360 ONE WAM LIMITED — Proxy Solicitation & Information Statement 2025

Apr 4, 2025

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April 4, 2025

The Manager, The Manager, Listing Department, Listing Department, BSE Limited, 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: 360ONE

Dear Sir / Madam,

Subject: Notice of the 1[st] Postal Ballot Notice of the Company for the financial year 2025-26 (“Postal Ballot Notice”) - Intimation under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations, 2015”)

This is further to our intimation dated March 29, 2025, in respect of receipt of ‘no objection’ from National Stock Exchange of India Limited and BSE Limited on March 28, 2025, for reclassification of certain members of the promoter group of the Company from ‘Promoter & Promoter Group’ category to ‘Public’ category.

We would like to inform you that in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations, 2015, read with General Circular No. 9/2024 dated September 19, 2024 and all other applicable circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India ( “SEBI” ) in this regard, the Postal Ballot Notice dated Thursday, April 3, 2025, is dispatched today i.e. Friday, April 4, 2025, only by electronic mode to those members whose name is recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Friday, March 28, 2025 and whose email addresses are registered with the Company / Depository Participants, for seeking approval of the members of the Company for the following matter:

of the	Company for the following matter:
S.N.	Proposed item to be transacted	Resolution to be passed	Manner of approval
1.	To approve request received from Part of Promoter Group Entities for reclassification from ‘Promoter & Promoter Group’ category to ‘Public’ category	Ordinary resolution (the Part of Promoter Group Entities seeking reclassification and the persons related to them shall not vote to approve the reclassification)	Remote e-voting

360 ONE WAM LIMITED

Corporate & Registered Office: 360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013 Tel (91-22) 4876 5600 Fax (91-22) 4341 1895 Email secretarial@360.one www.360.one

CIN: L74140MH2008PLC177884

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In terms of the provisions of Regulation 30 of the Listing Regulations, 2015, the Postal Ballot Notice is enclosed herewith as Annexure I and the same shall be available on the website of the Company i.e. www.360.one and on the website of Central Depository Services (India) Limited at www.evotingindia.com.

Please take the same on your records.

Yours truly, For 360 ONE WAM LIMITED

ROHIT Digitally signed by ROHIT SHRINIWAS SHRINIWA BHASE Date: 2025.04.04 S BHASE 13:16:24 +05'30' Rohit Bhase Company Secretary (ACS: 21409) Encl.: As above

360 ONE WAM LIMITED

Corporate & Registered Office: 360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013 Tel (91-22) 4876 5600 Fax (91-22) 4341 1895 Email secretarial@360.one www.360.one

CIN: L74140MH2008PLC177884

Annexure I

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360 ONE WAM LIMITED CIN: L74140MH2008PLC177884 Regd. Office: 360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 Tel: (+91-22) 4876 5600, Fax: (+91-22) 4341 1895, E-mail: secretarial@360.one, Website: www.360.one

POSTAL BALLOT NOTICE

The notice (“Notice”) is hereby given that pursuant to the provisions of Section 110 read with Section 108 of the Companies Act, 2013 (“Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and all other applicable provisions of the Act and rules framed thereunder, read with General Circular 09/2024 dated September 19, 2024 and other relevant and applicable circulars issued by the Ministry of Corporate Affairs (“MCA Circulars”) , Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations, 2015”) , Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, and any other applicable laws, rules and regulations including any statutory modification(s), clarification(s), substitution(s) or reenactment(s) thereof for the time being in force, the following special business is proposed to be passed as an Ordinary Resolution by the Members of 360 ONE WAM LIMITED (“Company”) by means of Postal Ballot only by remote e-voting process (“remote e-voting” or “e-voting”). Members are requested to refer to “Annexure A” containing key details regarding the Postal Ballot for ease of reference.

A statement pursuant to Section 102 of the Act ("Explanatory Statement") read with Listing Regulations, 2015, and other applicable laws setting out material facts relating to the following special business and the rationale / justification thereof, is annexed hereto and forms part of the Notice.

