360 ONE WAM LIMITED — Proxy Solicitation & Information Statement 2020

Nov 4, 2020

November 4, 2020

The Manager,	The Manager,
Listing Department,	Listing Department,
BSE Limited,	The National Stock Exchange of India Ltd.,
Phiroze Jeejeebhoy Tower,	Exchange Plaza, 5 Floor, Plot C/1, G Block,
Dalal Street,	Bandra -Kurla Complex, Bandra (E),
Mumbai 400 001.	Mumbai 400 051.
BSE Scrip Code: 542772	NSE Symbol: IIFLWAM

Sub: Postal Ballot Notice Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

In continuation of our intimation dated October 28, 2020, please find enclosed a copy of the Postal Ballot Notice dated October 28, 2020 together with the Explanatory Statement thereto, seeking approval of the members of the Company for issue of Non-Convertible Debentures on Private Placement basis upto Rs. 250 Crore, by means of electronic voting (remote e‐voting) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities & Exchange Board of India.

The Company on November 4, 2020, i.e. today, has e-mailed the Postal Ballot Notice along with Explanatory Statement to those members who have registered their email addresses with the Company/Depositories, as on October 30, 2020 (cut‐off date). A copy of Postal Ballot Notice is also available on the website of the company i.e. www.iiflwealth.com.

In this connection, we also wish to inform that the e-voting in respect of the resolution contained in the Postal Ballot Notice will commence at 10.00 a.m. on Thursday, November 5, 2020 and shall be concluded at 5.00 p.m. on Friday, December 04, 2020. The Postal Ballot results will be submitted within 48 hours from conclusion of the e-voting period, with the Stock Exchanges in accordance with the Listing Regulations.

Kindly take the same on record and acknowledge the receipt.

Yours faithfully For IIFL Wealth Management Limited Digitally signed by AMIT BHANDARI

AMIT BHANDARI DN: c=IN, o=Personal, postalCode=400028, st=Maharashtra, 2.5.4.20=ea2d69168e4b5448a59f40c2df5ddf 1a450e2c68e34adce108118dbab2051486, serialNumber=8a6b93e37485b68420e335b3 a11319c3b3d28f393fd74258ee87618bc5418 d3f, cn=AMIT BHANDARI Date: 2020.11.04 21:00:08 +05'30'

Amit Bhandari Compliance Officer Email id: secretarial@iiflw.com Encl:a/a

IIFL WEALTH MANAGEMENT LIMITED

Corporate & Registered Office: IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 TEL: (91-22) 4876 5600 | FAX: (91-22) 4875 5606

IIFL WEALTH MANAGEMENT LIMITED CIN: U74140MH2008PLC177884

Regd. Office: IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400013 Tel: (+91-22) 4876 5600, Fax: (+91-22) 4646-4706, E-mail: secretarial@iiflw.com, Website: www.iiflwealth.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013, read together with Companies (Management and Administration) Rule, 2014]

Dear Shareholder(s),

Notice is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013, ("the Act"), read together with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), General Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 33/2020 dated September 28, 2020, issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars"), and SEBI Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020 including any statutory modification or re-enactment thereof for the time being in force and pursuant to other applicable laws and regulations that the resolution appended below is proposed to the Members of the Company to be passed as Special Resolution by way of Postal Ballot only through remote e-Voting.

In view of the current extraordinary circumstances due to COVID-19 pandemic and in compliance with the aforementioned MCA/SEBI Circulars, the Company will send Postal Ballot Notice by email to all its Members who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the Members will only take place through the e-Voting system. Members are required to communicate their assent or dissent through the remote e-voting system only.

The Company is desirous of seeking your consent for the proposal as contained in the Resolution given hereinafter. The Explanatory Statement pursuant to Sections 102 and 110 of the Act pertaining to the Special Resolution setting out the material facts concerning the same and the reasons thereof are annexed hereto for your consideration.

You are requested to peruse the proposed resolution along with the Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company not later than 5:00 p.m. IST on Friday, December 4, 2020, failing which it will be strictly considered that no reply has been received from the member. Members desiring to exercise their votes are requested to carefully read the instructions in the Notes under the section "Instructions for voting through e-voting".

