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IIFL Finance Limited (“IIFL” or the “Company”) is a Non-Banking Finance Company- Middle Layer (“NBFCML”) registered with the RBI, catering to the credit requirements of a diverse customer base with its plethora of products;
IIFL offerings include home loans, gold loans, MSME Secured Loan, MSME unsecured Loan, personal loan, Supply Chain Finance, Microfinance, 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)

Widespread Network As of December 31, 2025, on a consolidated basis the Company has a widespread network of 4,761 branches spanning the length and breadth of the country and has a strong workforce of 36,786 employees.

Strong Growth As at December 31, 2025, consolidated Assets Under Management were Rs. 98,335.62 Crores. The Company has GNPA of 1.60% and NNPA of 0.75% as a percentage of our consolidated Loan Book as on December 31, 2025. Additionally, as on December 31, 2025, 83.61% of the Company’s consolidated Loan Book is secured with adequate collaterals which helps mitigate risks further.

Lead Managers to the Issue:


  • Trust Investment Advisors Private Limited
  • Nuvama Wealth Management Limited
  • IIFL Capital Services Limited * (Formerly known as IIFL Securities 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.

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How to Apply for IIFL Finance NCD Tranche I Issue

Why subscribe to IIFL Finance Secured NCDs 2026?

  • 1. Effective Yield 9.00% p.a. highest yield for Annual series with tenor of 60 months.
  • 2. Tenor and Frequency : Tenors of 24, 36 and 60 months available with various interest payment options like monthly, annual and cumulative in all tenor.
  • 3. Listing :Proposed to be listed on BSE and NSE. (NSE shall be the Designated Stock Exchange)
    Trading will be in dematerialized form only
  • 4. Taxation : Subject to applicable tax deducted at source, if any
  • 5. Safety : Instrument rated Crisil AA/Stable by CRISIL Ratings Limited and BWR AA+ (Stable) by Brickwork Ratings India Private Limited indicates that instruments with this rating have high degree of safety regarding timely servicing of financial obligations and carry very low credit risk.
  • Allotment in the public issue of debt securities will be made on the basis of date of upload of each application into the electronic book of stock exchange in accordance with SEBI Master Circular.#
 

Terms and Conditions in connection with the Secured NCDs:

IssuerIIFL Finance Limited
Tranche I Issue OpensTuesday, February 17, 2026
Tranche I Issue ClosesWednesday, March 04, 2026 **
Registrar to the IssueMUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited)
Debenture TrusteeVardhman Trusteeship Private Limited
Allotment in case of oversubscripti onFull allotment of the NCDs to the applicant on first come first basis up to the date falling 1 (one) day prior to the date of oversubscription to the respective portion and proportionate allotment of NCDs to the Applicants on the date of oversubscription and thereafter in respective portion
Issue PriceRs. 1,000 per NCD
Face ValueRs. 1,000 per NCD
Minimum ApplicationRs. 10,000/‐ (10 NCD) and in multiple of ₹ 1,000 (1 NCD) thereafter
Base IssueRs. 500 Crores
Option to Retain Oversubscription AmountRs. 1,500 Crores
Tranche I Issue SizeRs. 2,000 Crores
Nature of IndebtednessSecured
Credit Ratings“Crisil AA/Stable” by Crisil Ratings Limited and “BWR AA+ (Stable)” by Brickwork Ratings India Private Limited
Issuance mode of the instrumentIn dematerialised form only
Listing OnBSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”)
DepositoriesCDSL and NSDL
Trading mode of the instrumentIn dematerialized form only

** 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. Our 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 our 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, our 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.

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Specific terms for each of the Secured NCDs:

SeriesIIIIIIIVV*VIVIIVIIIIX
Frequency of Interest PaymentMonthlyMonthlyMonthlyAnnualAnnualAnnualCumulativeCumulativeCumulative
Minimum Application₹ 10,000 (10 NCDs) across all series
Face Value/ Issue Price of NCDs (₹/NCD)₹ 1,000
In Multiples of thereafter (₹)₹ 1,000 (1 NCD)
Type of instrumentSecured, Redeemable, Listed, Non-Convertible Debentures
Tenor (in months) 243660243660243660
Coupon (% per annum) for NCD Holders in Category I, II, III & IV8.37%8.52%8.65%8.70%8.85%9.00%NANANA
Effective Yield (per annum) for NCD Holders in Category I, II, III & IV8.70%8.85%9.00%8.69%8.84%8.99%8.70%8.85%9.00%
Mode of Interest PaymentThrough various modes
Amount (₹ / NCD) on Maturity for NCD Holders in Category I, II, III & IV₹ 1,000₹ 1,000₹ 1,000₹ 1,000₹ 1,000₹ 1,000₹ 1,181.85₹ 1,290₹ 1,539.00
Maturity / Redemption Date (Months from the Deemed Date of Allotment)243660243660243660
Nature of indebtednessSecured
Put and Call OptionNot Applicable
Series IMonthly₹ 10,000 (10 NCDs) across all series₹ 1,000₹ 1,000 (1 NCD)Secured, Redeemable, Listed, Non-Convertible Debentures248.37%8.70%Through various modes₹ 1,00024SecuredNot Applicable
Series IIMonthly₹ 10,000 (10 NCDs) across all series₹ 1,000₹ 1,000 (1 NCD)Secured, Redeemable, Listed, Non-Convertible Debentures368.52%8.85%Through various modes₹ 1,00036SecuredNot Applicable
Series IIIMonthly₹ 10,000 (10 NCDs) across all series₹ 1,000₹ 1,000 (1 NCD)Secured, Redeemable, Listed, Non-Convertible Debentures608.65%9.00%Through various modes₹ 1,00060SecuredNot Applicable
Series IVAnnual₹ 10,000 (10 NCDs) across all series₹ 1,000₹ 1,000 (1 NCD)Secured, Redeemable, Listed, Non-Convertible Debentures248.70%8.69%Through various modes₹ 1,00024SecuredNot Applicable
Series V *Annual₹ 10,000 (10 NCDs) across all series₹ 1,000₹ 1,000 (1 NCD)Secured, Redeemable, Listed, Non-Convertible Debentures368.85%8.84%Through various modes₹ 1,00036SecuredNot Applicable
Series VIAnnual₹ 10,000 (10 NCDs) across all series₹ 1,000₹ 1,000 (1 NCD)Secured, Redeemable, Listed, Non-Convertible Debentures609.00%8.99%Through various modes₹ 1,00060SecuredNot Applicable
Series VIICumulative₹ 10,000 (10 NCDs) across all series₹ 1,000₹ 1,000 (1 NCD)Secured, Redeemable, Listed, Non-Convertible Debentures24NA8.70%Through various modes₹ 1,181.8524SecuredNot Applicable
Series VIIICumulative₹ 10,000 (10 NCDs) across all series₹ 1,000₹ 1,000 (1 NCD)Secured, Redeemable, Listed, Non-Convertible Debentures36NA8.85%Through various modes₹ 1,29036SecuredNot Applicable
Series IXCumulative₹ 10,000 (10 NCDs) across all series₹ 1,000₹ 1,000 (1 NCD)Secured, Redeemable, Listed, Non-Convertible Debentures60NA9.00%Through various modes₹ 1,539.0060SecuredNot Applicable

*The Company shall allocate and allot Series V NCDs wherein the Applicants have not indicated the choice of the relevant NCD Series.

1. With respect to Series where interest is to be paid on an annual basis, relevant interest will be paid on each anniversary of the Deemed Date of Allotment on the face value of the NCDs. The last interest payment under annual Series will be made at the time of redemption of the NCDs

2. With respect to Series where interest is to be paid on monthly basis, relevant interest will be paid on the first date of every month on the face value of the NCDs. The last interest payment under monthly Series will be made at the time of redemption of the NCDs. For the first interest payment for NCDs under the monthly options, interest from the Deemed Date of Allotment till March 31, 2026 will be paid on April 1, 2026

3. Subject to applicable tax deducted at source, if any.

4. Please refer to Annexure C of the Tranche I Prospectus dated February 12, 2026 for details pertaining to the cash flows of the Company in accordance with the SEBI NCS Master Circular.



Investment Considerations:

  • Effective Yield - 9.00% p.a. highest yield for Annual series with tenor of 60 months.
  • Tenor and Frequency - Tenors of 24, 36 and 60 months available with various interest payment options like monthly, annual and cumulative in all tenor.
  • Listing
    • Proposed to be listed on BSE and NSE. (NSE shall be the Designated Stock Exchange)
    • Trading will be in dematerialized form only
  • Taxation - Subject to applicable tax deducted at source, if any
  • Safety - Instrument rated Crisil AA/Stable by CRISIL Ratings Limited and BWR AA+ (Stable) by Brickwork Ratings India Private Limited indicates that instruments with this rating have high degree of safety regarding timely servicing of financial obligations and carry very low credit risk.
  • Allotment in the public issue of debt securities will be made on the basis of date of upload of each application into the electronic book of stock exchange in accordance with SEBI Master Circular.#

Allocation to category of the overall issue size:

CategoryInvestor typeAllocation
Category IInstitutional Portion20% of the Tranche I Issue Size
Category IINon-Institutional Portion30% of the Tranche I Issue Size
Category IIIHigh Net Worth Individual Investors Portion35% of the Tranche I Issue Size
Category IVRetail Individual Investors Portion15% of the Tranche I Issue Size

Application in the Issue:

Applicants shall apply in this Issue in dematerialized form only, through valid Application Form filled in by the Applicant along with attachment, as applicable. Further, All individual investors applying in public issue through intermediaries (Syndicate members, Registered Stock Brokers, Registrar and Transfer agent and Depository Participants), where the application amount is up to ₹ 5,00,000 shall only use UPI for the purpose of blocking of funds and provide his/ her bank account linked UPI ID in the bid-cum application form submitted with intermediaries and ASBA facility only. For further details refer to the chapter titled “Issue Procedure – How to apply?” on page 181 of the Tranche I Prospectus dated February 12, 2026 available on Company, Lead Managers and Stock Exchanges website.

Investor Category:

Category I (Institutional Investors)

  • Public financial institutions, scheduled commercial banks, Indian multilateral and bilateral development financial institutions which are authorised to invest in the NCDs;
  • Provident funds and pension funds each with a minimum corpus of ₹ 25 crore, superannuation funds and gratuity funds, which are authorised to invest in the NCDs;
  • Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012;
  • Resident Venture Capital Funds registered with SEBI;
  • Insurance companies registered with the IRDAI;
  • State industrial development corporations;
  • Insurance funds set up and managed by the army, navy, or air force of the Union of India;
  • Insurance funds set up and managed by the Department of Posts, the Union of India;
  • Systemically Important Non-Banking Financial Companies;
  • National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; and
  • Mutual funds registered with SEBI.

    Category II (Corporate / Non-Institutional Investors)

  • Companies within the meaning of Section 2(20) of the Companies Act, 2013;
  • Statutory bodies/ corporations and societies registered under the applicable laws in India and authorised to invest in the NCDs;
  • Co-operative banks and regional rural banks;
  • Trusts including public/private charitable/religious trusts which are authorised to invest in the NCDs;
  • Scientific and/or industrial research organisations, which are authorised to invest in the NCDs;
  • Partnership firms in the name of the partners; and
  • Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009).
  • Association of Persons; and
  • Any other incorporated and/ or unincorporated body of persons

    Category III (High Net Worth Individual Investors)

  • Resident Indian individuals or Hindu Undivided Families through the Karta applying for an amount aggregating to above ₹2,00,000 across all options of NCDs and shall include such investors, who have submitted bid an amount not more than UPI Application Limit in any of the bidding options in this Tranche I Issue (including resident Indian individuals and HUFs applying through their Karta and does not include NRIs) through UPI Mechanism.

    Category IV (Retail Individual Investors or Retail Individual Bidder(s) or RIB(s) applying through UPI)

  • Resident Indian individuals or Hindu Undivided Families through the Karta applying for an amount aggregating up to and including ₹2,00,000 across all options of NCDs in this Tranche I Issue and shall include Retail Individual Investors, who have submitted bid for an amount not more than ₹2,00,000 in any of the bidding options in this Tranche I Issue (including HUFs applying through their Karta and does not include NRIs) through UPI Mechanism.

    #For further details, refer Shelf Prospectus dated February 12, 2026 and Tranche I Prospectus dated February 12, 2026 available on Company, Lead Managers and Stock Exchanges website.

    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.
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FAQs

  • What is the Tranche I Issue Size?

    Base issue size of ₹ 500 crores with an option to retain oversubscription up to ₹ 1,500 crores aggregating up to ₹ 2,000 crores through Tranche I Issue which is within the shelf limit of Rs.2,000 crores (“Issue”)

  • What are the Objects of the Tranche I Issue?

    The following table details the objects of the Tranche I Issue (collectively, referred to herein as the “Objects”) and the amount proposed to be financed from Net Proceeds:

    Sr. No.Objects of the Tranche I IssuePercentage of amount proposed to be financed from Net Proceeds
    a.For the purpose of onward lending, financing / refinancing the existing indebtedness of our Company, and/or debt servicing (payment of interest and/or repayment / prepayment of interest and principal of existing borrowings of our Company)*At least 75%
    b.General Corporate Purposes**Maximum up to 25%
    Total100%

    *Our Company will not utilise the proceeds of the Tranche I Issue towards payment of prepayment penalty, if any.
    **The Net Proceeds will be first utilized towards the Objects of the Tranche I issue mentioned above. The balance is proposed to be utilized for general corporate purposes, subject to such utilization not exceeding 25% of the amount raised in the Tranche I Issue, in compliance with the SEBI NCS Regulations.

