said Code and the date on which the Code will come
into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will account for
the related impact in the period the Code becomes effective.
NOTE 41 : DISCLOSURE OF FINANCIAL RATIOS

Additional regulatory information required under (WB)(xvi) of Division III of Schedule III amendment, disclosure of rations, is not
applicable to the Company as it is in broking business and not an NBFC registered under Section 45-IA of Reserve Bank of India
Act, 1934.
NOTE 42 : OTHER DISCLOSURE UNDER SCHEDULE - III

1) No funds have been advanced or loaned or invested by the company to or in any other persons or entities, including
foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.
2) No funds have been received by the company from any persons or entities, including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
3) The Company does not have any long-term contracts including derivative contracts for which there are any material
forseeable losses.
4) There were no amounts which were required to be transferred to the Investor Education and Protection by
the Company.
5) No proceedings have been initiated or pending against the company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988).
6) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.
7) During the year, the company has not entered into any transactions with companies struck off under section 248 of the
Companies Act, 2013 or section 560 of Companies Act, 1956.
8) There are no transactions which have not been recorded in the books of accounts and which have been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
9) The quarterly returns / statements of current assets filed by the Company,with banks from whom borrowings have
been availed on the the basis of security of current assets,are in agreement with the books of account.
10) There are no charges or satisfaction yet to be registered with the registrar of companies beyond the statutory period.
11) The company does not have layers beyond the number prescribed under clause (87) of section 2 of the Act read with
Companies (Restriction on number of Layers) Rules, 2017.
12) The company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
199

NOTE 43 : RESPONSE TO COVID -19 CHALLENGES

While COVID-related challenges persisted in FY 2021-22, they were for relatively smaller periods as compared to FY 2020-21
and didn’t necessitate complete lockdown. Nonetheless, leveraging the learnings from FY 2020-21, and backed by its seamless
and robust technology and well established processes, the Company ensured that all operations and servicing of clients were
smoothly carried out without any interruptions. Based on the facts and circumstances, the Company has been operating in the
normal course and there have been no adverse impacts on the assets, liquidity, revenue, profitability and operational parameters
during the year.


200
Corporate Overview
Independent Auditor’s Report

To the Members of IIFL Securities Limited Basis for Opinion
We conducted our audit in accordance with the Standards
Report on the Audit of the Consolidated Ind AS Financial
on Auditing (SAs) specified under section 143(10) of
Statements
the Companies Act, 2013. Our responsibilities under
those Standards are further described in the Auditor’s
Opinion
Responsibilities for the Audit of the Consolidated Financial
We have audited the accompanying consolidated Ind AS Statements section of our report. We are independent of
financial statements of IIFL Securities Limited (hereinafter the Group and its associate in accordance with the Code of
referred to as the ‘Holding Company”) and its subsidiary Ethics issued by the Institute of Chartered Accountants of
LLPs, and subsidiary Companies (Holding Company and its
India (“ICAI”) together with the ethical requirements that are
subsidiary LLPs and subsidiary companies together referred to
relevant to our audit of the financial statements under the
as “the Group”), its associate, which comprise the consolidated
provisions of the Act and the Rules thereunder, and we have
Balance Sheet as at March 31, 2022, the consolidated
fulfilled our other ethical responsibilities in accordance with
Statement of Profit and Loss, consolidated Statement of
these requirements and the ICAI’s Code of Ethics. We believe
Changes in Equity and the consolidated Cash Flows statement
that the audit evidence we have obtained is sufficient
for the year then ended, and notes to the consolidated Financial
and appropriate to provide a basis for our opinion on the
Statements, including a summary of significant accounting
policies and other explanatory information (hereinafter referred
to as “the consolidated financial statements”).
Key Audit Matters
In our opinion and to the best of our information and according Key audit matters are those matters that, in our professional
to the explanations given to us, the aforesaid consolidated judgment, were of most significance in our audit of the
financial statements give the information required by the consolidated financial statements of the current period.
Companies Act, 2013 in the manner so required and give a These matters were addressed in the context of our audit
true and fair view in conformity with the Accounting Standards of the financial statements as a whole, and in forming our
prescribed under section 133 of the Act and the accounting opinion thereon, and we do not provide a separate opinion on
principles generally accepted in India, of the consolidated these matters. We have not determined any key audit matters
state of affairs of the Group and its associate as at March 31, for the Group and its associate. We have determined the
2022, of consolidated profit, of consolidated changes in equity matters described below to be the key audit matters to be
and its consolidated cash flows for the year then ended. communicated in our report.
Key Audit Matter Response to Key Audit Matter

Information technology (IT) systems used in financial We obtained an understanding of the Holding Company’s IT
reporting process. control environment relevant to the audit.
The Holding company’s operational and financial processes We tested the design, implementation and operating
are dependent on IT systems due to large volume of effectiveness of the Holding Company’s General IT controls
transactions that are processed daily. over the key IT systems which are critical to financial reporting.
We therefore identified IT systems and controls over financial We also tested key automated and manual controls and logic
reporting as a key audit matter for the Holding Company. for system generated reports relevant to the audit that would
materially impact the financial statements.
In addition to above, we have also relied on the work of the

internal auditors and system auditors.
Information Other than the Financial Statements and Our opinion on the consolidated financial statements does
Auditor’s Report Thereon not cover the other information and we do not express any
The Holding Company’s Board of Directors is responsible for form of assurance conclusion thereon.
the preparation of the other information. The other information
In connection with our audit of the consolidated financial
comprises the information included in the Board’s Report
statements, our responsibility is to read the other information
including Annexure to Board’s Report but does not include
and, in doing so, consider whether the other information is
the standalone and consolidated financial statements and
materially inconsistent with the financial statements or our
our auditor’s report thereon.
knowledge obtained in the audit, or otherwise appears to be
materially misstated.
201
If, based on the work we have performed on the other but is not a guarantee that an audit conducted in accordance
information obtained prior to the date of this auditor’s report, with SAs will always detect a material misstatement when it
we conclude that there is a material misstatement of this exists. Misstatements can arise from fraud or error and are
other information, we are required to report that fact. We have considered material if, individually or in the aggregate, they
nothing to report in this regard. could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
Responsibilities of Management and Those Charged financial statements.
with Governance for the Consolidated Financial
Statements As part of an audit in accordance with SAs, we exercise
The Holding Company’s Board of Directors is responsible professional judgment and maintain professional skepticism
for the preparation and presentation of these consolidated throughout the audit. We also:
financial statements in term of the requirements of the
Companies Act, 2013 (the Act) that give a true and fair • Identify and assess the risks of material misstatement
view of the consolidated financial position, consolidated of the consolidated financial statements, whether due
financial performance and consolidated cash flows of the to fraud or error, design and perform audit procedures
Group and its associate in accordance with the accounting responsive to those risks, and obtain audit evidence
principles generally accepted in India, including the Indian that is sufficient and appropriate to provide a basis
Accounting Standards specified under section 133 of the for our opinion. The risk of not detecting a material
Act. The respective Board of Directors of the companies misstatement resulting from fraud is higher than for
and Management of the LLPs included in the Group and one resulting from error, as fraud may involve collusion,
its associate are responsible for maintenance of adequate forgery, intentional omissions, misrepresentations, or
accounting records in accordance with the provisions of the the override of internal control.
Act for safeguarding the assets of the Group and its associate
and for preventing and detecting frauds and other irregularities; • Obtain an understanding of internal financial controls
selection and application of appropriate accounting policies; relevant to the audit in order to design audit procedures
making judgments and estimates that are reasonable and that are appropriate in the circumstances. Under section
prudent; and the design, implementation and maintenance 143(3)(i) of the Act, we are also responsible for expressing
of adequate internal financial controls, that were operating our opinion on whether the Company and its subsidiary
effectively for ensuring accuracy and completeness of companies which are companies incorporated in India
the accounting records, relevant to the preparation and and its associate, have adequate internal financial
presentation of the financial statements that give a true and controls system in place and the operating effectiveness
fair view and are free from material misstatement, whether of such controls.
due to fraud or error, which have been used for the purpose
of preparation of the consolidated financial statements by the • Evaluate the appropriateness of accounting policies
Directors of the Holding Company, as aforesaid. used and the reasonableness of accounting estimates
and related disclosures made by management.
In preparing the consolidated financial statements, the
respective Board of Directors of the companies and • Conclude on the appropriateness of management’s use
Management of the LLPs included in the Group and its of the going concern basis of accounting and, based
associate are responsible for assessing the ability of on the audit evidence obtained, whether a material
the Group to continue as a going concern, disclosing, as uncertainty exists related to events or conditions that
applicable, matters related to going concern and using the may cast significant doubt on the ability of the Group
going concern basis of accounting unless the management and its associate to continue as a going concern.
either intends to liquidate the Group and its associate or to If we conclude that a material uncertainty exists, we
cease operations, or has no realistic alternative but to do so. are required to draw attention in our auditor’s report
to the related disclosures in the consolidated financial
The respective Board of Directors of the companies and statements or, if such disclosures are inadequate, to
Management of the LLPs included in the Group and its modify our opinion. Our conclusions are based on the
associate are responsible for overseeing the financial audit evidence obtained up to the date of our auditor’s
reporting process of the Group and its associate. report. However, future events or conditions may cause
the Group and its associate to cease to continue as
Auditor’s Responsibilities for the Audit of the a going concern.
Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about • Evaluate the overall presentation, structure and content
whether the consolidated financial statements as a whole of the consolidated financial statements, including the
are free from material misstatement, whether due to fraud disclosures, and whether the consolidated financial
or error, and to issue an auditor’s report that includes our statements represent the underlying transactions and
opinion. Reasonable assurance is a high level of assurance, events in a manner that achieves fair presentation.
202
Corporate Overview
• btain sufficient appropriate audit evidence regarding

O subsidiary companies, is based solely on the reports of the
the financial information of the entities or business other auditors.
activities within the Group and its associate to express
an opinion on the consolidated financial statements. Our opinion on the consolidated financial statements, and
We are responsible for the direction, supervision and our report on Other Legal and Regulatory Requirements
performance of the audit of the financial statements below, is not modified in respect of the above matters with
of such entities included in the consolidated financial respect to our reliance on the work done and the reports of
statements of which we are the independent auditors. the other auditors.
For the other entities included in the consolidated
The statements also include financial statements of an
financial statements, which have been audited by other
associate up to the date of sale (i.e. 30th December 2021),
auditors, such other auditors remain responsible for the
as considered in the consolidated financial statements, which
direction, supervision and performance of the audits
have been reviewed by the auditor of the associate.
carried out by them. We remain solely responsible for
our audit opinion.
Our opinion on the Consolidated Financial statements is not
modified in respect of the above matters with respect to or
We communicate with those charged with governance of
reliance on the work done and reports of the other auditors.
the Holding Company and such other entities included in
the consolidated financial statements of which we are the Report on Other Legal and Regulatory Requirements
independent auditors regarding, among other matters, the
1. As required by Section 143(3) of the Act, we report, to the
planned scope and timing of the audit and significant audit
extent applicable, that:
findings, including any significant deficiencies in internal
control that we identify during our audit. a) We have sought and obtained all the information
and explanations which to the best of our
We also provide those charged with governance with a
knowledge and belief were necessary for the
statement that we have complied with relevant ethical purposes of our audit of the aforesaid consolidated
requirements regarding independence, and to communicate financial statements.
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and b) In our opinion, proper books of account as required
where applicable, related safeguards. by law relating to preparation of the aforesaid
consolidated financial statements have been
From the matters communicated with those charged with kept so far as it appears from our examination
governance, we determine those matters that were of of those books.
most significance in the audit of the consolidated financial
statements of the current period and are therefore the key c) The Consolidated Balance Sheet, the Consolidated
audit matters. We describe these matters in our auditor’s Statement of Profit and Loss, the Consolidated
report unless law or regulation precludes public disclosure statement of changes in equity and the Consolidated
about the matter or when, in extremely rare circumstances, Cash Flow Statement dealt with by this Report are
we determine that a matter should not be communicated in in agreement with the relevant books of account
our report because the adverse consequences of doing so maintained for the purpose of preparation of the
would reasonably be expected to outweigh the public interest consolidated financial statements.
benefits of such communication.
d) In our opinion, the aforesaid consolidated financial
Other Matters statements comply with the Accounting Standards
specified under Section 133 of the Act.
We did not audit the financial statements of two subsidiary
LLPs and two wholly owned subsidiary companies outside
e) On the basis of the written representations received
India, whose financial statements reflect total assets of
from the directors of the Holding Company as
` 254.16 Millions as at March 31, 2022, total revenues of on March 31, 2022 taken on record by the Board
` 133.66 Millions and net cash inflows amounting to ` 8.89 of Directors of the Holding Company and its
Millions for the year ended on that date, as considered in the subsidiary companies incorporated in India, none of
consolidated financial statements. These financial statements the directors of the Group companies incorporated
have been audited by other auditors whose reports have been in India is disqualified as on March 31, 2022 from
furnished to us by the Management and our opinion on the being appointed as a director in terms of Section
consolidated financial statements, in so far as it relates to 164(2) of the Act.
the amounts and disclosures included in respect of those
subsidiary LLPs, and subsidiary companies, and our report f) With respect to the adequacy of internal financial
in terms of sub-section (3) and (11) of section 143 of the Act, controls over financial reporting of the Companies
in so far as it relates to the aforesaid subsidiary LLPs and incorporated in India and included in the Group and
203
its associate and the operating effectiveness of such behalf of the Ultimate Beneficiaries Refer Note
controls, refer to our separate report in Annexure. 49(i) to the consolidated financial statements.;
g) With respect to the other matters to be included (b) The respective Managements of the
in the Auditor’s Report in accordance with Holding Company, its subsidiaries which
the requirements of section 197(16) of the are companies incorporated in India, whose
Act, as amended: financial statements have been audited
under the Act, have represented to us that,
In our opinion and to the best of our information to the best of their knowledge and belief,
and according to the explanations given to us, the no funds have been received by the Holding
remuneration paid by the holding Company and its Company, its subsidiaries from any person
subsidiary companies incorporated in India to its or entity, including foreign entity (“Funding
managing director during the year is in accordance Parties”), with the understanding, whether
with the provisions of section 197 of the Act. recorded in writing or otherwise, that the
Holding Company, its subsidiaries shall
h) With respect to the other matters to be included in directly or indirectly, lend or invest in other
the Auditor’s Report in accordance with Rule 11 of persons or entities identified in any manner
the Companies (Audit and Auditor’s) Rules, 2014, in whatsoever by or on behalf of the Funding
our opinion and to the best of our information and Party (“Ultimate Beneficiaries”) or provide any
according to the explanations given to us: guarantee, security or the like on behalf of the
Ultimate Beneficiaries Refer Note 49(ii) to the
i. The consolidated financial statements consolidated financial statements.; and
disclose the impact of pending litigations
on the consolidated financial position of the (c) In our opinion and based on the audit
Group and its associate – Refer Note 38 to the procedures we have considered reasonable
and appropriate in the circumstances
consolidated financial statements;
performed by us on the Holding Company,
ii. The Group and its associate did not have its subsidiaries which are companies
any long-term contracts including derivative incorporated in India whose financial
statements have been audited u n d e r
contracts for which there were any material
the Act, nothing has come to our notice
foreseeable losses Refer Note 49(iii) to the
that has caused us to believe that the
consolidated financial statements;
representations under sub-clause (a) and (b)
contain any material misstatement.
iii. There were no amounts which were required
to be transferred to the Investor Education and
v. The dividend declared or paid during the year by
Protection Fund by the Holding Company, its
the Holding Company is in compliance with section
subsidiary companies incorporated in India
123 of the Companies Act, 2013.
and its associate Refer Note 49(iv) to the
consolidated financial statements; 2. With respect to the matters specified in paragraphs 3 (xxi)
and 4 of the Companies ( Auditor’s Report Order, 2020
iv. (a) The respective Managements of the
( the “Order”/ “CARO” ) issued by Central Government
Holding Company, its subsidiaries which in terms of Section 143(11) of the Act, to be included
are companies incorporated in India, whose in the Auditors report, according to the information
financial statements have been audited under and explanation given to us, and based on the CARO
the Act, have represented to us that, to the best report issued by us for the Holding Company and six
of their knowledge and belief, no funds have subsidiaries which are companies incorporated in India,
been advanced or loaned or invested (either included in the consolidated financial statements of the
from borrowed funds or share premium or any Company, to which reporting under CARO is applicable,
other sources or kind of funds) by the company we report that there are no qualifications or adverse
to or in any other person or entity, including remarks in these CARO reports.
foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing or For V. Sankar Aiyar & Co.,
otherwise, that the Intermediary shall, directly Chartered Accountants
or indirectly lend or invest in other persons or (FRN 109208W)
entities identified in any manner whatsoever
by or on behalf of the Holding Company, its (G.SANKAR)
subsidiaries (“Ultimate Beneficiaries”) or Place: Mumbai (M.No.46050)
provide any guarantee, security or the like on Date: April 26, 2022 UDIN: 22046050AHUKQO5645
204
Corporate Overview
Annexure B
Annexure referred to in our report of even date to the members risks of material misstatement of the financial statements,
of IIFL Securities Limited on the consolidated accounts for whether due to fraud or error.
the year ended 31st March 2022
We believe that the audit evidence we have obtained, is
Report on the Internal Financial Controls under Clause (i) sufficient and appropriate to provide a basis for our audit
of Sub-section 3 of Section 143 of the Companies Act, opinion on the internal financial controls system over financial
2013 (“the Act”) reporting of the Parent and its subsidiary companies which are
incorporated in India.
We have audited the internal financial controls over financial
reporting of IIFL Securities Limited (hereinafter referred to Meaning of Internal Financial Controls Over Financial
as “the Holding Company”) and its subsidiary companies Reporting
incorporated in India (hereinafter collectively referred to as
A company’s internal financial control over financial reporting is
“the Group”) as of March 31, 2022, which are companies
a process designed to provide reasonable assurance regarding
incorporated in India, as of that date
the reliability of financial reporting and the preparation of
Management’s Responsibility for Internal Financial financial statements for external purposes in accordance
Controls with generally accepted accounting principles. A company’s
internal financial control over financial reporting includes those
The respective Board of Directors of the Holding Company and policies and procedures that (1) pertain to the maintenance of
its subsidiary companies are responsible for establishing and records that, in reasonable detail, accurately and fairly reflect the
maintaining internal financial controls based on the internal transactions and dispositions of the assets of the company; (2)
control over financial reporting criteria established by the provide reasonable assurance that transactions are recorded
Company considering the essential components of internal as necessary to permit preparation of financial statements in
control stated in the Guidance Note on Audit of Internal ` accordance with generally accepted accounting principles, and
Financial Controls Over Financial Reporting (“the Guidance that receipts and expenditures of the company are being made
Note”) issued by the Institute of Chartered Accountants of only in accordance with authorisations of management and
India. These responsibilities include the design, implementation directors of the company; and (3) provide reasonable assurance
and maintenance of adequate internal financial controls that regarding prevention or timely detection of unauthorised
were operating effectively for ensuring the orderly and efficient acquisition, use, or disposition of the company’s assets that
conduct of its business, including adherence to respective could have a material effect on the financial statements.
company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy Inherent Limitations of Internal Financial Controls
and completeness of the accounting records, and the timely Over Financial Reporting
preparation of reliable financial information, as required under Because of the inherent limitations of internal financial
the Companies Act, 2013. controls over financial reporting, including the possibility
of collusion or improper management override of controls,
Auditors’ Responsibility material misstatements due to error or fraud may occur and
Our responsibility is to express an opinion on the internal not be detected. Also, projections of any evaluation of the
financial controls over financial reporting of the Holding and internal financial controls over financial reporting to future
its subsidiary companies which are incorporated in India, periods are subject to the risk that the internal financial control
based on our audit. We conducted our audit in accordance over financial reporting may become inadequate because of
with the Guidance Note on Audit of Internal Financial Controls changes in conditions, or that the degree of compliance with
Over Financial Reporting (the “Guidance Note”) issued by the policies or procedures may deteriorate.
the Institute of Chartered Accountants of India and the
Standards on Auditing, prescribed under Section 143(10) of the Opinion
Companies Act, 2013, to the extent applicable to an audit of In our opinion, the Holding Company, its subsidiary companies
internal financial controls. Those Standards and the Guidance incorporated in India have, in all material respects, an adequate
Note require that we comply with ethical requirements and plan internal financial controls system over financial reporting
and perform the audit to obtain reasonable assurance about and such internal financial controls over financial reporting
whether adequate internal financial controls over financial were operating effectively as at March 31, 2022 based on the
reporting was established and maintained and if such controls internal control over financial reporting criteria established
operated effectively in all material respects. by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal
Our audit involves performing procedures to obtain audit Financial Controls Over Financial Reporting issued by the
evidence about the adequacy of the internal financial Institute of Chartered Accountants of India.
controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over For V. Sankar Aiyar & Co.,
financial reporting included obtaining an understanding of Chartered Accountants
internal financial controls over financial reporting, assessing the (FRN 109208W)
risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control (G.SANKAR)
based on the assessed risk. The procedures selected depend Place: Mumbai (M.No.46050)
on the auditor’s judgement, including the assessment of the Date: April 26, 2022 UDIN: 22046050AHUKQO5645
205
Consolidated Balance Sheet

as at March 31, 2022
(` in Million)
Particulars Note No. As at As at
March 31, 2022 March 31, 2021
ASSETS
(a) Cash and cash equivalents 3 10,948.28 2,780.61
(b) Bank Balance other than (a) above 4 26,453.23 13,994.78
(c) Receivables
(I) Trade receivables 5 282.41 342.72
(II) Other receivables 5 177.61 108.83
(d) Loans 6 4,733.31 980.41
(e) Investments 7 2,275.48 737.45
(f) Other financial assets 8 9,897.35 9,872.50
Sub-total 54,767.67 28,817.30
(a) Current tax assets (net) 380.49 432.75
(b) Deferred tax assets (net) 9 236.49 213.61
(c) Investment property 10 765.79 939.17
(d) Property, Plant and Equipment 11 2,853.09 2,572.85
(e) Capital work-in-progress 11 25.49 465.51
(f) Inventories 12 - 23.25
(g) Other intangible assets 13 928.83 1,151.89
(h) Assets held for sale 14 - 305.75
(i) Right of use asset 15 273.77 217.45
(j) Other non-financial assets 16 178.87 301.72
Sub-total 5,642.82 6,623.95
Total Assets 60,410.49 35,441.25
LIABILITIES
(a) Payables
(I) Trade payables
(i) Total outstanding dues of micro enterprises - -
and small enterprises
(ii) Total outstanding dues of creditors other 17 16.55 43.23
than micro enterprises and small enterprises
(II) Other payables
(i) Total outstanding dues of micro enterprises - -
and small enterprises
(ii) Total outstanding dues of creditors other 17 928.08 371.09
than micro enterprises and small enterprises
(b) Borrowings (other than debt securities) 18 6,070.41 2,915.88
(c) Other financial liabilities 19 40,964.45 22,142.27
Sub-total 47,979.49 25,472.47
(a) Current tax liabilities (net) 140.49 27.71
(b) Provisions 20 63.70 47.32
(c) Other non-financial liabilities 21 408.89 218.00
Sub-total 613.08 293.03
(3) Equity
(a) Equity share capital 22 607.87 605.87
(b) Other equity 23 11,211.89 9,071.51
(c) Non controlling interest 24 (1.84) (1.63)
Sub-total 11,817.92 9,675.75
Total Liabilities and Equity 60,410.49 35,441.25
See accompanying notes forming part of the consolidated 1 - 50
financial statements


206
Corporate Overview
Consolidated Statement of Profit and Loss

(` in Million)
Particulars Note No. For the year ended For the year ended
March 31, 2022 March 31, 2021
1. Revenue from operations
(a) Interest income 25 1,794.13 747.77
(b) Rental income 159.85 211.37
(c) Fees and commission income 26 10,369.29 6,949.37
Total revenue from operations (a+b+c) 12,323.27 7,908.51
2. Other income 27 840.84 767.69
3. Total income (1+2) 13,164.11 8,676.20
4. Expenses
(a) Finance costs 28 1,015.33 496.25
(b) Fees and commission expense 29 2,103.57 1,177.01
(c) Employee benefits expenses 30 3,240.56 2,113.09
(d) Depreciation, amortization and impairment 31 634.56 458.76
(e) Other expenses 32 2,150.51 1,585.38
Total expenses (a+b+c+d+e) 9,144.53 5,830.49
5. Profit before share of profit/(loss) of associates and joint 4,019.58 2,845.71
ventures (3 - 4)
6. Share of profit/(loss) of associates and joint ventures 1.45 1.63
7. Profit before exceptional items and tax (5 + 6) 4,021.03 2,847.34
9. Profit before tax (7 + 8) 4,021.03 2,847.34
10. Tax expense:
(a) Current Tax 33 998.28 648.70
(b) Deferred Tax 33 (22.94) (12.46)
(c) Short/excess 33 (12.62) 8.05
Total tax expenses (a+b+c) 962.72 644.29
11. Profit for the period (9 - 10) 3,058.31 2,203.05
Attributable to:
Owners of the Company 3,060.57 2,203.35
Non controlling interest (2.26) (0.30)
12. Other Comprehensive Income
(A)
(i) Items that will not be reclassified to profit or loss
a) Remeasurements of the defined benefit plans (2.14) 9.77
(ii) Income tax relating to items that will not be reclassified 0.54 (2.46)
to profit or loss
Subtotal (A) (1.60) 7.31
(B)
(i) Items that will be reclassified to profit or loss - -
(ii) Income tax relating to items that will be reclassified - -
to profit or loss
Subtotal (B) - -
Other Comprehensive Income (A + B) (1.60) 7.31
13. Total Comprehensive Income for the period (11 + 12) 3,056.71 2,210.36
Attributable to:
Owners of the Company 3,058.97 2,210.66
Non controlling interest 24 (2.26) (0.30)
Earnings per equity share
Basic (in `) 34 10.09 6.97
Diluted (in `) 34 9.94 6.91
See accompanying notes forming part of the consolidated 1 - 50
financial statements



207
208
Consolidated Statement of Changes in Equity
A. Equity share capital

As at March 31, 2022 As at March 31, 2021
Particulars No. of Shares (` in Million) No. of Shares (` in Million)
Changes in Equity Share Capital due to prior period errors - - - -
Restated balance at the beginning of the current reporting period - - - -
Add:- Shares issued pursuant to composite scheme of arrangement - - - -
Add: Shares issued during the year under ESOP Scheme 1,000,900 2.00 326,262 0.65
Less: Buyback of Shares (Refer note 22) - - (17,000,394) (34.00)
B. Other equity
(` in Million)
Particulars Reserves and Surplus Share Other items Exchange Total
General Capital Debenture Capital Securities Retained options of other differences
reserve redemption redemption reserve premium earnings outstanding comprehensive on translating
reserve reserve account income the financial
statements of a
foreign operation
Balance as at April 01,2021 461.48 34.00 - 660.72 1,199.17 6,667.30 46.52 (11.15) 13.47 9,071.51
Changes in Equity Share Capital due to - - - - - - - - - -
prior period errors
Restated balance at the beginning of the - - - - - - - - - -
Total comprehensive income for the year - - - - - 3,060.57 - (1.60) - 3,058.97
Appropriation towards dividend paid - - - - - (911.58) - - - (911.58)
Transfer to/from reserves 3.34 - - - - - (3.34) - - -
Share issue expenses - - - - (83.30) - - - - (83.30)
Other additions - - - - 34.32 0.16 38.15 - 3.66 76.29
Balance as at March 31, 2022 464.82 34.00 - 660.72 1,150.19 8,816.45 81.33 (12.75) 17.13 11,211.89
Consolidated Statement of Changes in Equity (Contd.)
(` in Million)
Particulars Reserves and Surplus Share Other items Exchange Total
General Capital Debenture Capital Securities Retained options of other differences

reserve redemption redemption reserve premium earnings outstanding comprehensive on translating
reserve reserve account income the financial
statements of a
foreign operation
Balance as at April 1, 2020 414.81 - 45.29 660.72 2,244.96 4,766.89 28.84 (18.46) 15.62 8,158.67
Changes in Equity Share Capital due to - - - - - - - - - -
prior period errors
Total comprehensive income for the year - - - - - 2,203.35 - 7.31 - 2,210.66
Transfer to/from reserves 46.67 - (45.29) - 2.34 - (3.72) - - -
Buyback of Equity shares (Refer note 22) - - - - (832.81) - - - - (832.81)
Buyback expenses including tax (Refer note 22) - - - - (190.83) - - - - (190.83)
Creation of Capital Redemption Reserve - 34.00 - - (34.00) - - - - -
(Refer note 22)
Other additions - - - - 9.51 - 21.40 - (2.15) 28.76
See accompanying notes forming part of the consolidated financial statements (1 - 50)



209
Statutory Reports
Corporate Overview
Consolidated Cash Flow Statement

(` in Million)
Particulars For the year ended For the year ended
March 31, 2022 March 31, 2021
Cash flows from operating activities
Net profit before taxation 4,021.03 2,847.34
Adjustments for:
Depreciation, amortisation and impairment 634.56 458.76
Interest expenses 1,015.33 496.25
Foreign exchange fluctuation 3.66 (2.15)
Gain and loss on termination of finance lease (5.73) (5.50)
Employee share based payment 38.15 21.40
Provision for gratuity (7.00) (2.42)
Provision for expenses 893.85 362.11
Dividend income (16.75) (34.18)
Share of (profit)/loss of associates and joint ventures (1.45) (1.63)
Interest income (162.59) (169.60)
Net (gain)/loss on financial instrument (433.21) (284.61)
Net (gain) on sale of fixed assets (107.62) (65.70)
Operating profit before working capital changes 5,935.93 3,667.39
(Increase)/decrease in other bank balances (12,214.50) (7,164.65)
(Increase)/decrease in loans (3,752.90) (737.12)
(Increase)/decrease in trade and other receivables (8.47) (66.13)
(Increase)/decrease in other financial assets (19.99) (5,403.98)
(Increase)/decrease in inventories 23.25 109.48
(Increase)/decrease in other non-financial assets 261.80 210.15
Increase/(decrease) in trade and other payable (363.54) (321.51)
Increase/(decrease) in other financial liabilities 18,763.96 11,959.94
Increase/(decrease) in provisions (47.32) (35.77)
Increase/(decrease) in non-financial liabilities 190.88 (117.23)
Cash generated from operations 8,769.10 2,100.57
Current tax expense (820.01) (582.14)
Net cash generated from operating activities (A) 7,949.09 1,518.43
Cash flows from investing activities
Purchase of fixed assets (178.26) (1,525.17)
Sale of fixed assets 452.68 897.41
(Investment)/redemption of fixed deposit (243.95) 41.28
(Purchase)/Sale of Current Investment (net) (778.19) 83.37
Purchase of Investment (3,211.46) (7,725.80)
Sale of Investment 2,970.36 9,537.40
Net cash generated / (used) in investing activities (B) (857.84) 1,475.33
Cash flows from financing activities
Dividend paid (911.58) (302.94)
Proceeds from Borrowings 3,487.89 6,675.85
Repayment of Borrowings (1,142.09) (5,054.21)
Increase/(decrease) in short term borrowings 800.00 (3,293.60)
Proceed from issuance of share capital 36.32 10.17
Share issue expenses (83.30) -
Buyback of Equity Shares (including tax and other expenses) - (1,057.65)
Repayment of lease liabilities (129.21) (113.93)
Interest expenses (981.61) (477.15)
Net cash generated / (used) in financing activities (C) 1,076.42 (3,613.46)
Net Increase / (decrease) in cash and cash equivalents (A+B+C) 8,167.67 (619.70)
Cash and cash equivalents at the beginning of the year 2,780.61 3,400.31
Cash and cash equivalents at the end of the year 10,948.28 2,780.61
See accompanying notes forming part of the consolidated financial statements (1 - 50)
210
Corporate Overview
Notes forming part of Consolidated Financial Statements

Note 1. Corporate Information: Fair value measurements under Ind AS are categorised into
The financial statements comprise financial statements Level 1, 2, or 3 based on the degree to which the inputs to the
of IIFL Securities Limited (“the Holding Company”) and fair value measurements are observable and the significance
its subsidiaries (collectively, the group) for the year ended of the inputs to the fair value measurement in its entirety,
March 31, 2022. which are described as follows:
IIFL Securities Limited (“the Company”) was incorporated on - Level 1 inputs are quoted prices (unadjusted) in active
March 21, 1996. The Company is in financial services spaces markets for identical assets or liabilities that the Group
offering capital market services such as equity, currency and can access at measurement date;
commodity broking, depository participant services, merchant
banking and distribution of financial products besides holding - Level 2 inputs are inputs, other than quoted prices
investments in subsidiaries. The group business also consist included within level 1, that are observable for the asset
of financial services, facilities and ancillary services including or liability, either directly or indirectly; and
real estate broking/ advisory services and insurance broking
- Level 3 inputs are unobservable inputs for the valuation
services which are carried out by separate subsidiaries
of assets or liabilities.
of the Company.
a) Key Accounting Estimates And Judgements

