360 ONE WAM LIMITED — Proxy Solicitation & Information Statement 2023

Feb 8, 2023

February 8, 2023

The Manager, Listing Department, BSE Limited, Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai 400 001. BSE Scrip Code: 542772

The Manager, Listing Department, National Stock Exchange of India Ltd., Exchange Plaza, 5 Floor, Plot C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai 400 051. NSE Symbol: 360ONE

Dear Sir / Madam,

Subject: Notice of the 4th Extraordinary General Meeting of the Company for the financial year 2022-23 ("EGM") - Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

We would like to inform you that the EGM of the Company will be held on Thursday, March 2, 2023, at 12:30 p.m. (IST) through Video Conferencing or Other Audio Visual Means and the deemed venue of the EGM shall be the registered office of the Company at IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai, Maharashtra, 400013.

In compliance with applicable provisions of the Companies Act, 2013 ("Act") and Listing Regulations, read with General Circular No. 11/2022 dated December 28, 2022 and all other applicable circulars issued by Ministry of Corporate Affairs("MCA") in this regard and SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and all other applicable circulars issued by the Securities and Exchange Board of India ("SEBI") in this regard (collectively referred as "MCA and SEBI Circulars"), the EGM will be held without the physical presence of the shareholders at a common venue.

In terms of the provisions of Regulation 30 of the Listing Regulations, the Notice of the EGM is enclosed herewith as Annexure I.

Further, in accordance with the aforesaid MCA and SEBI Circulars, the Notice of the EGM is being sent by electronic mode to those shareholders whose email addresses are registered with the Company / Depository Participants. The Notice of the EGM is dispatched to the shareholders today i.e. February 8, 2023.

The agenda item proposed to be taken up at the EGM as recommended by the Board of Directors is as mentioned below:

360 ONE WAM LIMITED (Formerly known as IIFL Wealth Management Limited)

Corporate & Registered Office: IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013

Tel (91-22) 4876 5600 Fax (91-22) 4646 4706 Email secretarial@iiflw.com www.360.one CIN: L74140MH2008PLC177884

S. N.	Proposed Itemto be transacted	Resolutionto bepassed	Manner of approval
1.	To consider and approve the change ofname of IIFL Asset Management Limited,IIFL Trustee Limited and IIFL Mutual Fund	OrdinaryResolution	Voting throughelectronic means

Please take the same on your records.

Thanking you, Yours truly, For 360 ONE WAM LIMITED (Formerly known as IIFL Wealth Management Limited) Rohit Bhase Company Secretary (ACS: 21409) Encl: a/a Rohit Shriniwa s Bhase Digitally signed by Rohit Shriniwas Bhase Date: 2023.02.08 15:21:34 +05'30'

360 ONE WAM LIMITED (Formerly known as IIFL Wealth Management Limited)

Corporate & Registered Office: IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013

Tel (91-22) 4876 5600 Fax (91-22) 4646 4706 Email secretarial@iiflw.com www.360.one CIN: L74140MH2008PLC177884

360 ONE WAM LIMITED (Formerly known as IIFL Wealth Management Limited) CIN: L74140MH2008PLC177884 Regd. Office: IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 Tel: (+91-22) 4876 5600, Fax: (+91-22) 4646 4706, E-mail:secretarial@iiflw.com, Website: www.360.one

NOTICE OF THE 4TH EXTRAORDINARY GENERAL MEETING FOR THE FINANCIAL YEAR 2022-23

NOTICE is hereby given that the 4th Extraordinary General Meeting for the financial year 2022-23 ("EGM") of the Members of 360 ONE WAM LIMITED ("Company" and formerly known as IIFL Wealth Management Limited) will be heldon Thursday, March 2, 2023, at 12:30 p.m. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following businesses:

SPECIAL BUSINESS:

1. To consider and approve the change of name of IIFL Asset Management Limited, IIFL Trustee Limited and IIFL Mutual Fund:

