IIFL Finance to Raise up to Rs. 2,000 Crore through Public Issue of Secured NCDs; Offers Yield up to 9% per annum

 by Bhavna S.J

Effective Yield of up to 9% per annum*

Credit Rating: Crisil AA/ Stable by Crisil Ratings Limited and BWR AA+ (Stable) by Brickwork Ratings

Trading in dematerialized form only

Allotment on first cum first serve basis***

IIFL Finance Limited, is a Non-Banking Financial Company – Middle Layer (“NBFC-ML”) registered with the RBI, today announced the launch of public issue of secured listed redeemable non-convertible debentures (NCDs) of face value of ₹ 1,000 each for an amount up to ₹500 crore (“Base Issue Size”) with a green shoe option of up to ₹1,500 crore, cumulatively aggregating up to ₹ 2,000 crore (“Tranche I Issue Limit”).

The Tranche I Issue has 9 series of NCDs carrying fixed coupons and having a tenure of 24 months, 36 months, and 60 months with annual, monthly and cumulative interest options. Effective annual interest yield on the NCDs ranges from 8.70% p.a. to 9.00% p.a.**. The funds shall be utilised for onward lending, financing / refinancing the existing indebtedness, and/or debt servicing and general corporate purpose.

The Tranche I Issue is scheduled to open on Tuesday, February 17, 2026 and is scheduled to close on Wednesday, March 4, 2026**.

The proposed Tranche I Issue has been rated CRISIL AA/Stable by CRISIL Ratings and BWR AA+ (Stable) by Brickwork Ratings, reflecting a high degree of safety regarding timely servicing of financial obligations and indicating very low credit risk.

Commenting on the issue, Mr. Nirmal Jain, Founder and Managing Director of IIFL Finance, said:

“This offering represents what investors expect from IIFL Finance — consistency, discipline and reliability. Over three decades we have built our franchise on strong asset quality and timely servicing of obligations across cycles. The secured, CRISIL AA/Stable rated NCDs provide investors predictable returns with flexibility, backed by a well-capitalised balance sheet and prudent underwriting. We value the trust investors place in us and remain committed to safeguarding it.”

As on December 31, 2025, IIFL Finance reported loan assets under management (AUM) of ₹ 98,336 crore on a consolidated basis. The company continues to maintain strong asset quality, with Gross Non-Performing Asset (NPA) of 1.60% and Net NPA of 0.75% as a percentage of its consolidated Loan Book as on December 31, 2025. Additionally, as on December 31, 2025, 83.61% of the Company’s consolidated Loan Book was secured. On a consolidated basis for Q3 FY26, the company reported a profit after tax (PAT) of ₹501.35 crore, and for the nine months ended FY26 stood at ₹1,193.46 crore. 

The Lead Managers to the Issue are Trust Investment Advisors Private Limited, Nuvama Wealth Management Limited, and IIFL Capital Services Limited. The NCDs are proposed to be listed on BSE Limited and National Stock Exchange of India Limited.

*IIFL Capital Services Limited (formerly known as IIFL Securities Limited) is deemed to be an associate of the Issuer as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations). Further, in compliance with the provisions of Regulation 21A and explanation to Regulation 21A of the Merchant Bankers Regulations, IIFL Capital Services Limited (formerly known as IIFL Securities Limited) would be involved only in marketing of the Issue and as per Regulation 25 (3) of SEBI NCS Regulations shall not issue a due diligence certificate. 

The NCDs will be issued at a face value of ₹1,000 each, with a minimum application size of ₹10,000 across investor categories. 

About IIFL Finance

IIFL Finance’s offerings home loans, gold loans, MSME secured loan, MSME unsecured loan, supply chain finance, micro finance, construction and real estate finance and capital market finance, catering to both retail and corporate clients; Subsidiaries of the Company are IIFL Home Finance Limited, IIFL Samasta Finance Limited (Formerly known as Samasta Microfinance Limited), IIHFL Sales Limited and IIFL Fintech Private Limited (Formerly known as IIFL Open Fintech Private Limited).

DISCLAIMERS

*For further details refer to section titled “Issue Related Information” on page 133 of the Tranche I Prospectus dated February 12, 2026

***Allotment in the public issue of debt securities should be made on the basis of date of upload of each application into the electronic book of the stock exchanges. However, from the date of oversubscription and thereafter, the allotments will be made to the applicants on proportionate basis in accordance with SEBI NCS Regulations and SEBI NCS Master Circular. 