Information on other related party relationships of the group
is provided in note 44. The preparation of the financial statements in conformity
with Ind AS requires the Management to make estimates,
Note: 1.1 Purpose and Basis of Accounting and judgements and assumptions. These estimates,
Preparation of Financial Statements judgements and assumptions affect the application of
The financial statements have been prepared in accordance accounting policies and the reported amounts of assets
and liabilities, the disclosures of contingent assets and
with the Indian Accounting Standards (Ind AS) on the historical
liabilities at the date of the financial statements and
cost basis except for certain financial instruments that are
reported amounts of revenues and expenses during
measured at fair values at the end of each reporting period
the period. Accounting estimates could change from
as explained in the accounting policies below ,the relevant
period to period. Actual results could differ from those
provisions of The Companies Act, 2013 (“Act”)
estimates. Appropriate changes in estimates are made
Accounting policies have been consistently applied except as the Management becomes aware of changes in
where a newly issued accounting standard is initially adopted circumstances surrounding the estimates. Changes in
or a revision to an existing accounting standard requires a estimates are reflected in the financial statements in
change in the accounting policy hitherto in use. the period in which changes are made and, if material,
their effects are disclosed in the notes to the financial
Historical cost is generally based on the fair value of the statements. The Group makes certain judgments and
consideration given in exchange for goods and services. estimates for valuation and impairment of financial
instruments, fair valuation of employee stock options,
Fair value is the price that would be received to sell an useful life of property, plant and equipment, deferred
asset or paid to transfer a liability in an orderly transaction tax assets, retirement benefit obligations and lease
between market participants at the measurement date, arrangements. Management believes that the estimates
regardless of whether that price is directly observable or used in the preparation of the financial statements are
estimated using another valuation technique. In estimating prudent and reasonable.
the fair value of an asset or a liability, the Group takes into
account the characteristics of the asset or liability if market b) Statement of compliance
participants would take those characteristics into account These financial statements are prepared in accordance
when pricing the asset or liability at the measurement date. with Indian Accounting Standards (Ind AS) prescribed
Fair value for measurement and/ or disclosure purposes in under Sec 133 of the Companies Act (“the Act) read with
these financial statements is determined on such a basis, Rule 3 of the Companies (Indian Accounting Standards)
except for share based payment transactions that are within Rules, 2015 and relevant amendment rules issued
the scope of Ind AS 102, leasing transactions that are within thereafter and under the historical cost convention on
the scope of Ind AS 116, and measurements that have some accrual basis except for certain financial instruments
similarities to fair value but are not fair value, such value in which are measured at fair value (refer accounting policy
use in Ind AS 36. on financial instruments).
211

Accordingly, the Group has prepared these Consolidated Ministry of Corporate Affairs (MCA). The Statement
Financial Statements which comprise the Balance of Cash Flows has been prepared and presented as
Sheet as at March 31, 2022, the Statement of per the requirements of Ind AS 7 “Statement of Cash
Profit and Loss for the year ended March 31, 2022, Flows”. The disclosure requirements with respect
the Statement of Cash Flows for the year ended to items in the Balance Sheet and Statement of
March 31, 2022 and the Statement of Changes Profit and Loss, as prescribed in the Schedule III to
in Equity for the year ended as on that date, and the Act, are presented by way of notes forming part
accounting policies and other explanatory information of the Financial Statements along with the other
(together hereinafter referred to as ‘Consolidated notes required to be disclosed under the notified
Financial Statements’ or ‘financial statements’). Accounting Standards. The Financial Statements are
All the accounting policies adopted by the Group have presented in million, except when otherwise indicated.
been consistently applied in all the financial years Amount which is less than ` 0.01 million is shown as
presented in these financial statements. ` 0.00 million.
c) Basis of Preparation of financial statements: The Consolidated financial statements for the year
These Financial Statements of the Group are presented ended March 31, 2022 are being authorized for issue
as per Schedule III (Division III) of the Companies in accordance with a resolution of the directors on
Act, 2013 applicable to NBFCs, as notified by the April 26, 2022.
d) List of Subsidiaries Consolidated

The individual Balance Sheet as at March 31, 2022, Statement of Profit and Loss and cash flow statement for the year
ended March 31, 2022 of following subsidiaries are included in consolidation:
Name of the entity Country % of holding and voting power either

of Incorporation directly or indirectly through subsidiary
As at As at
March 31, 2022 March 31, 2021
IIFL Commodities Limited India 100% 100%
IIFL Management Services Limited India 100% 100%
Livlong Insurance Brokers Limited (Formerly India 100% 100%
known as IIFL Insurance Brokers Limited)
IIFL Facilities Services Limited India 100% 100%
IIFL Securities Services IFSC Limited India 100% 100%
Livlong Protection & Wellness Services Limited India 95% 100%
(Formerly known as IIFL Corporate Services
Limited) (Formerly known as IIFL Asset
Reconstruction Limited)#
IIFL Capital Inc. United 100% 100%
States of America
IIFL Wealth (UK) Limited United Kingdom 100% 100%
Shreyans Foundation LLP* India 99% 99%
Meenakshi Towers LLP* India 100% 100%
* IIFL Facilities Services Limited, a wholly owned subsidiary of company, has acquired 99% stake on April 1, 2019 in Shreyans Foundations
LLP which is holding 50% stake in Meenakshi Tower LLP, a joint venture between another wholly owned subsidiary of the company,
IIFL Management Services Limited and Shreyans Foundations LLP. Pursuant to this, Meenakshi Tower LLP has become subsidiary
of the company.
# The Company has sold 5% stake in Livlong Protection & Wellness Services Limited (Formerly known as IIFL Corporate Services Limited,
Formerly known as IIFL Asset Reconstruction Limited)on December 1, 2021.
212
Corporate Overview

Note 2. Significant Accounting Policies recognising its share of further losses. Additional losses
a) Basis of consolidation are recognised only to the extent that the Group has
incurred legal or constructive obligations or made
i) Subsidiaries
payments on behalf of the associate or joint venture.
Company consolidates entities which it owns or If the associate or joint venture subsequently reports
controls. The consolidated financial statements profits, the entity resumes recognising its share of those
comprise the financial statements of the Company profits only after its share of the profits equals the share
and subsidiaries as disclosed in Note 45. Control exists of losses not recognised.
when the parent has power over the entity, is exposed, or
has rights, to variable returns from its involvement with The aggregate of the Group’s share of profit or loss of an
the entity and has the ability to affect those returns by associate and a joint venture is shown on the face of the
using its power over the entity. Power is demonstrated statement of profit and loss.
through existing rights that give the ability to direct
relevant activities, those which significantly affect the After application of the equity method, the Group
entity’s returns. Subsidiaries are consolidated from the determines whether it is necessary to recognise an
date control commences until the date control ceases. impairment loss on its investment in its joint venture.
The financial statements of the Group Companies are At each reporting date, the Group determines whether
consolidated on a line-by-line basis and intra-group there is objective evidence that the investment in the joint
balances and transactions including unrealised gain venture is impaired. If there is such evidence, the Group
/ loss from such transactions are eliminated upon calculates the amount of impairment as the difference
between the recoverable amount of the joint venture and
consolidation. If a member of the Group uses accounting
its carrying value, and then recognize the loss as ‘Share
policies other than those adopted in the consolidated
of profit of a joint venture’ in the consolidated statement
financial statements for like transactions and events
of profit or loss.
in similar circumstances, appropriate adjustments are
made to that Group member’s financial statements
Upon loss of joint control over the joint venture, the Group
in preparing the consolidated financial statements to
measures and recognises any retained investment at its
ensure conformity with the Group’s accounting policies. fair value. Any difference between the carrying amount
Non-controlling interests, which represent part of the of the joint venture upon loss of joint control and the
net profit or loss and net assets of subsidiaries that fair value of the retained investment and proceeds from
are not, directly or indirectly, owned or controlled by the disposal is recognised in profit or loss.
Company, are excluded.
The financial statements of the associate or joint venture
ii) Associates and joint ventures are prepared for the same reporting period as the Group.
An associate is an entity over which the Group has When necessary, adjustments are made to bring the
significant influence. A joint venture is a type of joint accounting policies in line with those of the Group.
arrangement whereby the parties that have joint control
of the arrangement have rights to the net assets of b) Business Combinations:
the joint venture. Business combinations (not involving entities under
common control) are accounted for using the
The Group’s investments in its associate and joint acquisition method. At the acquisition date, identifiable
venture are accounted for under the equity method. assets acquired and liabilities assumed are measured
Under the equity method the investment in a joint venture at fair value. For this purpose, the liabilities assumed
is initially recognized at cost. The carrying amount of include contingent liabilities representing present
the investment is adjusted to recognize changes in the obligation and they are measured at their acquisition
Group’s share of net assets of the joint venture since the date fair values irrespective of the fact that outflow
acquisition date. Goodwill relating to the joint venture is of resources embodying economic benefits is not
included in the carrying amount of the investment and is probable. The consideration transferred is measured at
not tested for impairment individually. fair value at acquisition date and includes the fair value
of any contingent consideration. However, deferred
If an entity’s share of losses of an associate or a joint tax asset or liability and any liability or asset relating
venture equals or exceeds its interest in the associate or to employee benefit arrangements arising from a
joint venture (which includes any long term interest that, business combination are measured and recognized in
in substance, form part of the Group’s net investment accordance with the requirements of Ind AS 12, Income
in the associate or joint venture), the entity discontinues Taxes and Ind AS 19, Employee Benefits, respectively.
213

Where the consideration transferred exceeds the purchase taxes or levies, directly attributable cost of
fair value of the net identifiable assets acquired and bringing the asset to its working condition for its intended
liabilities assumed, the excess is recorded as goodwill. use and the initial estimate of decommissioning,
Alternatively, in case of a bargain purchase wherein the restoration and similar liabilities, if any. Any trade
consideration transferred is lower than the fair value of the discounts and rebates are deducted in arriving at the
net identifiable assets acquired and liabilities assumed, purchase price. Cost includes cost of replacing a part of
the difference is accumulated in equity as capital reserve. a plant and equipment if the recognition criteria are met.
The costs of acquisition excluding those relating to issue Expenses directly attributable to new manufacturing
of equity or debt securities are charged to the Statement facility during its construction period are capitalized
of Profit and Loss in the period in which they are incurred. if the recognition criteria are met. Expenses related to
plans, designs and drawings of buildings or plant and
Business combinations involving entities under common machinery is capitalized under relevant heads of property,
control are accounted for using the pooling of interests plant and equipment if the recognition criteria are met.
method. The net assets of the transferor entity or
business are accounted at their carrying amounts on the Items such as spare parts, stand-by equipment
date of the acquisition subject to necessary adjustments and servicing equipment that meet the definition of
required to harmonies accounting policies. Any excess property, plant and equipment are capitalized at cost
or shortfall of the consideration paid over the share and depreciated over their useful life. Costs in nature
capital of transferor entity or business is recognised as of repairs and maintenance are recognized in the
capital reserve under other equity. Statement of Profit and Loss as and when incurred.
c) Goodwill: Gains or losses arising from disposal or retirement of

tangible Property, plant and equipment are measured as
Goodwill is an asset representing the future economic
the difference between the net disposal proceeds and
benefits arising from other assets acquired in a business
the carrying amount of the asset and are recognised net,
combination that are not individually identified and
within “Other Income” or “Other Expenses”, as the case
separately recognized. Goodwill is initially measured at
maybe, in the Statement of Profit and Loss in the year of
cost, being the excess of the consideration transferred
disposal or retirement.
over the net identifiable assets acquired and liabilities
assumed, measured in accordance with Ind AS 103 – When the use of a property changes from owner-occupied
Business Combinations. to investment property, the property is reclassified as
investment property as its carrying amount on the date
Goodwill is considered to have indefinite useful life
of reclassification.
and hence is not subject to amortization but tested for
impairment at least annually. After initial recognition, On transition to Ind AS, the Group has elected to continue
goodwill is measured at cost less any accumulated with the carrying value for all of its PPE recognized as at
impairment losses. April 1, 2017 measured as per the previous GAAP and
use that varying value as the deemed cost of the PPE.
d) Property, Plant & Equipment (PPE)
Measurement at recognition: Depreciation:
An item of property, plant and equipment that qualifies Depreciation on each item of property, plant and
as an asset is measured on initial recognition at cost. equipment is provided using the Straight-Line Method
Following initial recognition, items of property, plant based on the useful lives of the assets as estimated by
and equipment are carried at its cost less accumulated the management and is charged to the Statement of
depreciation and accumulated impairment losses. Profit and Loss. The estimate of the useful life of the
assets has been assessed based on technical advice
The group identifies and determines cost of each part of which considers the nature of the asset, the usage of
an item of PPE separately, if the part has a cost which the asset, expected physical wear and tear, the operating
is significant to the total cost of that item of property, conditions of the asset, anticipated technological
plant and equipment and has useful life that is materially changes, manufacturers warranties and maintenance
different from that of the remaining item. support, etc. Significant components of assets identified
separately pursuant to the requirements under Schedule
The cost of an item of PPE comprises of its purchase II of the Companies Act, 2013 are depreciated separately
price including import duties and other non-refundable over their useful life.
214
Corporate Overview

Freehold land is not depreciated. Leasehold land and at date of acquisition. Internally generated intangibles
Leasehold improvements are amortized over the including research cost are not capitalized and the
period of lease. related expenditure is recognized in the Statement of
Profit and Loss in the period in which the expenditure is
The useful lives, residual values of each part of an item incurred. Following initial recognition, intangible assets
of property, plant and equipment and the depreciation with finite useful life are carried at cost less accumulated
methods are reviewed at the end of each financial amortization and accumulated impairment loss, if
year. If any of these expectations differ from previous any. Intangible assets with indefinite useful lives,
estimates, such change is accounted for as a change in that are acquired separately, are carried at cost/fair
an accounting estimate. value at the date of acquisition less accumulated
impairment loss, if any.
Estimates of useful lives of property, plant and
equipment Expenditure on software development eligible for
Class of assets Useful life in years capitalisation are carried as Intangible assets under
Buildings 20 development where such assets are not yet ready for
Computers 3 their intended use.
Electrical equipment 5
Office equipment 5 On transition to Ind AS, the Group has elected to
continue with the carrying value for all its intangible
Furniture and fixtures 5
assets as recognised as at April 1, 2017 measured as
Vehicles 5
per the previous GAAP and use that carrying value as the
* For these class of assets, based on internal assessment and deemed cost of the Intangible Assets.
independent technical evaluation carried out by external valuers
the management believes that the useful lives as given above
best represent the period over which management expects to Amortization:
use these assets. Hence the useful lives for these assets are Intangible Assets with finite lives are amortized on a
different from the useful lives as prescribed under Part C of
Straight Line basis over the estimated useful economic
Schedule II of the Companies Act 2013
life. The amortization expense on intangible assets
with finite lives is recognized in the Statement of
Depreciation / Amortization is charged on pro-rata
on monthly basis on assets, from / upto the month of Profit and Loss.
capitalization / sale, disposal / earmarked for disposal.
The amortization period and the amortization method for
Derecognition: The carrying amount of an item of
an intangible asset with finite useful life is reviewed at the
property, plant and equipment is derecognized on end of each financial year. If any of these expectations
disposal or when no future economic benefits are differ from previous estimates, such change is accounted
expected from its use or disposal. The gain or loss arising for as a change in an accounting estimate.
from the de-recognition of an item of property, plant and
equipment is measured as the difference between the Estimated useful economic life of the assets is as under:
net disposal proceeds and the carrying amount of the Class of assets Useful life in years
item and is recognized in the Statement of Profit and
Commercial Rights 5
Loss when the item is derecognized.
Other Intangible assets Remaining useful
Capital work in progress and Capital advances: life of base asset
Cost of assets not yet ready for intended use, as on the Software 3
Balance Sheet date, is shown as capital work in progress.
Advances given towards acquisition of fixed assets Derecognition:
outstanding at each Balance Sheet date are disclosed The carrying amount of an intangible asset is
as Other Non-Financial Assets. derecognized on disposal or when no future economic
benefits are expected from its use or disposal. The gain
e) Intangible assets: or loss arising from the de-recognition of an intangible
Measurement at Recognition: asset is measured as the difference between the net
Intangible assets acquired separately are measured on disposal proceeds and the carrying amount of the
initial recognition at cost. Intangible assets arising on intangible asset and is recognized in the Statement of
acquisition of business are measured at fair value as Profit and Loss when the asset is derecognized.
215

f) Investment Property g) Impairment of Non-Financial Assets:

Measurement at Recognition: Assets that have an indefinite useful life, for example
Investment properties are properties held to earn rentals goodwill, are not subject to amortization and are
or for capital appreciation, or both. Investment properties tested for impairment annually and whenever there
are measured initially at cost, including transaction costs. is an indication that the asset may be impaired.
The cost comprises purchase price, borrowing cost if Assets that are subject to depreciation and amortization
capitalization criteria are met and directly attributable are reviewed for impairment, whenever events or
cost of bringing the asset to its working condition for changes in circumstances indicate that carrying amount
the intended use. Subsequent to initial recognition, may not be recoverable. Such circumstances include,
investment property are stated at cost less accumulated though are not limited to, significant or sustained decline
depreciation and accumulated impairment loss, if any. in revenues or earnings and material adverse changes in
Depreciation on investment property has been provided the economic environment.
as per the useful life prescribed in Schedule II to the
Companies Act, 2013. An impairment loss is recognized whenever the carrying
amount of an asset or its cash generating unit (CGU)
Subsequent costs are included in the asset’s
exceeds its recoverable amount. The recoverable
carrying amount or recognised as a separate asset,
amount of an asset is the greater of its fair value less
as appropriate, only when it is probable that future
cost to sell and value in use. To calculate value in use,
economic benefits associated with the item will flow
the estimated future cash flows are discounted to their
to the group. Though the Group measures investment
property using cost based measurement, the fair value present value using a pre-tax discount rate that reflects
of investment property is disclosed in the notes. current market rates and the risk specific to the asset.
For an asset that does not generate largely independent
Fair values are determined based on an annual evaluation cash inflows, the recoverable amount is determined for
performed by an accredited external independent valuer the CGU to which the asset belongs. Fair value less cost
who holds a recognised and relevant professional to sell is the best estimate of the amount obtainable
qualification and has experience in the category of the from the sale of an asset in an arm’s length transaction
investment property being valued. between knowledgeable, willing parties, less the cost of
disposal. Impairment losses, If any, are recognized in the
On transition to Ind AS, the Group has elected to continue Statement of Profit and Loss and included in depreciation
with the carrying value for all investment property as
and amortization expenses. . After impairment (if any),
recognised in its IGAAP financials as deemed cost at the
depreciation/ amortisation is provided on the revised
transition date of April 01, 2017.
carrying amount of the assets over its remaining life.
Depreciation:
Impairment losses are reversed in the consolidated
Depreciation on each item of Investment property Statement of Profit and Loss only to the extent that
is provided using the Straight-Line Method based
the asset’s carrying amount does not exceed the
on the useful lives of the assets as estimated by the
carrying amount that would have been determined if no
management and is charged to the Statement of Profit
impairment loss had previously been recognized.
and Loss. The estimate of the useful life of the assets
has been assessed based on technical advice which
h) Assets held for sale:
considers the nature of the asset, the usage of the
asset, expected physical wear and tear, the operating The Group classifies assets as held for sale if their
conditions of the asset, anticipated technological carrying amounts will be recovered principally through a
changes, manufacturers warranties and maintenance sale rather than through continuing use. Actions required
support,etc. Freehold land is not depreciated. to complete the sale should indicate that it is unlikely that
significant changes to the sale will be made or that the
Derecognition: decision to sell will be withdrawn. Management must be
Investment properties are derecognised either when they committed to the sale expected within one year from the
have been disposed of or when they are permanently date of classification.
withdrawn from use and no future economic benefit is
expected from their disposal. The difference between Assets held for sale and disposal groups are measured
the net disposal proceeds and the carrying amount of at the lower of their carrying amount or the fair value
the asset is recognised in the statement of profit and less costs to sell. Assets and liabilities classified as held
loss in the period of de-recognition. for sale are presented separately in the balance sheet
216
Corporate Overview

Property, Plant and Equipment and Intangible Subsequent measurement:

Assets once classified as held for sale are not For subsequent measurement, the Group classifies a
depreciated or amortised. financial asset in accordance with the below criteria:
i) Financial Instruments: i) The Group business model for managing the

financial asset and
A financial instrument is any contract that gives rise to
a financial asset of one entity and a financial liability or ii) The contractual cash flow characteristics of the
equity instrument of another entity. financial asset.
Financial instruments also covers contracts to buy Based on the above criteria, the Group classifies its
or sell a non-financial item that can be settled net in financial assets into the following categories:
cash or another financial instrument, or by exchanging
i) Financial assets measured at amortized cost
financial instruments, as if the contracts were financial
instruments, with the exception of contracts that were ii) Financial assets measured at fair value through
entered into and continue to be held for the purpose other comprehensive income (FVTOCI)
of the receipt or delivery of a non-financial item in
iii) Financial assets measured at fair value through
accordance with the entity’s expected purchase, sale or
profit or loss (FVTPL)
usage requirements.
i. Financial assets measured at amortized cost:
Financial assets
A financial asset is measured at the amortized cost if
Initial recognition and measurement:
both the following conditions are met:
Trade Receivables, Loans and Deposits are initially
recognized when they are originated. The Group a) The Group business model objective for managing
recognizes a financial asset in its Balance Sheet when the financial asset is to hold financial assets in
it becomes party to the contractual provisions of order to collect contractual cash flows, and
the instrument. b) The contractual terms of the financial asset give
rise on specified dates to cash flows that are solely
All financial assets are recognized initially at fair value
payments of principal and interest (SPPI) on the
plus, in the case of financial assets not recorded at
principal amount outstanding.
fair value through profit or loss (FVTPL), transaction
costs that are attributable to the acquisition of the
For the purpose of SPPI test, principal is the fair value
financial asset.
of the financial asset at initial recognition. That principal
amount may change over the life of the financial
Where the fair value of a financial asset at initial
recognition is different from its transaction price, the asset (e.g. if there are repayments of principal).
difference between the fair value and the transaction Interest consists of consideration for the time value of
price is recognized as a gain or loss in the Statement money, for the credit risk associated with the principal
of Profit and Loss at initial recognition if the fair value is amount outstanding during a particular period of time
determined through a quoted market price in an active and for other basic lending risks and costs, as well as
market for an identical asset (i.e. level 1 input) or through a profit margin. The SPPI assessment is made in the
a valuation technique that uses data from observable currency in which the financial asset is denominated.
Contractual cash flows that are SPPI are consistent
In case the fair value is not determined using a level with a basic lending arrangement. Contractual terms
1 or level 2 input as mentioned above, the difference that introduce exposure to risks or volatility in the
between the fair value and transaction price is deferred contractual cash flows that are unrelated to a basic
appropriately and recognized as a gain or loss in the lending arrangement, such as exposure to changes in
Statement of Profit and Loss only to the extent that equity prices or commodity prices, do not give rise to
such gain or loss arises due to a change in factor that contractual cash flows that are SPPI.
market participants take into account when pricing the
financial asset. An assessment of business models for managing
financial assets is fundamental to the classification of
Trade receivables that do not contain a significant a financial asset. The Group determines the business
financing component are measured at transaction price. models at a level that reflects how financial assets are
217

managed together to achieve a particular business iii. Investments in equity instruments at FVTOCI:
objective. The Group’s business model does not On initial recognition, the Group can make an irrevocable
depend on management’s intentions for an individual election (on an instrument-by-instrument basis) to
instrument, therefore the business model assessment is present the subsequent changes in fair value in other
performed at a higher level of aggregation rather than on comprehensive income pertaining to investments in
an instrument-by-instrument basis. equity instruments. This election is not permitted if
the equity investment is held for trading. These elected
This category generally applies to cash and bank investments are initially measured at fair value plus
balances, trade receivables, loans and other financial transaction costs. Subsequently, they are measured at
assets of the Group. Such financial assets are fair value with gains and losses arising from changes
subsequently measured at amortized cost using the in fair value recognised in other comprehensive income
effective interest method. and accumulated in the ‘Reserve for equity instruments
through other comprehensive income’. The cumulative
Under the effective interest method, the future cash gain or loss is not reclassified to profit or loss on disposal
receipts are exactly discounted to the initial recognition of the investments. Dividend from these investments
value using the effective interest rate. The cumulative are recognised in the statement of profit and loss when
amortization using the effective interest method the Group’s right to receive dividends is established.
of the difference between the initial recognition As at reporting date, there are no equity instruments
amount and the maturity amount is added to the measured at FVOCI.
initial recognition value (net of principal repayments,
if any) of the financial asset over the relevant period iv. Financial assets measured at FVTPL:
of the financial asset to arrive at the amortized cost
A financial asset is measured at FVTPL unless it is
at each reporting date. The corresponding effect of
measured at amortized cost or at FVTOCI as explained
the amortization under effective interest method is
above. This is a residual category applied to all other
recognized as interest income over the relevant period
investments of the Group excluding investments
of the financial asset.
in subsidiaries associate and joint venture, Such
financial assets are subsequently measured at fair
The amortized cost of a financial asset is also adjusted
value at each reporting date. Fair value changes
for loss allowance, if any.
are recognized in the Statement of Profit and Loss.
Further, the Group, through an irrevocable election at
ii. Financial assets measured at FVTOCI:
initial recognition, has measured certain investments
Financial instruments measured at fair value through in equity instruments at FVTPL. The Group has made
other comprehensive income (FVTOCI) such election on an instrument by instrument basis.
These equity instruments are neither held for trading
Debt instruments that meet the following criteria are nor are contingent consideration recognized under a
measured at fair value through other comprehensive business combination. Pursuant to such irrevocable
income (except for debt instruments that are designated election, subsequent changes in the fair value of such
as at fair value through profit or loss on initial recognition): equity instruments are recognized in Statement of Profit
& Loss. The Group recognizes dividend income from
• the asset is held within a business model whose
such instruments in the Statement of Profit and Loss.
objective is achieved both by collecting contractual
cash flows and selling financial assets; and
Reclassifications:
• the contractual terms of the instrument give rise If the business model under which the Group holds
on specified dates to cash flows that are solely financial assets changes, the financial assets affected
payments of principal and interest on the principal are reclassified. The classification and measurement
amount outstanding. requirements related to the new category apply
prospectively from the first day of the first reporting
Interest income is recognised in profit or loss for FVTOCI period following the change in business model that
debt instruments. Other changes in fair value of FVTOCI results in reclassifying the Group’s financial assets.
financial assets are recognised in other comprehensive During the current financial year and previous accounting
income. When the investment is disposed of, the period there was no change in the business model under
cumulative gain or loss previously accumulated in which the Group holds financial assets and therefore
reserve is transferred to profit or loss. no reclassifications were made. Changes in contractual
218
Corporate Overview

cash flows are considered under the accounting policy In case of trade receivables and lease receivables, the
on Modification and derecognition of financial assets group follows a simplified approach wherein an amount
described below. equal to lifetime ECL is measured and recognised as
loss allowance.
Derecognition:
A financial asset (or, where applicable, a part of a In case of other assets (listed as i and ii above), the group
financial asset or part of a similar financial assets) is determines if there has been a significant increase in
derecognized (i.e. removed from the Balance Sheet) credit risk of the financial asset since initial recognition.
when any of the following occurs: If the credit risk of such assets has not increased
significantly, an amount equal to 12-month ECL is
i. The contractual rights to cash flows from the
measured and recognized as loss allowance. However, if
financial asset expires;
credit risk has increased significantly, an amount equal
ii. The Group transfers its contractual rights to to lifetime ECL is measured and recognised as
receive cash flows of the financial asset and has loss allowance.
substantially transferred all the risks and rewards
of ownership of the financial asset; Subsequently, if the credit quality of the financial asset
improves such that there is no longer a significant
iii. The Group retains the contractual rights to receive
increase in credit risk since initial recognition, the Group
cash flows but assumes a contractual obligation
reverts to recognizing impairment loss allowance based
to pay the cash flows without material delay to
on 12-month ECL.
one or more recipients under a ‘pass-through’
arrangement (thereby substantially transferring
ECL is the difference between all contractual cash
all the risks and rewards of ownership of the
flows that are due to the Group in accordance with the
financial asset);
contract and all the cash flows that the entity expects
iv. The Group neither transfers nor retains, to receive (i.e., all cash shortfalls), discounted at the
substantially all risk and rewards of ownership, and original effective interest rate.
does not retain control over the financial asset.
Lifetime ECL are the expected credit losses resulting
In cases where Group has neither transferred nor from all possible default events over the expected life
retained substantially all of the risks and rewards of of a financial asset. 12-month ECL are a portion of the
the financial asset, but retains control of the financial lifetime ECL which result from default events that are
asset, the Group continues to recognize such financial possible within 12 months from the reporting date.
asset to the extent of its continuing involvement in the
financial asset. In that case, the Group also recognizes ECL are measured in a manner that they reflect unbiased
an associated liability. The financial asset and the and probability weighted amounts determined by a
associated liability are measured on a basis that reflects range of outcomes, taking into account the time value of
the rights and obligations that the Group has retained. money and other reasonable information available as a
result of past events, current conditions and forecasts of
On Derecognition of a financial asset, (except as future economic conditions.
mentioned in ii above for financial assets measured at
FVTOCI), the difference between the carrying amount As a practical expedient, the Group uses a provision
and the consideration received is recognized in the matrix to measure lifetime ECL on its portfolio of
Statement of Profit and Loss. trade receivables. The provision matrix is prepared
based on historically observed default rates over the
Impairment of financial assets: expected life of trade receivables and is adjusted for
The Group applies Expected Credit Loss (ECL) model forward-looking estimates. At each reporting date, the
for measurement and recognition of loss allowance historically observed default rates and changes in the
on the following: forward-looking estimates are updated.
i. Trade receivables and lease receivables
Financial Liabilities and equity:
ii. Financial assets measured at amortized cost (other Initial recognition and measurement:
than trade receivables and lease receivables)
The Group recognizes a financial liability in its Balance
iii. Financial assets measured at fair value through Sheet when it becomes party to the contractual
other comprehensive income (FVTOCI) provisions of the instrument. All financial liabilities are
219

recognized initially at fair value minus, in the case of Equity instruments:

financial liabilities not recorded at fair value through An equity instrument is any contract that evidences a
profit or loss (FVTPL), transaction costs that are residual interest in the assets of an entity after deducting
attributable to the acquisition of the financial liability. all of its liabilities. Equity instruments issued by the
Group are recognised at the proceeds received, net of
Where the fair value of a financial liability at initial direct issue costs.
recognition is different from its transaction price, the
difference between the fair value and the transaction Derecognition:
price is recognized as a gain or loss in the Statement
A financial liability is derecognized when the obligation
of Profit and Loss at initial recognition if the fair value is
under the liability is discharged or cancelled or expires.
determined through a quoted market price in an active
When an existing financial liability is replaced by another
market for an identical asset (i.e. level 1 input) or through
from the same lender on substantially different terms,
a valuation technique that uses data from observable
or the terms of an existing liability are substantially
modified, such an exchange or modification is treated
In case the fair value is not determined using a level as the Derecognition of the original liability and the
1 or level 2 input as mentioned above, the difference recognition of a new liability. The difference between the
between the fair value and transaction price is deferred carrying amount of the financial liability derecognized
appropriately and recognized as a gain or loss in the and the consideration paid is recognized in the Statement
Consolidated Statement of Profit and Loss only to the of Profit and Loss.
extent that such gain or loss arises due to a change in
j) Fair Value:
factor that market participants take into account when
pricing the financial liability. The group measures financial instruments at fair value
in accordance with the accounting policies mentioned
Subsequent measurement: above. Fair value is the price that would be received
All financial liabilities are initially recognised at fair to sell an asset or paid to transfer a liability in an
value net of transaction cost that are attributable orderly transaction between market participants at
to the separate liabilities. All financial liabilities are the measurement date. The fair value measurement is
subsequently measured at amortised cost using the based on the presumption that the transaction to sell the
effective interest method or at FVTPL. asset or transfer the liability takes place either:
- In the principal market for the asset or liability, or