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to (a) the no-objection of Securities and Exchange Board of India ("SEBI") vide its letter dated February 1, 2023, bearing reference no. SEBI/HO/IMD/IMD-RAC-1/P/OW/2023/4163/1 ("SEBI NOC"), (b) applicable provisions, if any, of SEBI (Mutual Fund) Regulations, 1996, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and (c) all other acts, rules, regulations, circulars, notifications and guidelines as may be applicable to the Company in this regard and subject to the approval from the unitholders of the Trust and statutory authority(ies) as may be applicable and compliance with other condition(s) specified in the said SEBI NOC, the approval of the members be and is hereby accorded to:

• a) change the name of 'IIFL Asset Management Limited', a wholly owned subsidiary of the Company to '360 ONE Asset Management Limited';
• b) change the name of 'IIFL Trustee Limited', a wholly owned subsidiary of the Company to '360 ONE Asset Trustee Limited'; and
• c) change the name of 'IIFL Mutual Fund', the mutual fund of which the Company is a sponsor to '360 ONE Mutual Fund'.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things as it may at its absolute discretion deem necessary to give effect to this resolution without being required to seek any further consent or approval of the members and to execute all such deeds, documents, instruments and writings as may be required and to make all such filings as may be necessary, with powers on behalf of the Company to delegate and to settle all such questions, difficulties or doubts whatsoever which may arise and to give such directions and/or instructions as may be necessary or expedient in this regard."

Registered Office:

IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013 Tel: (+91-22) 4876 5600, Fax: (+91-22) 4646 4706 E-mail: secretarial@iiflw.com Website: www.360.one Date: February 8, 2023 Place: Mumbai

By order of the Board of Directors For 360 ONE WAM LIMITED (Formerly known as IIFL Wealth Management Limited)

Rohit Bhase Company Secretary ACS – 21409

IMPORTANT NOTES:

1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") vide its General Circular No. 11/2022 dated December 28, 2022 and all the other applicable circulars issued in this regard ("MCA Circulars"), has allowed companies to conduct extraordinary general meetings through Video Conference ("VC") / Other Audio-Visual Means ("OAVM"), without the physical presence of Members at a common venue. Further, Securities and Exchange Board of India ("SEBI") vide its Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and all the other applicable circulars issued in this regard ("SEBI Circulars" and collectively with MCA Circulars "MCA and SEBI Circulars"), has provided certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations, 2015") due to COVID-19 pandemic. Accordingly, the EGM of the Company is being convened through VC / OAVM in compliance with the applicable provisions of the Companies Act, 2013 read with rules framed thereunder ("Companies Act, 2013") and applicable provisions of the Listing Regulations, 2015 and MCA and SEBI Circulars.

Members of the Company are encouraged to attend and vote at the EGM through VC / OAVM. Members are requested to refer "Annexure A" containing key details regarding the EGM for ease of reference.