In accordance with Sections 108 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, 2015, the Company has engaged the services of the Central Depository Services (India) Limited (“CDSL”) , an agency authorised by the Ministry of Corporate Affairs, to provide remote e-voting facility. The procedure for remote e-voting is detailed in the notes to this Notice.

The Board of Directors 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 remote e-voting process in a fair and transparent manner.

The Scrutinizer, after scrutinizing the votes cast through remote e-voting, will prepare a report in accordance with the applicable laws and shall submit the same to Chairperson of the Company or any other person authorised by him. The results of the remote e-voting along with the scrutinizer’s report shall be declared and announced on or before 5:00 p.m. (IST) of Monday, May 5, 2025, at the registered office of the Company and the same shall be communicated to the stock exchanges where the equity shares of the Company are listed viz. BSE Limited and National Stock Exchange of India Limited. Further, the results shall be displayed on the website of the Company viz. www.360.one and on the notice board at the registered office of the Company and also on the website of CDSL viz. www.evotingindia.com.

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SPECIAL BUSINESS:

1. To approve request received from Part of Promoter Group Entities for reclassification from ‘Promoter & Promoter Group’ category to ‘Public’ category

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

“RESOLVED THAT pursuant to the provisions of Regulation 31A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, read with relevant circulars and notifications issued thereunder (“Listing Regulations, 2015”) and other applicable laws, and pursuant to no objection dated March 28, 2025, received from the Stock Exchanges where the equity shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited (collectively referred to as “Stock Exchanges” ), and/or such other approvals as may be required, and subject to such terms and conditions as may be prescribed while granting such approval(s), approval of the Members of the Company be and is hereby accorded for reclassification of the following entities (collectively referred to as “Part of Promoter Group Entities” ) from the ‘Promoter & Promoter Group’ category to the ‘Public’ category shareholders based on the Request Letter received from them:

S.N.	Name of the Part of Promoter Group Entty	Shareholder category	No. of equity shares held*	Percentage of shareholding*^
1.	Nirmal Bhanwarlal Jain	Promoter	16,415,424	4.18%
2.	Madhu Jain	Promoter Group	999,996	0.25%
3.	Ardent Impex Private Limited	Promoter Group	902,856	0.23%
4.	Orpheus TradingPrivate Limited	Promoter Group	3,882	0.00
5.	Nirmal Madhu Family Private Trust (trustee being Mansukhlal Jain and Pritesh Ashwin Mehta)	Promoter Group	2,200,000	0.56%
6.	Bhavya Jain	Promoter Group	0	0.00
7.	Kalpita Jain	Promoter Group	0	0.00
8.	Harshita Jain	Promoter Group	0	0.00
9.	5paisa Capital Limited	Promoter Group	0	0.00
10.	MNJ Consultants Private Limited	Promoter Group	0	0.00
11.	Sunder Bhawar Ventures Private Limited	Promoter Group	0	0.00
12.	5paisa P2P Limited	Promoter Group	0	0.00
13.	5paisa Corporate Services Limited (Formerly known as 5paisa Insurance Brokers Limited)	Promoter Group	0	0.00
14.	Venkataraman Rajamani	Promoter	1,896,816	0.48%
15.	Adit Athavankar	Promoter Group	114,284	0.03%
16.	Kalki Family Private Trust (trustee being Adit Avinash Athavankar)	Promoter Group	4,642,856	1.18%
17.	Vihaan Venkataraman	Promoter Group	0	0.00
18.	Varun Venkataraman	Promoter Group	0	0.00
Cumulatve Shareholding			27,176,114	6.91%

• As on March 28, 2025. ^ rounded off to two decimals.

RESOLVED FURTHER THAT each of the above-named entities have confirmed to the Company that all the conditions specified in Regulation 31A(3)(b) of the Listing Regulations, 2015, have been complied with and have also undertaken to meet the conditions specified in Regulation 31A(4) of the Listing Regulations, 2015.