Financial liabilities are classified as at FVTPL when
the financial liability is either contingent consideration - In the absence of a principal market, in the most
recognised by the Group as an acquirer in a business advantages market for the asset or liability.
combination to which Ind AS 103 applies or is held for
trading or it is designated as at FVTPL. The fair value of an asset or liability is measured using
the assumptions that market participants would use
Financial liabilities that are not held-for-trading and are when pricing the asset or liability, assuming that market
not designated as at FVTPL are measured at amortised participants act in their economic best interest.
cost. The carrying amounts of financial liabilities that
are subsequently measured at amortised cost are The group uses valuation techniques that are appropriate
determined based on the effective interest method. in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of
The effective interest method is a method of calculating relevant observable inputs and minimising the use of
the amortised cost of a financial liability and of allocating unobservable inputs.
interest expense over the relevant period. The effective
interest rate is the rate that exactly discounts estimated All assets and liabilities for which fair value is measured
future cash payments (including all fees paid or received or disclosed in the financial statements are categorized
that form an integral part of the effective interest rate, within the fair value hierarchy that categorizes into three
transaction costs and other premiums or discounts) levels, described as follows, the inputs to valuation
through the expected life of the financial liability, or techniques used to measure value. The fair value
(where appropriate) a shorter period, to the amortised hierarchy gives the highest priority to quoted prices in
cost of a financial liability. active markets for identical assets or liabilities (Level 1
220
Corporate Overview

inputs) and the lowest priority to unobservable inputs iii) Group’s foreign operations:
(Level 3 inputs). The results and financial position of foreign
operations that have a functional currency different
Level 1 — quoted (unadjusted) market prices in active from the presentation currency are translated into
markets for identical assets or liabilities the presentation currency as follows:
Level 2 — inputs other than quoted prices included within • assets and liabilities are translated at the
Level 1 that are observable for the asset or liability, either closing rate as on that balance sheet date, and
directly or indirectly
• income and expenses are translated at
Level 3 —inputs for assets or liabilities that are not based average exchange rates.
on observable market data.
On disposal of a foreign operation, the associated
For assets and liabilities that are recognized in the exchange differences are reclassified to
financial statements at fair value on a recurring basis, Statement of Profit and Loss as part of the gain or
the Group determines whether transfers have occurred loss on disposal.
between levels in the hierarchy by re-assessing
l) Income Taxes:
categorization at the end of each reporting period and
discloses the same. Tax expense is the aggregate amount included in the
determination of profit or loss for the period in respect of
k) Foreign Currency Translation: current tax and deferred tax.
These financial statements are presented in Indian
Current tax:
Rupees, which is the Group’s functional currency.
i) The tax rates and tax laws used to compute the
i. Functional and presentation currencies: amount are those that are enacted or substantively
enacted, at the reporting date in the countries where
Items included in the consolidated financial
the group operates and generates taxable income.
statements of each of the Group’s entities are
measured using the currency of the primary ii) Current income tax assets and liabilities are
economic environment in which the entity operates measured at the amount expected to be recovered
(‘the functional currency’). The consolidated from or paid to the taxation authorities.
financial statements are presented in INR which is
iii) Current income tax relating to items recognised
the functional and presentation currency for Group.
outside profit or loss is recognised outside
profit or loss (either in other comprehensive
ii. Transactions & Balances:
income or in equity).
Foreign currency transactions are translated into
the functional currency at the exchange rates on iv) where there is uncertainty over income tax
the date of transaction. Foreign exchange gains treatments, the Group determines the probability of
and losses resulting from settlement of such the income tax authorities accepting each such tax
transactions and from translation of monetary treatment or group of tax treatments in computing
assets and liabilities at the year-end exchange the most likely amount or the expected value of
the tax treatment when determining taxable profit
rates are generally recognized in the Statement
(tax loss), tax bases, unused tax losses, unused tax
Profit and Loss. They are deferred in equity if they
credits and tax rates.
relate to qualifying cash flow hedges.
All other foreign exchange gains and losses are Deferred tax:
presented in the statement of profit and loss Deferred tax is provided using the balance sheet method
on a net basis. on temporary differences between the tax bases of
assets & liabilities & their carrying amounts for financials
Non-monetary foreign currency items are carried reporting purposes as at the reporting date. Deferred tax
at cost and accordingly the investments in shares is recognized on temporary differences between the
of foreign subsidiaries are expressed in Indian carrying amounts of assets and liabilities in the financial
currency at the rate of exchange prevailing at the statements and the corresponding tax bases used in the
time when the original investments are made or fair computation of taxable profit in the countries where the
values determined. group operates and generates taxable income.
221

Deferred tax liabilities are recognised for all taxable taxable income in the years in which those temporary
temporary differences except: differences are expected to be recovered or settled.
(a) When the deferred tax liability arises from the initial
Minimum Alternate Tax (MAT) credit is recognised as an
recognition of goodwill or an asset or liability in a
asset only when and to the extent there is convincing
transaction that is not a business combination
evidence that the respective Company will pay normal
and, at the time of the transition, affects neither the
income tax during the specified period. Such asset is
accounting profit or loss;
reviewed at each Balance Sheet date and the carrying
(b) In respect of taxable temporary differences amount of the MAT credit asset is written down to the
associated with investments in subsidiaries, extent there is no longer a convincing evidence to the
associates and interests in joint ventures, when effect that the company will pay normal income tax
the timing of the reversal of the temporary during the specified period.
differences can be controlled and it is probable that
the temporary differences will not reverse in the Presentation of current and deferred tax:
foreseeable future. Current and deferred tax are recognized as income or
an expense in the Statement of Profit and Loss, except
Deferred tax assets are recognised for all deductible when they relate to items that are recognized in Other
temporary differences, the carry forward of unused Comprehensive Income, in which case, the current and
tax credits and any unused tax losses. Deferred tax deferred tax income/expense are recognized in Other
assets are recognised to the extent that it is probable Comprehensive Income.
that taxable profit will be available against which the
deductible temporary differences, and the carry forward The Group offsets current tax assets and current tax
of unused tax credits and unused tax losses can be liabilities, where it has a legally enforceable right to set
utilised, except: off the recognized amounts and where it intends either
to settle on a net basis, or to realize the asset and settle
(a) When the deferred tax asset relating to the
the liability simultaneously. In case of deferred tax
deductible temporary difference arises from
assets and deferred tax liabilities, the same are offset
the initial recognition of an asset or liability in a
if the Group has a legally enforceable right to set off
transaction that is not a business combination and,
corresponding current tax assets against current tax
at the time of the transaction, affects neither the
liabilities and the deferred tax assets and deferred tax
accounting profit nor taxable profit or loss.
liabilities relate to income taxes levied by the same tax
(b) In respect of deductible temporary differences authority on the Group.
associated with investments in subsidiaries,
associates and interests in joint ventures, deferred m) Provisions and Contingencies:
tax assets are recognised only to the extent that it is The Group recognizes provisions when a present
probable that the temporary differences will reverse obligation (legal or constructive) as a result of a
in the foreseeable future and taxable profit will be past event exists and it is probable that an outflow
available against which the temporary differences of resources embodying economic benefits will be
can be utilized. required to settle such obligation and the amount of
such obligation can be reliably estimated. The amount
The tax effects of income tax losses, available for carry recognised as a provision is the best estimate of the
forward, are recognised as deferred tax asset, when it consideration required to settle the present obligation at
is probable that future taxable profits will be available the end of the reporting period, taking into account the
against which these losses can be set-off. risks and uncertainties surrounding the obligation.
The carrying amount of deferred tax assets is reviewed If the effect of time value of money is material,
at the end of each reporting period and reduced to the provisions are discounted using a current pre-tax rate
extent that it is no longer probable that sufficient taxable that reflects, when appropriate, the risks specific to the
profits will be available to allow the benefits of part or all liability. When discounting is used, the increase in the
of such deferred tax assets to be utilized. provision due to the passage of time is recognized as
a finance cost.
Deferred tax assets and liabilities are measured at the tax
rates that have been enacted or substantively enacted The Group in the normal course of its business, comes
by the Balance Sheet date and are expected to apply to across client claims/ regulatory penalties/ inquiries, etc.
222
Corporate Overview

and the same are duly clarified/ addressed from time to p) Revenue Recognition
time. The penalties/ action if any are being considered for Revenue from contracts with customers
disclosure as contingent liability only after finality of the
Revenue (other than for those items to which Ind AS 109
representation of appeals before the lower authorities.
Financial Instruments are applicable) is measured at fair
A disclosure for a contingent liability is made when there value of the consideration received or receivable. Ind AS
is a possible obligation or a present obligation that may, 115, Revenue from contracts with customers, outlines a
but probably will not require an outflow of resources single comprehensive model of accounting for revenue
embodying economic benefits or the amount of such arising from contracts with customers.
obligation cannot be measured reliably. When there is
a possible obligation or a present obligation in respect The Group recognizes revenue from contracts
of which likelihood of outflow of resources embodying with customers based on a five-step model as set
economic benefits is remote, no provision or out in Ind AS 115:
disclosure is made.
Step 1: Identify contract(s) with a customers.
Contingent assets are disclosed only where an inflow of A contract is defined as an agreement between two
economic benefits is probable. or more parties that creates enforceable rights and
obligations and sets out the criteria for every contract
n) Statement of Cash Flows: that must be met.
Statement of Cash Flows is prepared segregating the
cash flows into operating, investing and financing Step 2: Identify performance obligations in the
activities. Cash flow from operating activities is reported contract: A performance obligation is a promise in a
using indirect method adjusting the net profit for contract with a customer to transfer a good or service
the effects of: to the customer.
- changes during the period in operating receivables Step 3: Determine the transaction price: The transaction
and payables transactions of a non-cash nature;
price is the amount of consideration to which the group
- non-cash items such as depreciation, provisions, expects to be entitled in exchange for transferring
deferred taxes and unrealised foreign currency promised goods or services to a customer, excluding
gains and losses. amounts collected on behalf of third parties.
- all other items for which the cash effects are
Step 4: Allocate the contract price to the performance
investing or financing cash flows.
obligations in the contract: For contract that has more
Cash and cash equivalents (including bank balances) than one performance obligation, the Group allocates
shown in the Statement of Cash Flows exclude items the transaction price to each performance obligation in
which are not available for general use as on the date an amount that depicts the amount of consideration to
of balance sheet. which the Group expects to be entitled in exchange for
satisfying each performance obligation.
o) Cash and bank balances :
Step 5: Recognise revenue when (or as) the Group
Cash comprises cash on hand and demand deposits
satisfies a performance obligation.
with banks. Cash equivalents are short-term balances
(with an original maturity of three months or less from
The group assesses its revenue arrangement against
the date of acquisition), highly liquid investments
specific criteria to determine if it is acting as principal
that are readily convertible into known amounts of
cash and which are subject to insignificant risk of or agent. The group has generally concluded that it is
changes in value. Cash and bank balances also include acting as a principal in all of its revenue arrangements.
fixed deposits, margin money deposits, earmarked
balances with banks and other bank balances which The group recognised revenue from various
have restrictions on repatriation. Short term and liquid activities as follows:
investments being subject to more than insignificant risk
of change in value, are not included as part of cash and i. Interest Income
cash equivalents that are readily convertible into known Interest income is recognised using effective interest
amounts of cash and which are subject to insignificant rate by considering all the contractual term of the
risk of changes in value. financial instruments in estimating the cash flow.
223

ii. Fees & Commission the Group’s estimate of equity instruments that will
Fees and commission income is recognised based eventually vest, with a corresponding increase in equity.
on five step model set out in Ind AS 115.
When the terms of an equity-settled award are modified,
a. Brokerage income earned on secondary the minimum expense recognized is the expense had
market operations is accounted on the terms had not been modified, if the original terms of
trade date basis. the award are met. An additional expense is recognized
for any modification that increases the total fair value
b. Income related with advisory activities,
of the share-based payment transaction, or is otherwise
Investment banking, Financial Product
beneficial to the employee as measured at the date of
Distribution Income in respect of other heads
modification. Where an award is cancelled by the entity
is accounted on accrual basis.
or by the counterparty, any remaining element of the fair
value of the award is expensed immediately through the
iii. Rental Income
statement of profit and loss.
Lease income is recognised in the statement
of profit and loss net of indirect taxes, if any. The dilutive effect of outstanding options is reflected as
Rental income from operating lease is recognised additional share dilution in the computation of diluted
on a straight-line basis over the term of the relevant earnings per share.
lease except where-
Securities premium includes:
(i) Another systematic basis is more
representative of the time pattern of the benefit A. The difference between the face value of the equity
derived from the asset given on lease.; or shares and the consideration received in respect of
shares issued pursuant to Stock Option Scheme.
(ii) The payments to the lessor are structured to
increase in line with expected general inflation B. The fair value of the stock options which are treated
to compensate for the lessor’s expected as expense, if any, in respect of shares allotted
inflationary cost increases pursuant to Stock Options Scheme.
iv. Other operational revenue r) Employee Benefits

Other operational revenue represents income Short Term Employee Benefits:
earned from the activities incidental to the All employee benefits payable wholly within twelve
business and is recognised when the right to months of rendering the service are classified as short
receive the income is established as per the terms term employee benefits and they are recognized in the
of the contract. period in which the employee renders the related service.
If the group has a present legal or constructive obligation
Advances received from customers in respect of to pay this amount as a result of past service provided
contracts are treated as liabilities and adjusted by the employee and the obligation can be estimated
against progress billing as per terms of the contract. reliably. The Group recognizes the undiscounted amount
of short term employee benefits expected to be paid in
Progress payments received are adjusted against exchange for services rendered as a liability (accrued
amount receivable from customers in respect of expense) after deducting any amount already paid.
the contract work performed.
Post-Employment Benefits:
Amounts retained by the customers until the I. Defined contribution plans:
satisfactory completion of the contracts are Defined contribution plans are post-employment
recognised as receivables. benefit plans under which the Group pays fixed
contributions into state managed retirement benefit
q) Share-based payment arrangements: schemes and will have no legal or constructive
Equity-settled share-based payments to employees and obligation to pay further contributions, if any, if
others providing similar services are measured at the the state managed funds do not hold sufficient
fair value of the equity instruments at the grant date. assets to pay all employee benefits relating to
employee services in the current and preceding
The fair value determined at the grant date of the financial years. The Groups contributions to
equity-settled share-based payments is expensed on defined contribution plans are recognised in the
a straight-line basis over the vesting period, based on Statement of Profit and Loss in the financial year
224
Corporate Overview

to which they relate. The Company and its Indian accrue to employees. Sick leave can only be availed
subsidiaries operate defined contribution plans while annual leave can either be availed or encashed
pertaining to Employee State Insurance Scheme subject to a restriction on the maximum number of
and Government administered Pension Fund accumulation of leave. The Group determines the
Scheme for all applicable employees and the liability for such accumulated leaves using the Projected
Group operates a Superannuation scheme for Accrued Benefit method with actuarial valuations being
eligible employees. carried out at each Balance Sheet date.
Recognition and measurement of defined

s) Lease accounting :
contribution plans: The Group recognizes
contribution payable to a defined contribution plan The Group assesses whether a contract contains a lease,
as an expense in the Statement of Profit and Loss at the inception of the contract. A contract is, or contains,
when the employees render services to the Group a lease if the contract conveys the right to control the use
during the reporting period. If the contributions of an identified asset for a period of time in exchange for
payable for services received from employees consideration. To assess whether a contract conveys
before the reporting date exceeds the contributions the right to control the use of an identified asset, the
already paid, the deficit payable is recognized as Group considers whether (i) the contract involves the
a liability after deducting the contribution already use of identified asset; (ii) the Group has substantially
paid. If the contribution already paid exceeds the all of the economic benefits from the use of the asset
contribution due for services received before the through the period of lease and (iii) the Group has right
reporting date, the excess is recognized as an to direct the use of the asset.
asset to the extent that the prepayment will lead
to, for example, a reduction in future payments As a Lessee
or a cash refund. The group recognises a right-of-use asset and a lease
liability at the lease commencement date. The right-of-
II. Defined benefit plans:
use asset is initially measured at cost, which comprises
Gratuity scheme: The Group, operates a gratuity the initial amount of the lease liability adjusted for any
scheme for employees. The contribution is lease payments made at or before the commencement
paid to a separate fund , towards meeting the date, plus any initial direct costs incurred and an estimate
Gratuity obligations. of costs to dismantle and remove the underlying asset
or to restore the underlying asset or the site on which it
Recognition and measurement of defined benefit plans:
is located, less any lease incentives received.
The cost of providing defined benefits is determined
using the Projected Unit Credit method with actuarial Certain lease arrangements include the option to extend
valuations being carried out at each reporting date. or terminate the lease before the end of the lease term.
The defined benefit obligations recognized in the Balance The right-of-use assets and lease liabilities include
Sheet represent the present value of the defined benefit these options when it is reasonably certain that the
obligations as reduced by the fair value of plan assets, if
option will be exercised.
applicable. Any defined benefit asset (negative defined
benefit obligations resulting from this calculation) is
The right-of-use asset is subsequently depreciated
recognized representing the present value of available
using the straight-line method from the commencement
refunds and reductions in future contributions to the plan.
date to the end of the lease term. The estimated useful
lives of right-of-use assets are determined on the
All expenses represented by current service cost, past
service cost if any and net interest on the defined benefit same basis as those of property, plant and equipment.
liability (asset) are recognized in the Statement of Profit In addition, the right-of-use asset is periodically reduced
and Loss. Re-measurements of the net defined benefit by impairment losses, if any, and adjusted for certain
liability (asset) comprising actuarial gains and losses re-measurements of the lease liability.
and the return on the plan assets (excluding amounts
included in net interest on the net defined benefit liability/ The lease liability is initially measured at the present
asset), are recognized in Other Comprehensive Income. value of the lease payments that are not paid at the
Such re-measurements are not reclassified to the commencement date, discounted using the interest
Statement of Profit and Loss in the subsequent periods. rate implicit in the lease or, if that rate cannot be
readily determined, group’s incremental borrowing rate.
Other Long Term Employee Benefits: Entitlements to Generally, the group uses its incremental borrowing rate
annual leave and sick leave are recognized when they as the discount rate.
225

ease payments included in the measurement of the

L or service received is accounted and when there is no
lease liability comprises of fixed payments, including uncertainty in availing/utilising the credits.
in-substance fixed payments, amounts expected to
be payable under a residual value guarantee and the u) Borrowing Cost:
exercise price under a purchase option that the Group Borrowing cost includes interest, amortization
is reasonably certain to exercise, lease payments in of ancillary costs incurred in connection with the
an optional renewal period if the Group is reasonably arrangement of borrowings and exchange differences
certain to exercise an extension option. arising from foreign currency borrowings to the extent
they are regarded as an adjustment to the interest
The lease liability is measured at amortised cost using cost. Borrowing costs, if any, directly attributable to the
the effective interest method. It is remeasured when acquisition, construction or production of an asset that
there is a change in future lease payments arising from necessarily takes a substantial period of time to get
a change in an index or rate, if there is a change in the ready for its intended use or sale are capitalized, if any.
group’s estimate of the amount expected to be payable All other borrowing costs are expensed in the period in
under a residual value guarantee, or if group changes which they occur.
its assessment of whether it will exercise a purchase,
extension or termination option. v) Segment Reporting :
Operating segments are reported in a manner consistent
When the lease liability is remeasured in this way, a with the internal reporting provided to the chief operating
corresponding adjustment is made to the carrying decision maker (CODM) of the Company. The CODM
amount of the right-of-use asset, or is recorded in profit is responsible for allocating resources and assessing
or loss if the carrying amount of the right-of-use asset performance of the operating segments of the Group.
has been reduced to zero.
Segment revenue, segment expenses, segment assets
Lease liability and the right of use asset have been and segment liabilities have been identified to segments
separately presented in the balance sheet. on the basis of their relationship to the operating
activities of the segment.
Short-term leases and leases of low-value assets
Inter-segment revenue is accounted on the basis of
The Group has elected not to recognise right-of-use
transactions which are primarily determined based on
assets and lease liabilities for short term leases that
market / fair value factors. Revenue, expenses, assets
have a lease term of less than or equal to 12 months with
and liabilities which relate to the Group as a whole and
no purchase option and assets with low value leases.
are not allocable to segments on reasonable basis have
The Group recognises the lease payments associated
been included under “unallocated revenue / expenses /
with these leases as an expense in statement of profit
assets/liabilities”.
and loss over the lease term. The related cash flows are
classified as operating activities. w) Earnings Per Share:
Basic earnings per share are calculated by dividing the
As a lessor
net profit or loss for the period attributable to equity
Leases for which the Group is a lessor is classified shareholders by the weighted average number of equity
as finance or operating leases. When the terms of the shares outstanding during the period. For the purpose
lease transfer substantially all the risks and rewards of calculating diluted earnings per share, the net profit
of ownership to the lessee, the contract is classified or loss for the period attributable to equity shareholders
as a finance lease. All other leases are classified as and the weighted average number of shares outstanding
operating leases. during the period are adjusted for the effects of all
dilutive potential equity shares.
When the Group is an intermediate lessor, it accounts
for its interests in the head lease and the sublease 2.2 KEY ACCOUNTING ESTIMATES AND
separately. The sublease is classified as a finance or JUDGEMENTS
operating lease by reference to the right of use asset The preparation of the Group’s financial statements
arising from the head lease. requires the management to make judgements,
estimates and assumptions that affect the reported
t) Goods and Services tax input credit amounts of revenues, expenses, assets and liabilities,
Goods and Services tax input credit is accounted for and the accompanying disclosures, and the disclosure
in the books in the period in which the supply of goods of contingent liabilities. Uncertainty about these
226
Corporate Overview

assumptions and estimates could result in outcomes term nature, defined benefit obligation is sensitive
that require a material adjustment to the carrying to changes in these assumptions. Further details
amount of assets or liabilities affected in future periods. are disclosed in note 32.
The Group continually evaluates these estimates and
assumptions based on the most recently available d. Fair value measurement of Financial Instruments
information. Revisions to accounting estimates are When the fair values of financials assets and
recognised prospectively in the statement of profit and financial liabilities recorded in the Balance Sheet
loss in the period in which the estimates are revised and cannot be measured based on quoted prices in
in any future periods affected. active markets, their fair value is measured using
valuation techniques, including the discounted
Critical accounting estimates and assumptions cash flow model, which involve various judgements
The key assumptions concerning the future and and assumptions.
other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing e. Impairment of financial assets
a material adjustment to the carrying amounts of The provision for expected credit loss involves
assets and liabilities within the next financial year, are estimating the probability of default and loss given
described below: default based on the Group own experience &
a. Income taxes forward looking estimation.
Significant judgements are involved in estimating
f. Provision for litigation
budgeted profits for the purpose of paying advance
tax, determining the provision for income taxes, In estimating the final outcome of litigation, the
including amount expected to be paid/recovered Group applies judgment in considering factors
for uncertain tax positions. including experience with similar matters, past
history, precedents, relevant and other evidence and
b. Determination of the estimated useful lives of facts specified to the matter. Application of such
assets (tangible assets, intangible assets and judgment determines whether the Group requires
investment property) an accrual or disclosure in the financial statements.
The charge in respect of periodic depreciation is
g. Fair valuation of employee share options
derived after determining an estimate of an asset’s
expected useful life and the expected residual value The fair valuation of the employee share options
at the end of its life. The useful lives and residual is based on the Black-Scholes model used for
values of Group’s assets are determined by the valuation of options. Key assumptions made
management at the time the asset is acquired and with respect to expected volatility includes share
reviewed periodically, including at each financial price, expected dividends and discount rate, under
year end. The lives are based on historical experience this option pricing model. Further details are
with similar assets as well as anticipation of future disclosed in note 45.
events, which may impact their life, such as changes
in technical or commercial obsolescence arising h. Determining whether an arrangement containing
from changes or improvements in production or a lease
from a change in market demand of the product or In determining whether an arrangement is, or
service output of the asset. contains a lease is based on the substance of
the arrangement at the inception of the lease.
c. Defined Benefit Obligation The arrangement is, or contains, a lease date
The obligation arising from defined benefit if fulfillment of the arrangement is dependent
plan is determined on the basis of actuarial on the use of a specific asset or assets and the
assumptions. Key actuarial assumptions include arrangement conveys a right to use the asset,
discount rate, trends in salary escalation, actuarial even if that right is not explicitly specified in
rates and life expectancy. The discount rate is the arrangement.
determined by reference to market yields at the
end of the reporting period on government bonds. i. Discount rate
The period to maturity of the underlying bonds The discount rate is generally based on the
corresponding to the probable maturity of the incremental borrowing rate specific to the lease
post-employment benefit obligations. Due to being evaluated or for a portfolio of leases with
complexities involved in the valuation and its long similar characteristics.
227

NOTE 3 : CASH AND CASH EQUIVALENTS (` in Million)

March 31, 2022 March 31, 2021
Cash on hand 0.30 0.40
Cheques in hand 43.45 49.85
Balances with banks :
- In current accounts 461.07 515.54
- In client accounts 10,416.56 2,214.82
- In deposit account with original maturity less than 3 months 26.90 -
Total 10,948.28 2,780.61
NOTE 4 : BANK BALANCE OTHER THAN ABOVE (` in Million)

March 31, 2022 March 31, 2021
(I) Earmarked Balance with bank
- Unclaimed Dividend 1.70 47.50
(II) Fixed Deposit with banks
- Lien Marked* 26,389.34 13,932.16
- Other deposit 62.19 15.12
Total 26,453.23 13,994.78
* Group has pledged fixed deposits with the banks for bank guarantee, overdraft facilities, with the stock exchange for margin/arbitration purpose.
NOTE 5 : RECEIVABLES (` in Million)

March 31, 2022 March 31, 2021
(I) Trade receivables
- Receivables which have significant increase in credit risk 106.00 44.20
- Receivables - credit impaired 108.23 109.44
Total (I) Gross 404.91 462.29
- Less: Allowance for credit loss (122.50) (119.57)
Total (I) Net 282.41 342.72
(II) Other receivables
- Unbilled considered good - unsecured 177.61 108.83
Total (II)- Gross 177.61 108.83
- Less: Allowance for credit loss - -
Total (II) Net 177.61 108.83
Total (I+II) 460.02 451.55
(a) No trade or other receivables are due from directors or from other officers of the Company either severally or jointly with
any other person nor any trade or other receivables are due from firms or private companies respectively in which any
directors is a partner, director or a member as on March 31, 2022 and March 31, 2021.
(b) No trade receivables and other receivables are interest bearing.
228
Corporate Overview

(c) Ageing schedule for Trade receivables is as under: (` in Million)

Unbillied Less than 6 6 months - 1-2 years 2-3 years More than Total
months 1 year 3 years
(i) Undisputed Trade receivables - 177.61 190.68 - - - - 368.29
considered good
(ii) Undisputed Trade Receivables - - 87.07 6.92 - 12.01 - 106.00
considered doubtful
(iii) Undisputed Trade Receivables - - - 2.96 1.45 5.80 98.02 108.23
Credit Impaired
(iv) Disputed Trade Receivables - - - - - - - -
considered good
(v) Disputed Trade Receivables - - - - - - - -
considered doubtful
(vi) Disputed Trade Receivables - Credit - - - - - - -
Impaired
(` in Million)
Unbillied Less than 6 6 months - 1-2 years 2-3 years More than Total
months 1 year 3 years
(i) Undisputed Trade receivables - 108.83 308.65 - - - - 417.48
considered good
(ii) Undisputed Trade Receivables - - 19.77 4.12 12.01 8.30 - 44.20
considered doubtful
(iii) Undisputed Trade Receivables - - - 1.67 4.50 14.61 88.66 109.44
Credit Impaired
(iv) Disputed Trade Receivables - - - - - - - -
considered good
(v) Disputed Trade Receivables - - - - - - - -
considered doubtful
(vi) Disputed Trade Receivables - Credit - - - - - - -
Impaired
NOTE 6 : LOANS (` in Million)

March 31, 2022 March 31, 2021
At Amortised cost
Loans repayable on demand
- Margin trading facility balances * 4,724.24 964.36
Leasing (please refer disclosure below)
- Asset given under finance lease 9.07 16.05
Total - Gross 4,733.31 980.41
- Less: Impairment loss allowance - -
Total - Net 4,733.31 980.41
* Loans to customers are secured by pledge of Shares/Bonds/Mutual Funds.
(I) Disclosure for assets given under finance lease:- (` in Million)

a) Minimum lease payment receivable for asset given on finance lease As at As at
March 31, 2022 March 31, 2021
- Not later than one year 7.10 6.98
- Later than one year and not later than five years 1.97 9.07
- Later than five year - -
Total 9.07 16.05
b) Unearned finance income 0.10 0.32
c) The Group have given approx 30,000 sq. ft. of its commercial space on operating lease with a lock in period of 6 years
along with FITOUT consist of furniture, fitting, electric work and other beautification work on finance lease and the same
will be transferred to the lessee on completion of lock in period at the nominal amount of ` 1.
229

(II) Details of loans that are repayable on demand or without specifying any terms or period of repayment:-
Amount Percentage to Amount Amount Percentage to Amount
of loan or the total Loans of loan or of loan or the total Loans of loan or
advance in the and Advances advance in the advance in the and Advances advance in the
nature of loan in the nature of nature of loan nature of loan in the nature of nature of loan
outstanding loans outstanding outstanding loans outstanding
Promoters - - - - - -
Directors - - - - - -
KMPs - - - - - -
Related Parties - - - - - -
NOTE 7 : INVESTMENTS (` in Million)

March 31, 2022 March 31, 2021
Investments carried at amount determined using equity method of accounting (I) - 39.85
Investment in equity/preference share of associates - 39.85
- Compulsory convertible preference share of Giskard Datatech - 39.85
Private Limited*
- Equity Shares of Giskard Datatech Private Limited* - 0.00
At fair value through profit and loss (i) + (ii) + (iii) + (iv) + (v) = (II) 2,275.48 697.60
Mutual Funds (i) 289.16 91.11
- ICICI Prudential Liquid Fund - Direct Plan - Growth 194.93 91.11
- ICICI Prudential Overnight Fund Direct Plan Growth 94.23 -
Alternate Investment Funds (ii) 362.28 311.98
- IIFL Securities Capital Enhancer Fund 2.03 -
- IIFL Special Opportunities Fund – Series 4 Category II AIF Scheme - 9.26 8.87
Class A1
- India Alternative Private Equity Fund - Category II - AIF Class S 35.43 64.44
- IIFL Income Opportunities Fund Series - Special Situation Category - 18.50
II- AIF
- IIFL Securities Capital Enhancer Fund - Class S 95.14 -
- IIFL Securities Dynamic Fund - Class A3 50.48 -
- IIFL Real Estate Fund (Domestic) – Series 2 Category II- AIF 169.94 220.17
Equity shares (iii) 184.08 70.60
- BSE Limited 184.08 37.12
- National Stock Exchange of India Limited - 33.48
Exchange Traded Fund (iv) - 53.38
- Axis Technology ETF - 53.38
Debt fund (v) 1,439.96 170.53
- Market Linked Debentures of IIFL Finance Limited
- Series G2 BR NCD 22NV21 (Credit Enhanced MLD, ISIN: - 8.49
INE866I08337)
- SR D3 OPT II BR NCD 27SP22 (MLD, ISIN: INE866I07CI5) - 18.88
- Secured Redeemable Non-Convertible Debentures Market Linked - 42.80
Debenture 2021 –Series D8
- Secured Redeemable Non-Convertible Debentures Market Linked 462.57 -
Debenture 2024 –Series D14
230
Corporate Overview

(` in Million)
March 31, 2022 March 31, 2021
- Non-Convertible Debentures
- IIFL HOME FINANCE LIMITED SR D7 8.20 NCD 28SP26 FVRS10LAC 41.63 -
(ISIN: INE477L07AK5)
- IIFL Home Finance Limited Sr D7 8.20 NCD 28Sp26 83.31 -
- IIFL FINANCE LIMITED SR I 9.60 NCD 07MY22 FVRS1000 (ISIN: 0.00 -
INE866I07BZ1)
- IIFL FINANCE LIMITED SR II CATG II III IV NCD 07MY22 FVRS1000 0.00 -
(ISIN: INE866I07CB0)
- IIFL FINANCE LIMITED SR IV 10.20 NCD 07FB24 FVRS1000 0.00 -
(ISIN: INE866I07CF1)
- Bonds
- U.P. POWER CORPORATION LIMITED SR I 800.41 -
- Optional Convertible Debenture (475 units @ face value 47.50 47.50
` 1,00,000 each)
- 8.30% Canara Perpetual Bond - 47.85
- Piramal - India REIT Fund Scheme V 4.54 5.01
Total - Gross (I) + (II) 2,275.48 737.45
- Less: Impairment loss allowance - -
Total - Net 2,275.48 737.45
- Investments outside India - -
- Investments in India 2,275.48 737.45
Total - Net 2,275.48 737.45
* During the year the company has sold entire stake of 21.47 % of compulsory convertible preference shares (CCPS) of Giskard Datatech Private
Limited. Accordingly, Giskard Datatech Private Limited has Ceased to be Associate of the Company.
Amount is less than ` 0.01, hence shown ` 0.00 million.
NOTE 8 : OTHER FINANCIAL ASSETS (` in Million)