• 2. A statement pursuant to Section 102 of the Companies Act, 2013 ("Explanatory Statement") read with Listing Regulations, 2015, setting out material facts relating to the special business(es) to be transacted at the EGM, under Agenda Item No. 1 is annexed hereto and forms part of this Notice.
• 3. The business(es) set out in the Notice will be transacted through electronic voting system and the Company is providing facility of voting by electronic means ("e-voting"). For this purpose, necessary arrangements have been made by the Company with Central Depository Services (India) Limited ("CDSL") to facilitate electronic voting from a place other than the venue of the EGM viz. remote e-voting and e-voting during EGM in compliance with Section 108 of the Companies Act, 2013, read with Regulation 44 of Listing Regulations, 2015 and in terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020. In terms of provisions of Section 107 of the Companies Act, 2013, the resolution(s) as set out in the Notice is being proposed to be carried through e-voting and therefore the said resolution(s) will not be decided on a show of hands at the EGM. In terms of the applicable MCA and SEBI Circulars, the Board recommends the resolution(s) at Agenda Item No. 1 for approval of the Members.
• 4. Pursuant to Section 113 of the Companies Act, 2013, the corporate members may appoint representatives for the purpose of voting through remote e-voting or for participation and e-voting in the EGM. Corporate members intending to attend the EGM through their representatives are requested to send a certified true copy of the board resolution and power of attorney (PDF/JPG format) if any, authorizing their representative to attend and vote on their behalf. The said resolution / authorization shall be sent to the Scrutinizer by e-mail through its registered e-mail ID address to nilesh@ngshah.com with a copy marked to rnt.helpdesk@linkintime.co.in and secretarial@iiflw.com.
• 5. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EGM IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PURSUANT TO THE AFORESAID MCA AND SEBI CIRCULARS AND OTHER APPLICABLE LAWS, SINCE THE EGM WILL BE HELD THROUGH VC / OAVM AND THE PHYSICAL ATTENDANCE OF MEMBERS IN ANY CASE IS DISPENSED WITH, THE PROXY FORM, ROUTE MAP AND ATTENDANCE SLIP ARE NOT ATTACHED TO THIS NOTICE AND THE EGM WILL BE DEEMED, TO BE CONDUCTED AT THE REGISTERED OFFICE OF THE COMPANY.

6. In compliance with the aforesaid MCA Circulars, Notice of the EGM is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories. Members may note that the Notice will also be available on website of the Company at www.360.one, website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively and on the website of CDSL at www.evotingindia.com. The physical copies of the Notice shall be sent to those members who request for the same.

Notice is sent to those Members who hold shares as on the cut-off date i.e. Friday, February 3, 2023. In case a person has become a Member of the Company after the aforementioned cut-off date but on or before the cut-off date for e-voting, he / she may cast vote using remote e-voting or e-voting during the EGM in accordance with the 'Instructions for remote e-voting, joining EGM through VC / OAVM and e-voting during the EGM' section which forms part of this Notice and may contact the Company at secretarial@iiflw.com in case of any queries.

We encourage the Members to support our commitment to environmental protection by choosing to receive the Company communication through e-mail. Accordingly, the Members are requested to register/ update their e-mail ids in the following manner:

• a) Members holding shares in dematerialized form, who have not registered / updated their e-mail addresses are requested to register / update their e-mail addresses with their respective Depository Participants ("DPs"); and
• b) Members holding shares in physical form are requested to register / update their e-mail addresses with Link Intime India Private Limited, Registrar and Share Transfer Agent of the Company ("RTA") by writing an e-mail at rnt.helpdesk@linkintime.co.in.
• 7. Only the Members attending the EGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 8. Relevant document(s) referred to in this Notice and Explanatory Statement shall be available for inspection without any fee by the Members of the Company, on all working days between 2:00 p.m. (IST) to 5:00 p.m. (IST) at the registered office of the Company, from the date of circulation of the Notice upto the date of the EGM. The said document(s) would also be available for inspection through electronic mode on all working days. Members seeking to inspect the same can send an e-mail to the Company at secretarial@iiflw.com.
• 9. Members are requested to intimate changes, if any, in their name, postal address, e-mail address, telephone / mobile numbers, bank account details, Permanent Account Number ("PAN"), nominations, power of attorney, to their DPs in case the shares are held by them in dematerialized form and to Link Intime India Private Limited, Registrar and Share Transfer Agent of the Company, in case the shares are held by them in physical form.

SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, read with SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021, has made it mandatory for holders of physical securities to furnish PAN, KYC and nomination details to avail any investor service. Folios wherein any one of the above mentioned details are not registered by April 1, 2023, shall be frozen. The concerned shareholders are therefore urged to furnish PAN, KYC and nomination details by submitting the duly filled forms, as available on the website of the Company and Registrar and Share Transfer Agent, by e-mail from their registered e-mail id to kyc@linkintime.co.in or by sending a physical copy of the prescribed forms duly filled and signed by the registered holders to Link Intime India Private Limited at C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083 or by uploading the documents on www.linkintime.co.in.