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RESOLVED FURTHER THAT upon the approval of the resolution, the Company shall effect the aforesaid reclassification in the manner and within the period prescribed under the applicable laws and shall ensure necessary compliance under the Listing Regulations, 2015, Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and such other laws, as may be applicable, and consequently submit the statement of holding of securities and shareholding pattern of the Company under Regulation 31 of the Listing Regulations, 2015, effecting of the aforesaid reclassification.

RESOLVED FURTHER THAT any member of the Board, Chief Financial Officer and Company Secretary of the Company, be and are hereby severally authorised (either by themselves or through delegation to any person) to do all such acts, deeds and things, as they may, at their absolute discretion, deem necessary to give effect to the aforementioned resolution and sign and execute all such deeds, documents, instruments and writings as may be required and make all such filings, submit information, intimations and disclosures to concerned statutory / regulatory authorities from the Company or through its subsidiaries as may be required under their respective regulations / regulatory requirements with respect to its various businesses including Asset Management business (Mutual Fund / Alternative Investment Funds / Portfolio Management Services), Offshore Asset Management, Broking and Depository Participant, Merchant Banking, Financial Products Distribution, Non-Banking Finance Company, Insurance Corporate Agency business etc., with powers on behalf of the Company 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: By order of the Board of Directors 360 ONE Centre, Kamala City, Senapati Bapat Marg, For 360 ONE WAM LIMITED Lower Parel, Mumbai - 400 013 Tel: (+91-22) 4876 5600, Fax: (+91-22) 4341 1895 E-mail: secretarial@360.one Website: www.360.one Rohit Bhase Date: April 3, 2025 Company Secretary Place: Mumbai ACS – 21409

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NOTES:

1. The Explanatory Statement read with Listing Regulations, 2015 and other applicable laws, setting out material facts relating to the special business mentioned in this Notice is annexed hereto and forms part of the Notice.

2. In compliance with the aforesaid MCA Circulars, the business set out in the Notice will be transacted through electronic voting system only and accordingly, the Company is providing facility of remote e-voting. For this purpose, necessary arrangements have been made by the Company with CDSL in compliance with Sections 108 and 110 of the Act, read with Regulation 44 of Listing Regulations, 2015, as amended and in terms of extant applicable circulars issued by Securities and Exchange Board of India and Ministry of Corporate Affairs.

3. In compliance with the aforesaid MCA Circulars, the Notice is being sent only through electronic mode to those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, i.e. Friday, March 28, 2025 and whose e-mail addresses are registered with the Company / Depositories. Please also note that those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company / Depositories, are also entitled to vote in relation to the resolution as set out in this Notice. 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. A person who is not a Member as on the aforesaid cutoff date should treat this Notice for information purposes only.

4. In accordance with the MCA Circulars, the physical copies of this Postal Ballot Notice, along with postal ballot form and postage pre-paid business reply envelope, are not being sent to any Member. Accordingly, the communication of the assent or dissent of the Members eligible to vote is restricted only to remote e-voting i.e. by casting their votes electronically instead of submitting postal ballot forms. Physical copies of the Notice shall be sent to those Members who request for the same.

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

6. 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

7. b) Members holding shares in physical form are requested to register / update their e-mail addresses with MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), Registrar and Share Transfer Agent of the Company (“RTA”) at https://web.in.mpms.mufg.com/EmailReg/Email_Register.html

8. The relevant document(s) as may be referred to in the Notice and the Explanatory Statement, in accordance with the applicable laws 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 until the last date of remote e-voting. Members seeking to inspect the same can send an e-mail to the Company at secretarial@360.one mentioning their name, folio no. / client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the e-mail.

9. In case of queries / grievances relating to remote e-voting, Members may refer to the Frequently Asked Questions (“FAQs”) and e-voting manual for members at the HELP Section at the website of CDSL i.e. www.evotingindia.com or write an e-mail to helpdesk.evoting@cdslindia.com or call on toll free no: 1800 21 09911 or contact Mr. Rakesh Dalvi, Sr. Manager, CDSL at A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel

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(East), Mumbai – 400 013 or e-mail to the Company at secretarial@360.one or call on (+91-22) 4876 5600 or contact Mr. Rohit Bhase, Company Secretary, at 360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai - 400013.