March 31, 2022 March 31, 2021
Clients receivables (net of provisions) # 7,900.44 5,391.50
Exchanges receivables 1,010.77 2,821.59
Margin with exchange 28.33 1,048.62
Deposit with exchange 115.75 100.75
Security deposit with landlords and others (net of provisions) * 186.12 183.68
Interest accrued on deposits and investments 226.86 103.18
Receivable from related parties (Refer note 44) 50.55 24.51
Gratuity (Net) (Refer note 30) 7.00 2.42
Other financial assets 371.53 196.25
Total 9,897.35 9,872.50
# Include receivable from directors & key managerial personnel of ` 0.02 (As at March 31,2021 ` Nil) (Refer note 44)
* Include deposit with directors and its relatives of ` 50 million (As at March 31,2021 ` 50.00 million) (Refer note 44)
231

NOTE 9 : DEFERRED TAX ASSETS (NET) (AS AT MARCH 31, 2022) (` in Million)
Particulars Opening Recognised MAT Credit Recognised Closing
balance in profit or utilised in/reclassified balance
loss from OCI
Depreciation on property, plant and equipment 21.40 (7.28) - - 14.12
Business loss carry forwards 0.11 18.45 - - 18.56
Provisions for doubtful receivables / other financial asset 150.67 5.67 - - 156.34
Finance Lease 3.62 0.43 - - 4.05
Compensated absences and retirement benefits 11.47 2.35 - 0.54 14.36
Minimum alternate tax carry-forward 10.08 - (0.60) - 9.48
Unrealised profit on investments 14.69 (5.15) - - 9.54
Others 1.57 8.47 - - 10.04
Total deferred tax assets 213.61 22.94 (0.60) 0.54 236.49
Deferred tax assets (Net) 213.61 22.94 (0.60) 0.54 236.49
NOTE 9 : DEFERRED TAX ASSETS (NET) (AS AT MARCH 31, 2021) (` in Million)
Particulars Opening Recognised MAT Credit Recognised Closing
balance in profit or utilised in/reclassified balance
loss from OCI
Depreciation on property, plant and equipment 63.26 (41.86) - - 21.40
Business loss carry forwards 6.95 (6.84) - - 0.11
Provisions for doubtful receivables / other financial 141.60 9.07 - - 150.67
asset (Including expected credit loss)
Finance Lease 2.86 0.76 - - 3.62
Compensated absences and retirement benefits 13.22 0.71 - (2.46) 11.47
Minimum alternate tax carry-forward 10.08 - - - 10.08
Unrealised profit on investments (35.84) 50.53 - - 14.69
Others 1.48 0.09 - - 1.57
Total deferred tax assets 203.61 12.46 - (2.46) 213.61
Deferred tax assets (Net) 203.61 12.46 - (2.46) 213.61
NOTE 10 : INVESTMENT PROPERTY (` in Million)

Particulars Land / Building
As at As at
March 31, 2022 March 31, 2021
As at April 1 939.17 942.81
(Deductions)/Adjustments during the year (139.40) (3.64)
Cost as at March 31 799.77 939.17
Amortisation
As at April 1 - -
(Deductions)/Adjustments during the year (33.98) -
As at March 31 (33.98) -
Net Block 765.79 939.17
232
Corporate Overview

(i) Amounts recognised in profit or loss for investment properties (` in Million)

March 31, 2022 March 31, 2021
Rental income - -
Direct operating expenses from property that generated rental income - -
Direct operating expenses from property that did not generate rental income - -
Profit from investment properties before depreciation - -
Depreciation - -
Profit from investment properties - -
(ii) Fair value (` in Million)

March 31, 2022 March 31, 2021
Investment properties 1,342.55 1,264.24
Estimation of fair value

The best evidence of fair value is current prices in an active market for similar properties, where such information is not available,
the group consider information from a variety of sources including:
- current prices in an active market for properties of different nature or recent prices of similar properties in less active
markets, adjusted to reflect those differences
- discounted cash flow projections based on reliable estimates of future cash flows
- capitalised income projections based upon a property’s estimated net market income, and a capitalisation rate derived
from an analysis of market evidence
- ready reckoner value / guideline rate as obtained from registrar department; or
- The valuation report obtained from a registered valuer as defined under rule 2 of Companies (Registered Valuer and
Valuation) Rules, 2017.
Note: One of the subsidiary has reclassified properties worth ` 852.53 million which are held for earning rentals income and/or
for capital appreciation as investment properties instead of Capital Work in progress. The said reclassification has been made
with effect from April 01, 2020 the earliest date from which the reclassification is practicable.
NOTE 11 : PROPERTY, PLANT AND EQUIPMENT(AS AT MARCH 2022) (` in Million)

Particulars Land/ Buildings Furniture & Office Electrical Air Computers Vehicles Total
Leasehold (including Fixture Equipment Equipment Conditioner
Land land)
Cost
As at April 1, 2021 691.59 2,133.91 356.86 64.20 129.90 31.07 232.15 0.69 3,640.37
Additions - 440.49 25.07 6.13 9.91 1.04 82.56 - 565.20
Deductions/adjustments - - (9.85) (2.00) (7.18) (0.41) (22.76) - (42.20)
As at March 31, 2022 691.59 2,574.40 372.08 68.33 132.63 31.70 291.95 0.69 4,163.37
Depreciation
As at April 1, 2021 2.71 465.40 255.28 49.81 97.73 16.64 179.43 0.52 1,067.52
Depreciation for the year 0.34 142.75 48.83 6.69 15.82 5.75 51.86 0.11 272.15
Deductions/adjustments - - (7.27) (1.33) (5.54) (0.37) (14.88) - (29.39)
Upto March 31, 2022 3.05 608.15 296.84 55.17 108.01 22.02 216.41 0.63 1,310.28
WDV as at March 31, 2022 688.54 1,966.25 75.24 13.16 24.62 9.68 75.54 0.06 2,853.09
233

NOTE 11 : PROPERTY, PLANT AND EQUIPMENT(AS AT MARCH 2021) (` in Million)

Particulars Land/ Buildings Furniture & Office Electrical Air Computers Vehicles Total
Leasehold (including Fixture Equipment Equipment Conditioner
Land land)
Cost
As at April 1, 2020 691.59 3,171.25 358.82 66.37 132.94 30.29 225.62 1.06 4,677.94
Reclassification from asset - (372.43) - - - - - - (372.43)
held for sale
Additions - 288.22 8.68 0.84 7.06 2.96 27.36 - 335.12
Effect of change in foreign - - 0.00 0.00 - - 0.01 - 0.01
currency
Deductions/adjustments - (953.13) (10.64) (3.01) (10.10) (2.18) (20.84) (0.37) (1,000.27)
As at March 31, 2021 691.59 2,133.91 356.86 64.20 129.90 31.07 232.15 0.69 3,640.37
Depreciation
As at April 1, 2020 2.37 510.13 212.74 44.62 87.30 12.79 132.01 0.78 1,002.74
Depreciation for the year 0.34 174.99 50.39 8.05 18.41 5.79 62.84 0.11 320.92
Effect of change in foreign - - 0.00 0.00 - - 0.01 - 0.01
currency *
Deductions/adjustments - (154.59) (7.85) (2.86) (7.98) (1.94) (15.43) (0.37) (191.02)
Reclassification from asset - (65.13) - - - - - - (65.13)
held for sale
Upto March 31, 2021 2.71 465.40 255.28 49.81 97.73 16.64 179.43 0.52 1,067.52
WDV as at March 31, 2021 688.88 1,668.51 101.58 14.39 32.17 14.43 52.72 0.17 2,572.85
Note :-
*Amount is less than ` 0.01, hence shown ` 0.00 million.
(a) Capital work in progress ` 25.49 million (as at March 31, 2021 ` 465.51 million) pertains to assets not yet capitalised.
(b) Refer to note 41 for assets given on pledge.
(c) Ageing Schedule of Capital Work in Progress (` in Million)

Less 1-2 2-3 More Total Less 1-2 2-3 More Total
than 1 Years Years than 3 than 1 Years Years than 3
year years year years
Projects in Progess 21.52 3.97 - - 25.49 452.42 13.09 - - 465.51
Projects temporarily suspended - - - - - - - - - -
(d) Ageing of projects whose completion is overdue or has exceeded its cost compared to its original plan (` in Million)
Less 1-2 2-3 More Total Less 1-2 2-3 More Total
than 1 Years Years than 3 than 1 Years Years than 3
year years year years
Project in Progress - - - - - - - - - -
Projects Temporarily Suspended - - - - - - - - - -
NOTE 12 : INVENTORIES (` in Million)

March 31, 2022 March 31, 2021
Unsold properties - 23.25
Total - 23.25
234
Corporate Overview

NOTE 13 : OTHER INTANGIBLE ASSETS (` in Million)

Particulars Commercial Rights Software Intangible Total
As at As at As at As at As at As at As at As at
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2022 2021 2022 2021 2022 2021 2022 2021
As at April 1 1,129.11 - 148.07 115.34 - 11.00 1,277.18 126.34
Other additions 8.50 1,129.11 18.99 32.73 - - 27.49 1,161.84
(Deductions) /Adjustments - - - - - (11.00) - (11.00)
during the year
Cost as at March 31 1,137.61 1,129.11 167.06 148.07 - - 1,304.67 1,277.18
Amortisation
As at April 1 8.04 - 117.25 91.69 - 0.36 125.29 92.05
Amortisation/impairment for 229.83 8.04 20.72 25.56 - 0.37 250.55 33.97
the year
(Deductions) /Adjustments - - - - - (0.73) - (0.73)
during the year
As at March 31 237.87 8.04 137.97 117.25 - - 375.84 125.29
Net Block 899.74 1,121.07 29.09 30.82 - - 928.83 1,151.89
NOTE 14 : ASSETS HELD FOR SALE (` in Million)

March 31, 2022 March 31, 2021
Building - 305.75
Total - 305.75
NOTE 15 : RIGHT OF USE ASSET

A) Carrying value of right of use assets at the end of the reporting period by class (` in Million)
Premises Vehicle Total Premises Vehicle Total
Balance at the beginning of the year 205.39 12.06 217.45 211.18 11.86 223.04
Additions during the year 192.74 31.54 224.28 163.74 7.68 171.42
Deletions during the year (55.39) (0.71) (56.10) (71.86) (1.28) (73.14)
Depreciation charged for the year (101.03) (10.83) (111.86) (97.67) (6.20) (103.87)
Balance at the end of the year 241.71 32.06 273.77 205.39 12.06 217.45
B) Maturity analysis of lease liabilities (` in Million)

March 31, 2022 March 31, 2021
Maturity analysis – contractual undiscounted cash flows
- Less than one year 84.37 56.18
- One to five years 241.26 163.99
- More than five years 32.22 85.12
Total undiscounted lease liabilities at 31 March 357.85 305.29
Lease liabilities included in the statement of financial position at 31 March 290.39 232.17
Current lease liability 63.65 39.94
Non current lease liability 226.74 192.23
235

C) Amounts recognised in profit or loss (` in Million)

March 31, 2022 March 31, 2021
Interest on lease liabilities 24.97 19.10
Depreciation charge for the year 111.86 103.87
Expenses relating to short-term leases - 1.43
Expenses relating to leases of low-value assets, excluding short-term leases 0.61 1.94
of low value assets
Total 137.44 126.34
D) Amounts recognised in the statement of cash flows (` in Million)

March 31, 2022 March 31, 2021
Total cash outflow for leases 129.21 113.93
During Previous year, the Ministry of Corporate Affairs (MCA) has issued amendment in August 2020 relating to Ind AS 116.
The said amendment as a practical expedient permits lessees not to account for COVID-19 related rent concessions as a
lease modification.
The company has exercised the option of not accounting for Covid related rent concessions as lease modification and has
accounted for the rent concession received from the lessors of ` 0.64 million (March 31, 2021 ` 6.60 million) as income under
the head “Other income”.
NOTE 16 : OTHER NON-FINANCIAL ASSETS (` in Million)

March 31, 2022 March 31, 2021
Service tax/VAT/GST/other tax input credit 8.09 7.73
Prepaid expense 85.26 82.29
Capital advance 2.04 162.12
Other advances 58.97 17.74
Other non-financial assets 24.51 31.84
Total 178.87 301.72
NOTE 17 : PAYABLES (` in Million)

March 31, 2022 March 31, 2021
(1) Trade Payable
- Total outstanding dues of creditors other than micro enterprises and 16.55 43.23
small enterprises
Total (1) 16.55 43.23
(2) Other Payable
- Total outstanding dues of micro enterprises and small enterprises
- Total outstanding dues of creditors other than micro enterprises and
small enterprises
(a) Unbilled - Provision for expenses 893.85 362.11
(b) Accrued salaries & benefits 25.17 2.25
(c) Others 9.06 6.73
Total (2) 928.08 371.09
Total (1+2) 944.63 414.32
Disclosure under The Micro, Small and Medium Enterprises Development Act, 2006
236
Corporate Overview

The following disclosure is made as per the requirement under the Micro, Small and Medium Enterprises Development Act, 2006
(MSMED) on the basis of confirmations sought from suppliers on registration with the specified authority under MSMED:
(` in Million)
March 31, 2022 March 31, 2021
(a) Principal amount remaining unpaid to any supplier at the year end - -
(b) Interest due thereon remaining unpaid to any supplier at the year end - -
(c) Amount of interest paid and payments made to the supplier beyond the - -
appointed day during the year
(d) Amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under the Act
(e) Amount of interest accrued and remaining unpaid at the year end - -
(f) Amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues above are
actually paid to the small enterprise, for the purpose of disallowance of a
deductible expenditure under section 23 of the Act
Ageing schedule for Trade payables is as under: (` in Million)

Unbillied Less than 1 - 2 Years 2 - 3 Years More than Total
1 year 3 years
MSME - - - - - -
Others 928.08 11.82 4.02 0.06 0.65 944.63
(` in Million)
Unbillied Less than 1 - 2 Years 2 - 3 Years More than Total
1 year 3 years
MSME - - - - - -
Others 371.09 41.90 0.16 0.13 1.03 414.32
NOTE 18 : BORROWINGS (OTHER THAN DEBT SECURITIES) (` in Million)

March 31, 2022 March 31, 2021
At amortised cost
(a) Loans repayable on demand
- Bank overdraft 1,362.89 -
- Working capital demand loan 2,000.00 890.00
- Unsecured Loan 800.08 -
(b) Term Loan
- Loan from Bank 1,907.44 2,025.88
Total 6,070.41 2,915.88
Borrowings in India 6,070.41 2,915.88
Borrowings outside India - -
Total 6,070.41 2,915.88
237

18.1 (a) Working capital demand loan (WCDL) and bank overdraft are secured by way of first pari-passu charge on all
receivable to the tune of 2 times of the outstanding facility amount and against Fixed Deposit pledged with Bank.
Refer note 41 for details of asset pledged.
(b) Tenor of repayment :

(i) For WCDL it varies from 7 days to 365 days of each tranche, principal amount of each tranche is to be paid as
bullet payment on maturity date.
(ii) For bank overdraft upto validity of facility.
(c) Interest Rate ranging from 3.91% to 7.65%
18.2 Term loans from Bank

(i) Term loan of ` 1,907.44 million (31 March 2021: ` 2,025.88) are secured by way of immovable properties situated
at Ahmedabad, Mumbai ,Chennai, Gurgaon, Hyderabad, Pune & Thane owned by IIFL Facilities Services Limited (a
wholly owned subsidiary). The outstanding amount are repayable in 120 monthly installments starting from April 2021
having a interest rate of 7.95% floating rate (Repo Rate + Applicable spread)
18.3 Unsecured Loan

(i) Short term loan from bank.
NOTE 19 : OTHER FINANCIAL LIABILITIES (` in Million)

March 31, 2022 March 31, 2021
Clients payables * 28,266.57 11,895.18
Exchanges payables 11,561.17 9,475.50
Deposits received from franchisee, tenant and others# 572.14 417.03
Book overdraft 16.16 55.78
Payable to related parties (Refer note 44) 5.46 3.90
Finance lease obligation 290.39 232.17
Other payable 252.56 62.71
Total 40,964.45 22,142.27
* Includes payable to director and key managerial personnel and their relatives ` 0.00 millions (March 31, 2021 ` 0.13 millions) (Refer note 44)
# Includes deposit from related party of ` 20.06 millions (March 31, 2021 ` 19.63 millions) (Refer note 44)
NOTE 20 : PROVISIONS (` in Million)

March 31, 2022 March 31, 2021
Total 63.70 47.32
NOTE 21 : OTHER NON-FINANCIAL LIABILITIES (` in Million)

March 31, 2022 March 31, 2021
Income received in advance 7.71 6.22
Statutory dues (net of input credit) 320.53 67.70
Advances received from customers
- Asset held for sale - 20.78
- Others 80.65 123.30
Total 408.89 218.00
238
Corporate Overview

NOTE 22 : EQUITY SHARE CAPITAL

a. The Authorised, Issued, Subscribed and Paid up Share Capital: (` in Million)
March 31, 2022 March 31, 2021
Authorised Share Capital
At the beginning of the year 1,000.00 1,000.00
Add: Increase in authorised share capital - -
Closing at the end of year 1,000.00 1,000.00
Issued, Subscribed and Paid-up Share Capital
303,936,230 Equity Shares of ` 2 each fully paid up ( 302,935,330 Equity Shares 607.87 605.87
of ` 2 each fully paid up)
b. Reconciliation of the shares outstanding at the beginning and at the end of the year:
Equity Shares
Add: Shares issued during the year under ESOP 1,000,900 2.00 326,262 0.65
Scheme
Less: Shares extinguished on buyback # - - (17,000,394) (34.00)
# In FY 2020-21, the Company had concluded the buyback of 17,000,394 equity shares at an average price of ` 50.99 per equity share,
(maximum buy back price approved was ` 54 per equity share) (“Buyback”) as approved by the Board of Directors on November 20, 2020 and
by shareholders through postal ballot on December 22, 2020. The equity shares bought back were extinguished on February 16, 2021 . Total
outflow of ` 866.81 million (excluding taxes and expenses) of which ` 832.81 million has been utilized from the securities premium account in
line with the requirement under the Companies Act 2013. Further tax on Buyback and Buyback related expenses amounting to ` 189.60 million
and ` 1.23 million respectively have also been utilized from securities premium account. Additionally Capital Redemption Reserve of ` 34.00
million (equivalent to nominal value of the equity shares bought back) has been created out of securities premium account, in line with the
requirement under the Companies Act 2013. Consequent to extinguishment of shares so bought back, the paid-up equity share capital has
reduced by ` 34.00 million (Refer note 23).
c. Terms/Rights attached to Equity Shares

The Company has only one class of shares referred to as equity shares having a par value of ` 2/- each. Each holder of
equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees.
In the event of liquidation of Company, the holder of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by shareholders.
d. Details of shareholders holding more than 5% shares in the Company:

The list of shareholders to whom the shares to be issued under the Composite Scheme of Arrangement having more than
5% shareholdings are as under:
No. of Shares % of holding in No. of Shares % of holding in
the class the class
Equity share of ` 2 each fully paid up
FIH Mauritius Investments Ltd. 84,641,445 27.85% 84,641,445 27.94%
Mr. Nirmal Bhanwarlal Jain 46,964,282 15.45% 46,964,282 15.50%
HWIC Asia Fund Class A shares 28,362,530 9.33% 28,362,530 9.36%
Total 159,968,257 52.63% 159,968,257 52.81%
239

e. During the period of five years immediately preceding the balance sheet date, the Company has not issued any shares
without payment being received in cash or by any way of bonus shares or shares bought back, except shares allotted
through composite Scheme of Arrangement.
f. Shares reserved for issue under options and contracts/commitments for sale of shares/disinvestments, including the
terms and amount, refer note 43 for details of shares reserved for issue under Employee Stock Option Plan of the Company.
g. Details of Shareholding of Promoters of the Company:

No. of % of Total % Change No. of % of Total % Change
Shares Shares during the Shares Shares during the
year year
Nirmal Bhanwarlal Jain 46,964,282 15.45% -0.33% 46,964,282 15.50% 5.50%
Madhu N Jain 12,075,000 3.97% -0.33% 12,075,000 3.99% 5.50%
Venkataraman Rajamani 11,184,432 3.68% -0.33% 11,184,432 3.69% 5.50%
Mansukhlal Jain & Harshita Jain (in their 10,000,000 3.29% -0.33% 10,000,000 3.30% 5.50%
capacity as Trustee of Nirmal Madhu
Family Private Trust)
Aditi Avinash Athavankar (in the capacity 9,000,000 2.96% -0.33% 9,000,000 2.97% 5.50%
as Trustee of Kalki Family Private Trust)
Aditi Athavankar 200,000 0.07% -0.33% 200,000 0.07% 5.50%
Orpheus Trading Pvt Ltd 3,019,500 0.99% -0.33% 3,019,500 1.00% 5.50%
Ardent Impex Pvt Ltd 2,700,000 0.89% -0.33% 2,700,000 0.89% 5.50%
Total 95,143,214 31.30% 95,143,214 31.41%
NOTE 23 : OTHER EQUITY (` in Million)

Particulars General Capital Debenture Capital Securities Retained Share Other Exchange Total
reserve redemp- redemp- reserve premium earnings option comprehensive differences
tion tion outstanding income on translating
reserve reserve account the financial
statements
of a foreign
operation
Balance as at April 01, 2021 461.48 34.00 - 660.72 1,199.17 6,667.30 46.52 (11.15) 13.47 9,071.51
Changes in accounting policy or prior - - - - - - - - - -
period errors
Total comprehensive income for the year - - - - - 3,060.57 - (1.60) - 3,058.97
Transfer to/from reserves 3.34 - - - - - (3.34) - - -
Share issue expenses - - - - (83.30) - - - - (83.30)
Other additions - - - - 34.32 0.16 38.15 - 3.66 76.29
240
Corporate Overview

(` in Million)
Particulars General Capital Debenture Capital Securities Retained Share Other Exchange Total
reserve redemp- redemp- reserve premium earnings option comprehensive differences
tion tion outstanding income on translating
reserve reserve account the financial
statements
of a foreign
operation
Balance as at April 01, 2020 414.81 - 45.29 660.72 2,244.96 4,766.89 28.84 (18.46) 15.62 8,158.67
Changes in accounting policy or prior - - - - - - - - - -
period errors
Total comprehensive income for the year - - - - - 2,203.35 - 7.31 - 2,210.66
Transfer to/from reserves 46.67 - (45.29) - 2.34 - (3.72) - - -
Buyback of Equity shares (Refer note 22) - - - - (832.81) - - - - (832.81)
Buyback expenses including tax - - - - (190.83) - - - - (190.83)
(Refer note 22)
Creation of Capital Redemption Reserve - 34.00 - - (34.00) - - - - -
(Refer note 22)
Other additions - - - - 9.51 - 21.40 - (2.15) 28.76
Footnotes : Nature and purpose of reserves

i) Capital reserves : Capital reserve is created due to Composite Scheme of Arrangement
ii) Securities premium : Securities premium represents the surplus of proceeds received over the face value of shares, at
the time of issue of shares. The issue expenses of securities which qualify as equity instruments are written off against
securities premium account.
iii) Debenture redemption reserve : Debenture redemption reserve is created Pursuant to Section 71 of the Companies Act,
2013 read with Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014, where the Company is required to
create debenture redemption reserve of a value equivalent to 25% of the debentures offered through a private placement on
profit available for distribution of dividend. During the year an amount of ` Nil million (Previous year ` 45.29 million) has been
transferred from Debenture Redemption Reserve account to General Reserve on account of redemption of Debentures.
iv) General reserve : General reserve is used from time to time to transfer profits from retained earnings for appropriation
purpose. As the General reserve is created by a transfer from one component of equity to another and is not an item of
other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of
profit and loss.
v) Retained earnings : The balance in retained earnings primarily represents the surplus after payment of dividend(including
tax on dividend) and transfer to reserves.
vi) Share options outstanding account : The share options outstanding account is used to record the fair value of equity-settled
share based payment transactions with employees. The amounts recorded in share options outstanding account are
transferred to securities premium upon exercise of stock options and transferred to general reserve on account of stock
options not exercised by employees.
vii) Exchange difference on translation of foreign operations through other comprehensive income : For the purpose of
consolidation of subsidiaries with the financial statement of the holding company, income and expense are translated at
average rates and assets and liabilities are stated at closing rate. Use of such different rates for translation give rise to
exchange differences which is accumulated in foreign currency translation reserve. The movement in this reserve is due to
fluctuation in exchange rates of currencies during the financial year ended March 31, 2022 and March 31, 2021.
viii)
Capital Redemption Reserve: Nominal value of the shares cancelled through buyback is transferred to Capital
Redemption Reserve.
241

NOTE 24 : NON CONTROLLING INTEREST (` in Million)

March 31, 2022 March 31, 2021
Balance at the Beginning of the year (1.63) (1.33)
Profit / (loss) during the year (2.26) (0.30)
Non-controlling interest arising on the acquisition 2.05 -
Total (1.84) (1.63)
NOTE 25 : INTEREST INCOME (` in Million)

Interest on loans 1,077.54 333.66
Interest on deposits with banks* 716.59 413.82
Other interest income - 0.29
Total 1,794.13 747.77
*Interest received on fixed deposit with bank which are pledged with exchange for margin purpose.
NOTE 26 : FEES AND COMMISSION INCOME (` in Million)

Brokerage & related income 6,746.61 4,990.77
Investment banking income 1,503.82 735.97
Commission & other advisory fees (incl. cross sell) 2,118.86 1,222.63
Total 10,369.29 6,949.37
In the following table, Income from contracts with customers in the scope of Ind AS 115 is disaggregated by major type of
services. The table also includes a reconciliation of the disaggregated income with the group reportable segments.
(` in Million)
FY 2021-22 Capital Market Insurance Facilities & Others Total
Activity Broking Ancillary
Brokerage and related income 6,858.22 - 4.88 - 6,863.10
Investment banking income 1,503.82 - - - 1,503.82
Commission & other advisory fees (incl. cross sell) 1,375.37 510.20 217.62 27.67 2,130.86
Less : - Inter segment - - - - (128.49)
Total fee and commission income (a) 9,737.41 510.20 222.50 27.67 10,369.29
Rental Income - - 397.08 - 397.08
Total rental income (b) - - 397.08 - 159.85
Contractual revenue from operations (a + b) 9,737.41 510.20 619.58 27.67 10,529.14
(` in Million)
FY 2020-21 Capital Market Insurance Facilities & Others Total
Brokerage and related income 5,045.89 - - - 5,045.89
Investment banking income 735.97 - - - 735.97
Commission & other advisory fees (incl. cross sell) 580.85 425.89 227.77 1,234.51
Total fee and commission income (a) 6,362.71 425.89 227.77 - 6,949.37
Rental Income - - 474.16 474.16
Total rental income (b) - - 474.16 - 211.37
Contractual revenue from operations (a + b) 6,362.71 425.89 701.93 - 7,160.74
242
Corporate Overview

NOTE 27 : OTHER INCOME (` in Million)

Gain/(loss) on financial assets measured at fair value through Profit & Loss
account
- Realised 299.53 583.03
- Unrealised 133.68 (298.42)
Interest income on
- Investment 48.36 73.86
- Inter corporate deposit/ Lease 90.99 92.25
- Fixed deposits 23.24 3.49
- Income tax refund 9.46 8.65
Gain on termination on lease 5.73 5.50
Gain on derecognition of property, plant and equipment 110.65 67.65
Infrastructure support income 63.76 80.28
Income from sale of inventories 19.47 109.65
Other income 19.22 7.57
Total 840.84 767.69
NOTE 28 : FINANCE COST MEASURED AT AMOTISED COST (` in Million)

Interest on borrowings 774.48 397.37
Interest on debt securities - 5.80
Interest on lease 24.97 19.10
Other finance expense 215.88 73.98
Total 1,015.33 496.25
NOTE 29 : FEES AND COMMISSION EXPENSE (` in Million)

Sub brokerage charges 1,422.13 954.55
Commission & other advisory fees (incl. cross sell) 581.94 125.69
Others 99.50 96.77
Total 2,103.57 1,177.01
NOTE 30 : EMPLOYEE BENEFITS EXPENSES (` in Million)

Salaries and wages 3,071.11 1,983.68
Contribution to provident and other funds 68.08 58.15
Share based payments (Refer note 43) 38.40 20.47
Staff welfare expenses 21.77 11.48
Gratuity 14.38 15.40
Leave encashment 26.82 23.91
Total 3,240.56 2,113.09
243

As per Indian Accounting Standard 19 “Employee benefits”, the disclosures as defined are given below:
A Defined Benefit Plans:
(i) Reconciliation of opening and closing balances of Defined Benefit Obligation (` in Million)
Defined benefit obligation at beginning of the year 166.46 161.65
Interest cost 10.92 10.60
Liability transferred In/ acquisitions 4.42 1.91
(Liability transferred out/ divestments) (5.02) (2.74)
(Benefit Paid directly by the employer) (0.01) (0.23)
Actuarial (gains)/losses on obligations - due to change in demographic (0.15) -
assumptions
Actuarial (gains)/losses on obligations - due to change in financial assumptions (4.27) (0.24)
Actuarial (gains)/losses on obligations - due to experience 6.02 0.41
Defined benefit obligation at period end 177.67 166.46
(ii) Reconciliation of opening and closing balances of fair value of plan assets (` in Million)
Change in the fair value of plan assets
Fair value of plan assets at beginning of the year 168.88 145.79
Contributions by the employer 20.49 22.85
Expected return on plan assets (excluding interest) (0.55) 9.94
Fair value of plan assets at the end of the period 184.67 168.88
(iii) Amount Recognized in the balance sheet (` in Million)

(Present value of benefit obligation at the end of the period) (177.67) (166.46)
Fair value of Plan Assets at the end of the year/period 184.67 168.88
Net (liability)/asset recognized in the balance sheet (surplus/ (deficit)) 7.00 2.42
(iv) Expenses recognised during the period (` in Million)

In income statement
Net interest Cost (0.15) 1.03
Expense recognised in the Statement of Profit and Loss under 14.38 15.40
"Employee benefits expenses"
In other comprehensive income

Actuarial (gains)/losses on obligation for the period 1.59 0.17
Return on plan assets, excluding interest income 0.55 (9.94)
Net (income)/expense for the period recognized in OCI 2.14 (9.77)
244
Corporate Overview

(v) Balance sheet reconciliation (` in Million)

Opening net liability (2.42) 15.86
Expenses recognized in statement of profit or loss 14.38 15.40
Expenses recognized in OCI 2.14 (9.77)
Net liability/(asset) Transfer In 4.42 1.91
Net (liability)/asset Transfer Out (5.02) (2.74)
(Benefit paid directly by the employer) (0.01) (0.23)
(Employer's contribution) (20.49) (22.85)
Net liability/(asset) recognized in the balance sheet (7.00) (2.42)
(vi) Investment Details: (` in Million)

Category of assets
Insurance fund 184.67 168.88
Total 184.67 168.88
(vii) Actuarial assumptions

Mortality Table (IALM)
Expected return on plan assets 6.49 % - 7.25% 6.49 % - 6.87%
Rate of discounting 6.49 % - 7.25% 6.49 % - 6.87%
Rate of salary increase 5 % - 9% 5 % - 9%
Rate of employee turnover For service 4 years For service 4 years
and below 31% - 49% and below 31 - 49%
p.a. & thereafter p.a. & thereafter
1% - 6% p.a. 1 - 6 % p.a.
Mortality rate during employment Indian Assured Lives Indian Assured Lives
Mortality Mortality (2006-08)
(2006-08) &
(2012-14) urban
(a) The estimate of future salary increase, considered in the actuarial valuation, takes into account inflation, seniority,
promotion, increments and other relevant factors.
(b) The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of
plan assets held, assessed risks, historical results of return on plan assets and the group policy for plan assets management.
(viii) Sensitivity analysis

Significant actuarial assumptions for the determination of the defined benefit obligation are discount trade ,expected
salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible
changes of the assumptions occurring at end of the reporting period, while holding all other assumptions constant.
The result of Sensitivity analysis is given below:
(` in Million)
Projected benefit obligation on current assumptions (177.67) (166.46)
Delta effect of +1% change in rate of discounting (13.82) (12.56)
Delta effect of -1% change in rate of discounting 15.95 14.55
Delta effect of +1% change in rate of salary increase 12.27 11.73
Delta effect of -1% change in rate of salary increase (11.19) (10.78)
Delta effect of +1% change in rate of employee turnover 3.08 2.22
Delta effect of -1% change in rate of employee turnover 3.26 (2.51)
Weighted average duration of the projected benefit obligation 12 12
245

These plans typically expose the group to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.
Investment risk :- The present value of the defined benefit plan liability is calculated using a discount rate which is determined
by reference to market yields at the end of the reporting period on government bonds
Interest risk :- A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an
increase in the return on the plan debt investments
Longevity risk :- The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants
will increase the plan’s liability.
Salary risk :- The present value of the defined plan liability is calculated by reference to the future salaries of plan participants.
As such, an increase in the salary of the plan participants will increase the plan’s liability.
(ix) Maturity analysis of the benefit payments: from the fund (` in Million)
1st following year 13.50 22.54
2nd following year 13.02 11.04
3rd following year 12.85 11.44
4th following year 13.00 10.98
5th following year 14.07 11.10
6 to 10 years 75.97 62.57
Year 11 and above 216.13 193.52
B. Defined Contribution Plans:

The subsidiary companies have recognised the following amounts as an expense in the Statement of Profit and Loss:
(` in Million)
Contribution to Provident Fund 40.32 29.68
Contribution to ESIC 2.04 2.01
Contribution to Labour Welfare Fund 0.09 0.08
Contribution to EPS 22.69 21.95
Contribution to NPS 2.94 4.43
Total 68.08 58.15
NOTE 31 : DEPRECIATION, AMORTIZATION AND IMPAIRMENT (` in Million)

Depreciation on property, plant and equipment 272.15 320.92
Depreciation on right of use asset 111.86 103.87
Amortization of intangible asset 250.55 33.97
Total 634.56 458.76
246
Corporate Overview

NOTE 32 : OTHER EXPENSES (` in Million)

Advertisement expense 351.91 239.18
Brokerage and related expenses 15.84 6.41
Communication expense 70.53 89.37
Corporate social responsibility expenses (Refer note 39) 34.03 44.99
Custodian charges 60.77 43.56
Directors sitting fees 1.90 2.03
Directors commission 4.00 2.72
Exchange and statutory charges 79.05 9.85
Expected credit loss 59.66 50.80
Expense on account of sale of inventories 25.25 114.65
Franking charges and Bank Charges 8.17 6.97
Infrastructure support charges 12.60 9.51
Legal and professional charges 354.43 233.25
Loss on derecognition of property, plant and equipment 1.40 1.95
Marketing and commission expenses 266.42 172.65
Office expenses 121.32 100.87
Printing and stationery and Postage and courier 19.65 13.24
Rent, electricity, rates & taxes, insurance 88.33 78.23
Repairs & maintenance
- Computer 0.45 0.83
- Others 14.00 12.66
Remuneration to auditors :
- As auditors - Statutory Audit 9.01 8.41
- Certification work and other matters 0.14 0.43
- Out of pocket expenses 0.42 0.61
Technology cost 481.91 308.50
Travelling & conveyance and Meeting, Seminar & subscription 53.25 27.07
Miscellaneous expenses 16.07 6.64
Total 2,150.51 1,585.38
NOTE 33 : INCOME TAX

Amount recognised in profit or loss (` in Million)
Current tax expenses
Current year 998.28 648.70
Changes in estimates related to prior years (12.62) 8.05
Deferred tax expenses
Origination and reversal of temporary differences (22.94) (12.46)
Total 962.72 644.29
247

Reconciliation of effective tax rates: (` in Million)

Profit before tax (including exceptional item) 4,021.03 2,847.34
Tax using domestic tax rates 25.168% 25.168%
Tax amount 1,012.01 716.62
Tax effect of :
Non-deductible expenses 22.04 11.48
Differential Tax Treatment - (125.53)
Income taxable at different rate (70.63) 24.93
Adjustment in respect of current income tax of prior years (12.62) 8.05
Differential rate in subsidiaries and associates (0.34) 1.35
Loss on which DTA is not created 19.45 9.59
Tax-exempt income
Dividend (4.18) (8.56)
Others (1.35) (0.99)
Recognition of previously unrecognised deductible temporary differences (1.66) 7.35
Total income tax expense 962.72 644.29
NOTE 34 : EARNINGS PER EQUITY SHARE

Face value of equity shares in ` fully paid up 2.00 2.00
BASIC
Profit after tax as per statement of profit and loss ( ` in Millions) A 3,060.57 2,203.35
Weighted average number of equity shares outstanding B 303,285,115 316,337,518
Basic EPS In ` A/B 10.09 6.97
DILUTED
Weighted average number of equity shares for computation of basic EPS 303,285,115 316,337,518
Add: Potential equity shares on conversion of Employees Stock Options 4,576,760 2,622,618
Weighted average number of equity shares for computation of diluted C 307,861,875 318,960,136
EPS
Diluted EPS In ` A/C 9.94 6.91
NOTE 35: MATURITY ANALYSIS OF ASSETS AND LIABILITIES

The table below shows an analysis of assets and liabilities analysed according to when they are expected to be
recovered or settled.
(` in Million)
ASSETS
1. Financial Assets
(a) Cash and cash equivalents 10,948.28 - 10,948.28 2,780.61 - 2,780.61
(b) Bank balance other than (a) above 25,212.64 1,240.59 26,453.23 13,891.09 103.69 13,994.78
(c) Receivables
(I) Trade receivables 282.41 - 282.41 342.72 - 342.72
(II) Other receivables 177.61 - 177.61 108.83 - 108.83
(d) Loans 4,731.34 1.97 4,733.31 971.34 9.07 980.41
(e) Investments 1,910.35 365.13 2,275.48 548.54 188.91 737.45
(f) Other financial assets 9,802.84 94.51 9,897.35 9,598.12 274.38 9,872.50
Sub-total 53,065.47 1,702.20 54,767.67 28,241.25 576.05 28,817.30
248
Corporate Overview

(` in Million)
2. Non-Financial Assets
(a) Current tax assets (net) - 380.49 380.49 - 432.75 432.75
(b) Deferred tax assets (net) - 236.49 236.49 - 213.61 213.61
(c) Investment property - 765.79 765.79 - 939.17 939.17
(d) Property, Plant and Equipment - 2,853.09 2,853.09 - 2,572.85 2,572.85
(e) Capital work-in-progress - 25.49 25.49 - 465.51 465.51
(f) Inventories - - - 23.25 - 23.25
(g) Other intangible assets - 928.83 928.83 - 1,151.89 1,151.89
(h) Assets held for sale - - - 305.75 - 305.75
(i) Right of use asset - 273.77 273.77 - 217.45 217.45
(j) Other non-financial assets 161.88 16.99 178.87 121.57 180.15 301.72
Sub-total 161.88 5,480.94 5,642.82 450.57 6,173.38 6,623.95
Total Assets 53,227.35 7,183.14 60,410.49 28,691.82 6,749.43 35,441.25
LIABILITIES
1. Financial Liabilities
(a) Payables
(I) Trade payables
(i) Total outstanding dues - - - - - -
of micro enterprises and
small enterprises
enterprises and small
enterprises
(II) Other payables
(i) Total outstanding dues - - - - - -
of micro enterprises and
small enterprises
enterprises and small
enterprises
(b) Borrowings (other than debt 4,320.20 1,750.21 6,070.41 1,017.10 1,898.78 2,915.88
securities)
(c) Other financial liabilities 40,305.78 658.67 40,964.45 21,643.85 498.42 22,142.27
Sub-total 45,570.61 2,408.88 47,979.49 23,075.27 2,397.20 25,472.47
2. Non-Financial Liabilities
(a) Current tax liabilities (net) 140.49 - 140.49 27.71 - 27.71
(b) Provisions 13.87 49.83 63.70 9.73 37.59 47.32
(c) Other non-financial liabilities 408.89 - 408.89 218.00 - 218.00
Sub-total 563.25 49.83 613.08 255.44 37.59 293.03
3. Equity
(a) Equity share capital - 607.87 607.87 - 605.87 605.87
(b) Other equity - 11,211.89 11,211.89 - 9,071.51 9,071.51
(c) Non controlling interest - (1.84) (1.84) - (1.63) (1.63)
Sub-total - 11,817.92 11,817.92 - 9,675.75 9,675.75
Total Liabilities and Equity 46,133.86 14,276.63 60,410.49 23,330.71 12,110.54 35,441.25
249

NOTE 36: FINANCIAL RISK MANAGEMENT

The Group’s financial risk management is an integral part of how to plan and execute its business strategies. The Group’s risk
management policy is approved by the audit committee.
The Group adopts the ‘three lines-of-defence’ (3 LOD) model wherein management control at the business entity level is the first
line of defence in risk management. Various risk control and compliance oversight functions, established by the management
are the second line of defence. Finally, the third line comprises the internal audit/ assurance function. All three lines play a
distinct role within Group wider governance framework.
The Group is exposed to market risk, credit risk, liquidity risk etc. The Group senior management oversees the management of
these risks. The Group senior management is overseen by the audit committee with respect to risks and facilitates appropriate
financial risk governance framework for the Group. Financial risks are identified, measured and managed in accordance with
the Group policies and risk objectives. The Board of Directors reviews and agrees policies for managing key risks, which are
summarised below.
36 A.1. CREDIT RISK

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the group.
Credit risk arises primarily from financial assets such as trade receivables, investments, derivative financial instruments, other
balances with banks, loans and other receivables and other financial asset.
Credit quality analysis

The following tables sets out information about the credit quality of financial assets measured at amortised cost, FVOCI debt
investments. Unless specifically indicated, for financial assets, the amounts in the table represent gross carrying amounts.
(` in Million)
Carrying amount 190.68 91.73 - 282.41
Carrying amount 9,879.19 18.16 - 9,897.35
(` in Million)
Carrying amount 308.65 34.07 - 342.72
Carrying amount 9,855.35 17.15 - 9,872.50
250
Corporate Overview

Movement of ECL (Trade receivable and other financial assets) (` in Million)

Particulars Financial assets Financial assets Total
for which credit for which credit
risk has increased risk has increased
significantly and significantly and
credit not impaired credit impaired
April 1, 2020 21.40 538.86 560.26
Increase/(decrease) net (2.68) 38.72 36.04
March 31, 2021 18.72 577.58 596.30
Increase/(decrease) net 4.19 19.16 23.35
March 31, 2022 22.91 596.74 619.65
36 A.2. COLLATERAL HELD

The group holds collateral of securities and other credit enhancements against its credit exposures.
36 A.3. MEASUREMENT OF EXPECTED CREDIT LOSS

The group has applied the impairment requirements of Ind AS 109 retrospectively; however, as permitted by Ind AS 101, it
has used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at
the date that financial instruments were initially recognized. Further, the group has not undertaken an exhaustive search for
information when determining, at the date of transition to Ind AS whether there have been significant increases in credit risk
since initial recognition, as permitted by Ind AS 101.
36 B. LIQUIDITY RISK
Liquidity risk arises from the group inability to meet its cash flow commitments on time. Prudent liquidity risk management
implies maintaining sufficient stock of cash and marketable securities and maintaining availability of standby funding through
an adequate line up of committed credit facilities. It uses a range of products mix to ensure efficient funding from across
well-diversified markets and investor pools. Treasury monitors rolling forecasts of the group cash flow position and ensures
that the group is able to meet its financial obligation at all times including contingencies.
The table below analyse the groups financial liability into relevant maturity grouping based on their contractual maturity.
The amount disclosed in the table are the contractual undiscounted cash flows. Balance due within 1 year equals their carrying
balances as the impact of discounting is not significant.
(` in Million)
Total Up to 1 year 1-5 years 5-10 years More than
10 years
Loan from Bank 1,907.44 157.23 948.10 802.11 -
Bank overdraft 1,362.89 1,362.89 - - -
Working capital demand loan 2,000.00 2,000.00 - - -
Other Borrowings 800.08 800.08 -
Total liabilities 48,046.95 45,433.66 1,783.04 830.25 -
251

(` in Million)
Total Up to 1 year 1-5 years 5-10 years More than
10 years
Loan from Bank 2,025.88 127.10 875.88 1,022.90 -
Working capital demand loan 890.00 890.00 - - -
Total liabilities 25,545.60 23,091.92 1,345.66 1,108.02 -
36 C. MARKET RISK
Market risk is the risk of any loss in future earnings, in realizable fair values or in futures cash flows that may result from a
change in the price of a financial instrument.
36 C.1 INTEREST RATE RISK

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. Interest rate change does not affects significantly short term borrowing and current investment
therefore the group exposure to the risk of changes in market interest rates relates primarily to the group long-term debt and
non current investment.
The following table shows sensitivity analysis for impact on interest cost of borrowings on variable interest rate
(` in Million)
March 31, 2022 March 31, 2021
Bank overdraft 1,362.89 -
Unsecured Loan 800.08 -
Term Loan from Bank 1,907.44 2,025.88
Working capital demand loan 2,000.00 890.00
Total 6,070.41 2,915.88
Weighted average interest rate 5.90% 8.09%
Annualised interest cost 358.20 235.82
Sensitivity analysis for impact on interest cost (` in Million)

March 31, 2022 March 31, 2021
Increase in 1% change in ROI 60.70 29.16
Decrease in 1% change in ROI (60.70) (29.16)
36 C.2. FAIR VALUE SENSITIVITY ANALYSIS FOR FIXED-RATE INSTRUMENTS

The groups fixed-rate financial liabilities (non convertible debentures) are carried at amortised cost. Therefore no rise of change
in interest rates at the reporting date, since neither the carrying amount nor the future cash flows will fluctuate.
252
Corporate Overview

36 C.3. EXPOSURE TO CURRENCY RISKS

The group is operating internationally and is exposed to foreign exchange risk arising form foreign currency transaction. Below is
table showing net gap between foreign asset and liability.

Foreign currency ` in million Foreign currency ` in million
in million in million
Foreign currency assets
USD 2.00 151.71 1.64 119.75
GPB 0.22 21.74 0.29 29.72
EURO 0.01 0.59 0.02 1.72
Foreign currency liabilities
USD 0.36 27.36 0.23 16.96
GPB 0.03 2.94 0.08 8.10
EURO - - - -
Net gap
USD 1.64 124.35 1.41 102.79
GPB 0.19 18.80 0.21 21.62
EURO 0.01 0.59 0.02 1.72
The effect of upward movement of 5% in the exchange rate increase the profit/reserve by ` 7.19 million (previous year ` 6.31
million) and downward movement of 5% will reduce profit/reserve by ` 7.19 million (previous year ` 6.31 million) for FY 2021-22.
36 C.4 EXPOSURE TO PRICE RISK

The group exposure to price risk arising form investment held by the group and is classified in the balance sheet through fair
value through profit & loss account. Group has majorly invested in Alternate Investment Funds and Debt Funds under various
scheme and its exposure.
(` in Million)
Particulars ETF Equity Mutual Alternate Preference Debt Total
Shares Funds Investment Shares Fund
Funds
Market value as on March 31, 2022 - 184.08 289.16 362.28 - 1,439.96 2,275.48
Market value as on March 31, 2021 53.38 70.60 91.11 311.98 - 170.53 697.60
The effect of upward movement of 5% in the price affects the projected net income by ` 113.77 million (Previous Year ` 34.88
million) and for forward downward movement of 5% the projected net loss will be ` 113.77 million (Previous Year ` 34.88 million)
for FY 2021-22.
36 D. CAPITAL MANAGEMENT
The group’s objective when managing capital are to
- Safeguard their ability to continue as going concern, so that they can continue to provide returns for the share holders and
benefits for other stake holders, and
- Maintain an optimal capital structure to reduce the cost of capital.
The group manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. To maintain or adjust the capital structure, the group may adjust the dividend payment
to shareholders, return capital to shareholders or issue new shares. The group monitors capital using debt equity ratio.
253

The group strategy is to maintain gearing ratio as per industry norms. The gearing ratio is as follows
(` in Million)
March 31, 2022 March 31, 2021
Total debt 6,070.41 2,915.88
Cash & cash equivalent (excluding client bank balance) (488.27) (515.94)
Net debt 5,582.14 2,399.94
Total equity 11,817.92 9,675.75
Debt to Equity 0.47 0.25
36 E. FAIR VALUES OF FINANCIAL INSTRUMENTS

The Group measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in
making the measurements.
– Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.
– Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly
(i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for
similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or
other valuation techniques in which all significant inputs are directly or indirectly observable from market data.
– Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes
inputs that are not observable and the unobservable inputs have a significant effect on the instrument’s valuation.
This category includes instruments that are valued based on quoted prices for similar instruments for which significant
unobservable adjustments or assumptions are required to reflect differences between the instruments.”
Subjective estimate - The valuation of level 3 financial instruments held at fair value through profit or loss or through other
comprehensive income may be misstated due to the application of valuation techniques which often involve the exercise of
judgement and the use of assumptions and estimates. A subjective estimate exists for instruments where the valuation method
uses significant unobservable inputs which is principally the case for level 3 financial instruments. The estimate measurement
of fair value is more judgemental in respect of Level 3 assets, these are valued based on models that use a significant degree of
non-market-based unobservable inputs.
Observable prices or model inputs are usually available in the market for listed debt and equity securities. The availability of
observable market prices and model inputs reduces the need for management judgement and estimation and also reduces the
uncertainty associated with determining fair values.
Fair value is the price that would be received to sell an asset or paid to transfer an liability in an orderly transaction in the principal
(or most advantageous) market at the measurement date under current market conditions, regardless of whether that price is
directly observable or estimated using a valuation technique.
The following table shows an analysis of financial instruments recorded at Fair value hierarchy:
(` in Million)
Financial Asset
Cash and cash equivalents - 10,948.28 10,948.28 - 2,780.61 2,780.61
Bank balance other than above - 26,453.23 26,453.23 - 13,994.78 13,994.78
Receivables
(I) Trade receivables - 282.41 282.41 - 342.72 342.72
(II) Other receivables - 177.61 177.61 - 108.83 108.83
Loans - 4,733.31 4,733.31 - 980.41 980.41
254
Corporate Overview

(` in Million)
Investments
- Equity Shares 184.08 - 184.08 70.60 - 70.60
- Preference Shares - - - - 39.85 39.85
- Mutual Fund 289.16 - 289.16 91.11 - 91.11
- ETF - - - 53.38 - 53.38
- Debt Instruments 1,439.96 - 1,439.96 170.53 - 170.53
- Alternate Investment Fund 362.28 - 362.28 311.98 - 311.98
Other financial assets - 9,897.35 9,897.35 - 9,872.50 9,872.50
Total 2,275.48 52,492.19 54,767.67 697.60 28,119.70 28,817.30
Financial Liabilities
Trade payables - 16.55 16.55 - 43.23 43.23
Other payables - 928.08 928.08 - 371.09 371.09
Borrowings (other than debt securities) - 6,070.41 6,070.41 - 2,915.88 2,915.88
Other financial liabilities - 40,964.45 40,964.45 - 22,142.27 22,142.27
Total - 47,979.49 47,979.49 - 25,472.47 25,472.47
36 E. 1. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE – FAIR VALUE HIERARCHY

hierarchy into which the fair value measurement is categorised. The amounts are based on the values recognised in the
statement of financial position.
(` in Million)
Financial instruments measured at fair value - recurring Recurring fair value measurement as at March 31, 2022
Mutual fund 289.16 - - 289.16
Equity instruments 184.08 - - 184.08
Debt Instruments 800.41 587.51 52.04 1,439.96
Alternate investment funds - - 362.28 362.28
Total Assets 1,273.65 587.51 414.32 2,275.48
(` in Million)
Financial instruments measured at fair value - recurring Recurring fair value measurement as at March 31, 2021
Mutual fund 91.11 - - 91.11
Equity instruments 37.12 - 33.48 70.60
Exchange Traded Fund 53.38 - - 53.38
Debt Instruments - 27.38 143.15 170.53
Alternate investment funds - - 311.98 311.98
Total Assets 181.61 27.38 488.61 697.60
255

36 E. 2. VALUATION METHODOLOGIES OF FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE

Below are the methodologies and assumptions used to determine fair values for the above financial instruments which
are not recorded and measured at fair value in the Group’s financial statements. These fair values were calculated for
disclosure purposes only.
Short-term financial assets and liabilities

For financial assets and financial liabilities that have a short-term nature, the carrying amounts, which are net of impairment,
are a reasonable approximation of their fair value. Such instruments include: cash and bank balances, balances other than cash
and cash equivalents, Trade receivables, other receivables, and trade payables
(` in Million)
Assets
Cash and cash equivalents 10,948.28 10,948.28 - 2,780.61 2,780.61 -
Bank Balance other than above 26,453.23 26,453.23 - 13,994.78 13,994.78 -
Receivables
(I) Trade receivables 282.41 282.41 - 342.72 342.72 -
(II) Other receivables 177.61 177.61 - 108.83 108.83 -
Loans 4,733.31 4,733.31 - 980.41 980.41 -
Investment in Associates - - - 39.85 39.85 -
Security deposit with landlord 103.79 95.06 Level 3 97.32 86.71 Level 3
Other financial asset 9,711.23 9,711.23 - 9,688.84 9,688.84 -
Total Assets 52,492.19 52,483.46 28,119.70 28,109.09
Liabilities
Trade payables 16.55 16.55 - 43.23 43.23 -
Other payables 928.08 928.08 - 371.09 371.09 -
Borrowings (other than debt securities) 6,070.41 6,070.41 - 2,915.88 2,915.88 -
Security Deposit from tenants 86.05 80.65 Level 3 119.70 114.20 Level 3
Security Deposit from others 486.09 486.09 - 297.33 297.33 -
Other financial liabilities 40,392.31 40,392.31 - 21,725.24 21,725.24 -
Total Liabilities 47,979.49 47,974.09 25,472.47 25,466.97
36 E. 3. MOVEMENTS IN LEVEL 3 FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

The following tables show the reconciliation of the opening and closing amounts of Level 3 financial assets and liabilities
measured at fair value:
(` in Million)
Particulars Preference Alternate Debt Equity* Total
Shares Investment
Fund
Balances as at April 01, 2020 29.02 812.08 763.78 0.00 1,604.88
Purchase - 1.28 4,896.80 2,020.00 6,918.08
Sale/redemption - (654.90) (5,580.43) (1,986.52) (8,221.85)
Reclassified to investment held at equity method (29.02) - - - (29.02)
Total gain / losses recognise in profit or loss - 153.52 63.00 - 216.52
Balances as at March 31, 2021 - 311.98 143.15 33.48 488.61
Purchase - 152.07 - - 152.07
Sale/redemption - (77.33) (95.57) (33.48) (206.38)
Reclassified to investment held at equity method - - - - -
Total gain / losses recognise in profit or loss - (24.43) 4.45 - (19.98)
Balances as at March 31, 2022 - 362.29 52.03 - 414.32
* Amount is less than ` 0.01, hence shown ` 0.00 million.
256
Corporate Overview

36 E. 4. MEASUREMENT OF FAIR VALUE

The fair values of Investments in Equity share and Bonds is based on last traded price and Alternate Investment Fund, Mutual
Funds is based on the net asset value (NAV) as stated by the issuers of these alternate asset funds in the published statements
as at the Balance Sheet date. NAV represents the price at which the issuer will issue further units of alternate asset fund and the
price at which issuers will redeem such units from the investors.
The table which shows the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant
unobservable inputs used is as follows:
Type Valuation technique Significant Range Sensitivity of the input

unobservable to fair value
inputs Change in discount
rate by 500 basis
points would increase/
(decrease) as below
Financial Assets:
Investment in non These indicates thinly traded / non traded securities Not Applicable Not Applicable Not Applicable
convertible debentures as defined in SEBI Regulations and Guidelines and
Investment in Alternate Alternate Investment Fund is based on the net Not Applicable Not Applicable Not Applicable
Investment Funds asset value (NAV) as stated by the issuers of these
alternate asset funds in the published statements
as at the Balance Sheet date. NAV represents the
price at which the issuer will issue further units of
alternate asset fund and the price at which issuers
will redeem such units from the investors.
Investment in These indicates thinly traded / non traded securities Not Applicable Not Applicable Not Applicable
Preference shares/ as defined in SEBI Regulations and Guidelines and
Equity share the fair value is estimated considering the valuation
Financial Liabilities:
Non convertible These indicates thinly traded / non traded securities Not Applicable Not Applicable Not Applicable
debentures as defined in SEBI Regulations and Guidelines and
Deposit Discounted cash flow technique- The fair value is Discount Rate 3.30% - 5.50% Not Applicable
estimated considering net present value calculated (Previous year
using discount rates derived from quoted prices of 3.00% - 5.40%)
similar instruments with similar maturity and credit based on SBI FD
rating that are traded in active markets, adjusted by rate for respective
an illiquidity factor. period of deposit
NOTE 37: CAPITAL AND OTHER COMMITMENTS AT BALANCE SHEET DATE: (` in Million)
Sr. Particulars As at As at
No. March 31, 2022 March 31, 2021
(i) Capital commitment 77.82 51.10
(ii) Other commitment 147.76 44.79
257

NOTE 38: CONTINGENT LIABILITIES:

The Group is subject to legal proceedings and claims which have arisen in the ordinary course of the business. The Group’s
management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have material
and adverse effect on the Group’s financial position.
(` in Million)
Sr. Particulars As at As at
No. March 31, 2022 March 31, 2021
(i) In respect of income tax demands (see note 1) 185.98 132.51
(ii) In respect of Service tax demands (see note 2) 452.47 411.89
(iii) In respect of MVAT Demands (see note 3) 0.63 -
(iv) Bank guarantees 7,468.03 7,468.97
(v) In respect of other legal case (see note 4) 343.27 125.15
Notes :
1) Amount paid under protest with respect to income tax demand ` 51.52 million (March 31, 2021 ` 22.41 million)
2) Amount paid under protest with respect to service tax demand ` 11.69 million (March 31, 2021 ` 11.69 million)
3) Amount paid under protest with respect to MVAT demand ` 0.63 million (March 31, 2021 ` Nil million)
4) The inspection was conducted for the four financial years of IIFL Commodities Ltd and the penalty was levied for those 4
FYs. Since the initial orders levying the penalty were not passed by the relevant authority without providing the opportunity
of hearing, the Company preferred an appeal before the SAT. The Tribunal heard the Company and remanded the matter
back to MCX relevant authority to pass the appropriate orders after providing personal hearing. On February 25, 2022, MCX
relevant authority passed the separate orders levying a penalty of ` 51.85 million without accepting company’s submissions.
Hence, aggrieved by the said orders, IIFL Commodities Ltd. has preferred an appeal before the SAT and matter is pending.
- IIFL Commodities Limited (“IICL”) was a member of National Spot Exchange Limited (NSEL) till 2013. NSEL had defaulted
in its settlement obligations to investors including pay-out of ` 279.54 Cr to IICL’s Clients who traded on the Exchange
Platform till July 2013. The matter has been under investigation by EOW, ED, SEBI, SFIO as well as other investigating
authorities/Courts and is currently pending before such authorities/courts. IICL and its officials have been fully cooperating
in the investigations and submitting all the required informations and clarifications to the authorities. IICL acted as a broker
for the investors on NSEL and facilitated execution of the orders of the investors through exchange system as a registered
broker as per the Bye-Laws, Rules and circulars of NSEL. As per the Bye-laws and Rules of NSEL, NSEL was the counter
party for the trades and it guaranteed settlement of the trades i.e. funds and commodities of the clients. The same was
also confirmed by erstwhile commodities regulator Forward Markets Commission vide its order dated December 17, 2013.
Further, the Settlement of outstanding funds pay-out by NSEL to the clients is still pending with various courts, Government
and regulatory authorities. The Bombay High Court, constituted a Committee for verifying the claims of the investors and
the process for the settlement of their claim is yet to be concluded.
- SEBI vide its order dated February 22, 2019, declared IICL “not a fit and proper person” to hold directly or indirectly, the
certificate of registration as a commodity derivative broker and rejected the application dated December 23, 2015 filed by
IICL and also directed that IICL shall cease to act, directly or indirectly, as a commodity derivatives broker. IICL preferred an
Appeal against the said SEBI Order dated February 22, 2019 before the Securities Appellate Tribunal, Mumbai on April 11,
2019. The matter is concluded and reserved for Awards.
5) The above Contingent Liability does not include Income Tax liability of ` 228.71 million arising due to error in processing of
Return by Income Tax Department.
258
Corporate Overview

NOTE 39: CORPORATE SOCIAL RESPONSIBILITY

During the year ended March 31, 2022 the Group spent ` 34.03 million (Previous year 2020-21 ` 44.99 million) out of the total
amount of ` 43.32 million (Previous year 2020-21 ` 44.99 million) required to be spent as per section 135 of the Companies
Act 2013 in respect of Corporate Social Responsibility [CSR]. The aforementioned amount has been contributed to India
Infoline Foundation.
(` in Million)

Amount required to be spent by the company during the year 43.32 44.99
Amount of expenditure incurred 34.03 44.99
Shortfall at the end of the year 9.29 -
Total of previous years shortfall - -
Reason for shortfall Pertains to ongoing projects NA
Nature of CSR activities Sakhiyon ki Baadi, Support to the ‘Home of
Developing Bazaar Hub – Ageing blind’, Supported a
Gulaabi, Development of children’s shelter home based
Ophthalmic Ward, Vaccine at Mumbai. Community based
delivery using Drone, Seva learning centre to eradicate
Kutir – Learning centre, female literacy from Rajasthan,
Solar installation at Govt. especially among the
School, Mission Conquer marginalized & Scheduled Tribe
Covid – ECG population, financial support
Machine, Cycle Distribution to Ashoka University towards
for students (Girls), its research and fellowship
Awareness Campaign on programs., Skill development
Importance of Education for activity to promote women
Female – College of Home entreprenurship, to create 3
Science, Development at restrooms for quarantined
Govt. Hospital, inmates., donations to
Hospitals in Mumbai to make
Gaon, Govt. School – Science
provisions for safety equipment
Laboratory,
for on-duty health workers.
Details of related party transactions India Infoline Foundation India Infoline Foundation
NOTE 40: DISCLOSURE OF RATIOS

Additional regulatory information required under (WB) (xvi) of Division III of Schedule III amendment, disclosure of ratios, is
not applicable to the Company as it is in broking business and not an NBFC registered under Section 45-IA of Reserve Bank of
India Act, 1934.
259

NOTE 41: ASSETS PLEDGED AS SECURITY

The carrying amounts of assets pledged as security for borrowings are:
(` in Million)
March 31, 2022 March 31, 2021
Financial assets
First charge
Other financial assets 8,705.52 5,947.60
Fixed Deposit 2,594.30 -
Non-financial assets
First charge
Land and buildings 1,857.68 1,962.17
Total assets pledged as security 13,157.50 7,909.77
NOTE 42: DISCLOSURE AS PER IND AS -108 “SEGMENT REPORTING”:

Considering the nature of the business of the Group, the management has classified its segments based on Management
Approach under Ind AS 108 as below:
Sr. Business Principal activities
No. Segment
(i) Capital market Capital Market and other related activities including distribution of financial services spaces offering
activity capital market services such as equity/ currency broking/ commodity broking, depository participant
services, merchant banking business and third party financial product distribution services.
(ii) Insurance Broking Insurance broking services.
(iii) Facility & ancillary Facilities and ancillary services includes real estate broking and other advisory services.
(iv) Others Other ancillary activities ( Including Healthcare Business)

Particulars Capital Market Insurance Facilities & Others Total
I Segment revenue
a External 11,158.71 516.18 2,000.14 29.06 13,704.09
Inter segment revenue (539.98)
Total revenue 13,164.11
II Results
a Segment result 3,129.08 304.79 655.12 (67.96) 4,021.03
Less : - Unallocated -
Profit before tax 4,021.03
b Interest income 1,385.33 - 902.95 - 2,288.28
Add : - Unallocated 9.46
Net interest income 2,297.74
c Interest expense 307.31 3.07 704.95 - 1,015.33
Add : - Unallocated -
Net Interest expense 1,015.33
d Current tax 962.72
e Net profit after tax 3,058.31
III Segment assets 54,116.54 281.55 5,332.11 63.31 59,793.51
Add : - Unallocated corporate assets 616.98
Net assets 60,410.49
IV Segment liabilities 45,430.13 87.21 2,883.35 51.39 48,452.08
Add : - Unallocated corporate liabilities 140.49
Net liabilities 48,592.57
V Capital expenditure 132.82 2.42 13.05 3.89 152.18
VI Depreciation 428.88 13.89 191.47 0.32 634.56
260
Corporate Overview


Particulars Capital Market Insurance Facilities & Others Total
I Segment revenue
a External 7,507.15 430.91 1,352.06 4.72 9,294.84
Inter segment revenue (618.64)
Total revenue 8,676.20
II Results
a Segment result 2,319.99 244.01 278.53 4.81 2,847.34
Less : - Unallocated -
Profit before tax 2,847.34
b Interest income 787.91 - 343.44 - 1,131.35
Add : - Unallocated 8.65
Net interest income 1,140.00
c Interest expense 157.94 2.75 335.56 - 496.25
Add : - Unallocated -
Net Interest expense 496.25
d Current tax 644.29
e Net profit after tax 2,203.05
III Segment assets 29,683.56 214.61 4,894.86 1.86 34,794.89
Add : - Unallocated corporate assets 646.36
Net assets 35,441.25
IV Segment liabilities 23,345.26 76.80 2,315.71 0.02 25,737.79
Add : - Unallocated corporate liabilities 27.71
Net liabilities 25,765.50
V Capital expenditure 1,200.44 0.33 296.20 - 1,496.96
VI Depreciation 204.22 22.63 231.91 - 458.76
NOTE 43 : SHARE BASED PAYMENTS