** The Tranche I Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) for the period indicated in the Tranche I Prospectus. The Company may, in consultation with the Lead Managers, consider closing the Tranche I Issue on such earlier date or extended date (subject to a minimum period of 2 (two) Working Days and a maximum period of 10 (ten) Working days from the date of opening of this Tranche I Issue and subject to not exceeding thirty days from filing of the Tranche I Prospectus with RoC including extensions) as may be decided by the Board of Directors of the Company or the Finance Committee thereof, subject to compliance with Regulation 33A of the SEBI NCS Regulations. In the event of an early closure or extension of the Tranche I Issue, the Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in an English daily national newspaper with wide circulation and a regional daily with wide circulation where the registered office of the Company is located (in all the newspapers in which pre-issue advertisement for opening of this Tranche I Issue has been given on or before such earlier or initial date of Tranche I Issue closure) on or before such earlier or initial date of Tranche I Issue closure. Application Forms for this Issue will be accepted only from 10:00 a.m. to 5:00 p.m. or such extended time as may be permitted by the Stock Exchange, on Working Days during the Tranche I Issue Period. On the Tranche I Issue Closing Date, the Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. (Indian Standard Time) and uploaded until 5:00 p.m. or such extended time as may be permitted by the Stock Exchange. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. on the Tranche I Issue Closing Date. For further details please see “General Information” on page 25 of the Tranche I Prospectus.

DISCLAIMER

IIFL Finance Limited (“Company”), subject to market conditions, and other considerations, is proposing a public issue of secured redeemable non-convertible debentures (“NCDs”) and has filed Tranche I Prospectus dated February 12, 2026 (“Tranche I Prospectus”), which should be read together with Shelf Prospectus dated February 12, 2026 (“Shelf Prospectus”, together with the Tranche I Prospectus, referred to as “Prospectus”) with the Registrar of Companies, Maharashtra at Mumbai (“RoC”), BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) and Securities and Exchange Board of India (“SEBI”). The Prospectus is available on the website of the Company at www.iifl.com, on the website of BSE at www.bseindia.com, on the website of NSE at www.nseindia.com on the website of the lead managers at https://www.trustgroup.in/, www.nuvama.com, www.iiflcap.com and on the website of SEBI at www.sebi.gov.in. Investors proposing to participate in the Tranche I Issue should invest only on the basis of the information contained in the Prospectus. Investors should note that investment in the NCDs involves a high degree of risk and for details in relation to the same, refer to the Prospectus, including the section titled “Risk Factors” on page 23 of the Shelf Prospectus and “Material Developments” on pages 240 and 55 of the Shelf Prospectus and Tranche I Prospectus, respectively. 

Capitalised terms not defined herein shall have the same meaning as assigned to such terms in the Shelf Prospectus and Tranche I Prospectus both dated February 12, 2026.

DISCLAIMER CLAUSE OF BSE: It is to be distinctly understood that the permission given by BSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by BSE, nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant that the issuer’s securities will be listed or will continue to be listed on the exchange; nor does it take any responsibility for the financial or other soundness of the issuer, its promoters, its management or any scheme or project of the issuer. Every person who desires to apply for or otherwise acquire any securities of this issue may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. The investors are advised to refer to the Draft Offer Document/ Offer Document for the full text of the “Disclaimer clause of the BSE”.

DISCLAIMER CLAUSE OF NSE: It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE, nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant that the issuer’s securities will be listed or will continue to be listed on the exchange; nor does it take any responsibility for the financial or other soundness of the issuer, its promoters, its management or any scheme or project of the issuer. Every person who desires to apply for or otherwise acquire any securities of this issue may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. The investors are advised to refer to the Offer Document/Draft Offer Document for the full text of the “Disclaimer Clause of NSE”.

DISCLAIMER CLAUSE OF USE OF BSE ELECTRONIC PLATFORM: It is to be distinctly understood that the permission given by the BSE to use their network and software of the Online system should not in any way be deemed or construed as compliance with various statutory requirements approved by the Exchange; not does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements; nor does it take any responsibility for the financial or other soundness of the Company, its promoters, its management or any scheme or project of the Company. It is also to be distinctly understood that the approval given by the Exchange is only to use the software for participating in system of making application process.

DISCLAIMER CLAUSE OF USE OF NSE ELECTRONIC PLATFORM: It is also to be distinctly understood that the approval given by the Exchange is only to use the software for participating in system of making application process. It is to be distinctly understood that the permission given by the NSE to use their network and online platform for facilitating applications for public issue of NCDs shall not in any way be deemed or construed as compliance with various statutory and other requirements by the Company, LMs etc.; are cleared or approved by NSE; nor does it warrant in any manner, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme or projects of the Issuer. It is also to be distinctly understood that the approval given by NSE should not in any way be deemed or construed that the prospectus has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the Prospectus; nor does it warrant that the securities will be listed or will continue to be listed on NSE.