1. Members are requested to refer the circulars issued by Securities and Exchange Board of India with respect to updation of KYC and / or nomination details, from time to time, available at the website of the Company i.e. www.360.one or at website of Securities and Exchange Board of India i.e. www.sebi.gov.in. Members are also 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 MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), Registrar and Share Transfer Agent of the Company, in case the shares are held by them in physical form.

9. Voting Instructions

The Company has engaged the services of CDSL to provide the remote e-voting facility. The voting rights of the Member shall be in proportion to their share in paid-up capital of the Company registered in the name of the Member / beneficial owner (in case of shareholding in dematerialised form) as on the cut-off date i.e. Friday, March 28, 2025. A person, whose name is recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Friday, March 28, 2025, only shall be entitled to avail the facility of remote e-voting and cast his votes. The Members are requested to note that once the vote is cast by a Member, he shall not be allowed to change it subsequently or cast the vote again. The manner of remote e-voting by Members is provided in Note No. 11 i.e. ‘Instructions for remote e-voting’ .

The remote e-voting facility will be available during the following period:

Commencement of remote e-voting: From 9:00 a.m. (IST) on Saturday, April 5, 2025 End of remote e-voting: Up to 5:00 p.m. (IST) on Sunday, May 4, 2025

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. Voting rights through e-voting cannot be exercised by a proxy.

As per Regulation 31A of the Listing Regulations, 2015, the Part of Promoter Group Entities (as defined in the Explanatory Statement) and persons related to them shall not vote on the resolution for approval of reclassification.

10. Voting Results

• I. The Board of Directors 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 remote e-voting process in a fair and transparent manner. The scrutinizer(s) have communicated their willingness to be appointed and will be available for the said purpose. The scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final.

• II. The Scrutinizer, after scrutinizing the votes cast through remote e-voting, will prepare a report in accordance with the applicable laws and shall submit the same to Chairperson of the Company or any other person authorised by him. The results of the remote e-voting along with the scrutinizer’s report shall be declared and announced on or before 5:00 p.m. (IST) of Monday, May 5, 2025, at the registered office of the Company and the same shall be communicated to the stock exchanges where the equity shares of the Company are listed viz. BSE Limited and National Stock Exchange of India Limited. Further, the results shall be displayed on

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the website of the Company viz. www.360.one and on the notice board at the registered office of the Company and also on the website of CDSL viz. www.evotingindia.com.

• III. The Resolution, if passed by the Members by means of Postal Ballot, will be deemed to have been passed at a General Meeting of the Members, on the last date specified by the Company for remote e-voting i.e. Sunday, May 4, 2025.

11. Instructions for remote e-voting

- 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 for individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual shareholders holding securities in demat mode withCDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach the e-voting page without any further authentication. The users are requested to visit website of CDSL i.e. www.cdslindia.com and click on Login icon and select ‘My Easi New (Token)’ Tab. 2) After successful login, the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by companies. On clicking the e-voting option, the user will be able to see the e-voting page of the e-voting service provider for casting their vote during the remote e-voting period. Additionally, there is link provided to access the system of all e-voting service providers, so that the user can visit the e-voting service providers’ (“ESPs”) website directly. 3) If the user is not registered for Easi / Easiest, option to register is available at www.cdslindia.com and click on login & ‘My Easi New (Token)’ Tab and then click on registration option. 4) Alternatively, the user can directly access the e-voting page by providing demat account number and PAN from an e-voting link available onwww.cdslindia.com- homepage. The system will authenticate the user by sending OTP on registered mobile & e-mail as recorded in the demat account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directlyaccess the system of all ESPs.
Individual Shareholders holding securities in demat mode with National Securities Depository Limited (“NSDL”)	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. The user will have to enter its User ID and Password. After successful authentication, user will be able to see e-voting services. After clicking on “Access to e-Voting” under e-voting services, user will be able to see

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e-voting page. Click on company name or ESPs name and user will be re-directed to ESPs website for casting its vote during the remote e-voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3) Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. The user will have to enter his User ID (i.e. your sixteen digit demat account 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 castingthe vote duringthe remote e-voting.