During the year, the Company has granted ESOPs under IIFL Employees Stock Option Scheme - 2018 (ESOP 2018).
a) The details of Employee Stock Option Schemes are as under:

Particulars ESOP 2018 ESOP 2019
Method of Accounting Fair Value Fair Value
Vesting Plan Options granted would vest over a period of five years subject to a minimum period of one year from the date of
grant of options
Exercise Period Seven years from the date of grant
Grant Date October 30, 2019, January 07, 2021 and August 10, 2012, October 29, 2012, November 05, 2013, August
October 08, 2021 05, 2014, March 02, 2015, March 08, 2016 and April 29, 2017
Grant Price (` per share) ` 30.85, ` 49.00 and ` 99.40 ` 25.79, ` 31.05, ` 26.47, ` 61.40, ` 82.02, ` 82.73 and ` 218.71
b) (i) Movement of options during the year ended March 31, 2022 of ESOP 2019 Scheme (Demerger Scheme)
Outstanding exercise price exercise price remaining contractual
(in `) (in `) life (Years)
Expired during the year (66,145) 61.40 - 218.71 94.95 -
261

b) (ii) Movement of options during the year ended March 31, 2022 of ESOP 2018 Scheme
Outstanding as on April 1, 2021 8,937,938 30.85 - 49.00 32.89 5.72
Forfeited during the year (1,368,256) 30.85 - 99.40 53.59 -
Exercised during the year (894,820) 30.85 - 49.00 30.87 -
Exercisable as on March 31, 2022 1,331,494 30.85 - 49.00 33.58 4.76
c) (i) Movement of options during the year ended March 31, 2021 of ESOP 2019 Scheme (Demerger Scheme)
c) (ii) Movement of options during the year ended March 31, 2021 of ESOP 2018 Scheme
Outstanding as on April 1, 2020 8,912,200 30.85 30.85 6.58
Forfeited during the year (643,750) 30.85 30.85 -
Exercisable as on March 31, 2021 510,550 30.85 30.85 5.58
Fair Value Methodology:

The fair value of the shares are measured using Black Scholes formulae. Measurement inputs include share price on measurement
date, exercise date of the instrument, exercise price, expected life, risk free interest rate, dividend yield, expected volatility .
262
Corporate Overview

Key Assumptions used in Black-Scholes model for calculating fair value as on the date of grant are as follows:
Particulars ESOP 2018
2021-22 2020-21
Stock price (`) 99.98 45.71
Volatility 42.88% 41.86%
Risk-free Rate 6.35% 5.91%
Exercise price (`) 99.40 49.00
Time to Maturity (Years) 6 6
Dividend yield 2.87% 3.93%
Weight Average Value (`) 36.40 11.68
Stock Price: The average of weekly high & low of volume weighted average price (VWAP) of shares during the two weeks
preceding the date of grant.
Volatility: The daily volatility of the stock prices on NSE, over a period prior to the date of grant, corresponding with the expected
life of the Options has been considered to calculate the fair value.
Risk-free rate of return: The risk-free rate being considered for the calculation is the India Government Bond Generic Bid Yield
with a maturity about equal to the expected life of the options.
Exercise Price: Price of each specific grant has been considered.
Time to Maturity: Time to Maturity / Expected Life of Options is the period for which the Company expects the Options to be live.
The minimum life of a stock option is the minimum period before which the Options cannot be exercised and the maximum life
is the period after which the Options cannot be exercised.
Expected dividend yield: Expected dividend yield has been calculated as an average of dividend yields for the three financial
years preceding the date of the grant. The dividend yield for the year is derived by dividing the dividend per share by the average
price per share of the respective period.
NOTE 44: RELATED PARTIES DISCLOSURES

(i) List of related parties where control exists:
Nature of relationship Name of the related party
Director and its Relatives Mr. R. Venkataraman - Chairman and Managing Director
Mr. Narendra Jain - Whole Time Director
Mr. Anand Bathiya - Independent Director w.e.f. September 22, 2020
Mr. Viswanathan Krishnan - Independent Director w.e.f. January 21, 2021
Ms. Rekha Warriar - Independent Director w.e.f. May 8, 2019
Mr. Shamik Das Sharma - Independent Director w.e.f. January 14, 2020
Mrs. Aditi Athavankar (wife of Mr. R. Venkataraman)
Mr. Mohan Radhakrishnan - Whole Time Director till January 2, 2021
Key Management Personnel Arindam Chanda - Chief Executive Officer (Till December 22, 2020)
Subsidiary India Infoline Foundation (a section 8 Company)
Associate Giskard Datatech Private Limited (associate w.e.f. November 06, 2020 till
December 30, 2021)
263

Nature of relationship Name of the related party

Other Related Parties IIFL Finance Limited
5paisa Capital Limited
IIFL Home Finance Limited
IIFL Wealth Management Limited
Clara Developers Private Limited
IIFL Asset Management Limited
IIFL Trustee Limited
IIFL Wealth Distribution Services Limited (Formerly known as IIFL Distribution
Services Limited)
IIFL Investment Adviser and Trustee Services Limited
IIFL Capital Pte. Limited
IIFL Securities Pte. Limited (Amalgamated with IIFL Capital Pte. Limited w.e.f.
October 27, 2021)
IIFL Wealth Prime Limited (Formerly known as IIFL Wealth Finance Limited)
IIFL Private Wealth Hong Kong Limited (wound up on March 26, 2021)
IIFL Private Wealth Management (Dubai) Limited
IIFL Inc
IFL Asset Management (Mauritius) Limited (Formerly known as IIFL Private
Wealth (Mauritius) Limited)
IIHFL Sales Limited (Step-Down Subsidiary of IIFL Finance Limited)
IIFL (Asia) Pte. Limited (Amalgamated with IIFL Capital Pte. Limited with effect
from October 27, 2021)
IIFL Capital (Canada) Limited
IIFL Samasta Finance Limited (Formerly known as Samasta Microfinance Limited)
IIFL Wealth Securities IFSC Limited
IIFL Wealth Altiore Limited (Formerly knowns as IIFL Altiore Advisors Limited)
IIFL Wealth Capital Markets Limited (Formerly L&T Capital Markets Limited)
(Wholly owned subsidiary of IIFL Wealth Finance Limited)
IIFL Wealth Portfolio Managers Limited (Formerly IIFL Alternate Asset Advisors
Limited)
IIFLW CSR Foundation (Incorporated w.e.f. January 20, 2020)
Orpheus Trading Private Limited
5paisa P2P Limited
5paisa Insurance Brokers Limited
5Paisa Trading Limited
Ardent Impex Private Limited
FIH Mauritius Investments Limited
Mr. Nirmal Jain - Promoter
Mr. R. Venkataraman - Promoter
MNJ Consultants Private Limited
Sunder Bhawar Ventures Private Limited
Kalki Family Private Trust
Nirmal Madhu Family Private Trust
India Infoline Employee Trust
264
Corporate Overview

(ii) Transactions during the year with related parties:

(` in million)
Nature of transactions FY 2021-22 FY 2020-21
Brokerage income /Delayed payin charges, etc:
a) Director and its relatives
Mohan Radhakrishnan - 0.11
R. Venkataraman 0.38 0.45
Narendra Jain 0.00 0.00
b) Key managerial personnel
Arindam Chanda - 0.00
c) Other related parties
Nirmal Jain - 0.19
Ardent Impex Private Limited - 0.01
Interest income on inter corporate deposit :
Advisory/Referral fee income/Marketing support fees/Structured product
brokerage:
5Paisa Capital Limited 47.72 -
IIFL Samasta Finance Limited 0.01 -
IIFL Capital Pte Ltd - 32.29
Rent income:
5 Paisa Capital Limited 22.55 21.77
Rent expense:
b) Director and its relatives
Interest expenses on inter corporate deposits:
IIFL Samasta Finance Limited - 2.01
265

(` in million)
Marketing Support Expenses / Commission & Brokerage:
IIFL Alternate Assets Advisors Limited 3.55 -
IIFL Wealth Management Limited 28.11 -
Corporate Social Responsibility Expenses:
a) Subsidiaries
India Infoline Foundation 31.34 44.98
Dividend Paid:
Director and its relatives 61.40 20.45
Other related parties 158.28 52.76
Remuneration:
Director’s 49.91 53.29
Key managerial personnel - 7.61
Director Sitting Fees:
Rekha Warriar 0.41 0.44
Shamik Das Sharma 0.35 0.47
Viswanathan Krishnan 0.48 0.09
Anand Bhatiya 0.51 0.29
Kranti Sinha - 0.14
Technology expense:
b) Associate
Giskard Datatech Private Limited 2.01 1.09
Investment in equity share and preference share
a) Associate
Deposit - Taken:
IIFL Finance Limited 0.43 -
Inter corporate deposit taken:
IIFL Samasta Finance Limited - 1,000.00
Inter corporate deposit taken and repaid:
IIFL Samasta Finance Limited - 1,000.00
Inter corporate deposit given:
IIFL Home Finance Limited 450.00 3,590.00
b) Subsidiaries
266
Corporate Overview

(` in million)
Inter corporate deposit given and received back:
IIFL Home Finance Limited 450.00 3,590.00
b) Subsidiaries
Allocation/Reimbursement of expenses paid:
IIFL INC - 0.59
Allocation/Reimbursement of expenses received:
IIFL Asset Management Limited - 0.02
IIFL INC - 0.16
IIFL Wealth Prime Limited 0.16 0.05
Others paid:
Others Received:
IIFL Asset Management Limited 0.20 -
IIFL INC 0.74 -
Purchase of investment
IIFL Samasta Finance Limited 1,007.78 -
IIFL Finance Limited 558.07 1,751.80
Sale of investment
IIFL Wealth Prime Ltd - 79.08
IIFL Samasta Finance Limited 0.40 -
IIFL Finance Limited 1,121.99 222.11
b) Associate
Giskard Datatech Private Limited 38.21 -
267

(iii) Balance outstanding

(` in Million)
Nature of transactions As at As at
March 31, 2022 March 31, 2021
Sundry Payable:
5Paisa Capital Limited - 1.71
IIFL Inc 0.18 -
b) Director’s and its relatives
R. Venkataraman - 0.10
Narendra Jain - 0.01
Sundry Receivable:
5paisa Capital Limited 3.90 -
IIFL Capital PTE Limited - 4.26
IIFL Inc. - 4.26
IIFL Wealth Prime Limited 0.06 -
b) Subsidiaries
India Infoline Foundation 9.33 -
c) Director
R. Venkataraman 0.02 -
Security deposit taken
Security deposit given
a) Director’s and its relatives
Interest accrued but not due:
Investment in compulsory convertible preference shares &
equity shares of associates
Investment in non-convertible debentures / market linked debenture
Note:
i) Amount is less than ` 0.01, hence shown ` 0.00 million, wherever applicable.
ii) As the future liability for retirement and other employee benefits is provided on an actuarial basis for the Group as a whole,
the amount pertaining to directors and key managerial personnel is not included above.
iii) During the year the company has sold entire stake of 21.47 % of compulsory convertible preference shares (CCPS) of Giskard
Datatech Private Limited. Accordingly, Giskard Datatech Private Limited has Ceased to be Associate of the Company.
268
Corporate Overview

iv) IIFL Wealth Management Limited has provided a letter of undertaking-cum-indemnity to the holding Company towards a
civil suit pending against IIFL Wealth (UK)Ltd., a wholly owned subsidiary of the holding Company, inter-alia, to defend the
said suit and indemnify the holding Company and its directors against claims, if any, arising from the same.
Note 45: Summary of consolidation

a) Enterprises consolidated as subsidiary in accordance with Indian Accounting Standard 110 - Consolidated Financial
Statements.
Sr. Name of subsidiaries Country of Proportion of ownership interest
No. Incorporation March 31, 2022 March 31, 2021
1 Livlong Insurance Brokers Limited (Formerly known as IIFL India 100.00% 100.00%
Insurance Brokers Limited)
2 IIFL Management Services Limited India 100.00% 100.00%
3 IIFL Facilities Services Limited India 100.00% 100.00%
4 IIFL Commodities Limited India 100.00% 100.00%
5 IIFL Capital Inc. USA 100.00% 100.00%
6 IIFL Wealth (UK) Limited UK 100.00% 100.00%
7 Livlong Protection & Wellness Services Limited (Formerly India 95.00% 100.00%
known as IIFL Corporate Services Limited) (Formerly IIFL
Asset Reconstruction Limited)
8 IIFL Securities Services IFSC Limited India 100.00% 100.00%
9 Meenakshi Towers LLP India 100.00% 100.00%
10 Shreyans Foundation LLP India 99.00% 99.00%
b) Additional information, as required under schedule III to the Companies Act, 2013, of enterprises consolidated as
subsidiaries and associates.
As at March 31, 2022
Particulars Net Assets i.e. Total Share in Share in Share in
Assets minus Total Profit or Loss (including Other Comprehensive Income Total Comprehensive Income
Liabilities exceptional items) (including exceptional items)
As % of (` in million) As % of (` in million) As % of (` in million) As % of (` in million)
consoli- consoli- consolidated consolidated
dated dated Other Total
Net Assets Profit or Comprehensive Comprehensive
Loss Income Income
Parent
IIFL Securities Limited 80.35% 9,495.18 92.90% 2,841.13 155.57% (2.49) 92.87% 2,838.64
Subsidiaries
Indian
1 Livlong Insurance Brokers Limited 1.80% 212.93 7.43% 227.14 3.28% (0.05) 7.43% 227.08
(Formerly known as IIFL Insurance
Brokers Limited)
2 IIFL Management Services Limited 4.69% 553.78 1.06% 32.51 -38.10% 0.61 1.08% 33.12
3 IIFL Facilities Services Limited 15.40% 1,819.98 15.10% 461.90 -20.75% 0.33 15.12% 462.24
4 IIFL Commodities Limited 0.74% 87.67 -0.11% (3.49) - - -0.11% (3.49)
5 Livlong Protection & Wellness Services 0.02% 1.93 -1.66% (50.85) - - -1.66% (50.85)
Limited (Formerly known as IIFL
Corporate Services Limited) (Formerly
IIFL Asset Reconstruction Limited)
6 IIFL Securities Services IFSC Limited 0.02% 2.86 -0.03% (0.78) - - -0.03% (0.78)
7 Meenakshi Towers LLP -3.93% (464.97) -2.21% (67.59) - - -2.21% (67.59)
8 Shreyans Foundation LLP -1.70% (200.67) -1.24% (37.96) - - -1.24% (37.96)
Foreign
1 IIFL Capital Inc. 0.74% 87.34 0.21% 6.51 - - 0.21% 6.51
2 IIFL Wealth (UK) Limited 0.15% 17.46 -0.02% (0.48) - - -0.02% (0.48)
Associate
Indian
1 Giskard Datatech Private Limited - - 0.05% 1.45 - - 0.05% 1.45
Elimination 1.73% 204.43 -11.48% (351.18) - - -11.49% (351.18)
Total 100.00% 11,817.92 100.00% 3,058.31 100.00% (1.60) 100.00% 3,056.71
269

Note 46: Acquiring of demat accounts

The company has paid an amount of ` 1,129.11 million during the year 2020-21 towards transfers of demat accounts held by
various clients of Karvy Stock Broking Ltd while submitting the bid in response to NSDL, CDSL, NSE, BSE and MSEIL Circulars
inviting bids (RFuQ) inter-alia stating that Demat Accounts as well as Trading Accounts held by KSBL shall be transferred to
another depository participant/trading member, consequent to NSE declaring KSBL as defaulter and expulsion of KSBL from the
membership of NSE and termination of participant ship of KSBL as Depository Participant by CDSL and NSDL.The said amount
was capitalised in the books.
The company became successful bidder as Depository Participant for transfer of Demat Accounts of clients of KSBL
consequent to the said bidding process. KSBL has filed writ petition against NSDL, CDSL, NSE, BSE and MSEIL and also
against the Company as one of the respondents, claiming that the Sale and/or auction of the Demat and Trading Accounts
is ultra vires as due process was not followed in the bidding process etc. and that the the process of transfer of demat
and trading accounts to another Depository Participant/trading member respectively and further steps being taken by the
successful bidders be restrained.
The Hon’ble Bombay High Court vide its interim Order dated 18th March 2021 has rejected to restrain the process of transfer
of demat and trading accounts. The Hon’ble High Court has also appointed Valuers for valuation of the demat accounts and
trading accounts of the clients of KSDL; ordered that the amount paid by bidders shall be held by NSDL/CDSL/NSE/BSE/MSEIL
as deposit; allowed transfer of the demat/trading accounts of the investors/beneficial owners to the Depository Participant/
Trading Member who are the successful bidders. The Matter is pending before Hon’ble High court.
Note 47: Recent pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time.
On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, as below:
Ind AS 16 – Property Plant and equipment - The amendment clarifies that excess of net sale proceeds of items produced over
the cost of testing, if any, shall not be recognised in the profit or loss but deducted from the directly attributable costs considered
as part of cost of an item of property, plant, and equipment. The effective date for adoption of this amendment is annual periods
beginning on or after April 1, 2022. The Company has evaluated the amendment and there is no impact on its consolidated
Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets – The amendment specifies that the ‘cost of fulfilling’
a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be
incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that
relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant
and equipment used in fulfilling the contract). The effective date for adoption of this amendment is annual periods beginning on
or after April 1, 2022, although early adoption is permitted. The Company has evaluated the amendment and the impact is not
expected to be material.
Note 48: Note on Labour Code

“The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post employment received
Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India
and subsequently on November 13, 2020 draft rules were published and invited for stakeholders’ suggestions. The Central
Government on 30th March 2021 has deferred the implementation of the said Code and the date on which the Code will come
into effect has not been notified. The Group will assess the impact of the Code when it comes into effect and will account for the
related impact in the period the Code becomes effective.”
270
Corporate Overview

Note 49: Other Disclosure

i) No funds have been advanced or loaned or invested by the company to or in any other persons or entities, including
foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the company (”Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.
ii) No funds have been received by the company from any persons or entities, including foreign entities (”Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend
or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
iii) The Company does not have any long-term contracts including derivative contracts for which there are any material
foreseeable losses.
iv) There were no amounts which were required to be transferred to the Investor Education and Protection by the Company.
v) No proceedings have been initiated or pending against the company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988).
vi) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.
vii) During the year, the company has not entered into any transactions with companies struck off under section 248 of the
Companies Act, 2013 or section 560 of Companies Act, 1956.
viii) There are no transactions which have not been recorded in the books of accounts and which have been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
ix) There are no charges or satisfaction yet to be registered with the registrar of companies beyond the statutory period.
x) The company does not have layers beyond the number prescribed under clause (87) of section 2 of the Act read with
Companies (Restriction on number of Layers) Rules, 2017.
xi) The company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
Note 50: Response to COVID -19 challenges

While COVID-related challenges persisted in FY 2021-22, they were for relatively smaller periods as compared to FY 2020-21
and didn’t necessitate complete lockdown. Nonetheless, leveraging the learnings from FY 2020-21, and backed by its seamless
and robust technology and well established processes, the Company ensured that all operations and servicing of clients
were smoothly carried out without any interruptions. Based on the facts and circumstances, the Company has been operating
in the normal course and there have been no adverse impacts on the assets, liquidity, revenue, profitability and operational
parameters during the year.



271
272
ANNEXURE -A to the Consolidated Financial Statements
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries
(` in million)
Sr. Particulars IIFL IIFL IIFL Com- Livlong Livlong IIFL IIFL Meenakshi Shreyans IIFL
No. Management Facilities modities Insurance Protection Capital Inc. Wealth Towers LLP Foundation Securities
Services Services Limited Brokers & Wellness (UK) LLP Services IFSC
Limited Limited Limited Services Limited Limited Limited
1 Share Capital 2.81 90.00 3.14 10.00 41.00 40.29 11.20 0.10 1.00 5.00
2 Other Equity 550.97 1,729.98 84.53 202.94 (39.07 ) 47.05 6.26 (465.07) (201.67) (2.15)
3 Total Assets 2,081.24 4,177.39 93.01 317.94 80.66 114.27 20.40 73.44 46.05 8.30
4 Total Liabilities 1,527.46 2,357.41 5.34 105.00 78.73 26.93 2.94 538.40 246.72 5.45
5 Investments 905.42 181.01 14.93 94.23 - - - - - -
6 Total Turnover 368.08 1,612.50 1.93 516.18 29.06 114.09 - 18.06 1.50 -
7 Profit/(loss) before tax 54.46 592.95 (4.61) 304.79 (67.96 ) 8.30 (0.48) (67.59) (39.15) (0.78)
(Including exceptional Item)
8 Provision for taxation 21.95 131.04 (1.12) 77.66 (17.11) 1.79 - - (1.19) -
(including deferred tax)
9 Profit/(loss) after tax 32.51 461.90 (3.49) 227.14 (50.85) 6.51 (0.48) (67.59) (37.96) (0.78)
10 Total Comprehensive Income 33.12 462.24 (3.49) 227.08 (50.85) 6.51 (0.48) (67.59) (37.96) (0.78)
11 Exchange Rate - - - - - 75.91 99.83 - - -
12 Reporting Currency INR INR INR INR INR USD GBP INR INR INR
13 Proposed Dividend - - - - - - - - - -
14 % of share holding 100 100 100 100 95 100 100 100 99 100
Notes:
1. All subsidiaries have common year end of March 31, 2022 hence no additional information under Section 129(3) read with rule 5 has been disclosed.
2. Names of subsidiaries which are yet to commence operations
IIFL Securities Services IFSC Limited
Corporate Overview
Part “B”: Associates

(` in million)
Sr Name of Associate Giskard Datatech Private Limited *
No
1 Latest Audited Balance Sheet Date NA
Date of acquisition 6-Nov-21
2 Shares of Associate/Joint Ventures held by the company on the year end
No -
Amount of Investment in Associates/Joint Venture -
Extend of Holding % -
3 Description of how there is significant influence NA
4 Reason why the associate/joint venture is not consolidated NA
5 Networth attributable to Shareholding as per latest audited Balance Sheet NA
6 Profit / (loss) for the year
i. Considered in Consolidation 1.45
ii. Not Considered in Consolidation NA
* During the year the company has sold entire stake of 21.47 % of compulsory convertible preference shares (CCPS) of Giskard Datatech Private
Limited on December 30,2021. Accordingly, Giskard Datatech Private Limited has Ceased to be Associate of the Company.
For and on behalf of Board of Directors
R. Venkataraman Narendra Jain

Chairman and Managing Director Whole Time Director
(DIN: 00011919) (DIN: 01984467)

273
Corporate Information
BOARD OF DIRECTORS COMMITTEE OF BOARD INTERNAL AUDITORS

Mr. R. Venkataraman CSR Committee Mahajan & Aibara
Chairman and Managing Director Mr. Anand Shailesh Bathiya Chartered Accountants
Mr. Narendra Deshmal Jain Chairman, Independent Director
Whole-Time Director Mr. Narendra Deshmal Jain SECRETARIAL AUDITORS
Ms. Rekha Gopal Warriar Member, Whole-Time Director Nilesh Shah & Associates
Independent Director Mr. Viswanathan Krishnan Practising Company Secretaries
Mr. Shamik Das Sharma Member, Independent Director
Independent Director Ms. Rekha Gopal Warriar REGISTRAR AND SHARE
Mr. Anand Shailesh Bathiya Member, Independent Director TRANSFER AGENT
Independent Director Link Intime India Private Limited
Risk Management Committee
Mr. Viswanathan Krishnan C-101, 247 Park, 1st Floor, L.B.S. Marg,
Mr. Viswanathan Krishnan Vikhroli (West), Mumbai - 400 083
Independent Director
Chairman, Independent Director
COMMITTEE OF BOARD Mr. Narendra Deshmal Jain REGISTERED OFFICE

Member, Whole-Time Director
Audit Committee IIFL House, Sun Infotech Park,
Mr. Shamik Das Sharma Road No. 16V, Plot No. B-23,
Mr. Anand Shailesh Bathiya Member, Independent Director Thane Industrial Area, Wagle Estate,
Chairman, Independent Director
Mr. Anand Shailesh Bathiya Thane - 400 604
Mr. Narendra Deshmal Jain Member, Independent Director
Member, Whole-Time Director
CORPORATE OFFICE
Mr. Viswanathan Krishnan - CHIEF FINANCIAL OFFICER
Member, Independent Director Ground Floor, Hubtown Solaris,
Mr. Ronak Gandhi N.S. Phadke Marg, Vijay Nagar,
Ms. Rekha Gopal Warriar Andheri (East), Mumbai – 400 069
Member, Independent Director
COMPANY SECRETARY &
Nomination and Remuneration COMPLIANCE OFFICER CORPORATE BANKERS
Committee Ms. Meghal Shah HDFC Bank Limited
Ms. Rekha Gopal Warriar ICICI Bank Limited
Chairperson, Independent Director
AUDITORS Yes Bank Limited
Mr. Anand Shailesh Bathiya RBL Bank Limited
V. Sankar Aiyar & Co.
Chartered Accountants DCB Bank Limited
Mr. Shamik Das Sharma
Mr. Viswanathan Krishnan CORE MANAGEMENT TEAM
Mr. H. Nemkumar Mr. Nandkishore Purohit
Stakeholders Relationship Committee President, Institutional Equities Chief Digital and Technology Officer
Ms. Rekha Gopal Warriar Mr. Sandeep Bhardwaj Mr. Alok Arya
Chairperson, Independent Director CEO, Retail Broking Chief Marketing Officer
Mr. Narendra Deshmal Jain Mr. Nipun Goel Mr. Prasad Umarale
Member, Whole-Time Director President, Investment Banking Head, Compliance
Mr. Shamik Das Sharma Mr. Vasudev Jagannath Mr. Deepan Raje
Member, Independent Director President, Institutional Sales Head, Human Resources
Mr. Viswanathan Krishnan Mr. Suvajit Ray
Member, Independent Director Executive Vice President, Product
IIFL SECURITIES LIMITED
CIN - L99999MH1996PLC132983
IIFL House, Sun Infotech Park, Road No 16V, B-23, MIDC,
Thane Industrial Area, Wagle Estate, Thane - 400604
Tel:+91 22IIFL SECURITIES LIMITED
41035000
CIN - L99999MH1996PLC132983
Email - [email protected] | [email protected]
IIFL House, Sun Infotech Park, Road No.
Websites: iiflsecurities.com No 16V, B-23, MIDC,
Thane Industrial Area, Wagle Estate, Thane - 400604
Tel:+91 22 41035000
Email - [email protected] | [email protected]
Website: www.iiflsecurities.com
Websites: iiflsecurities.com
Visit us @ Scan the QR code to download Scan the QR code to download
iiflsecurities.com the IIFL Markets app the IIFL Mutual Funds app
Visit us @ Scan the QR code to download Scan the QR code to download

iiflsecurities.com
www.iiflsecurities.com the IIFL Markets app
app the IIFL Mutual Funds app
/indiainfoline /IIFLMarkets /IIFLMarkets IIFL (India Infoline Group)
/indiainfoline /IIFLMarkets /IIFLMarkets IIFL (India Infoline Group)

CIN: L99999MH1996PLC132983
Regd. Office: IIFL House, Sun lnfotech Park, Road No. 16V, Plot No. B-23, MIDC,
Thane Industrial Area, Wagle Estate, Thane - 400 604
Tel: (91-22) 62727000 Fax: (91-22) 2580 6654
E-mail: [email protected] Website: www.iiflsecurities.com
Notice
NOTICE IS HEREBY GIVEN THAT THE TWENTY SEVENTH Rules, 2014, including any statutory enactment or
ANNUAL GENERAL MEETING OF THE MEMBERS OF IIFL modification thereof, and pursuant to recommendation of
SECURITIES LIMITED WILL BE HELD ON TUESDAY, JULY Audit Committee and Board of Directors of the Company,
12, 2022, AT 11.00 A.M. THROUGH VIDEO CONFERENCING M/s V. Sankar Aiyar & Co., Chartered Accountants (FRN.
(“VC”)/OTHER AUDIO VISUAL MEANS (“OAVM”) TO 109208W) be and is hereby appointed as the Statutory
TRANSACT THE FOLLOWING BUSINESS:- Auditors of the Company for second term of five consecutive
years to hold the office from the conclusion of 27th Annual
ORDINARY BUSINESS: General Meeting till the conclusion of 32nd Annual General
Item No. 1 Meeting of the Company, at such remuneration as may
To receive, consider and adopt: be mutually agreed between the Board of Directors of the
(a) T
he audited standalone financial statement(s) of the Company and the Statutory Auditor.”
Company for the financial year ended March 31, 2022,
together with the reports of the Board of Directors and SPECIAL BUSINESS:
Auditors thereon; and Item No. 4
To approve sale/disposal/leasing of asset(s) of the material
“RESOLVED THAT the Audited Standalone financial

