Edelweiss Financial Services Ltd. - Proxy Solicitation & Information Statement 2023

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EW/Sec/2023/22

January 24, 2023

BSE Limited National Stock Exchange of India Limited Dept of Corporate Services The Listing Department Phiroze Jeejeebhoy Towers Exchange Plaza, 5[th] Floor Dalal Street, Fort Plot No. C-1, Block G Mumbai – 400 001 Bandra Kurla Complex, Bandra (East) Mumbai – 400 051 Scrip code: 532922 Scrip code: EDELWEISS

Dear Sir/ Madam,

SUB: Newspaper advertisement of the Meeting of the Equity Shareholders of Edelweiss Financial Services Limited pursuant to Order dated January 12, 2023 ("Order") passed by the Hon'ble National Company Law Tribunal, Mumbai Bench, Mumbai
REF: Disclosure under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

In continuation of our letter dated January 23, 2023 informing that a meeting of equity shareholders of Edelweiss Financial Services Limited will be held on Friday, February 24, 2023, at 4.00 p.m. IST pursuant to the Order dated January 12, 2023 passed by the Hon'ble National Company Law Tribunal, Mumbai Bench.

In this regard, please find enclosed herewith copies of newspaper clippings published by the Company in ‘Business Standard’ in English having nation-wide circulation and ‘Loksatta’ in Marathi having circulation in Maharashtra in connection with the said Meeting.

The newspaper clippings are also available on website of the Company viz. www.edelweissfin.com.

We request you to kindly take the same on record.

Thanking you,

Yours faithfully,

For Edelweiss Financial Services Limited Digitally signed by TARUN TARUN KHURANA KHURANA Date: 2023.01.24 18:30:04 +05'30' Tarun Khurana Company Secretary

Encl.: as above

Edelweiss Financial Services Limited Corporate Identity Number: L99999MH1995PLC094641 Registered Office: Edelweiss House, off. C.S.T. Road, Kalina, Mumbai - 400 098 Tel No.: +91 22 4009 4400 Fax: +91 22 4019 4890 Email: [email protected] Website: www.edelweissfin.com

MUMBAI | TUESDAY, 24 JANUARY 2023

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FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rules 6 and 7 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016] IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH C.A.(CAA)/10/MB/2023 IN THE MATTER OF SECTIONS 230 TO 232 READ WITH SECTION 52 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT,2013

AND

IN THE MATTER OF THE SCHEME OF ARRANGEMENT BETWEEN EDELWEISS FINANCIAL SERVICES LIMITED AND NUVAMA WEALTH MANAGEMENT LIMITED (FORMERLY KNOWN AS EDELWEISS SECURITIES LIMITED) AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Edelweiss Financial Services Limited,

a company incorporated under the provisions of the Companies Act, 1956 having Corporate Identity Number L99999MH1995PLC094641 and having its registered …First Applicant Company / office at Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098, Maharashtra Demerged Company

NOTICE AND ADVERTISEMENT OF NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF THE FIRST APPLICANT COMPANY Notice is hereby given that by an Order dated January 12, 2023 (“Tribunal Order”), the Mumbai Bench of the National Company Law Tribunal (“Tribunal”) has directed a Meeting to be held of the equity shareholders of the First Applicant Company (“Meeting”) , for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement between Edelweiss Financial Services Limited and Nuvama Wealth Management Limited (Formerly known as Edelweiss Securities Limited) and their respective Shareholders and Creditors (“Scheme”) under Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013 (“Act”) .

In pursuance of the Tribunal Order and as directed therein, and in compliance with the applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) , further notice is hereby given that the Meeting will be held through video conferencing (“VC”) /other audio visual (“OAVM”) on Friday, February 24, 2023 at 4:00 p.m. (IST). In terms of the Tribunal Order, the individual notice of the Meeting together with the copy of the Scheme, Statement pursuant to Sections 230 to 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) and accompanying documents sent through electronic mode to those equity shareholders as on January 20, 2023, whose e-mail IDs are registered with the First Applicant Company/ Registrar & Share Transfer Agent (“RTA”) of the First Applicant Company i.e. Link Intime India Private Limited /Depositories Participants. The notice of the Meeting together with the copy of the Scheme, statements pursuant to Sections 230 to 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules are also placed on the website of the First Applicant Company viz. www.edelweissfn.com, the 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 the website of National Securities Depositories Limited (“NSDL”) www.evoting.nsdl.com, being the agency appointed by the First Applicant Company to provide the e-voting and other facilities for convening the Meeting. The Tribunal has appointed Mr. Rashesh Shah, Chairman of the Board of Directors of the First Applicant Company, failing him, Mr. Venkatchalam Ramaswamy, Vice-Chairman and Executive Director of the First Applicant Company, to be the Chairperson for the Meeting and Mr. B. Narasimhan, Proprietor – M/s. BN & Associates, Company Secretaries, failing him, Mr. Avinash Bagul, Partner – M/s. BNP & Associates, Company Secretaries, failing him, Mr. K. Venkataraman, Practicing Company Secretary, to be the Scrutinizer for the Meeting.

Since the Meeting is being held through VC/ OAVM, physical attendance of equity shareholders of the First Applicant Company has been dispensed with. Accordingly, the facility of appointment of proxies by the equity shareholders of the First Applicant Company will not be available for the Meeting. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the First Applicant Company/ Depositories as on the cut-off date, i.e., Saturday, February 18, 2023 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an equity shareholder of the First Applicant Company as on the cut-off date i.e. February 18, 2023, should treat the Notice for information purpose only. The voting rights of an Equity Shareholder/ beneficial owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the cut-off date i.e. February 18, 2023. The equity shareholders of the First Applicant Company shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) by remote electronic voting during the period as stated below (“remote e-voting”) ; or (b) through e-voting system available at the Meeting to be held virtually (“e-Voting at the Meeting”): The cut-off date for e-voting and time period for the remote e-voting of the Meeting is as under: Equity Shareholder meeting Cut off date for e-voting Saturday, February 18, 2023 Remote e-voting start date and time Monday, February 20, 2023 at 9.00 a.m. (IST) Remote e-voting end date and time Thursday, February 23, 2023 at 5.00 p.m. (IST) Equity shareholders of the First Applicant Company who need assistance before or during the respective Meetings, can contact NSDL on [email protected] or contact Ms. Pallavi Mhatre at the designated email id: [email protected] at National Securities Depository Limited, Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India on toll free number 1800-1020-990/ 1800-22-44-30. The Scheme, if approved by the equity shareholders at their Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary. Equity Shareholders of the First Applicant Company seeking any information with regard to the Scheme or the matter proposed to be considered at the Meeting, are requested to write to the First Applicant Company on or before Monday, February 20, 2023 at 5.00 p.m. (IST) through email on [email protected]. The same will be replied by the Company suitably.

Dated January 24, 2023 Sd/Rashesh Shah Chairman of the Board of Directors of First Applicant Company Chairperson appointed for the Meeting

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Edelweiss Financial Services Ltd. Proxy Solicitation & Information Statement 2023

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FORM NO. CAA. 2

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Edelweiss Financial Services Ltd. — Proxy Solicitation & Information Statement 2023

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FORM NO. CAA. 2

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