The Company has disclosed the statement(s) containing the names, last known addresses of those Members whose dividend is unclaimed / unpaid, on the Company's website at www.360.one. Members wishing to claim such unclaimed / unpaid dividends are requested to contact Link Intime India Private Limited at rnt.helpdesk@linkintime.co.in or the Company at secretarial@iiflw.com.

• 10. Regulation 40 of Listing Regulations, 2015, mandates that transfer, transmission and transposition of securities of listed companies held in physical form shall be effected only in demat mode. Further, SEBI, vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, has clarified that listed companies, with immediate effect, shall issue the securities only in demat mode while processing investor service requests pertaining to issuance of duplicate shares, exchange of shares, endorsement, sub-division / consolidation of share certificates, etc. In view of this, Members holding shares in physical form are requested to submit duly filled Form ISR-4 for the above mentioned service requests and are also requested to consider converting their holdings to demat mode. Members can contact the Company or Registrar and Share Transfer Agent, for assistance in this regard.
• 11. Members are requested to address all correspondence, including for transfer / transmission of shares, dividend related matters to Link Intime India Private Limited, Registrar and Share Transfer Agent of the Company by writing an e-mail at rnt.helpdesk@linkintime.co.in. Further, the Company too has designated an exclusive e-mail id i.e. secretarial@iiflw.com to redress the Members' queries, complaints or grievances.
• 12. As the EGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the EGM, Members are encouraged to express their views / send their queries in advance mentioning their name, demat account number / folio number, e-mail id, mobile number at secretarial@iiflw.com on or before 3:00 p.m. (IST) of Tuesday, February 28, 2023. The same will be replied by the Company suitably. If any Members wish to express their views or ask questions at the EGM, they may register themselves as a speaker by sending the request along with their queries in advance mentioning their name, demat account number / folio number, e-mail id and mobile number at secretarial@iiflw.com. Only those speaker registration requests received till 3:00 p.m. (IST) on Tuesday, February 28, 2023, will be considered and responded to during the EGM. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the EGM. Those Members who have registered themselves as a speaker will only be allowed to express their views / ask questions during the EGM.

13. Voting Instructions

The Company has engaged the services of CDSL to provide e-voting facility. The voting rights of a Member shall be reckoned on the paid-up value of shares registered in the name of the Member / beneficial owner (in case of shareholding in dematerialised form) as on the cut-off date, i.e. Thursday, February 23, 2023. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only. A 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. Thursday, February 23, 2023, only shall be entitled to avail the facility of e-voting / e-voting during the EGM. The Members are requested to note that once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently or cast the vote again. The Members who have cast their vote(s) by remote e-voting prior to the Meeting may also attend / participate in the Meeting through VC / OAVM but shall not be entitled to cast their vote again. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM. The manner of remote e-voting and e-voting during EGM by members is provided in the 'Instructions for remote e-voting, joining EGM through VC / OAVM and e-voting during the EGM' section which forms part of this Notice.

The remote e-voting facility will be available during the following period: Commencement of e-voting: From 9:00 a.m. (IST) on Sunday, February 26, 2023 End of e-voting: Up to 5:00 p.m. (IST) on Wednesday, March 1, 2023

The remote e-voting will not be allowed before or beyond the aforesaid date and time and the remote e-voting module shall be disabled by CDSL upon expiry of the aforesaid period.

14. Voting Results

• I. The Company has appointed Mr. Nilesh Shah or failing him Ms. Hetal Shah or failing her Mr. Mahesh Darji, from Nilesh Shah & Associates, Company Secretaries, as scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
• II. The Scrutinizer, after scrutinizing the votes cast through remote e-voting and e-voting during EGM, will, in accordance with the applicable laws, prepare a consolidated scrutinizer's report. The results of the voting along with the consolidated scrutinizer's report shall be available on the website of the Company viz. www.360.one and website of CDSL viz. www.cdslindia.com. The same shall simultaneously be communicated to the stock exchanges where the securities of the Company are listed viz. BSE Limited and National Stock Exchange of India Limited.
• III. Subject to receipt of requisite number of votes, the resolution(s) forming part of this Notice ("Resolution(s)") shall be deemed to be passed on the date of the EGM, i.e. Thursday, March 2, 2023.