statement(s) of the Company for the Financial Year subsidiary and in this regard, to consider and if thought
ended March 31, 2022 along with the reports of the fit, to pass with or without modification(s) the following
Board of Directors and Auditors thereon, be and are resolution as a Special Resolution:
hereby received, considered and adopted.”
“RESOLVED THAT pursuant to the provisions of Regulation
24 and other applicable Regulations, if any, of the Securities
(b) T
he audited consolidated financial statement(s) of the
and Exchange Board of India (Listing Obligations and
Company for the financial year ended March 31, 2022,
Disclosure Requirements) Regulations, 2015 (hereinafter
together with Auditors report thereon.
called “SEBI Listing Regulations”) and subject to requisite
“RESOLVED THAT the Audited Consolidated financial
approvals, if any, as may be required, consent of the Members
statement(s) of the Company for the Financial Year be and is hereby accorded to the Board of Directors of the
ended March 31, 2022 along with the reports of Company (hereinafter referred to as “Board”, which term
the Auditors thereon, be and are hereby received, shall be deemed to include any Committee which the Board
considered and adopted.” may have constituted or hereinafter constitute) to sale, lease
or dispose off assets of the material subsidiary amounting
Item No. 2 to more than 20% of the assets of the material subsidiary,
To appoint a Director in place of Mr. R. Venkataraman (DIN: to the lenders/ buyers/third-parties through various modes
00011919), who retires by rotation and being eligible, offers including by way of asset sale or through other contractual
himself for re-appointment. arrangements, for any purpose in connection with the
business activities of the Company or its subsidiaries, in
“RESOLVED THAT pursuant to the provisions of Section 152
one or more tranches, on such terms and conditions and in
of the Companies Act, 2013 read with Articles of Association
such manner as the Board may deem fit in the best interest
of the Company, Mr. R. Venkataraman (DIN: 00011919), who
of the Company;
retires by rotation at this meeting be and is hereby appointed
as a Director of the Company, liable to retire by rotation.”
RESOLVED FURTHER THAT the Board of Directors and/ or
Chief Financial Officer and/or Company Secretary of the
Item No. 3
Company be and is hereby authorised to do all such acts,
To appoint statutory auditors of the Company and fix
deeds, matters and things including but not limited to deciding
their remuneration:
on the timing, manner and extent of carrying out the aforesaid
“RESOLVED THAT pursuant to provisions of Section 139, activities and to negotiate, finalise and execute agreement(s),
142 and other applicable provisions of the Companies Act, such other document(s), by whatever name called and to do
2013, if any, read with the Companies (Audit & Auditors) all acts, matters and things as may be necessary in this regard
1
and to settle any questions or difficulties that may arise in RESOLVED FURTHER THAT the Board be and is hereby
this regard and incidental thereto, without being required to authorized to delegate all or any of the powers herein
seek any further consent or approval of the Members and to conferred, to any Director(s), Chief Financial Officer, Company
delegate all or any of the powers or authorities herein conferred Secretary or any other Officer(s) / Authorized Representative(s)
to any Director(s) or other Officer(s) of the Company, or to of the Company, to do all such acts and take such steps, as
engage any advisor, consultant, agent or intermediary, as may may be considered necessary or expedient, to give effect to
be deemed necessary.” the aforesaid resolution(s);
Item No. 5 RESOLVED FURTHER THAT all actions to be taken by the
Board in this regard be and hereby approved and confirmed
To approve material related party transactions with IIFL
in all respects.”
Finance Limited and in this regard, to consider and if thought
fit, to pass with or without modification(s) the following
Item No. 6
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Regulation Wealth Management Limited and in this regard, to consider
23(4) and other applicable provisions of the Securities and and if thought fit, to pass with or without modification(s) the
Exchange Board of India (Listing Obligations and Disclosure following resolution as an Ordinary Resolution:
Requirements) Regulations, 2015 (“SEBI Listing Regulations”)
“RESOLVED THAT pursuant to the provisions of Regulation
and other applicable provisions of the Companies Act, 2013
23(4) and other applicable provisions of the Securities and
and Rules made there under and any statutory modifications,
Exchange Board of India (Listing Obligations and Disclosure
amendments, variations or re-enactments thereof and
Requirements) Regulations, 2015 (“SEBI Listing Regulations”)
pursuant to the consent of the Audit Committee and Board
of Directors vide resolutions passed in their respective
and Rules made there under and any statutory modifications,
meetings, the consent and approval of the Members be and is
hereby accorded to the Board of Directors (“the Board” which
pursuant to the consent of the Audit Committee and Board of
term shall be deemed to include a Committee of the Board)
Directors vide resolutions passed in their respective meetings,
for entering into arrangements/transactions/contracts with
the consent and approval of the Members be and is hereby
IIFL Finance Limited, being a Related Party as per SEBI
accorded to the Board of Directors (“the Board” which term
Listing Regulations, relating to transactions as detailed in
shall be deemed to include a Committee of the Board) for
the explanatory statement, on such terms and conditions as
entering into arrangements/transactions/contracts with IIFL
the Board in its absolute discretion may deem fit, which may
Wealth Management Limited, being a Related Party as per
exceed the materiality threshold limit as prescribed under
SEBI Listing Regulations, relating to transactions as detailed
the SEBI Listing Regulations, PROVIDED HOWEVER THAT
in the explanatory statement, on such terms and conditions
the said contract(s)/ arrangement(s)/transaction(s) shall be as the Board in its absolute discretion may deem fit, which
carried out at arm’s length basis and in the ordinary course may exceed the materiality threshold limit as prescribed under
of business of the Company and the aggregate amount/value the SEBI Listing Regulations, PROVIDED HOWEVER THAT
of all such arrangements/transactions/contracts remaining the said contract(s)/ arrangement(s)/transaction(s) shall be
outstanding at the end of any day shall not exceed ` 700 crore carried out at arm’s length basis and in the ordinary course
from 27th Annual General Meeting (AGM) of the Company till of business of the Company and the aggregate amount/value
the 28th AGM of the Company, for a period not exceeding of all such arrangements/transactions/contracts remaining
fifteen months; outstanding at the end of any day shall not exceed ` 150 crore
from 27th Annual General Meeting (AGM) of the Company till
RESOLVED FURTHER THAT the Members of the Company do the 28th AGM of the Company, for a period not exceeding
hereby approve and accord approval to the Board, to sign and fifteen months;
execute all such documents, deeds and writings, including
filing the said documents, etc. and do all such acts, deeds RESOLVED FURTHER THAT the Members of the Company do
and things and take necessary steps as the Board may in its hereby approve and accord approval to the Board, to sign and
absolute discretion deem necessary, desirable or expedient execute all such documents, deeds and writings, including
to give effect to this resolution and to settle any question filing the said documents, etc. and do all such acts, deeds
that may arise in this regard and incidental thereto, without and things and take necessary steps as the Board may in its
being required to seek any further consent or approval of the absolute discretion deem necessary, desirable or expedient
Members or otherwise to the end and intent that the Members to give effect to this resolution and to settle any question
shall be deemed to have given their approval thereto expressly that may arise in this regard and incidental thereto, without
by the authority of this resolution; being required to seek any further consent or approval of the
2
Notice
Members or otherwise to the end and intent that the Members absolute discretion deem necessary, desirable or expedient
shall be deemed to have given their approval thereto expressly to give effect to this resolution and to settle any question
by the authority of this resolution; that may arise in this regard and incidental thereto, without
being required to seek any further consent or approval of the
RESOLVED FURTHER THAT the Board be and is hereby Members or otherwise to the end and intent that the Members
authorized to delegate all or any of the powers herein shall be deemed to have given their approval thereto expressly
conferred, to any Director(s), Chief Financial Officer, Company by the authority of this resolution;
Secretary or any other Officer(s) / Authorized Representative(s)
of the Company, to do all such acts and take such steps, as RESOLVED FURTHER THAT the Board be and is hereby
may be considered necessary or expedient, to give effect to authorized to delegate all or any of the powers herein
the aforesaid resolution(s); conferred, to any Director(s), Chief Financial Officer, Company
Secretary or any other Officer(s) / Authorized Representative(s)
RESOLVED FURTHER THAT all actions to be taken by the of the Company, to do all such acts and take such steps, as
Board in this regard be and hereby approved and confirmed may be considered necessary or expedient, to give effect to
in all respects.” the aforesaid resolution(s);
Item No. 7 RESOLVED FURTHER THAT all actions to be taken by the
To approve material related party transactions with IIFL Board in this regard be and hereby approved and confirmed
Home Finance Limited and in this regard, to consider and in all respects.”
if thought fit, to pass with or without modification(s) the
Item No. 8
following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Regulation Wealth Prime Limited (Formerly “IIFL Wealth Finance
23(4) and other applicable provisions of the Securities and Limited”) and in this regard, to consider and if thought fit, to
Exchange Board of India (Listing Obligations and Disclosure pass with or without modification(s) the following resolution
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) as an Ordinary Resolution:
and Rules made there under and any statutory modifications, “RESOLVED THAT pursuant to the provisions of Regulation
amendments, variations or re-enactments thereof and 23(4) and other applicable provisions of the Securities and
pursuant to the consent of the Audit Committee and Board Exchange Board of India (Listing Obligations and Disclosure
of Directors vide resolutions passed in their respective Requirements) Regulations, 2015 (“SEBI Listing Regulations”)
meetings, the consent and approval of the Members be and is and other applicable provisions of the Companies Act, 2013
hereby accorded to the Board of Directors (“the Board” which and Rules made there under and any statutory modifications,
term shall be deemed to include a Committee of the Board) amendments, variations or re-enactments thereof and
for entering into arrangements/transactions/contracts with pursuant to the consent of the Audit Committee and Board
IIFL Home Finance Limited, being a Related Party as per SEBI of Directors vide resolutions passed in their respective
Listing Regulations, relating to transactions as detailed in meetings, the consent and approval of the Members be and
the explanatory statement, on such terms and conditions as is hereby accorded to the Board of Directors (“the Board”
the Board in its absolute discretion may deem fit, which may which term shall be deemed to include a Committee of
exceed the materiality threshold limit as prescribed under the Board) for entering into arrangements/transactions/
the SEBI Listing Regulations, PROVIDED HOWEVER THAT contracts with IIFL Wealth Prime Limited (Formerly “IIFL
the said contract(s)/ arrangement(s)/transaction(s) shall be Wealth Finance Limited”), being a Related Party as per SEBI
carried out at arm’s length basis and in the ordinary course Listing Regulations, relating to transactions as detailed in
of business of the Company and the aggregate amount/value the explanatory statement, on such terms and conditions as
of all such arrangements/transactions/contracts remaining the Board in its absolute discretion may deem fit, which may
outstanding at the end of any day shall not exceed ` 200 crore exceed the materiality threshold limit as prescribed under
from 27th Annual General Meeting (AGM) of the Company till the SEBI Listing Regulations, PROVIDED HOWEVER THAT
the 28th AGM of the Company, for a period not exceeding the said contract(s)/ arrangement(s)/transaction(s) shall be
fifteen months; carried out at arm’s length basis and in the ordinary course
of business of the Company and the aggregate amount/value
RESOLVED FURTHER THAT the Members of the Company do of all such arrangements/transactions/contracts remaining
hereby approve and accord approval to the Board, to sign and outstanding at the end of any day shall not exceed ` 150 crore
execute all such documents, deeds and writings, including from 27th Annual General Meeting (AGM) of the Company till
filing the said documents, etc. and do all such acts, deeds the 28th AGM of the Company, for a period not exceeding
and things and take necessary steps as the Board may in its fifteen months;
3
RESOLVED FURTHER THAT the Members of the Company do of business of the respective companies and the aggregate
hereby approve and accord approval to the Board, to sign and amount/value of all such arrangements/transactions/
execute all such documents, deeds and writings, including contracts remaining outstanding at the end of any day shall
filing the said documents, etc. and do all such acts, deeds not exceed ` 700 crore from 27th Annual General Meeting
and things and take necessary steps as the Board may in its (AGM) of the Company till the 28th AGM of the Company, for a
absolute discretion deem necessary, desirable or expedient period not exceeding fifteen months;
to give effect to this resolution and to settle any question
that may arise in this regard and incidental thereto, without RESOLVED FURTHER THAT the Members of the Company
being required to seek any further consent or approval of the do hereby approve and accord approval to the Board, to do
Members or otherwise to the end and intent that the Members all such acts, deeds and things and take necessary steps as
shall be deemed to have given their approval thereto expressly the Board may in its absolute discretion deem necessary,
by the authority of this resolution; desirable or expedient to give effect to this resolution
and to settle any question that may arise in this regard
RESOLVED FURTHER THAT the Board be and is hereby and incidental thereto, without being required to seek any
authorized to delegate all or any of the powers herein further consent or approval of the Members or otherwise
conferred, to any Director(s), Chief Financial Officer, Company to the end and intent that the Members shall be deemed to
Secretary or any other Officer(s) / Authorized Representative(s) have given their approval thereto expressly by the authority
of the Company, to do all such acts and take such steps, as of this resolution;
may be considered necessary or expedient, to give effect to
the aforesaid resolution(s); RESOLVED FURTHER THAT the Board be and is hereby
authorized to delegate all or any of the powers herein
RESOLVED FURTHER THAT all actions to be taken by the conferred, to any Director(s), Chief Financial Officer, Company
Board in this regard be and hereby approved and confirmed Secretary or any other Officer(s) / Authorized Representative(s)
in all respects.” of the Company, to do all such acts and take such steps, as
may be considered necessary or expedient, to give effect to
Item No. 9 the aforesaid resolution(s);
To approve material related party transactions between
IIFL Facilities Services Limited, a wholly owned RESOLVED FURTHER THAT all actions to be taken by the
subsidiary company, with IIFL Finance Limited, and in Board in this regard be and hereby approved and confirmed
this regard, to consider and if thought fit, to pass with or in all respects.”
without modification(s) the following resolution as an
Ordinary Resolution: Item No. 10
To approve material related party transactions between
“RESOLVED THAT pursuant to the provisions of Regulation IIFL Management Services Limited, a wholly owned
23(4) of the Securities and Exchange Board of India subsidiary company, with IIFL Finance Limited, and in
(Listing Obligations and Disclosure Requirements) this regard, to consider and if thought fit, to pass with or
Regulations, 2015 (“SEBI Listing Regulations”), any other without modification(s) the following resolution as an
provisions as may be applicable, and any statutory Ordinary Resolution:
modifications, amendments, variations or re-enactments
thereof and pursuant to the consent of the Audit Committee “RESOLVED THAT pursuant to the provisions of Regulation
and Board of Directors of the Company vide resolutions 23(4) of the Securities and Exchange Board of India
passed in their respective meetings, the consent and (Listing Obligations and Disclosure Requirements)
approval of the Members be and is hereby accorded to the Regulations, 2015 (“SEBI Listing Regulations”), any
Board of Directors (“the Board” which term shall be deemed other provisions as may be applicable, and any statutory
to include a Committee of the Board) for the arrangements/ modifications, amendments, variations or re-enactments
transactions/contracts to be entered between IIFL Facilities thereof and pursuant to the consent of the Audit Committee
Services Limited, a Wholly Owned Subsidiary, with IIFL and Board of Directors of the Company vide resolutions
Finance Limited, being a Related Party as per SEBI Listing passed in their respective meetings, the consent and
Regulations, relating to transactions as detailed in the approval of the Members be and is hereby accorded to the
explanatory statement, on such terms and conditions as Board of Directors (“the Board” which term shall be deemed
the Board in its absolute discretion may deem fit, which may to include a Committee of the Board) for the arrangements/
exceed the materiality threshold limit as prescribed under transactions/contracts to be entered between IIFL
the SEBI Listing Regulations, PROVIDED HOWEVER THAT Management Services Limited, a Wholly Owned Subsidiary,
the said contract(s)/ arrangement(s)/transaction(s) shall be with IIFL Finance Limited, being a Related Party as per SEBI
carried out at arm’s length basis and in the ordinary course Listing Regulations, relating to transactions as detailed in
4
Notice
the explanatory statement, on such terms and conditions as the Members be and is hereby accorded to the Board of
the Board in its absolute discretion may deem fit, which may Directors (“the Board” which term shall be deemed to
exceed the materiality threshold limit as prescribed under include a Committee of the Board) for the arrangements/
the SEBI Listing Regulations, PROVIDED HOWEVER THAT transactions/contracts to be entered between IIFL
the said contract(s)/ arrangement(s)/transaction(s) shall be Management Services Limited, a Wholly Owned Subsidiary,
carried out at arm’s length basis and in the ordinary course with IIFL Samasta Finance Limited (Formerly “Samasta
of business of the respective companies and the aggregate Microfinance Limited”), being a Related Party as per SEBI
amount/value of all such arrangements/transactions/ Listing Regulations, relating to transactions as detailed in
contracts remaining outstanding at the end of any day shall the explanatory statement, on such terms and conditions as
not exceed ` 200 crore from 27th Annual General Meeting the Board in its absolute discretion may deem fit, which may
(AGM) of the Company till the 28th AGM of the Company, for exceed the materiality threshold limit as prescribed under
a period not exceeding fifteen months; the SEBI Listing Regulations, PROVIDED HOWEVER THAT
the said contract(s)/ arrangement(s)/transaction(s) shall be
RESOLVED FURTHER THAT the Members of the Company carried out at arm’s length basis and in the ordinary course
do hereby approve and accord approval to the Board, to do of business of the respective companies and the aggregate
all such acts, deeds and things and take necessary steps as amount/value of all such arrangements/transactions/
the Board may in its absolute discretion deem necessary, contracts remaining outstanding at the end of any day shall
desirable or expedient to give effect to this resolution and not exceed ` 200 crore from 27th Annual General Meeting
to settle any question that may arise in this regard and (AGM) of the Company till the 28th AGM of the Company, for
incidental thereto, without being required to seek any further a period not exceeding fifteen months;
consent or approval of the Members or otherwise to the
end and intent that the Members shall be deemed to have RESOLVED FURTHER THAT the Members of the Company
given their approval thereto expressly by the authority of do hereby approve and accord approval to the Board, to do
this resolution; all such acts, deeds and things and take necessary steps as
the Board may in its absolute discretion deem necessary,
RESOLVED FURTHER THAT the Board be and is hereby desirable or expedient to give effect to this resolution and
authorized to delegate all or any of the powers herein to settle any question that may arise in this regard and
conferred, to any Director(s), Chief Financial Officer, Company incidental thereto, without being required to seek any further
Secretary or any other Officer(s)/Authorized Representative(s) consent or approval of the Members or otherwise to the
of the Company, to do all such acts and take such steps, as end and intent that the Members shall be deemed to have
may be considered necessary or expedient, to give effect to given their approval thereto expressly by the authority of
the aforesaid resolution(s); this resolution;
RESOLVED FURTHER THAT all actions to be taken by the RESOLVED FURTHER THAT the Board be and is hereby
Board in this regard be and hereby approved and confirmed authorized to delegate all or any of the powers herein
in all respects.” conferred, to any Director(s), Chief Financial Officer, Company
Secretary or any other Officer(s)/Authorized Representative(s)
Item No. 11 of the Company, to do all such acts and take such steps, as
To approve material related party transactions between may be considered necessary or expedient, to give effect to
IIFL Management Services Limited, a wholly owned the aforesaid resolution(s);
subsidiary company, with IIFL Samasta Finance Limited
(Formerly “Samasta Microfinance Limited”), and in this RESOLVED FURTHER THAT all actions to be taken by the
regard, to consider and if thought fit, to pass with or Board in this regard be and hereby approved and confirmed
without modification(s) the following resolution as an in all respects.”
Ordinary Resolution:
Item No. 12
“RESOLVED THAT pursuant to the provisions of Regulation To approve offer or invitation to subscribe to the
23(4) of the Securities and Exchange Board of India (Listing Non-Convertible Debentures on private placement basis
Obligations and Disclosure Requirements) Regulations, and in this regard, to consider and if thought fit, to pass
2015 (“SEBI Listing Regulations”), any other provisions with or without modification(s), the following resolution as
as may be applicable, and any statutory modifications, a Special Resolution:
pursuant to the consent of the Audit Committee and Board “RESOLVED THAT pursuant to the provisions of Section 42,
of Directors of the Company vide resolutions passed in 71 and other applicable provisions, if any, of the Companies
their respective meetings, the consent and approval of Act, 2013 read with the Companies (Prospectus and
5
Allotment of Securities) Rules, 2014 and the Companies RESOLVED FURTHER THAT the Board of Directors of the
(Share Capital and Debentures) Rules, 2014 (including any Company and/or its duly constituted committee be and is
statutory modification(s) or re-enactment(s) thereof, for hereby authorised to do all acts, deeds, things and to take all
the time being in force) and subject to the provisions of the such steps as may be necessary, proper or expedient to give
Articles of Association of the Company and Securities and effect to aforesaid resolution.”
Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008, and other applicable regulations as may
be amended and applicable from time to time, approval of
the members be and is hereby accorded to the Board of By Order of the Board of Directors
Directors of the Company to offer or invite subscriptions for
secured/unsecured redeemable non-convertible debentures,
in one or more series/tranches, upto ` 500 crores (Rupees Meghal Shah
Five Hundred crores only), on private placement, from such Dated: June 15, 2022 Company Secretary
persons and on such terms and conditions as the Board of Place: Mumbai ACS- 53569
Directors of the Company may, from time to time, determine
and consider proper and more beneficial to the Company Regd. Office
including, without limitation, as to when the said Debentures IIFL House, Sun lnfotech Park,
are to be issued, the consideration for the issue, mode of Road No. 16V, Plot No. B-23,
payment, coupon rate, redemption period, utilisation of MIDC, Thane Industrial Area,
the issue proceeds and all matters connected therewith or Wagle Estate, Thane - 400 604
incidental thereto; Email - [email protected]
6
Notice
Notes: her behalf and the proxy need not be a Member of the
Company. Since this AGM is being held pursuant to the
1. The Explanatory Statement setting out the material MCA Circulars through VC/OAVM, physical attendance
facts pursuant to Section 102 of the Companies Act, of members has been dispensed with and therefore,
2013 (“the Act”), in respect of the Special Business and there is no requirement of appointment of proxies.
the details as required under Regulation 26(4) and 36(3) Accordingly, the facility of appointment of proxies by
of the Securities and Exchange Board of India (Listing members under Section 105 of the Act will not be
Obligations and Disclosure Requirements) Regulations, available for the 27th AGM and hence the Proxy Form,
2015 (hereinafter called “SEBI Listing Regulations”) Attendance Slip and route map of the AGM are not
and Secretarial Standard on General Meeting (SS-2) in annexed to this Notice.
respect of re-appointment of Auditor and the Directors
seeking appointment/re-appointment at this Annual 6. Pursuant to the provisions of Section 108 of the Act
General Meeting (“AGM”) is annexed hereto. read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 (as amended), Secretarial
2. In view of the COVID-19 pandemic, the Ministry of Standard on General Meetings (SS-2) issued by the
Corporate Affairs, Government of India issued General Institute of Company Secretaries of India (“ICSI”) and
Circular No. 14/2020 dated April 8, 2020, Circular No. Regulation 44 of SEBI Listing Regulations read with MCA
17/2020 dated April 13, 2020, Circular No. 20/2020 dated Circulars, the Company is providing remote e-Voting
May 05, 2020, Circular No. 02/2021 dated January 13, 2021, facility to its members in respect of the business to
Circular No. 19/2021 dated December 08, 2021,Circular be transacted at the 27th AGM and facility for those
No. 21/2021 dated December 14, 2021 and Circular members participating in the 27th AGM to cast vote
No. 3/2022 dated May 05, 2022, respectively, (“MCA through e-Voting system during the 27th AGM. For this
Circulars”) allowing, inter-alia, conduct of AGMs purpose, Central Depository Services (India) Limited
through Video Conferencing/ Other Audio-Visual (CDSL) will be providing facility for voting through remote
Means (“VC/ OAVM”) facility on or before December 31, e-Voting, for participation in the 27th AGM through VC/
2022, in accordance with the requirements provided in OAVM facility and e-Voting during the 27th AGM.
paragraphs 3 and 4 of the MCA General Circular No.
20/2020. In compliance with these Circulars, provisions 7. In terms of the MCA Circulars, the Notice calling the
of the Act and the SEBI Listing Regulations, the 27th AGM and Audited Financial Statement for the Financial
AGM of the Company is being conducted through VC/ year 2021-22 has been uploaded on the website of the
OAVM facility, which does not require physical presence Company i.e. www.iiflsecurities.com. The Notice can
of members at a common venue. Hence, Members can also be accessed on the websites of the Stock Exchanges
attend and participate in the ensuing AGM through VC/ i.e. BSE Limited and National Stock Exchange of India
OAVM. The registered office of the Company shall be Limited at www.bseindia.com and www.nseindia.com,
deemed to be the venue for the 27th AGM. respectively. The AGM Notice is also disseminated
on the website of Central Depository Services (India)
3. The Members can join the AGM in the VC/OAVM Limited at www.evotingindia.com.
mode 15 minutes before and after the scheduled time
of the commencement of the Meeting by following 8. In compliance with the MCA Circulars and the Securities
the procedure mentioned in the Notice. The facility and Exchange Board of India (‘SEBI’) Circular No. SEBI/
of participation at the AGM through VC/OAVM will HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020,
be made available to at least 1000 members on first Circular No. SEBI/HO/CFD/CMD2/CIR /P/2021/11
come first served basis. This will not include large dated 15th January, 2021 and Circular No. SEBI/HO/CFD/
Shareholders (Shareholders holding 2% or more CMD2/CIR/P/2022/62 dated May 13, 2022, Notice of the
shareholding), Promoters, Institutional Investors, 27th AGM along with the Annual Report for Financial Year
Directors, Key Managerial Personnel, the Chairperson 2021-22 is being sent only through electronic mode to
of the Audit Committee, Nomination and Remuneration those Members whose e-mail addresses are registered
Committee and Stakeholders’ Relationship Committee, with the Company/National Securities Depository
Auditors etc. who are allowed to attend the Limited and Central Depository Services (India) Limited
AGM without restriction on account of first come (“Depositories”).
first served basis.
In case any member is desirous of obtaining hard copy
4. he attendance of the Members attending the AGM
T of the Annual Report for the financial year 2021-22
through VC/OAVM will be counted for the purpose and Notice of the 27th AGM of the Company, may send
of ascertaining the quorum under Section 103 of the request to the Company’s email address at secretarial@
Companies Act, 2013. iifl.com mentioning Foilo No./ DP ID and Client ID.
5. ursuant to the provisions of Section 105 of the Act,

P 9. Members, whose email address is not registered
a Member entitled to attend and vote at the AGM is with the Company or with their respective Depository
entitled to appoint a proxy to attend and vote on his/ Participant(s), and who wish to receive the Notice of
7
the 27th AGM and the Annual Report for the financial Members. Members who wish to inspect or seek any
year 2021-22 and all other communication sent by the information in relation to the same are requested to write
Company, from time to time, can get their email address to the Company through e-mail at [email protected].
registered by following the steps as given below:-
14. T
he Securities and Exchange Board of India (SEBI) has
a. embers holding shares in physical form may send
M
recently mandated furnishing of PAN, KYC details (i.e.,
scan copy of a signed request letter mentioning the
Postal Address with Pin Code, email address, mobile
folio number, complete address, email address to
number, bank account details) and nomination details by
be registered along with scanned self attested copy
holders of securities. Effective from January 01, 2022,
of the PAN and any document (such as Driving
any service requests or complaints received from the
License, Passport, Bank Statement, AADHAR)
member, will not be processed by RTA till the aforesaid
supporting the registered address of the Member,
details/ documents are provided to RTA. On or after
by email to the Company’s email address at
April 01, 2023, in case any of the above cited documents/
[email protected] or to Link Intime India Private
details are not available in the Folio(s), RTA shall be
Limited (“RTA/Linkintime”) at rnt.helpdeak@
constrained to freeze such Folio(s).
linkintime.co.in.
b. embers holding shares in demat mode may
M 15. M
embers may note that, in terms of the SEBI Listing
update the email address through their respective Regulations equity shares of the Company can only be
Depository Participant(s). transferred in dematerialised form.
10. M
/s V. Sankar Aiyar & Co, Chartered Accounts (Firm 16. M
embers holding shares in physical form, in identical
Registration No. 109208W), were appointed as Statutory order of names, in more than one folio are requested to
Auditors of the Company for a period of Five consecutive send to the Company or RTA, the details of such folios
years at the Annual General Meeting of the members held together with the share certificates for consolidating
on July 22, 2017 at a remuneration mutually agreed upon their holdings in one folio. A consolidated share
by the Board of Directors and the Statutory Auditors. certificate will be issued to such Members after making
requisite changes.
The Board of Directors of the Company at its Meeting
held on April 26, 2022 on recommendation of Audit 17. M
embers are requested to intimate changes, if any,
Committee appointed M/s V. Sankar Aiyar & Co, pertaining to their name, postal address, e-mail address,
Chartered Accounts (Firm Registration No. 109208W), as telephone/mobile numbers, Permanent Account Number
the Statutory Auditor of the Company to hold office for (PAN), mandates, nominations, power of attorney, bank
a second term of five consecutive years commencing account, etc., to their DPs if the shares are held by them
from conclusion of this 27th Annual General Meeting till in electronic form and to RTA if the shares are held by
the conclusion of 32nd Annual General Meeting subject them in physical form.
to approval of member at 27th AGM.
18. P
ursuant to Section 72 of the Companies Act, 2013,
11. P
ursuant to Section 91 of the Companies Act, 2013 read Members are entitled to make a nomination in respect
with regulation 42 of the SEBI Listing Regulations the of shares held by them. Members desirous of making a
Register of Members and the Share Transfer Book of nomination, pursuant to the Rule 19(1) of the Companies
the Company will remain closed from July 06, 2022 to (Share Capital and Debentures) Rules, 2014 are requested
July 12, 2022 (both days inclusive). to send their requests in Form No. SH- 13, to the Registrar
and Transfer Agent of the Company. Further, Members
12. D
uring the year 2021-22, the Company declared and desirous of cancelling/varying nomination pursuant
paid an interim dividend of ` 3/- per equity share (i.e. to the Rule 19(9) of the Companies (Share Capital
150% of face value of ` 2/- per share). The same shall and Debentures) Rules, 2014, are requested to send
be considered as final dividend. Members are requested their requests in Form No. SH-14, to the Registrar and
to note that, dividends if not encashed for a period of Transfer Agent of the Company. These forms will be
7 years from the date of transfer to Unpaid Dividend made available on request.
Account of the Company, are liable to be transferred
to the Investor Education and Protection Fund (“IEPF”). 19. T
he Company has designated an exclusive e-mail id to
Further, all the shares in respect of which dividend has redress shareholders’ complaints/grievances. In case
remained unclaimed for 7 consecutive years or more you have any queries/ complaints/grievances, then
from the date of transfer to unpaid dividend account please write to us at [email protected].
shall also be transferred to IEPF Authority. In view of this,
Members are requested to claim their dividends from 20. M
embers can raise questions during the meeting or in
the Company, within the stipulated timeline. advance at [email protected] or investor.relations@
iifl.com in the manner as prescribed in this notice.
13. S
tatutory Registers, financial statement and all the However, it is requested to raise the queries precisely
documents referred to in the Notice and Explanatory and in short at the time of meeting to enable to
Statement will be available for inspection by the answer the same.
8
Notice
21. In case of joint holders, the Member whose name facility to all its members to enable them to cast their
appears as the first holder in the order of names as per vote on the matters listed in this Notice by electronic
the Register of Members of the Company will be entitled means (remote e-voting). The remote e-voting
to vote during the AGM. facility is provided by Central Depository Services
Limited (CDSL).
22. T
he voting rights of the Members shall be in proportion
to their share in the paid-up equity share capital of the I. The voting period begins on Thursday, July 07,
Company as on the cut-off date i.e. July 05, 2022. 2022 at 9.00 a.m. and ends on Monday, July 11,
2022 at 5.00 p.m. During this period, shareholders’
23. Institutional/Corporate shareholders (i.e. other than of the Company holding shares either in physical
individuals, HUF, NRI, etc.) are required to send a scanned form or in dematerialized form, as on the cut-off
copy (PDF/JPG Format) of their respective Board
date (record date) of July 05, 2022, may cast their
or governing body Resolution/Authorization etc.,
vote electronically. The e-voting module shall be
authorizing their representative to attend the AGM
disabled by CDSL for voting thereafter.
through VC/OAVM on their behalf and to vote through
remote e-Voting. The said Resolution/Authorization
II. hareholders who have already voted prior to
S
shall be sent to the Scrutinizer by e-mail at its registered
the meeting date would not be entitled to vote
e-mail address to [email protected] with a
during the meeting.
copy marked to [email protected].
24. T
heresolutions approved/voted by the Members through ursuant to SEBI Circular No. SEBI/HO/CFD/
III. P
remote e-voting is deemed to have been passed as if CMD/ CIR/P/2020/242 dated December 9, 2020,
they have been passed at a General Meeting of Members. under Regulation 44 of SEBI Listing Regulations
The date of declaration of results of the e-voting shall be listed entities are required to provide remote
the date on which the resolutions would be deemed to e-voting facility to its shareholders, in respect
have been passed, if approved by the requisite majority. of all shareholders’ resolutions. However, it has
been observed that the participation by the public
25. T
he Board of Directors have appointed CS Snehal Shah non-institutional shareholders/retail shareholders
& Associates (Membership No. FCS 6114) and failing is at a negligible level.
him CS Krishna Shah, Practicing Company Secretaries
as the Scrutinizer to scrutinize the e-voting process in a urrently, there are multiple e-voting service
C
fair and transparent manner. The Consolidated Results providers (ESPs) providing e-voting facility to listed
of remote e-voting and voting at the 27th AGM shall be entities in India. This necessitates registration on
declared within two working days of the conclusion of various ESPs and maintenance of multiple user IDs
27th AGM of the Company. The results declared along and passwords by the shareholders.
with the Scrutiniser’s Report shall be placed on the
Company’s website www.iiflsecurities.com and on the In order to increase the efficiency of the voting
website of Central Depository Services (India) Limited process, pursuant to a public consultation, it
www.evotingindia.com and the same shall also be has been decided to enable e-voting to all the
communicated to BSE Limited and National Stock demat account holders, by way of a single
Exchange of India Limited where the shares of the login credential, through their demat accounts/
Company are listed. websites of Depositories/ Depository Participants.
Demat account holders would be able to cast
26. S
tatutory Registers and documents referred to, in their vote without having to register again with
the Notice and Explanatory statement are open for the ESPs, thereby, not only facilitating seamless
inspection by the Members at the Registered office of authentication but also enhancing ease and
the Company on all days (excluding Saturdays and convenience of participating in e-voting process.
Sundays) between 11.00 a.m. to 1.00 p.m. upto the date
of the 27th AGM. IV. I n terms of SEBI circular no. SEBI/HO/CFD/CMD/
CIR/P/2020/242 dated December 9, 2020 on
27. T
he information and instructions for shareholders for e-Voting facility provided by Listed Companies,
remote e-voting are as under: Individual shareholders holding securities in
I n compliance with the provisions of Regulation 44 of demat mode are allowed to vote through their
the SEBI Listing Regulations, Sections 108 and 110 demat account maintained with Depositories
of the Companies Act, 2013 read with the Companies and Depository Participants. Shareholders are
(Management and Administration) Rules, 2014 (as advised to update their mobile number and email
amended), MCA Circulars and the Secretarial Standard Id in their demat accounts in order to access
on General Meetings, the Company is providing a e-Voting facility.
9
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders
holding securities in Demat mode is given below:
Type of shareholders Login Method