DISCLAIMER STATEMENT OF CRISIL: Crisil Ratings Limited (Crisil Ratings) has taken due care and caution in preparing the Material based on the information provided by its client and/or obtained by Crisil Ratings from sources which it considers reliable (Information). A rating by Crisil Ratings reflects its current opinion on the likelihood of timely payment of the obligations under the rated instrument and does not constitute an audit of the rated entity by Crisil Ratings. Crisil Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by Crisil Ratings is not a recommendation to buy, sell, or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. The Rating is not a recommendation to invest/disinvest in any entity covered in the Material and no part of the Material should be construed as an expert advice or investment advice or any form of investment banking within the meaning of any law or regulation. Crisil Ratings especially states that it has no liability whatsoever to the subscribers/users/transmitters/ distributors of the Material Without limiting the generality of the foregoing, nothing in the Material is to be construed as Crisil Ratings providing or intending to provide any services in jurisdictions where Crisil Ratings does not have the necessary permission and/or registration to carry out its business activities in this regard. IIFL. Finance Limited will be responsible for ensuring compliances and consequences of non-compliances for use of the Material or part thereof outside India. Current rating status and Crisil Ratings' rating criteria are available without charge to the public on the website, www.crisilratings.com. For the latest rating information on any instrument of any company rated by Crisil Ratings, please contact Customer Service Helpdesk at 1800-267-3850

DISCLAIMER STATEMENT OF BRICKWORKS: Brickwork Ratings India Pvt. Ltd. (BWR), a Securities and Exchange Board of India (SEBI) registered Credit Rating Agency and accredited by the Reserve Bank of India (RBI), offers credit ratings of Bank Loan facilities, Non- convertible / convertible / partially convertible debentures and other capital market instruments and bonds, Commercial Paper, perpetual bonds, asset-backed and mortgage-backed securities, partial guarantees and other structured / credit enhanced debt instruments, Security Receipts, Securitization Products, Municipal Bonds, etc. (hereafter referred to as “Instruments”). BWR also rates NGOs, Educational Institutions, Hospitals, Real Estate Developers, Urban Local Bodies and Municipal Corporations.  

BWR wishes to inform all persons who may come across Rating Rationales and Rating Reports provided by BWR that the ratings assigned by BWR are based on information obtained from the issuer of the instrument and other reliable sources, which in BWR’s best judgment are considered reliable. The Rating Rationale / Rating Report & other rating communications are intended for the jurisdiction of India only. The reports should not be the sole or primary basis for any investment decision within the meaning of any law or regulation (including the laws and regulations applicable in Europe and also the USA). 

BWR also wishes to inform that access or use of the said documents does not create a client relationship between the user and BWR. The ratings assigned by BWR are only an expression of BWR’s opinion on the entity / instrument and should not in any manner be construed as being a recommendation to either purchase, hold or sell the instrument. BWR also wishes to abundantly clarify that these ratings are not to be considered as an investment advice in any jurisdiction nor are they to be used as a basis for or as an alternative to independent financial advice and judgment obtained from the user’s financial advisors. BWR shall not be liable to any losses incurred by the users of these Rating Rationales, Rating Reports or its contents. BWR reserves the right to vary, modify, suspend or withdraw the ratings at any time without assigning reasons for the same. 

BWR’s ratings reflect BWR’s opinion on the day the ratings are published and are not reflective of factual circumstances that may have arisen on a later date. BWR is not obliged to update its opinion based on any public notification, in any form or format although BWR may disseminate its opinion and analysis when deemed fit. 

Neither BWR nor its affiliates, third party providers, as well as the directors, officers, shareholders, employees or agents (collectively, “BWR Party”) guarantee the accuracy, completeness or adequacy of the Ratings, and no BWR Party shall have any liability for any errors, omissions, or interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the Rating Rationales or Rating Reports. Each BWR Party disclaims all express or implied warranties, including, but not limited to, any warranties of merchantability, suitability or fitness for a particular purpose or use. In no event shall any BWR Party be liable to any one for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of any part of the Rating Rationales and/or Rating Reports even if advised of the possibility of such damages. However, BWR or its associates may have other commercial transactions with the company/entity. BWR and its affiliates do not act as a fiduciary. 

BWR keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of the respective activity. As a result, certain business units of BWR may have information that is not available to other BWR business units. BWR has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process. 

BWR clarifies that it may have been paid a fee by the issuers or underwriters of the instruments, facilities, securities etc., or from obligors. BWR’s public ratings and analysis are made available on its web site, www.brickworkratings.com. More detailed information may be provided for a fee. BWR’s rating criteria are also generally made available without charge on BWR’s website. 

This disclaimer forms an integral part of the Ratings Rationales / Rating Reports or other press releases, advisories, communications issued by BWR and circulation of the ratings without this disclaime r is prohibited. BWR is bound by the Code of Conduct for Credit Rating Agencies issued by the Securities and Exchange Board of India and is governed by the applicable regulations issued by the Securities and Exchange Board of India as amended from time to time.

DISCLAIMER STATEMENT OF CRISIL INTELLIGENCE: Crisil Intelligence, a division of Crisil Limited, provides independent research, consulting, risk solutions, and data & analytics to its clients. Crisil Intelligence operates independently of Crisil’s other divisions and subsidiaries, including, Crisil Ratings Limited. Crisil Intelligence’s informed insights and opinions