Individual Shareholders (holding securities in demat mode) login through their DPs

The user can also login using the login credentials of its demat account through its DPs registered with NSDL / CDSL for e-voting facility. After successful login, user will be able to see e-voting option. Once the user clicks on e-voting option, they will be redirected to websites of NSDL / CDSL, upon successful authentication, wherein the user can see e- voting feature. Click on company name or ESPs name and the user will be redirected to ESPs website for castingtheir vote duringthe remote e-voting period.

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 mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911.
Individual Shareholders holding securities in demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at 022-4886 7000 and 022- 2499 7000.

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

• i. Login method for e-voting 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.

• 2) Click on “Shareholders” module.

• 3) 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,

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• c. Shareholders holding shares in physical mode should enter folio number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) 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.

• 6) If you are a first-time user follow the steps given below:

For shareholders holding shares in physical mode and other than individual shareholders holding shares in demat	For shareholders holding shares in physical mode and other than individual shareholders holding 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 shares in physical mode) • Shareholders who have not updated their PAN with the Company / DPs are requested to contact the Company / RTA to seek the sequence number and use the same instead of PAN.
Dividend Bank Details ORDate of Birth	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id/folio number in the Dividend Bank Details 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 resolution 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 Board Resolution / Power of Attorney 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.

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• 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 delinked in case of any wrong mapping.

• v. It is mandatory that a scanned copy of the Board Resolution and/or Power of Attorney 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 at the e-mail address nilesh@ngshah.com and to the Company at the e-mail address secretarial@360.one, 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, for those Members whose e-mail IDs are not registered with the Depositories or the Company

• i. In case of shareholders holding shares in physical mode and non-individual shareholders in demat mode

Members are requested to provide necessary details like folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company / RTA.

ii. In case of individual shareholders holding shares in demat mode :

Members are requested to refer to the login method explained at Note No. 11 (a) i.e. ‘Instructions for remote e-voting’ and may contact the Company at secretarial@360.one in case of any queries.

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STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, SETTING OUT MATERIAL FACTS IN RESPECT OF SPECIAL BUSINESS(ES) PROPOSED IN THIS NOTICE (“EXPLANATORY STATEMENT”)

ITEM NO. 1 - To approve request received from Part of Promoter Group Entities for reclassification from ‘Promoter & Promoter Group’ category to ‘Public’ category

The Company had received a request letter dated January 27, 2025 (“Request Letter”) from Mr. Nirmal Bhanwarlal Jain and Mr. Venkataraman Rajamani, promoters, along with their other members of the promoter group of the Company as enlisted below and collectively referred to as “Part of Promoter Group Entities” , seeking reclassification from “Promoter & Promoter Group” category to “Public” category, under Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations, 2015”) . Details of such entities and their present shareholding are provided hereunder:

S. N.	Name of the Part of Promoter Group Entty	Shareholder category	No. of equity shares held*	Percentage of shareholding*^
1.	Nirmal Bhanwarlal Jain	Promoter	16,415,424	4.18%
2.	Madhu Jain	Promoter Group	999,996	0.25%
3.	Ardent Impex Private Limited	Promoter Group	902,856	0.23%
4.	Orpheus TradingPrivate Limited	Promoter Group	3,882	0.00
5.	Nirmal Madhu Family Private Trust (trustee being Mansukhlal Jain and Pritesh Ashwin Mehta)	Promoter Group	2,200,000	0.56%
6.	Bhavya Jain	Promoter Group	0	0.00
7.	Kalpita Jain	Promoter Group	0	0.00
8.	Harshita Jain	Promoter Group	0	0.00
9.	5paisa Capital Limited	Promoter Group	0	0.00
10.	MNJ Consultants Private Limited	Promoter Group	0	0.00
11.	Sunder Bhawar Ventures Private Limited	Promoter Group	0	0.00
12.	5paisa P2P Limited	Promoter Group	0	0.00
13.	5paisa Corporate Services Limited (Formerly known as 5paisa Insurance Brokers Limited)	Promoter Group	0	0.00
14.	Venkataraman Rajamani	Promoter	1,896,816	0.48%
15.	Adit Athavankar	Promoter Group	114,284	0.03%
16.	Kalki Family Private Trust (trustee being Adit Avinash Athavankar)	Promoter Group	4,642,856	1.18%
17.	Vihaan Venkataraman	Promoter Group	0	0.00
18.	Varun Venkataraman	Promoter Group	0	0.00
Cumulatve Shareholding			27,176,114	6.91%

