IIFL Wealth Management : Extra Ordinary Meeting

October 4, 2022
The Manager,	The Manager,
Listing Department,	Listing Department,
BSE Limited,	The National Stock Exchange of India Ltd.,
Phiroze Jeejeebhoy Tower,	Exchange Plaza, 5 Floor, Plot C/1, G Block,
Dalal Street,	Bandra - Kurla Complex, Bandra (E),
Mumbai 400 001.	Mumbai 400 051.
BSE Scrip Code: 542772	NSE Symbol: IIFLWAM

Dear Sir / Madam,

Subject: Notice of the 1st 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")

This is further to our intimation dated October 1, 2022, in respect of the outcome of the meeting of the Board of Directors of IIFL Wealth Management Limited ("Company") held on September 30, 2022.

We would like to inform you that the EGM of the Company will be held on Thursday, October 27, 2022, at 4:00 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. 3/2022 dated May 5, 2022 and all other applicable circulars issued by Ministry of Corporate Affairs ("MCA") in this regard and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 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 being dispatched to the shareholders today i.e. October 4, 2022.

IIFL WEALTH MANAGEMENT LIMITED

Corporate & Registered Office:

IIFL Centre, Kamala City, Senapati Bapat Marg,

Lower Parel, Mumbai - 400 013

TEL: [phone] | FAX: [phone]

www.iiflwealth.com

CIN: L74140MH2008PLC177884

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

S. N.	Proposed Items to be transacted	Resolutions to be	Manner of approval
		passed
1.	Alteration of the Articles of Association of	Special Resolution	Voting	through
	the Company		electronic means
2.	Approval for entering into proposed	Ordinary Resolution	Voting	through
	retention and profit sharing agreement		electronic means
	(the "Retention and Profit Sharing
	Agreement") between APAC Company XV
	Limited (the "APAC") and Mr. Karan
	Bhagat and Mr. Yatin Shah (together, the
	"Beneficiary Promoters") and for the
	proposed payments to the Beneficiary
	Promoters by APAC (or its affiliates or
	designees) pursuant to the Retention and
	Profit Sharing Agreement

Further, with respect to the proposed alteration of the Articles of Association of the Company as aforesaid and in terms of the SEBI Circular dated September 9, 2015, bearing reference no. CIR/CFD/CMD/4/2015, brief details of the proposed alterations to Articles of Association of the Company are enclosed herewith as Annexure II.

Kindly take the same on record and oblige.

Thanking you,

Yours Truly,

For IIFL Wealth Management Limited

Rohit

Shriniwas

Bhase

Digitally signed by Rohit Shriniwas Bhase

Date: 2022.10.04 16:10:34 +05'30'

Rohit Bhase Company Secretary (ACS: 21409)

Email: [e-mail]

Encl: a/a

IIFL WEALTH MANAGEMENT LIMITED

Corporate & Registered Office:

IIFL Centre, Kamala City, Senapati Bapat Marg,

Lower Parel, Mumbai - 400 013

TEL: [phone] | FAX: [phone]

www.iiflwealth.com

CIN: L74140MH2008PLC177884

Annexure I

IIFL WEALTH MANAGEMENT LIMITED

CIN: L74140MH2008PLC177884

Regd. Office - IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai - 400013

Tel: [phone], Fax: [phone],

E-mail: secretarial@iiflw.com, Website: www.iiflwealth.com

NOTICE OF THE 1ST EXTRAORDINARY GENERAL MEETING FOR THE FINANCIAL YEAR 2022-23

NOTICE is hereby given that the 1st Extraordinary General Meeting for the financial year 2022-23 ("EGM") of the Members of IIFL Wealth Management Limited (the "Company") will be held on Thursday, October 27, 2022, at 4:00 p.m. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following businesses:

SPECIAL BUSINESS:

1. Alteration of the Articles of Association of the Company

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

"RESOLVED THAT pursuant to the provisions of Section 5, Section 14 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder (including any statutory modifications or re-enactment thereof for the time being in force), and all other rules, regulations, guidelines, notifications as may be applicable to the Company, and subject to the necessary approval(s), permission(s), consent(s) and sanction(s) required, if any, and all other applicable laws and regulations, if any, approval of the members of the Company be and is hereby accorded for effecting the following amendments in the existing articles of association of the Company:

1. To delete Article 1 in the present articles of association of the Company and to replace it in its entirety with the following:
   The Regulations contained in Table "F" of the First Schedule to the Companies Act, 2013 hereinafter referred to as Table "F" shall be deemed to be incorporated in and form part of these Articles with the exception of such portions of Table "F" as are hereinafter expressly or by necessary implication excluded altered or modified.
2. To delete clause (i) under Article 2 in the present articles of association of the Company and to replace it in its entirety with the following:
   "Act" means (a) the Companies Act, 2013 and any amendment thereto or any other succeeding enactment for the time being in force and (b) the Companies Act, 1956 to the extent not replaced by the Companies Act, 2013, and shall include the rules framed and circulars / notifications issued thereunder.
3. To delete Article 4 in the present articles of association of the Company and to replace it in its entirety with the following:
   The Company in a general meeting may, from time to time, by an ordinary resolution increase the Capital by the creation of new shares or other securities, such increase to be of such aggregate amount and to be divided into shares or other securities of such respective amounts as the resolution shall prescribe. The new shares or other securities shall be issued upon such terms & conditions, and with such rights and privileges annexed thereto, as the general meeting shall direct and if no direction be given, as the Directors shall determine, and in particular, such shares or other securities may be issued with a preferential or qualified right as to dividends, voting or otherwise in accordance with the Act and other applicable laws.
4. To delete Article 6.1 in the present articles of association of the Company and to replace it in its entirety with the following:
   Where at any time it is proposed to increase the subscribed capital of the Company by issue of further shares or other securities, then:
5. 1. Such further shares or other securities shall be offered to the persons who, at the date of the offer, are holders of the equity shares in the Company, in proportion, as nearly as circumstances admit, to the capital paid-up on those shares at that date subject to the following conditions and the provisions of Section 62 of the Act and other applicable laws;

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1. 1. Such offer shall be made by a notice specifying the number of shares or other securities offered and stipulating such time period as may be prescribed from time to time under the Act and other applicable laws, within which the offer, if not accepted, shall be deemed to have been declined;
   2. The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares or other securities offered to him or any of them in favour of any other person and the notice referred to hereinabove shall contain a statement of this right; and
   3. After the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given, that he declines to accept the shares or other securities offered, the Board may dispose off such shares or other securities in such manner which is not dis-advantageous to the shareholders and the Company.
2. To delete Article 6.2 in the present articles of association of the Company and to replace it in its entirety with the following:
   Notwithstanding anything contained in Article 6.1, the Company may, by a special resolution passed to such effect in a general meeting and subject to such other conditions as may be prescribed under the Act and other applicable laws, issue further shares or other securities to any person or persons, and such person or persons may or may not include the persons who at the date of the offer, are the holders of the equity shares of the Company.
3. To delete clause (i) under Article 9 in the present articles of association of the Company and to replace it in its entirety with the following:
   Subject to the extant provisions of the Act and other applicable laws, every member shall be entitled, without payment to one or more certificates in marketable lots, for all the shares of each class or denomination registered in their name, or if the directors so approve (upon paying such fee as the directors may determine) to several certificates, each for one or more of such shares and the Company shall complete and have ready for delivery such certificates within such period as may be prescribed from time to time under the Act, from the date of allotment, unless the conditions of issue thereof otherwise provide, or within such period as may be prescribed from time to time under the Act, of the receipt of application of registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares, as the case may be. Subject to the Act, certificates of shares or other securities shall be issued under the seal of the Company as signed by two Directors and Secretary or some other person appointed by the Board for the purpose. Every certificate of shares or other securities shall bear the name of the member and denote the number and the distinctive number of shares or other securities in respect of which it is issued, and amount paid thereon and shall be in such form as the directors may prescribe and approve.
4. To delete the following Article 22 in the present articles of association of the Company without renumbering the other Articles:
   No shares or any other securities shall be transferred to the outsiders until the existing shareholders of the Company refuse to accept the offer of such transfer at the value determined by the Directors.
5. To delete Article 28 in the present articles of association of the Company and to replace it in its entirety with the following:
   The Company has facilitated dematerialization of all of its existing shares with the depositories and has obtained International Security Identification Number (ISIN) for its shares. Accordingly, notwithstanding anything contained in Article 20 to Article 27, every holder of the shares or other securities shall deal in such shares or other securities in any manner, in accordance with the Act and the other applicable laws. The shares of the Company being in dematerialized form, the provisions of Depositories Act 1966 will be applicable with respect to transfer and transmission of all shares of the Company.
6. To delete Article 35 in the present articles of association of the Company and to replace it in its entirety with the following:
   Subject to the provisions of the Act, at any General Meeting a resolution put to the vote of the meeting shall, unless a poll is demanded or the voting is carried out electronically, be decided on a show of hands.
7. To delete Article 39 in the present articles of association of the Company and to replace it in its entirety with the following:

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Subject to any rights or restrictions for the time being attached to any class or classes of shares or other securities and subject to extant provisions of the Act and other applicable laws, the voting shall at the general meeting or by postal ballot or any other manner prescribed by law be done as prescribed in the following articles:

1. To delete Article 40 in the present articles of association of the Company and to replace it in its entirety with the following:
   On a show of hand, every member holding shares or other securities and present in person, shall have one vote; and
2. To delete Article 41 in the present articles of association of the Company and to replace it in its entirety with the following:
   On a poll or if the voting is carried out electronically, he shall have such number of votes, as the number of shares or other securities held by him.
3. To delete Article 47 in the present articles of association of the Company and to replace it in its entirety with the following:
   The office of Directors shall be vacated in accordance with the provisions contained in the Act and also if he is removed from his office in accordance with the provisions of the Act.
4. To delete Article 60 in the present articles of association of the Company and to replace it in its entirety with the following:
   Any money transferred to the unpaid dividend account of the Company in pursuance of Article 59 hereof which remains unpaid or unclaimed for a period of seven years or such other period as prescribed under the Act and other applicable laws, from the date of such transfer, shall be transferred by the Company to the Investor Education and Protection Fund of the central government but a claim to any money so transferred to the Investor Education and Protection Fund may be referred to the Central Government by the person to whom the money is due and shall be dealt in such manner as prescribed under the Act and other applicable laws.
5. To delete Article 61 in the present articles of association of the Company and to replace it in its entirety with the following:
   The Company shall, when making any transfer under Article 60 hereof to the Investor Education and Protection Fund of the Central Government of any unpaid or unclaimed dividend, furnish to such office as the Central Government may appoint in this behalf, a statement in the prescribed form in respect of all sums included in such transfer the nature of the sums, the names and last known addresses of the person entitled to receive the sum, the amount to which each person is entitled and the nature of his claim thereto and such other particulars as may be prescribed under the Act and other applicable laws.
6. To delete Article 62 in the present articles of association of the Company and to replace it in its entirety with the following:
   Subject to the provisions of applicable laws, no unclaimed dividend shall be forfeited by the Board unless the claim thereto becomes barred by law.
7. To delete the following, and such deletion coming into effect from completion of the sale and purchase of the Sale Shares (as defined in the SPA) on the date as communicated to the Company by BC Asia Investments X Limited ("Purchaser") and General Atlantic Singapore Fund Pte. Ltd and FIH Mauritius Investments Limited (together, the
   "Sellers") in accordance with the terms of the share purchase agreement dated 30 March 2022 ("SPA") executed by and amongst the Purchaser and the Sellers ("Completion"):
8. 1. The following Article 77 in the present articles of association of the Company shall stand deleted without renumbering the other Articles:
      The Existing Investor shall have the right to nominate (i) 2 Directors until the occurrence of Threshold Event 1; and (ii) 1 Director until the occurrence of Threshold Event 2 (Investor Director).
   2. References to 'Investor Directors' under the following Article 82, Article 99, Article 100 and the heading of
      Article 99 and Article 100 in the present articles of association of the Company shall stand deleted and Article

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