15. Instructions for remote e-voting, joining EGM through VC / OAVM and e-voting during the EGM

a) Access through Depositories i.e. CDSL / NSDL e-Voting system in case of individual shareholders holding shares in demat mode:

In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on e-voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and DPs. Shareholders are advised to update their mobile number and e-mail id in their demat accounts in order to access e-voting facility. Pursuant to aforesaid SEBI Circular, Login method for e-voting and joining EGM through VC / OAVM for individual shareholders holding securities in demat mode is given below:

Type of	Login Method
shareholders
Individualshareholdersholdingsecurities indemat modewith CDSL	1)Users who have opted for CDSL Easi / Easiest facility, can login through their existinguser id and password. Optionwill be made available to reach e-voting page withoutany further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasinew/home/loginor visit www.cdslindia.comandclick on Login icon and select New System Myeasi.2)After successful login, the Easi/ Easiest user will be able to see the e-voting optionfor eligible companies where the e-voting is in progress as per the informationprovided by companies. On clicking the e-voting option, the user will be able to seee-voting page of the e-voting service provider for casting their vote during the remotee-voting period or joining EGMthrough VC / OAVM & e-voting during the EGM.Additionally, there is link provided to access the system of all e-voting service
	providers i.e. CDSL / NSDL / KARVY / LINKINTIME, so that the user can visit the evoting service providers' ("ESPs") website directly.

IndividualShareholders	3)If the user is not registered for Easi / Easiest, option to register is available athttps://web.cdslindia.com/myeasinew/Registration/EasiRegistration.4)Alternatively, the user can directly access e-voting page by providing demat accountnumber and PAN from an e-voting link available on www.cdslindia.comhome pageor click on https://evoting.cdslindia.com/Evoting/EvotingLogin. The system willauthenticate the user by sending OTP on registered mobile & e-mail as recorded inthe demat account. After successful authentication, user will be able to see the evoting option where the e-voting is in progress and also able to directly access thesystem of all ESPs.1)If you are already registered for NSDL IDeAS facility, please visit the e-Services websiteof NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com
holdingsecurities in	either on a personal computer or on a mobile. Once the home page of e-Services islaunched, click on the "Beneficial Owner" icon under "Login" which is available under
demat mode	'IDeAS' section. A new screen will open. The user will have to enter its User ID and
with National	Password. After successful authentication, user will be able to see e-voting services.
Securities	After clicking on "Access to e-Voting" under e-voting services, user will be able to see
Depository	e-voting page. Click on company name or ESPs name and user will be re-directed to
Limited	ESPs website for casting its vote during the remote e-voting period or joining EGM
("NSDL")	through VC/OAVM & e-voting during the EGM.
	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 athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
	3)Alternatively, the user can visit the e-voting website of NSDL. Open web browser by
	typing the following URL: https://www.evoting.nsdl.com/either on a personalcomputer or on a mobile. Once the home page of e-voting system is launched, clickon the icon "Login" which is available under 'Shareholder/Member' section. A newscreen will open. The user will have to enter its User ID (i.e. your sixteen digit demataccount number held with NSDL), Password/OTP and a Verification Code as shown
	on the screen. After successful authentication, the user will be redirected to NSDL
	Depository site wherein user can see e-voting page. Click on company name or ESPs
	name and the user will be redirected to ESPs website for casting the vote during the
	remote e-voting period or joining EGMthrough VC/OAVM & e-voting during the
Individual	EGM.The user can also login using the login credentials of its demat account through its DPs
Shareholders	registered with NSDL/ CDSL for e-voting facility. After successful login, user will be able
(holding	to see e-voting option. Once the user clicks on e-voting option, they will be redirected to
securitiesin	respective websites of NSDL or CDSL, as the case may be, upon successful authentication,
demat mode)	wherein the user can see e-voting feature. Click on company name or ESPs name and the
login through	user will be redirected to ESPs website for casting their vote during the remote e-voting
their DPs	period or joining EGM through VC / OAVM & e-voting during the EGM.