• As on March 28, 2025.

^ rounded off to two decimals.

As required under Regulation 31A(8) of the Listing Regulations, 2015, the Company had intimated the Stock Exchanges on January 27, 2025, regarding receipt of the Request Letter from the Part of Promoter Group Entities.

Pursuant to the provisions of Regulation 31A(3)(b) of the Listing Regulations, 2015, each of the Part of Promoter Group Entities have confirmed and certified that, they:

• I. together do not hold more than 10% (ten per cent) of the total voting rights in the Company;

• II. do not exercise control over the affairs of the Company, directly or indirectly;

• III. do not have any special rights with respect to the Company through formal or informal arrangements including through any shareholder agreements;

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• IV. do not have any representative on the Board of Directors of the Company (including not having a nominee director);

• V. do not act as a key managerial person in the Company;

• VI. are not ‘wilful defaulter(s)’ as per the Reserve Bank of India Guidelines; and

• VII. are not fugitive economic offender(s).

Further, the aforesaid Part of Promoter Group Entities in the Request Letter have undertaken and confirmed that they will comply with all the conditions mentioned under Regulation 31A(4) of the Listing Regulations, 2015 (as reproduced below):

• (A) subsequent to reclassification as public shareholder and at all times from the date of such reclassification, they:

• i. together, shall not hold more than 10% (ten per cent) of the total voting rights in the Company;

• ii. shall not exercise control over the affairs of the Company, directly or indirectly; and

• iii. shall not have any special rights with respect to the Company through formal or informal arrangements including through any shareholder agreements;

• (B) subsequent to reclassification as public shareholder and for a period of not less than three years from the date of such reclassification, they:

• i. shall not have any representative on the Board of Directors of the Company (including not having a nominee director); and

• ii. shall not act as a key managerial person in the Company;

failing which, they shall automatically be reclassified as promoter / persons belonging to promoter group, as applicable.

The Part of Promoter Group Entities in the Request Letter have submitted that the Shareholders’ Agreement dated October 24, 2015, stood terminated on June 12, 2024 and they have further stated the following rationale for seeking reclassification from “Promoter & Promoter Group ” to “Public” category:

• a. they no longer participate in the management of the Company in any manner or capacity;

• b. they do not hold any directorships or key managerial positions in the Company; and

• c. consequently, they no longer have insight, role, participation or involvement in the Company’s management or operations at any level or in any degree.

The Company is in compliance with the requirement for minimum public shareholding as required under Regulation 38 of the Listing Regulations, 2015; trading in its shares is not suspended by the Stock Exchanges; and the Company does not have any outstanding dues to the Securities and Exchange Board of India, the Stock Exchanges or the Depositories.

As per Regulation 31A of the Listing Regulations, 2015, the Board at its meeting held on January 27, 2025, considered and analysed the Request Letter and the rationale for seeking reclassification and the Board was of the view that the said Part of Promoter Group Entities met the conditions specified in Regulation 31A of the Listing Regulations, 2015. The Board then recommended the said request to the Members of the Company for their approval, subject to receipt of necessary approval(s) and/or no objection(s) from concerned regulatory authorities including SEBI / Stock Exchanges.

Subsequently, pursuant to Regulation 31A of the Listing Regulations, 2015, the Company submitted the applications to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) on January 30, 2025, seeking their ‘no objection’ for the aforesaid reclassification. The Company received the ‘no objection’ from BSE and NSE (collectively referred to as “Stock Exchanges” ) vide their letters dated March 28, 2025 (“No-Objection Letters”) .