The results of voting by means of Postal Ballot through E- voting shall be declared on or before 48 hours from the conclusion of e-voting process and will be displayed along with the Scrutinizer's Report at the Registered Office of the Company, communicated to the Stock Exchanges and would also be uploaded on the Company's website: www.iiflwealth.com and on the website of CDSL.

The proposed resolutions requiring consent of Members through Postal Ballot is as under:

Issue of Non-Convertible Debentures on Private Placement basis

To consider and if thought fit, to pass the following resolution, as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and subject to the provisions of the Articles of Association of the Company and SEBI (Issue and Listing of Debt Securities) Regulations, 2008, and other applicable regulations as may be amended and applicable from time to time, approval of Members of the Company be and is hereby accorded to offer or invite subscriptions for secured/ unsecured redeemable nonconvertible debentures, in one or more series/ tranches, up to Rs. 250 crore (Rupees Two Hundred and Fifty Crore only), on private placement, from such persons and on such terms and conditions as the Board of Directors or any Committee constituted by the Board of Directors may from time to time, determine and consider proper and more beneficial to the Company including, without limitation, as to when the said Debentures are to be issued, the consideration for the issue, mode of payment, coupon rate, redemption period, utilization of the issue proceeds and all matters connected therewith or incidental thereto;

RESOLVED FURTHER THAT the Board of Directors of the Company and/ or its duly constituted committee be and is hereby authorized to do all acts, deeds, things and to take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Date: October 28, 2020 By order of the Board

Place: Mumbai For IIFL Wealth Management Limited

Karan Bhagat Managing Director & CEO DIN: 03247753

Registered Office:

IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra CIN: U74140MH2008PLC177884 E-mail: secretarial@iiflw.com Telephone No: 022-4876 5600

Notes:

• 1. The explanatory statement for the proposed resolution pursuant to Section 102 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out material facts is annexed hereto and forms part of this Notice.
• 1. In view of the ongoing COVID-19 pandemic and the provisions of General Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 33/2020 dated September 28, 2020, issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars"), that, the Company has sent this Postal Ballot Notice only through e-mail to all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories as on Friday, October 30, 2020 (the cut-off date) and who have registered their e-mail address with the Company/Depository Participant (DP).
• 1. Members holding shares in physical form and who have not yet registered their e-mail address are requested to register the same with the Company by sending an e-mail to secretarial@iiflw.com. Members holding shares in electronic form are requested to get their e-mail address registered with their respective DP. Thereafter, the Company would endeavor to send the Postal Ballot Notice to such Members to enable them to cast their vote through e-voting.
• 1. The Postal Ballot Notice is placed on www.iiflwealth.com, www.bseindia.com, www.n[seindia](http://www.nseindia.com/).com and www.evotingindia.com.
• 1. On account of the threat posed by the COVID-19 pandemic and in terms of the MCA Circulars, the Company will send this Postal Ballot Notice in electronic form only. The hard copy of this Notice along with postal ballot forms and pre-paid business envelope will not be sent to the Members for the postal ballot in accordance with the requirements specified under the MCA Circulars. Accordingly, the communication of the assent or dissent of the Members would take place through e-voting only.
• 1. All documents referred to in this Notice and other statutory registers are available for inspection by the Members at the Registered Office of the Company on all working days except Saturdays, Sundays and National Holidays between 10:00 a.m. and 12 noon for a period of 30 days from the date of this Notice.
• 1. The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date i.e. Friday, October 30, 2020**.**
• 1. The information and instructions for shareholders for e-voting are as under:

In compliance with the provisions of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Sections 108 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (as amended), MCA Circulars and the Secretarial Standard on General Meetings, the Company is providing a facility to all its members to enable them to cast their vote on the matters listed in this Notice by electronic means (e-voting). The e-voting facility is provided by Central Depository Services Limited (CDSL).

The steps for e-voting are as under:

The voting period begins on 10.00 a.m. on Thursday, November 5, 2020 and ends on 5.00 p.m. on Friday, December 4, 2020. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, October 30, 2020 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• i. The shareholders should log on to the e-voting website www.evo[tingindia.co](http://www.evotingindia.com/)m.
• ii. Click on "Shareholders" module.
• iii. Now Enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8-Digit Client ID,
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• iv. Next, enter the Image Verification as displayed and Click on Login.
• v. If you are holding shares in demat form and had logged on to www.[evotingindia](http://www.evotingindia.com/).com and voted on an earlier voting of any company, then your existing password is to be used.

vi. If you are a first-time user, please follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10-digitalpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)
	•Members who have not updated their PAN with the Company/Depository
	Participant are requested to use the sequence number sent by Company/RTA
	or contact Company/RTA.
Dividend	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Bank Details	recorded in your demat account or in the company records in order to login.
OR	•If both the details are not recorded with the depository or company, please
Date of Birth	enter the member id / folio number in the Dividend Bank details field as
(DOB)	mentioned in instruction (iii).