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 websites.

Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in demat	Members facing any technical issue in login can
mode with CDSL	contact CDSL helpdesk by sending a request at
	helpdesk.evoting@cdslindia.comor contact at toll
	free no. 1800 22 55 33.
Individual Shareholders holding securities in demat	Members facing any technical issue in login can
mode with NSDL	contact NSDL helpdesk by sending a request at
	evoting@nsdl.co.in or call at toll free no.: 1800 1020
	990 and 1800 22 44 30.

b) Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode:

• (i) Login method for e-voting and joining EGM through VC / OAVM for shareholders holding shares in physical mode and shareholders other than individual holding in demat form
  • 1. The shareholder should log on to the e-voting website i.e. www.evotingindia.com.
  • 1. Click on "Shareholders" module.
  • 1. Now enter the User ID
    • a. For CDSL: 16 digits beneficiary ID,
    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
    • c. Shareholders holding shares in physical mode should enter folio number registered with the Company.
  • 1. Next enter the Image Verification as displayed and Click on Login.
  • 1. If shareholder is holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then the existing password is to be used.
  • 1. If you are a first-time user follow the steps given below:

For shareholders holding shares in physical mode and other than individual shareholdersholding shares in demat
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as shareholders holding sharesin physical mode)•Shareholders who have not updated their PAN with the Company / DPsare requested to use the sequence number sent by Company / RTA orcontact Company/RTA.
Dividend	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Bank	recorded in your demat account or in the Company records in order to login.
Details	•If both the details are not recorded with the depository or company,
OR Date of	please enter the member id / folio number in the Dividend Bank Details
Birth (DOB)	field.

• (ii) After entering these details appropriately, click on "SUBMIT" tab.
• (iii) Shareholders holding shares in physical mode 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 to be also 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.

• (iv) For shareholders holding shares in physical mode, the details can be used only for e-voting on the resolutions contained in this Notice.
• (v) Click on the EVSN for the relevant on which the user chooses to vote.
• (vi) On the voting page, user 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 user assent to the resolution and option NO implies that user dissent to the resolution.
• (vii) Click on the "RESOLUTIONS FILE LINK" if user wishes to view the entire resolution details.
• (viii) After selecting the resolution, user has decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If user wishes to confirm the vote, click on "OK", else to change the vote, click on "CANCEL" and accordingly modify the vote.
• (ix) Once user "CONFIRM" the vote on the resolution, user will not be allowed to modify the vote.
• (x) User can also take a print of the votes cast by clicking on "Click here to print" option on the voting page.
• (xi) If a demat account holder has forgotten the login password then enter the User ID and the image verification code and click on 'Forgot Password' & enter the details as prompted by the system.

There is also an optional provision to upload BR / POA if any uploaded, which will be made available to scrutinizer for verification.

c) Additional Facility for Non – Individual Shareholders and Custodians – For Remote E-Voting Only

• i. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• ii. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• iii. 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.
• iv. The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
• v. It is mandatory that, 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.
• vi. Alternatively, Non Individual shareholders are required to send the relevant Board Resolution / Authority Letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the e-mail address secretarial@iiflw.com, if they have voted from individual tab & not uploaded same in CDSL e-voting system for the scrutinizer to verify the same.

d) Instructions for remote e-voting, joining EGM through VC / OAVM and e-voting during the EGM for those Members whose e-mail IDs are not registered with the Depositories / Company