In accordance with Regulation 31A(3) of the Listing Regulations, 2015, where the promoter(s) seeking reclassification and persons related to the promoter(s) seeking reclassification, together, hold more than one percent of the total voting rights in the listed entity, the request of the promoter(s) seeking reclassification, shall be approved by the members of the company by way of an ordinary resolution. Accordingly, the approval of the members by way of an ordinary resolution as set out in Item No. 1 of this Notice, is sought for the proposed reclassification of Part of Promoter Group Entities from the ‘Promoter & Promoter Group’ category to the ‘Public’ category shareholder. The Part of Promoter Group Entities and

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persons related to them shall not vote on the resolution for approval of reclassification.

Upon receipt of approval of the Members of the Company, the Company shall notify the Stock Exchanges within five days of obtaining said approval and effect the reclassification and shall take such steps as may be necessary, make necessary filings and submit information, intimations, disclosures by itself or through its subsidiaries as may be required under their respective regulations / regulatory requirements with respect to its various businesses including Asset Management business (Mutual Fund / Alternative Investment Funds / Portfolio Management Services), Offshore Asset Management, Broking and Depository Participant, Merchant Banking, Financial Products Distribution, Non-Banking Finance Company, Insurance Corporate Agency business etc. and also undertake necessary compliance under Listing Regulations, 2015, Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and other laws, as may be applicable, and consequently submit the statement of holding of securities and shareholding pattern of the Company under Regulation 31 of the Listing Regulations, 2015, effecting of the aforesaid reclassification.

The aforesaid reclassification has the following impact on shareholding pattern of the Company:

Shareholder Category	% before reclassification*^	% after reclassification*^
Promoter and Promoter Group	14.20%	7.28%
Public	85.80%	92.72%
Total	100.00%	100.00%

• As on March 28, 2025.

^ rounded off to two decimals.

Upon effecting of the aforesaid reclassification, the below entities will continue to constitute the Promoter and Promoter Group of the Company. The details of such entities and their present shareholding are provided hereunder:

S. N.	Name of the Promoter and Promoter Group Entty	Shareholder category	No. of equity shares held*	Percentage of shareholding*^
1.	Karan Bhagat	Promoter	96,716	0.02%
2.	Yatn Shah	Promoter	1,34,25,960	3.42%
3.	Shilpa Bhagat	Promoter Group	45,03,284	1.15%
4.	Kyra Family Private Trust (Trustee being 360 ONE Investment Adviser and Trustee Services Ltd.)	Promoter Group	53,00,000	1.35%
5.	Kush Family Private Trust (Trustee being 360 ONE Investment Adviser and Trustee Services Ltd.)	Promoter Group	53,00,000	1.35%
6.	Kush Bhagat	Promoter Group	Nil	Nil
7.	Kyra Bhagat	Promoter Group	Nil	Nil
8.	Bhagat Family Private Trust (Trustee being 360 ONE Investment Adviser and Trustee Services Ltd.)	Promoter Group	Nil	Nil
9.	Kyrush Family Private Trust (trustee being 360 ONE Investment Adviser and Trustee Services Ltd.)	Promoter Group	Nil	Nil
10.	Madhu Bhagat	Promoter Group	Nil	Nil
11.	Kyrush Trading & Investments Private Limited (formerlyknown as Kyrush RealtyPvt. Ltd.)	Promoter Group	Nil	Nil
12.	Kyrush Investments(Karan Bhagat beingPartner)	Promoter Group	Nil	Nil
13.	Ami Yatn Shah	Promoter Group	2,284	0.00
14.	Yatn Prakash Shah HUF(Karta - Yatn Shah)	Promoter Group	Nil	Nil
15.	Yatn Investments (Prakash Chunilal Shah being partner)	Promoter Group	Nil	Nil