  • What is the credit rating for the NCDs?

    The NCDs proposed to be issued under the Issue have been rated “Crisil AA/Stable (pronounced as Crisil double A rating with Stable outlook)” for an amount of ₹ 2,000 crore by Crisil vide their rating rationale dated February 11, 2026 read with rating letter dated February 11, 2026 and “Brickwork Ratings AA+ (Stable)” for an amount of ₹ 2,000 crore vide their rating rationale dated December 24, 2025 read with rating letter dated December 24, 2025 and revalidation letter dated February 06, 2026. Securities with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such securities carry very low credit risk. Ratings given by CRISIL and Brickwork are valid as on the date of the Tranche I Prospectus and shall remain valid on date of issue and allotment of NCDs and the listing of the NCDs on Stock Exchanges unless withdrawn. In case of any change in credit ratings till the listing of NCDs, our Company will inform the investors through public notices/ advertisements in all those newspapers or electronic modes such as online newspapers or website of the issuer or the stock exchanges in which pre issue advertisement has been given. The rating is not a recommendation to buy, sell or hold the rated instrument and investors should take their own decisions. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating agencies have a right to suspend or withdraw the rating at any time on the basis of factors such as new information.

  • What is the face value of this NCD?

    The NCDs will be issued at a face value of Rs. 1,000/- per NCD.

  • What is the frequency of interest payment?

    NCDs are issued for tenors of 24 months, 36 months 60 months available with various interest payment options like monthly, annual and cumulative.

  • What is the minimum application size for investment?

    ₹ 10,000 (10 NCDs) across all Series collectively

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IIFL Finance Limited - Tranche I Prospectus 2026

DISCLAIMER - IMPORTANT

NOTE: THE ELECTRONIC VERSION OF THE TRANCHE I PROSPECTUS (“TRANCHE I PROSPECTUS”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, IIFL FINANCE LIMITED (“COMPANY”), AND FOR INFORMATION PURPOSES ONLY. THE TRANCHE I PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEBSITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH THE REQUIREMENTS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE TRANCHE I PROSPECTUS. BY ACCESSING THE TRANCHE I PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME.

Please read this notice carefully - It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Neither we, nor our affiliates represent that the contents of the Tranche I Prospectus herein are accurate or complete. The information contained herein has not been updated since its original publication date and may not reflect the latest updates.

You may not and are not authorized to (1) deliver the Tranche I Prospectus to any other person or (2) reproduce such Tranche I Prospectus in any manner whatsoever. Any distribution or reproduction of the Tranche I Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions.

The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so.

These materials are not directed at or accessible by following persons:

  • Foreign nationals;
  • Persons resident outside India;
  • Foreign Institutional Investors;
  • Qualified Foreign Investors;
  • Non Resident Indians; and
  • Overseas Corporate Bodies.

The NCDs have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. No offers or sales of the NCDs are being made in the United States.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

The Company has taken all necessary steps to ensure that the contents of the Tranche I Prospectus as appearing on this website are identical to the Tranche I Prospectus filed with the Registrar of Companies, Maharashtra at Mumbai (“RoC”), National Stock Exchange of India Limited (the “NSE”) and the BSE Limited (“BSE”, together with the NSE, the “Stock Exchanges”) and the Securities and Exchange Board of India (“SEBI”) (for record purposes) in accordance with the SEBI NCS Regulations.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company or any of its or our affiliates accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data. Trust Investment Advisors Private Limited, Nuvama Wealth Management Limited and IIFL Capital Services Limited (formerly known as IIFL Securities Limited) (the “Lead Managers”) will not be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this web site. Access to electronic versions of these materials is being made available in good faith and for information purposes, in connection with an offering of debt securities under the SEBI NCS Regulations and are not intended to nor do they constitute an offer and/or an invitation to subscribe to the securities referred therein.

The materials placed herein are for informational purposes and not a solicitation of any bid from you. Nothing contained herein shall constitute and/or deem to constitute an offer and/or an invitation to an offer to subscribe to the securities referred therein.

Any person seeking access to this portion of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the Company or the Lead Managers or any other party to sell or buy securities in the Company.

Confirmation of understanding and acceptance of disclaimer

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials. I confirm that I do not fall under any of the categories below:

  • Foreign nationals;
  • Persons resident outside India;
  • Foreign Institutional Investors;
  • Qualified Foreign Investors;
  • Non Resident Indians; and
  • Overseas Corporate Bodies.
 
I Agree