Members are requested to refer to the login method explained at 'Instructions for remote e-voting, joining EGM through VC / OAVM and e-voting during the EGM' section which forms part of this Notice and may contact the Company at secretarial@iiflw.com in case of any queries.

e) Additional Instructions for Members for joining the EGM through VC / OAVM and e-voting during the EGM

• i. The procedure for e-voting at the EGM is same as the instructions mentioned above for remote evoting.
• ii. Only those Members, attending the EGM through VC / OAVM facility and have not cast their vote on the Resolution(s) through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the EGM.
• iii. If any votes are cast by the Members through the e-voting available during the EGM and if the same Members have not participated in the EGM through VC / OAVM facility, then the votes cast by such Members shall be considered invalid as the facility of e-voting during the Meeting is available only to the Members attending the Meeting.

f) Instructions for Members attending the EGM through VC / OAVM

• 1. The link for VC / OAVM to attend EGM will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
• 1. The facility for joining the meeting shall open 15 minutes before and remain open 15 minutes after the scheduled time of the commencement of the EGM. The Members can join the EGM through VC / OAVM mode by following the procedure mentioned in this Notice. The facility of participation at the EGM through VC / OAVM will be made available to atleast 1000 Members on first come first served basis. However, the large shareholders (shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, Scrutinizer are allowed to attend the meeting without restriction on account of first come first served basis.
• 1. Members are encouraged to join the Meeting through Laptops / iPads for better experience.
• 1. Further, Members will be required to allow camera and use internet with a good speed to avoid any disturbance during the EGM.
• 1. Please note that participants connecting from mobile devices or tablets or through laptop connecting via mobile hotspot may experience audio / video loss due to fluctuation in their respective network.
• 1. It is therefore recommended to use stable wi-fi or LAN connection to mitigate any kind of glitches.
• 1. Members who need technical assistance before or during the EGM can send an e-mail to helpdesk.evoting@cdslindia.com or contact on toll free number on 1800 22 55 33.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, SETTING OUT MATERIAL FACTS IN RESPECT OF SPECIAL BUSINESS(ES) TO BE TRANSACTED AT THE 4TH EXTRAORDINARY GENERAL MEETING FOR THE FINANCIAL YEAR 2022-23 ("EXPLANATORY STATEMENT")

The following statement sets out all the material facts relating to Item No. 1 mentioned in the accompanying Notice.

The members are requested to note that subsequent to the de-merger of IIFL Wealth Group from erstwhile IIFL Holdings Group in 2019, the idea had originated to have a new brand for IIFL Wealth Group which shall have core underlying values and purpose with a different identity, which would truly reflect nature of business of IIFL Wealth Group. Accordingly, the Board of Directors of the Company (Sponsor of the IIFL Mutual Fund and holding company of IIFL Asset Management Limited ("IIFL AMC") and IIFL Trustee Limited ("IIFL TC")) at its meeting held on November 15, 2022, considered and approved the adoption of new brand name as "360 ONE" for the entire IIFL Wealth Group entities.

Consequent to adoption of new brand name, the Board of Directors of the Company approved the change of name of IIFL Wealth Management Limited to 360 ONE WAM LIMITED, subject to applicable regulatory and shareholders' approval. Necessary approvals have been received and name of the Company has changed from IIFL Wealth Management Limited to 360 ONE WAM LIMITED.

The board of directors of IIFL AMC and IIFL TC at its respective meeting, approved the adoption of new brand name viz. "360 ONE" (including wordmark(s) and logo(s) and its sub-brands (such as "360 ONE Asset") and approved the proposed name change of IIFL AMC, IIFL TC and IIFL Mutual Fund ("Trust"), subject to applicable regulatory and shareholders approvals.

