1. FINANCIAL RESULTS

The highlights of the financial results for the year under review, are as under:

2. REVIEW OF BUSINESS AND OPERATIONS

Further, the overall ARR AUM stood at Rs. 2,46,828 firm.

The ARR Revenues for the full year grew by 28.2% YoY at Rs. 1,701 Crores, led by growth in assets across business segments and healthy retentions on ARR AUM. Our ARR Revenues, as a percentage of total revenues from operations, stood at 70%.

The year also witnessed higher transactional/brokerage income, mainly driven by opportunities in the capital markets. Our large UHNI client base enabled us to capitalise on such opportunities, creating value for the clients and the Consequently, the total Revenue from Operations was up 32.5% YoY, at Rs. 2,446 Crores, for FY25.

In FY25, our Total Revenues were up 35.0% YoY at Rs.

2,652 Crores, also supported by higher other income.

Separately, our Total Costs were up 27.3% YoY, at Rs. 1,218 Crores, as we continued to invest in our new initiatives.

Our employee costs rose by 28.6% YoY to Rs. 912

Qualified Institutional Placement (QIP) in October 2024.

Crores in FY25, from Rs. 519 Crores in FY24 mainly driven by macro opportunities and increased activity in the capital markets. Other income saw an increase to Rs. 177 Crores in FY25 from Rs. 107 Crores in FY24, while the cost increased from Rs. 719 Crores in FY24 to Rs. 950 Crores in FY25 mainly due to investments in new initiatives. Accordingly, our Profit Before Tax stood at Rs. 1,073 Crores, for FY25, as against Rs. 750 Crores in FY24, for the wealth management business. The growth in our wealth management client base has been very healthy for FY25. During the year, 360 ONE

Wealth successfully onboarded 440+ clients (with more than Rs 10 Crs ARR AUM). As on March 31, 2025, clients, having total AUM of Rs 10 Crs+, stood at 3,324 and accounted for 95% of Wealth AUM (excl. custody).

Overall, the segment manages assets for 7,500+ relevant clients. Moving to the Asset management vertical, our Revenue from Operations rose to Rs. 600 Crores in FY25, as against Rs. 483 Crores in FY24, and other income rose to Rs. 29 Crores, from Rs. 13 Crores. Our cost increased to Rs. 268 Crores in FY25, from Rs. 238 Crores in FY24. Accordingly, the Profit Before Tax, for the Asset Management segment, stood at Rs. 361 Crores in FY25 visavis Rs. 251 Crores in FY24.

Similar to our wealth management business, our asset management segment also witnessed healthy growth in number of client folios which rose from 1.89 lakhs in FY24 to 2.29 lakhs in FY25.

Foundation has pioneered a more catalytic approach towards CSR powered by blended finance and outcomebased financing to deliver measured outcomes and exponential impact for underserved communities.

3. MACROECONOMIC OVERVIEW

USD 7.3 trillion by 2030².

Key growth drivers include:

Effective inflation targeting by the Reserve Bank of India (RBI),

Continued momentum in capital expenditure and private investment,

1 https://www.pib.gov.in/PressReleasePage.aspx?PRID=2132688 2 https://www.pib.gov.in/PressNoteDetails.aspx?NoteId=154660 3 https://www.mospi.gov.in/sites/default/files/pressrelease/CPI PR13May25.pdf importantly, merchandise exports, i.e., the export of goods, has witnessed an marginal rise to USD 437.42 billion in FY 2024 25 compared to USD 437.07 billion in the previous year, reflecting stability in goodsbased trade. Over the decade, merchandise exports have risen from USD 310 billion in 2013 14 to USD 437.42 billion in 2024 25, marking a 39% increase, driven by sectors such as engineering goods, petroleum products, and electronics⁴.

Global annual inflation trickled to 4.7% in January 2025, down from 4.8% in December 2024. Inevitably, regional disparities persist⁵.

Exhibit: Regional annual inflation

In Germany, inflation eased to 2.3% in January 2025, from 2.6% in December 2024⁶. Further, the European

Union (EU) harmonised CPI stood at 2.8%, maintaining the same pace as in December 2024⁷. Meanwhile, inflation in the United Kingdom increased by 3.9% in January 2025, up from 3.5% in December 2024, fuelled by increase in transportation, food, and non alcoholic beverages rates⁸ . Across the pond, the CPI in the United States rose to 3% in January 2025 from 2.9% in

December 2024⁹.