After entering these details appropriately, click on "SUBMIT" tab.

vii. Shareholders holding shares in physical form will then directly reach the Company selection screen.

However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is also to be used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• viii. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• ix. Click on the Electronic Voting Sequence Number (EVSN-201102007) of IIFL Wealth Management Limited on which you choose to vote.
• x. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• xi. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• xii. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• xiii. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• xiv. You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• xv. If a demat account holder has forgotten the changed login password then Enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.
• xvi. Shareholders can also cast their vote using CDSL's mobile app m-Voting. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

xvii. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

xviii. Note for Non-Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evo[tingindia.c](http://www.evotingindia.com/)om and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com

After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• xix. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.
• 1. Person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e. Friday, October 30, 2020, only shall be entitled to avail the facility of e-voting.
• 1. The Board of Directors of the Company has appointed CS Nilesh Shah or failing him CS Hetal Shah of M/s. Nilesh Shah & Associates, a Practicing Company Secretaries firm, Mumbai as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
• 1. The Scrutinizer will submit his report of the votes cast to the Chairperson or any Director authorized by the Board or the Company Secretary.
• 1. Some of the important details regarding the e-voting facility are provided below:

Cut-off date for determining the Membersentitled to vote through e-voting	Friday, October 30, 2020
Commencement of e-voting period	Thursday, November 05, 2020 at 10:00 a.m.
End of e-voting period	Friday, December 04, 2020 at 5:00 p.m.

The e-voting module will be disabled by CDSL after 5:00 p.m. on Friday, December 4, 2020.

• 1. Institutional/Corporate Shareholders (i.e. other than HUF, NRI etc.) intending to vote on the postal ballot through their authorized representatives are requested to send a scanned copy of certified true copy of the Board Resolution to the Company authorizing their representative to vote on their behalf at the Meeting electronically to our RTA at rnt.helpdesk@linkintime.co.in and to the company at secretarial@iiflw.com.
• 1. Resolutions, if passed by the Members through postal ballot are deemed to have been duly passed on the last date specified for the e-voting i.e. December 4, 2020 in terms of Secretarial Standard – 2 on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India.

1. The result, along with the Scrutinizer's Report, will be announced within 48 hours from the conclusion of e- voting and placed on the website of the Company and CDSL and shall be communicated to BSE Limited and National Stock Exchange of India Limited.

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 to the accompanying Notice dated October 28, 2020.

Item No. 1

As per Section 42 of the Act, read with the rules framed there under, a company offering or making an invitation to subscribe to Non-Convertible Debentures (NCDs) on a private placement basis is required to obtain the prior approval of the Members by way of a Special Resolution. Such an approval can be obtained once a year for all the offers and invitations made for such NCDs during the year.

In order to augment long-term resources for financing, inter alia, the ongoing expenditure and for general Corporate purposes, the Board may, at an appropriate time, offer or invite subscription for secured/ unsecured redeemable non-convertible debentures, in one or more series/ tranches on private placement, issuable/ redeemable at par.

The approval of the Members is being sought by way of a Special Resolution under Sections 42 and 71 of the Act read with the Rules made thereunder, to enable the Company to offer or invite subscriptions of NCDs on a private placement basis, in one or more tranches, during the period of one year from the date of passing of the Resolution at Item No. 1, within the overall borrowing limits of the Company, as approved by the Members from time to time.

None of the Directors/ Key Managerial Personnel of the Company/ their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice.

The Board recommends the Special Resolution set out at Item No. 1 of the Notice for approval by the Members.

Date: October 28, 2020 Place: Mumbai

By order of the Board For IIFL Wealth Management Limited

Karan Bhagat Managing Director & CEO DIN: 03247753

Registered Office:

IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra CIN: U74140MH2008PLC177884 E-mail: secretarial@iiflw.com Telephone No: 022-4876 5600