Pursuant to the above and as per the no-objection letter of Securities and Exchange Board of India ("SEBI") vide its letter dated February 1, 2023, bearing reference no. SEBI/HO/IMD/IMD-RAC-1/P/OW/2023/4163/1 ("SEBI NOC") received by IIFL AMC, the names of IIFL AMC, IIFL TC and Trust are proposed to be changed as follows:

S. N.	Existing Name	Proposed Name
1.	IIFL Asset Management Limited	360 ONE Asset Management Limited
2.	IIFL Trustee Limited	360 ONE Asset Trustee Limited
3.	IIFL Mutual Fund	360 ONE Mutual Fund

Pursuant to the SEBI NOC, the approval of the members of the Company which is the Sponsor of the Trust is required for the proposed change of name of IIFL AMC, IIFL TC and the Trust, which shall also be subject to the approval from the unitholders of the Trust and statutory authority(ies) as applicable and compliance with other condition(s). Accordingly, the Board of Directors vide its resolution dated February 6, 2023, has considered the change of name of IIFL AMC, IIFL TC and Trust and has approved the same subject to the approval of the members of the Company as set out at Item No. 1 of the Notice and approval from the unitholders of the Trust and statutory authority(ies) as applicable and compliance with other condition(s). The Board recommends the ordinary resolution set out at Item No. 1 of the Notice for approval of the members.

None of the Directors or Key Managerial Personnel and their respective relatives are, in any way, concerned or interested, financially or otherwise, in the passing of the resolution set out at Item No. 1 of the Notice, except to the extent of their shareholding, if any, in the Company and unitholding in the Trust, if any, in the Trust.

Registered Office:

IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 Tel: (+91-22) 4876 5600, Fax: (+91-22) 4646 4706 E-mail: secretarial@iiflw.com Website: www.360.one Date: February 8, 2023 Place: Mumbai

By order of the Board of Directors For 360 ONE WAM LIMITED (Formerly known as IIFL Wealth Management Limited)

Rohit Bhase Company Secretary ACS – 21409

ANNEXURE A TO THE NOTICE

For ease of participation by the Members, below are the key details regarding the EGM scheduled on Thursday, March 2, 2023, at 12:30 p.m. (IST) for reference:

S. N.	Particulars	Details
1	Link for participation throughVC/OAVM	www.evotingindia.com
2	E-mailID for posting queries ofEGM and speaker registration and	secretarial@iiflw.com
	period of registration	Period of speaker registration: On or before 3:00 p.m. (IST) on Tuesday,February 28, 2023
3	Link for remote e-voting	www.evotingindia.com
4	Username and password for VC	Members may attend the EGMthrough VC/OAVMby accessing the linkwww.evotingindia.comby using the remote e-voting credentials. Pleaserefer the instructions provided in thisNotice.
5	Helpline number for VCparticipation and e-voting	In case of queries / grievances relating to VC participation and e-voting,Members may refer to the Frequently Asked Questions (FAQs) and evoting manual for members at the HELP Section at the website of CDSLi.e.www.evotingindia.comorwriteane-mailtohelpdesk.evoting@cdslindia.com or call on toll free no: 1800 22 5533 orcontact Mr. Rakesh Dalvi, Sr. Manager, CDSL at A Wing, 25th Floor,Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, LowerParel (East), Mumbai – 400 013 or may e-mail to the Company atsecretarial@iiflw.com.
6	Cut-off date for dispatch of theNotice	Friday, February 3, 2023
7	Cut-off date for e-voting	Thursday, February 23, 2023
8	Time period for remote e-voting	Commences on Sunday, February 26, 2023(9:00 a.m. IST)andends onWednesday, March 1, 2023(5:00 p.m. IST)
9	Registrar and Transfer Agent –Contact details	Link Intime India Private LimitedC 101, 247 Park, L. B. S. Marg, Vikhroli West, Mumbai – 400 083E-mail: rnt.helpdesk@linkintime.co.in
10	360 ONE WAM LIMITED –Contact details	Mr. Rohit BhaseCompany SecretaryIIFLCentre, Kamala City, Senapati Bapat Marg, Lower Parel (West),Mumbai – 400013Tel: (+91-22) 48765600, Fax: (+91-22) 46464706E-mail: secretarial@iiflw.com