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16.	Prakash Chunilal Shah	Promoter Group	Nil	Nil
17.	Hansadevi Shah	Promoter Group	Nil	Nil
18.	Kiaan Shah	Promoter Group	Nil	Nil
19.	Naysa Shah	Promoter Group	Nil	Nil
20.	Kiaan Shah Family Private Trust (trustee being 360 ONE Investment Adviser and Trustee Services Ltd.)	Promoter Group	Nil	Nil
21.	Naysa Shah Family Private Trust (trustee being 360 ONE Investment Adviser and Trustee Services Ltd.)	Promoter Group	Nil	Nil
22.	Naykia Family Private Trust (Trustee being 360 ONE Investment Adviser and Trustee Services Ltd.)	Promoter Group	Nil	Nil
23.	Prakash Shah Family Private Trust (Trustee being 360 ONE Investment Adviser and Trustee Services Ltd.)	Promoter Group	Nil	Nil
Cumulatve Shareholding			2,86,28,244	7.28%

• As on March 28, 2025.

^ rounded off to two decimals.

The copies of the Request Letter and No-Objection Letters are available for inspection to a Member upon request in the manner as specified in Note No. 6 of this Notice. The said Request Letter and No-Objections Letters are also provided at the links below:

a) Request Letter

• https://www.360.One/Content/Investors/Request Letter.pdf

b) No-Objection Letters:

https://www.primeinfobase.in/ir_download/PPN_Corp_Announcements/IIFLWAM_29032025163527_20250329Receipt ofNOCfromexchangessigned.pdf

The Board is of the view that the said Part of Promoter Group Entities meet the conditions specified in Regulation 31A of the Listing Regulations, 2015 and accordingly recommends the resolution set out in Item No. 1 of the Notice for approval by Members of the Company by way of an ordinary resolution.

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. The Part of Promoter Group Entities and persons related to them shall not vote on the resolution for approval of reclassification.

Registered Office: By order of the Board of Directors 360 ONE Centre, Kamala City, Senapati Bapat Marg, For 360 ONE WAM LIMITED Lower Parel, Mumbai - 400 013 Tel: (+91-22) 4876 5600, Fax: (+91-22) 4341 1895 E-mail: secretarial@360.one Website: www.360.one Rohit Bhase Date: April 3, 2025 Company Secretary Place: Mumbai ACS – 21409

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ANNEXURE A TO THE NOTICE

Key details regarding the Postal Ballot

S. N.	Particulars	Details
1	E-mail ID forposting queries	secretarial@360.one
2	Link for remote e-voting	www.evotingindia.com
3	Helpline number for remote e-voting	In case of queries / grievances relating to remote e-voting, Members may refer to the Frequently Asked Questions(“FAQs”)and e-voting manual for members at the HELP Section at the website of CDSL i.e. www.evotingindia.com or write an e-mail to helpdesk.evotng@cdslindia.com or call on toll free no: 1800 21 09911 or contact Mr. Rakesh Dalvi, Sr. Manager, CDSL at A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai – 400 013 or e-mail to the Company at secretarial@360.one or call on (+91-22) 4876 5600 or contact Mr. Rohit Bhase, Company Secretary, at 360 ONE Centre, Kamala City, Senapat Bapat Marg, Lower Parel, Mumbai - 400013.
4	Cut-off date for dispatch of the Notice	Friday, March 28, 2025
5	Cut-off date for determining eligibility of the Members for remote e-voting	Friday, March 28, 2025
6	Remote e-voting period	Commences from 9:00 a.m. (IST) on Saturday, April 5, 2025 Ends on 5:00p.m.(IST)on Sunday,May4,2025
7	Declaration and announcement of results of remote e-voting	On or before 5:00 p.m. (IST) of Monday, May 5, 2025
8	Registrar and Share Transfer Agent – Contact details	MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) C 101, 247 Park, L. B. S. Marg, Vikhroli West, Mumbai – 400 083 To raise an email query following is the link: https://swayam.in.mpms.mufg.com/
9	360 ONE WAM LIMITED – Contact details	Mr. Rohit Bhase Company Secretary 360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400013 Tel: (+91-22) 4876 5600, Fax: (+91-22) 4341 1895 E-mail:secretarial@360.one

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