Individual 1. Users who have opted for CDSL’s Easi/Easiest facility, can login through their existing
Shareholders holding user id and password. Option will be made available to reach e-Voting page without
securities in Demat any further authentication. The URLs for users to login to Easi/Easiest are https://web.
mode with CDSL cdslindia.com/myeasi/home/login or www.cdslindia.com and click on Login icon and
select New System Myeasi.
2. After successful login, the Easi/Easiest user will be able to see the e-Voting Menu. On
clicking the e-voting menu, the user will be able to see his/her holdings along with links
of the respective e-Voting service provider i.e. CDSL/NSDL/KARVY/LINK INTIME as per
information provided by Issuer/Company. Additionally, we are providing links to e-Voting
Service Providers, so that the user can visit the e-Voting service providers’ site directly.
3. I f the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. lternatively, the user can directly access e-Voting page by providing Demat Account
A
Number and PAN No. from a link in www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the
Demat Account. After successful authentication, user will be able to see the e-Voting
option where the evoting is in progress and also able to directly access the system of all
e-Voting Service Providers.
Individual 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of
Shareholders holding NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either
securities in demat on a Personal Computer or on a mobile. Once the home page of e-Services is launched,
mode with NSDL click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section.
A new screen will open. You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under
e-Voting services and you will be able to see e-Voting page. Click on company name or
e-Voting service provider name and you will be re-directed to e-Voting service provider
website for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. isit the e-Voting website of NSDL. Open web browser by typing the following URL:
V
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e.
your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification
Code as shown on the screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company name or e-Voting
service provider name and you will be redirected to e-Voting service provider website for
casting your vote during the remote e-Voting period or joining virtual meeting & voting during
the meeting.
Individual You can also login using the login credentials of your demat account through your Depository
Shareholders Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be
(holding securities able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/
in demat mode) CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
login through Click on company name or e-Voting service provider name and you will be redirected to e-Voting
their Depository service provider’s website for casting your vote during the remote e-Voting period or joining virtual
Participants meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
10
Notice
Helpdesk for Individual Shareholders holding securities For Shareholders holding shares
in demat mode for any technical issues related to login in Demat Form other than
through Depository i.e. CDSL and NSDL individual and Physical Form
Login Type Helpdesk Details Dividend Enter the Dividend Bank Details
Individual Members facing any technical Bank Details or Date of Birth (in dd/mm/
Shareholders issue in login can contact yyyy format) as recorded in your
OR Date of
holding securities CDSL helpdesk by sending a demat account or in the company
Birth (DOB)
in Demat mode request at helpdesk.evoting@ records in order to login.
with CDSL cdslindia.com or contact at 022-
• If both the details are not
23058738 and 22-23058542-43.
recorded with the depository
Individual Members facing any technical or company, please enter the
Shareholders issue in login can contact NSDL member id/folio number in the
holding securities helpdesk by sending a request
Dividend Bank details field as
in Demat mode at [email protected] or call at
mentioned in declaration (3)
with NSDL toll free no.: 1800 1020 990 and
1800 22 44 30
VI. A
fter entering these details appropriately, click
on “SUBMIT” tab.
V. Login method for e-Voting and joining virtual
meeting for shareholders other than individual VII. S
hareholders holding shares in physical form
shareholders & physical shareholders. will then directly reach the Company selection
1) The shareholders should log on to the e-voting screen. However, shareholders holding shares in
website www.evotingindia.com. demat form will now reach ‘Password Creation’
menu wherein they are required to mandatorily
2) Click on “Shareholders” module. enter their login password in the new password
field. Kindly note that this password is to be
3) Now enter your User ID
also used by the demat holders for voting for
a. For CDSL: 16 digits beneficiary ID, resolutions of any other company on which they
are eligible to vote, provided that company opts
b. For NSDL: 8 Character DP ID followed by
for e-voting through CDSL platform. It is strongly
8 Digits Client ID,
recommended not to share your password with
c. hareholders holding shares in Physical
S any other person and take utmost care to keep
Form should enter Folio Number your password confidential.
registered with the Company.
VIII. For shareholders holding shares in physical form,
4) ext enter the Image Verification as displayed
N the details can be used only for e-voting on the
and Click on Login. resolutions contained in this Notice.
5) If you are holding shares in demat form and IX. C

lick on the EVSN for the relevant <Company
had logged on to www.evotingindia.com and Name> on which you choose to vote.
voted on an earlier e-voting of any company,
then your existing password is to be used. X. n the voting page, you will see “RESOLUTION
O
DESCRIPTION” and against the same the option
6) If you are a first-time user follow the
“YES/NO” for voting. Select the option YES or NO
steps given below:
as desired. The option YES implies that you assent
For Shareholders holding shares to the Resolution and option NO implies that you
in Demat Form other than dissent to the Resolution.
individual and Physical Form
XI. C
lick on the “RESOLUTIONS FILE LINK” if you wish
PAN Enter your 10 digit alpha-numeric to view the entire Resolution details.
*PAN issued by Income Tax
Department (Applicable for both XII. A
fter selecting the resolution, you have decided
demat shareholders as well as to vote on, click on “SUBMIT”. A confirmation box
physical shareholders) will be displayed. If you wish to confirm your vote,
• S
hareholders who have click on “OK”, else to change your vote, click on
not updated their PAN with “CANCEL” and accordingly modify your vote.
the Company/ Depository
XIII. Once you “CONFIRM” your vote on the resolution,
Participant are requested to
you will not be allowed to modify your vote.
use the sequence number sent
by Company/RTA or contact XIV. Y
ou can also take a print of the votes cast by clicking
Company/RTA. on “Click here to print” option on the Voting page.
11
XV. If a demat account holder has forgotten the login 4. hareholders are encouraged to join the Meeting through
S
password then Enter the User ID and the image Laptops/IPads for better experience.
verification code and click on Forgot Password &
enter the details as prompted by the system. 5. urther shareholders will be required to allow Camera
F
and use Internet with a good speed to avoid any
Facility for Non – Individual Shareholders and
XVI.
disturbance during the meeting.
Custodians –Remote Voting
• on-Individual shareholders (i.e. other than
N 6. lease note that Participants Connecting from Mobile
P
Individuals, HUF, NRI etc.) and Custodians Devices or Tablets or through Laptop connecting via
are required to log on to www.evotingindia. Mobile Hotspot may experience Audio/Video loss due
com and register themselves in the to Fluctuation in their respective network. It is therefore
“Corporates” module. recommended to use Stable Wi-Fi or LAN Connection to
•
A scanned copy of the Registration mitigate any kind of aforesaid glitches.
Form bearing the stamp and sign of the
entity should be emailed to helpdesk. 7. hareholders who would like to express their views/ask
S
[email protected]. questions during the meeting may register themselves
• fter receiving the login details a Compliance
A as a speaker by sending their request in advance atleast
User should be created using the admin login Seven days prior to meeting mentioning their name,
and password. The Compliance User would demat account number/folio number, email id, mobile
be able to link the account(s) for which they number at [email protected] or investor.relations@
wish to vote on. iifl.com. The shareholders who do not wish to speak
during the AGM but have queries may send their queries
• The list of accounts linked in the login should
in advance Seven days prior to meeting mentioning
be mailed to [email protected]
and on approval of the accounts they would their name, demat account number/folio number, email
be able to cast their vote. id, mobile number at [email protected] or investor.
[email protected]. These queries will be replied to by the
• scanned copy of the Board Resolution and
A
company suitably by email.
Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, should
8. hose shareholders who have registered themselves as
T
be uploaded in PDF format in the system for
a speaker will only be allowed to express their views/ask
the scrutinizer to verify the same.
questions during the meeting.
• lternatively Non Individual shareholders are
A
required to send the relevant Board Resolution/ 9. Only those shareholders, who are present in the AGM
Authority letter etc. together with attested through VC/OAVM facility and have not casted their vote
specimen signature of the duly authorized on the Resolutions through remote e-Voting and are
signatory who are authorized to vote, to otherwise not barred from doing so, shall be eligible to
the Scrutinizer and to the Company at the vote through e-Voting system available during the AGM.
email address [email protected] and
[email protected] respectively, if they have 10. If any Votes are cast by the shareholders through the
voted from individual tab & not uploaded e-voting available during the AGM and if the same
same in the CDSL e-voting system for the
shareholders have not participated in the meeting
scrutinizer to verify the same.
through VC/OAVM facility, then the votes cast by such
shareholders shall be considered invalid as the facility
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING
of e-voting during the meeting is available only to the
THE AGM THROUGH VC/OAVM & E-VOTING DURING
shareholders attending the meeting.
MEETING ARE AS UNDER:
1. he procedure for attending meeting & e-Voting on the
T PROCESS FOR THOSE SHAREHOLDERS WHOSE
day of the AGM is same as the instructions mentioned EMAIL ADDRESSES ARE NOT REGISTERED WITH THE
above for Remote e-voting. DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS
FOR E-VOTING FOR THE RESOLUTIONS PROPOSED
2. he link for VC/OAVM to attend meeting will be available
T
IN THIS NOTICE:
where the EVSN of Company will be displayed after
successful login as per the instructions mentioned 1. or Physical shareholders- please provide necessary
F
above for Remote e-voting. details like Folio No., Name of shareholder, scanned
copy of the share certificate (front and back), PAN (self
3. hareholders who have voted through Remote e-Voting
S attested scanned copy of PAN card), AADHAR (self
will be eligible to attend the meeting. However, they will attested scanned copy of Aadhar Card) by email to rnt.
not be eligible to vote at the AGM. [email protected] or [email protected].
12
Notice
2. For Demat shareholders - please provide Demat respective Depository Participant (DP) by following the
account details (CDSL-16 digit beneficiary ID or procedure prescribed by the Depository Participant.
NSDL-16 digit DPID + CLID), Name, client master
or copy of Consolidated Account statement, PAN c. Registration of email id for shareholders holding
(self attested scanned copy of PAN card), AADHAR physical shares:
(self attested scanned copy of Aadhar Card) to The Members of the Company holding Equity Shares
[email protected] or [email protected]. of the Company in physical Form and who have not
registered their e-mail addresses may get their e-mail
If you have any queries or issues regarding attending addresses registered with Link Intime India Pvt Ltd, by
AGM & e-Voting from the CDSL e-Voting System, you clicking the link: https://linkintime.co.in/emailreg/email_
can write an email to [email protected] register.html in their web site www.linkintime.co.in at
or contact at 022- 23058738 and 022-23058542/43. the Investor Services tab by choosing the mail/Bank
Registration heading and follow the registration process
All grievances connected with the facility for voting by as guided therein. The members are requested to provide
electronic means may be addressed to Mr. Rakesh Dalvi, details such as Name, Folio Number, Certificate number,
Manager, (CDSL) Central Depository Services (India) PAN, mobile number and e mail id and also upload the
Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal image of share certificate in PDF or JPEG format. (upto 1
Mill Compounds, N M Joshi Marg, Lower Parel (East), MB). In case of any query, a member may send an e-mail
Mumbai - 400 013 or send an email to helpdesk.
to RTA at rnt.helpdesk@ linkintime.co.in.
[email protected] or call on 022-23058542/43.
On submission of the shareholders details an OTP

PROCEDURE FOR REGISTRATION OF E-MAIL will be received by the shareholder who needs to be
ADDRESS AND BANK DETAILS BY SHAREHOLDERS:- entered in the link for verification.
a. For Temporary Registration for Demat shareholders:
The Members of the Company holding Equity Shares d. Registration of Bank Details for physical shareholders:
of the Company in Demat Form and who have not The Members of the Company holding Equity Shares
registered their e-mail addresses may temporarily get of the Company in physical Form and who have not
their e-mail addresses registered with Link Intime India registered their bank details can get the same registered
Private Limited by clicking the link: https://linkintime. with Link Intime India Pvt Ltd, by clicking the link:
co.in/emailreg/email_register.html in their web site https://linkintime.co.in/emailreg/email_register.html
www.linkintime.co.in at the Investor Services tab by in their web site www.linkintime.co.in at the Investor
choosing the E mail Registration heading and follow the Services tab by choosing the E mail/Bank Registration
registration process as guided therein. The members heading and follow the registration process as guided
are requested to provide details such as Name, DPID, therein. The members are requested to provide details
Client ID/PAN, mobile number and e-mail id. In case of such as Name, Folio Number, Certificate number, PAN,
any query, a member may send an e-mail to RTA at rnt. e – mail id along with the he copy of the cheque leaf with
[email protected]. the first named shareholders name imprinted in the face
of the cheque leaf containing bank name and branch,
On submission of the shareholders details an OTP type of account, bank account number, MICR details and
will be received by the shareholder which needs to be IFSC code in PDF or JPEG format. In case of any query,
entered in the link for verification. a member may send an e-mail to RTA at rnt.helpdesk@
linkintime.co.in.
b. For Permanent Registration for Demat shareholders:
It is clarified that for permanent registration of e-mail On submission of the shareholders details an OTP

address, the Members are requested to register their will be received by the shareholder which needs to be
e-mail address, in respect of demat holdings with the entered in the link for verification.
13
Annexure to the Notice

Explanatory Statement pursuant to Section 102 of Companies Act, 2013 to the accompanying notice
Item No. 3 subsidiaries (currently being “IIFL Facilities Services Limited”,

To appoint Statutory Auditors of the Company and fix their a wholly owned subsidiary of the Company) to the lenders/
remuneration buyers/third-parties through various modes including by way
of asset sale or through other contractual arrangements, for
M/s V. Sankar Aiyar & Co., Chartered Accountants (FRN.
repayment of the term loan and any purpose in connection
109208W), were appointed as Statutory Auditors of the
with the business activities of the Company or its subsidiaries,
Company at the 22nd Annual General Meeting (‘AGM’) held on
in one or more tranches, on such terms and conditions as the
July 21, 2017 for a period of 5 years, up to the conclusion of
Board may deem fit.
27th AGM. M/s V. Sankar Aiyar & Co., Chartered Accountants
are eligible for re-appointment for a further period of 5 years.
In terms of Regulation 24(6) of the Securities and Exchange
M/s V. Sankar Aiyar & Co., Chartered Accountants have given
Board of India (Listing Obligations and Disclosure
consent for their re-appointment as Statutory Auditors of the
Requirements) Regulations, 2015 (hereinafter called “SEBI
Company and has provided certificate confirming that their
Listing Regulations”), selling, disposing and leasing of assets
re-appointment, if made, will be within the limits prescribed
amounting to more than 20% of the assets of the material
under the provisions of Section 139 of the Companies
subsidiary on an aggregate basis during a financial year
Act, 2013 (‘the Act’) and the rules made thereunder.
shall require prior approval of the Members by way of a
Based on the recommendations of the Audit Committee and
special resolution.
the Board of Directors, it is hereby proposed to re-appoint
M/s V. Sankar Aiyar & Co., Chartered Accountants, as the
In view of the aforesaid regulatory requirement, approval of
Statutory Auditors of the Company for the second term
the Members is sought for the resolution proposed in the Item
of five consecutive years, who shall hold office from the
no. 4 of the said notice for FY 2022-23. The approval sought
conclusion of this 27th AGM till the conclusion of the 32nd AGM
for the transaction(s) mentioned above are not proposed to
of the Company.
be carried out with Promoters, Persons Acting in Concert,
The remuneration proposed to be paid to the Statutory Directors or Key Managerial Personnels.
Auditors during their second term shall be commensurate
None of the Directors/Key Managerial Personnel of the
with the services to be rendered by them during the said
tenure. The Board of Directors in consultation with the Audit Company/their relatives is, in any way, concerned or
Committee may alter and vary the terms and conditions interested, financially or otherwise, in the resolution set out at
of appointment, including remuneration, in such manner Item No. 4 of the Notice.
and to such extent as may be mutually agreed with the
The Board recommends the Special Resolution set out at
Statutory Auditors.
Item No. 4 of the Notice for approval by the Members.
M/s V. Sankar Aiyar & Co Chartered Accountants is a
well-known firm of Chartered Accountants having 12 Item No. 5 to 11
partners. The firm has offices in various cities across the Approval for the material related party transactions
country. M/s V. Sankar Aiyar & Co is a multi-disciplinary audit As per the provisions of Section 188 of the Act, transactions
firm catering to various clients in diverse sectors. The firm with related parties which are on an arm’s length basis
holds the ‘Peer Review’ certificate as issued by ‘ICAI’. and in the ordinary course of business, are exempted from
the obligation of obtaining prior approval of shareholders.
The Board recommends the resolution set out at Item No. However, such transactions, if material, require the approval
3 of the Notice for approval by the Members by way of an of shareholders through a resolution, notwithstanding the fact
Ordinary Resolution. that the same are at an arm’s length basis and in the ordinary
course of business, as per the requirements of the provisions
None of the Directors or Key Managerial Personnel of the of Regulation 23(4) of the SEBI Listing Regulations.
Company or their relatives are interested or concerned,
financially or otherwise, in the said resolution. SEBI has notified SEBI (Listing Obligation and Disclosure
Requirements) (Sixth Amendment) Regulation, 2021,
Item No. 4 effective from April 1, 2022. Pursuant to the amendments
To approve sale/disposal/leasing of asset(s) of the material to clause (zc) of Regulation 2(1) read with the proviso
subsidiary to Regulation 23(1) of the SEBI Listing Regulations,
IIFL Facilities Services Limited, a wholly owned subsidiary, has transactions involving transfer of resources, services or
raised funds from bank in the form of term loan by mortgaging obligations between a listed entity or any of its subsidiaries
its assets. The proposal may envisage to sale/dispose of on one hand and a related party of the listed entity or any
assets, in one or more of its subsidiaries including material of its subsidiaries on the other hand will be considered
14
Notice
as “related party transactions”, and as “material related subsidiaries on one hand and a related party of the listed
party transactions”, if the transaction to be entered into entity on the other hand for financial year 2022-23. The said
individually or taken together with previous transactions transactions were approved by the Shareholders and passed
during a financial year, exceeds ` 1,000 crore or 10% of with requisite majority on March 25, 2022.
the annual consolidated turnover of the listed entity as
per the last audited financial statements of the listed Subsequently, SEBI vide Circular No. SEBI/HO/CFD/CMD1/
entity, whichever is lower. Further, such material related CIR/P/2021/662 dated April 08, 2022 has issued clarification
transaction shall require prior approval of shareholders on the period of validity of the omnibus approval where the
transactions are material and shareholders’ approval is also
through resolution and no related party shall vote to approve
required. The said Circular specifies that the shareholders’
such resolutions whether the entity is a related party to the
approval of omnibus RPTs approved in an AGM shall be valid
particular transaction or not.
upto the date of the next AGM for a period not exceeding
fifteen months. In case of omnibus approvals for material
The Company and/ or its subsidiaries may enter into various
RPTs, obtained from shareholders in General meetings other
transactions viz. Inter-Corporate Deposits / Allocation and
than AGMs, the validity of such omnibus approvals shall not
Reimbursement of common expenses paid or received/
exceed one year.
availing or rendering of services/leave and license/Purchase
or redemption of structured product, etc. from time to time, In view of the aforesaid clarification issued by SEBI, approval
with group entities including IIFL Finance Limited, IIFL Wealth of the shareholders is sought for the material related party
Management Limited, IIFL Wealth Prime Limited (Formerly transactions to be entered between the Company and/or its
“IIFL Wealth Finance Limited”), IIFL Home Finance Limited subsidiaries on one side and related party of the Company on
and IIFL Samasta Finance Limited, as and when required. the other side, which may exceed the materiality threshold limit
The said transactions are in ordinary course of business and as prescribed under the SEBI Listing Regulations from 27th
at arms’ length and approved by the Audit Committee and AGM till 28th AGM of the Company, for a period not exceeding
the Board of the Directors. fifteen months. All these transactions will be executed at an
arm’s length basis and in the ordinary course of business of
The Company vide postal ballot notice dated February 19, the Company / or its subsidiaries and have been approved
2022, sought approval of the Shareholders for entering into by the Audit committee and the Board of Directors at their
material related party transactions for the Company/its respective meetings.
In view of the above, approval of the Members is sought for the following transactions:
A) Transactions between the Company with its related parties
Name of Nature of Nature of Transactions Amount % of Annual Justification
Related Party Relationship (` in Cr.)* Consolidated
Turnover
IIFL Finance Related Party as Inter-Corporate Deposits / 700.00 53% These transactions
Limited per Accounting Allocation and Reimbursement are regular business
Standards of common expenses paid or transactions of the
and Listing received/ availing or rendering Company and carried
Regulations of services /leave and license out at arm’s length and
/Purchase or redemption of in accordance with the
structured product, etc. applicable laws.
IIFL Wealth Related Party as Inter-Corporate Deposits / 150.00 11% These transactions
Management per Accounting Allocation and Reimbursement are regular business
Limited Standards of common expenses paid or transactions of the
structured product, etc. applicable laws.
IIFL Home Related Party as Inter-Corporate Deposits / 200.00 15% These transactions
Finance per Accounting Allocation and Reimbursement are regular business
Limited Standards of common expenses paid or transactions of the
structured product, etc applicable laws.
15
Name of Nature of Nature of Transactions Amount % of Annual Justification

Related Party Relationship (` in Cr.)* Consolidated
Turnover
IIFL Wealth Related Party as Inter-Corporate Deposits / 150.00 11% These transactions
Prime Limited per Accounting Allocation and Reimbursement are regular business
(Formerly Standards of common expenses paid or transactions of the
“IIFL Wealth and Listing received/ availing or rendering Company and carried
Finance Regulations of services /leave and license out at arm’s length and
Limited) /Purchase or redemption of in accordance with the
structured product, etc applicable laws.
* The ceiling on the amount of transactions specified as above means the transactions remaining outstanding at the end of any day.
he source of funds for grant of Inter-Corporate Deposits (ICD) will be the Company’s owned liquid net worth funds.
T
No financial indebtedness will be incurred to make or give ICD. ICD being short term facility (unsecured) is comparable
with Cash credit rates hence pricing for ICD given in particular financial year shall be determined on SBI 1 year MCLR +
Credit spread and the same shall be repayable on demand. The funds will be utilized for working capital requirement by the
ultimate beneficiary of such funds.
Pricing:
SBI 1 year MCLR + Credit spread of 250 to 350 basis point shall be applicable on all ICD transaction during the year.
*Note
- MCLR rate prevailing on beginning of Quarter shall be considered.
- Credit spread can be reviewed during the year if required.
The Company shall use own funds for the purpose of investment for a tenure based on instrument maturity period.
B) Transactions between the wholly owned subsidiary companies with the related party of the Company
Name of Wholly Nature of Nature of Transactions Amount % of Annual Justification
Owned Subsidiary Relationship (` in Cr.)* Consolidated
(WOS)/ Related Party Turnover
IIFL Facilities Related Party as Inter-Corporate Deposits 700.00 53% These transactions
Services Limited per Accounting (taken)/ Purchase or are regular business
(WOS) with IIFL Standards redemption of structured transactions of the
Finance Limited and Listing product Company and carried
Regulations out at arm’s length and
in accordance with the
applicable laws.
IIFL Management Related Party as Purchase or redemption 200.00 15% These transactions
Services Limited per Accounting of structured product are regular business
(WOS) with IIFL Standards transactions of the
Finance Limited and Listing Company and carried
Regulations out at arm’s length and
in accordance with the
applicable laws.
IIFL Management Related Party as Purchase or redemption 200.00 15% These transactions
Services Limited per Accounting of structured product are regular business
(WOS) with Standards transactions of the
IIFL Samasta and Listing Company and carried
Finance Limited Regulations out at arm’s length and
(Formerly Samasta in accordance with the
Microfinance Limited) applicable laws.
* The ceiling on the amount of transactions specified as above means the transactions remaining outstanding at the end of any day.
16
Notice
he funds for the purpose of investment by the subsidiary shall be sourced through secured or unsecured loan wherein
T
pricing shall be up to SBI MCLR + 250 to 350 bps for a tenure upto 16-24 months.
With respect to the above matter, the Members are requested to note the following disclosure of interest between the
Company with its related parties:
Sr. Name of the Related Parties of Nature of Concern or Interest
No. the Company
1 IIFL Finance Limited (IIFL FIN) Mr. Nirmal Jain and Mr. R. Venkataraman are Executive Directors of IIFL FIN.
Mr. Nirmal Jain and Mr. R. Venkataraman are promoters of IIFL FIN and both
holds along with their relatives & persons acting in concert 94,547,490 equity
shares i.e. 24.91% in IIFL FIN.
2 IIFL Wealth Management Limited Mr. Nirmal Jain and Mr. R. Venkataraman are Non-Executive Directors of
(IIFLWML) IIFLWML.
Mr. Nirmal Jain and R. Venkataraman are promoters of IIFLWML and holds
along with their relatives & persons acting in concert 12,417,343 equity shares
i.e. 14% in IIFLWML.
3 IIFL Home Finance Limited Mr. Nirmal Jain and Mr. R. Venkataraman are Non-Executive Directors of
(IIFLHFL) IIFLHFL.
Mr. Nirmal Jain and R. Venkataraman are promoters of IIFL FIN and IIFLHFL is
a Wholly Owned Subsidiary of the IIFL FIN.
4 IIFL Wealth Prime Limited Ms. Rekha Warriar is a Non-Executive Independent Director of IIFLWPL.
(Formerly “IIFL Wealth Finance Mr. R. Venkataraman and Mr. Nirmal Jain are promoters of IIFLWML and
Limited”) (IIFLWPL) IIFLWPL is a Wholly Owned Subsidiary of IIFLWML.
Further to the above, the following are the disclosure of interest between wholly owned subsidiary (WOS) companies with
the related parties of the Company
Sr. Name of the Entities Nature of Concern or Interest
No.
1 IIFL Facilities Services Limited Mr. Nirmal Jain and R. Venkataraman are promoters of IIFL Securities Limited
(IIFLFSL), WOS (ISL) and IIFLFSL is a Wholly Owned Subsidiary of the ISL.
2 IIFL Management Services Limited Mr. R. Venkataraman is a Non-Executive Director of IIFLMSL.
(IIFLMSL), WOS Mr. Nirmal Jain and R. Venkataraman are promoters of IIFL Securities Limited
(ISL) and IIFLMSL is a Wholly Owned Subsidiary of the ISL.
3 IIFL Finance Limited (IIFL FIN) Mr. Nirmal Jain and Mr. R. Venkataraman are Executive Directors of IIFL FIN.
Mr. Nirmal Jain and Mr. Venkataraman Rajamani are promoters of IIFL FIN and
both holds along with their relatives & persons acting in concert 94,547,490
equity shares i.e. 24.91% in IIFL FIN.
4 IIFL Samasta Finance Limited IIFL Samasta Finance Limited (Formerly “Samasta Microfinance Limited”) is
(Formerly “Samasta Microfinance material subsidiary company of IIFL FIN.
Limited”) Mr. Nirmal Jain and Mr. R. Venkataraman are Executive Directors of IIFL FIN.
Mr. Nirmal Jain and Mr. Venkataraman Rajamani are promoters of IIFL FIN and
both holds along with their relatives & persons acting in concert 94,547,490
equity shares i.e. 24.91% in IIFL FIN.
xcept the above Directors, Promoters and their

E Item No. 12
Relatives, none of the Directors, Key Managerial As per Section 42 of the Companies Act, 2013, read with the
Personnel and their Relatives is, in any way, concerned Rules framed there under, a company offering or making
or interested, financially or otherwise in the Ordinary an invitation to subscribe to Non-Convertible Debentures
Resolutions set out at item nos. 5 to 11. (NCDs) on a private placement basis is required to obtain the
prior approval of the Members by way of a Special Resolution.
Your Directors recommend the passing of the Ordinary Such an approval can be obtained once a year for all the offers
Resolutions set out at Item Nos. 5 to 11 of the Notice, for and invitations made for such NCDs during the year. In order
the approval of the Members. to augment long-term resources for financing, inter alia, the
ongoing expenditure and for business purposes, the Board
The Members may please note that in terms of provisions may, at an appropriate time, offer or invite subscription for
of the SEBI Listing Regulations, no related party/ies secured/unsecured redeemable non-convertible debentures,
shall vote to approve the Ordinary Resolutions at Item in one or more series/tranches on private placement,
Nos. 5 to 11 of the Notice. issuable/ redeemable at par.
17
The approval of the Members is being sought by way None of the Directors/Key Managerial Personnel of the
of a Special Resolution under Sections 42 and 71 of the Company/their relatives is, in any way, concerned or
Companies Act, 2013 read with the Rules made there under, interested, financially or otherwise, in the resolution set out at
to enable the Company to offer or invite subscriptions of Item No. 12 of the Notice.
NCDs on a private placement basis, in one or more tranches,
during the year, within the overall borrowing limits of the The Board recommends the Special Resolution set out at
Company, as approved by the Members from time to time. Item No. 12 of the Notice for approval by the Members.
Information pertaining to Director seeking appointment/re-appointment as mentioned under Regulation 36(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards.
Particulars Mr R.Venkataraman
Date of Birth July 27, 1967
Nationality Indian
Date of appointment at current designation May 15, 2019
Qualifications Master of Business Administration and Bachelor of technology in Electronics
and Electrical Communications
Expertise in specific functional areas Mr. R. Venkataraman is the Chairman and Managing Director, as well as, Co-
Promoter of the Company. He holds Post Graduate Diploma in Management
from Indian Institute of Management (IIM), Bangalore and Bachelor’s degree in
Electronics and Electrical Communications Engineering from IIT Kharagpur. He
has been contributing immensely in the establishment of various businesses
and spearheading key initiatives of the IIFL Group over the past 23 years. He
previously held senior managerial positions in ICICI Limited, including ICICI
Securities Limited, their investment banking joint venture with J P Morgan of US
and Barclays – BZW. He has worked in senior position with GE Capital Services
India Limited in its private equity division. He has a varied experience of more
than 30 years in the financial services sector.
Number of shares held in the Company 11184432
Directorships held in other public • IIFL Finance Limited
companies (excluding foreign companies) • IIFL Wealth Management Limited
• IIFL Home Finance Limited
• IIFL Management Services Limited
Attendance in number of Board eligible Eight of eight
during the financial year 2021-22
Memberships/ Chairmanships of • IIFL Finance Limited – SRC (Member)
committees of other public companies • IIFL Wealth Management Limited – SRC (Chairperson)
(includes only Audit Committee (AC) and
• IIFL Home Finance Limited – SRC (Chairperson)
Stakeholders Relationship Committee
(SRC) in public limited companies) • IIFL Home Finance Limited – AC (Member)
Relationships between Directors inter-se Nil
Remuneration details (` in million) 40.90
By Order of the Board of Directors
Meghal Shah
Dated: June 15, 2022 Company Secretary
Place: Mumbai ACS- 53569
Regd. Office
IIFL House, Sun lnfotech Park,
Road No. 16V, Plot No. B-23, MIDC,
Wagle Estate, Thane - 400 604
Email - [email protected]
18

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June 17, 2022

The Manager, The Manager,

Kindly take the same on record and oblige.

IIFL Securities Limited

Annual Report | 2021-22

Our Value Creation Approach

Financial Manufactured Intellectual Human Social and Natural

Read more on page 12

Customers Employees Regulators and Shareholders, Communities Business

Read more on page 16

Statutory Reports 60-132 Financial Statements 133-273

Chairman and Managing

A Leading One-Stop Financial

800+ 0.8 Million ~4.4 Rating

R 26,944 Million R 3.0 per share 1.1 Million

Being a customer-centric company, we

Our strong market edge

24.2% Foreign Portfolio Investors Trusts

Our Key Differentiators

Our Diversified Offerings

We Offer Operational Highlights of FY 2021-22

FY2017 FY2018 FY2019 FY2020 FY2021 FY2022

We Offer Segmental Revenue

We Serve Operational Highlights of FY 2021-22

We Offer Segmental Revenue

Growing Revenues from Investment Banking (R Million)

FY2017 FY2018 FY2019 FY2020 FY2021 FY2022

Select Transactions (FY22)

QIP IPO IPO

IPO IPO IPO

IPO IPO QIP

S.J.S. Enterprises PB Fintech Deepak Fertilisers

IPO IPO QIP

Aditya Birla SunLife AMC Sansera Engineering Bank of India

IPO IPO IPO

Chemplast Sanmar Krsnaa Diagnostics KIMS

IPO QIP QIP

Shyam Metalics Union Bank of India Punjab National Bank

QIP Preferential Issue IPO

Dilip Buildcon Ltd 5Paisa Capital Ltd Macrotech Developers

FINANCIAL PRODUCTS DISTRIBUTION

16% of Total Revenue

Operational Highlights of FY 2021-22 Financial Products Distribution Income* (R Million)

FY2017 FY2018 FY2019 FY2020 FY2021 FY2022

SIP Transaction Count (In Lakh)

FY2017 FY2018 FY2019 FY2020 FY2021 FY2022

Our Value-Creating Business Model

Financial Capital Value created

Equity Capital ` 11,818 Million Retail broking and distribution

Outstanding Debt ` 6,070 Million

Manufactured Capital Institutional broking

Research Analysts 30+ Financial product distribution

Strong brand value and

Female Employees 26% Robust technology platform and open

Average training hours per employee 15 hours

Customer-centricity and focus on

Spent on CSR initiatives ` 34 Million

Active retail customers 1.13 Million

Focus on effectively consuming key

Increase in average daily PAT ` 3,058 Million

Customers Corporate website Daily Trust Personalised Customer

Employees Review meets Daily Training & Employee Total number of

Shareholders Annual General Quarterly Brand reputation Growth & Market

Communities CSR initiatives Daily Social Livelihood Number of

Board and GRI 102: Ethics It is our constant endeavour to Shareholders

Risk GRI 102: In a constantly evolving and Shareholders

Products GRI 417: We are committed to provide best- Customers

Customer BRSR Our aim is to create superior Customers

Talent GRI 401: Our people are central to our Employees

Community GRI 413: Local We work closely to ensure Communities

Energy GRI 302: Energy Being in the financial services Shareholders

Climate GRI 302: Energy Climate change is the harshest Shareholders

Employee GRI 403: Being a financial services company, Employees

Water GRI 303: Water While our direct environment Shareholders

Responsible MSCI We are exploring opportunities Customers

Human GRI 412: We are committed to embrace best Employees

Periodical settlement of funds/securities is ensured through automated process in accordance