India has embarked on a confident march towards becoming a developed nation by 2047. Resilient, consistent, and sustainable economic growth will give India the ability to leapfrog its growth curve. A robust financial services sector will be critical to creating

4 https://www.pib.gov.in/PressNoteDetails.aspx?NoteId=154660 5 https://data.imf.org/en/news/steady%20and%20slow%20decrease%20 in%20global%20annual%20inflation 6 https://tradingeconomics.com/germany/inflation rate/ news/447735#:~:text=Login,More:%20Germany%20Inflation%20Rate 7 https://tradingeconomics.com/germany/inflationrate/ news/447735#:~:text=Login,More:%20Germany%20Inflation%20Rate 8 https://www.ons.gov.uk/economy/inflationandpriceindices/bulletins/ consumerpriceinflation/january2025 9 https://www.bls.gov/opub/ted/2025/theconsumerpriceindexrose30percentfromjanuary2024tojanuary2025.htm#:~:text=The%20 Consumer%20Price%20Index%20rose,U.S.%20Bureau%20of%20

Labor%20Statistics systemic capacity and resilience. Giving wings to the financial services sectors, specific sectors like wealth management, asset management, stock broking, and lending will lead from the front.

The demand for wealth management services in India is set to rise exponentially. Growth in the sector is precipitated by both a rise in the number of households in the country and an increase in total wealth.

We are wellpositioned to scale new heights while maintaining the trust and confidence of those we serve, through a combination of technology, geographic expansion, and nextgeneration engagement.

Continue to create curated solutions for our wealth clients while holistically catering to their nuanced needs.

Leverage the newly acquired broking and research capabilities from B&K Securities to offer a comprehensive suite of capital market services to both existing and new clients across all market segments, including UHNI, HNI, retail, and institutional investors.

The strategic collaboration of 360 ONE and UBS has the potential to further enhance the value proposition and unlock synergies for clients and employees.

We have also sustained our pole position as the employer of choice for our business areas, as is evidenced explicitly by the addition of 100+ senior private bankers and deeply experienced investment professionals over the last 24 months. Our employee retention figures continue to be industryleading, with regrettable attrition at only 5.3% for FY25. We will continue to selectively add talent in specific business growth areas as well as maintain our strategic focus on Technology and Data as we go ahead into FY25 and beyond.

4. DIVIDEND

During the year under review, the Company declared and paid following dividends:

The total dividend for the financial year ended March 31, 2025, amounts to Rs. 6/ per equity share of face value Re. 1/ each, with total outlay under the aforesaid dividends of Rs. 216,68,72,943.50/.

In terms of Regulation 43A of the Securities and

(Accounting, Audit, Transfer and Refund) Rules, 2016

As on March 31, 2025, 14,676 unclaimed equity shares of the Company of face value of Re. 1/ each were lying in IEPF, which were originally allotted by the Company pursuant to composite scheme of arrangement interalia amongst IIFL Holdings Limited and the Company and subsequently adjusted due to (a) subdivision of its equity shares of face value of Rs. 2/ each to face value of Re. 1/ each and (b) bonus issue in the ratio of 1:1 during the financial year 202223. The details of the aforesaid 14,676 unclaimed equity shares of face value Re. 1/ each are available on the website of the Company.

During the year under review, the Company has transferred Rs. 81,118/, being aggregate interim dividends (net of taxes) on the aforesaid 14,676 shares to IEPF. Other than as referred above, during the year under review, the Company was not required to transfer any unclaimed dividend amounts/corresponding shares on which the dividends were unclaimed to IEPF.

5. SHARE CAPITAL AND ISSUE OF SECURITIES:

During the year under review, the Company has issued and allotted 3,42,11,299 equity shares of face value of Re. 1/ each, in the following manner: a) Allotment of 2,22,11,253 fully paidup equity shares of the Company for cash consideration to qualified institutional buyers at an issue price of Rs. 1,013/ per equity share (including a premium of Rs. 1,012/ per equity share) through qualified institutions placement pursuant to approval of shareholders of the Company vide postal ballot on

October 20, 2024; b) Allotment of 3,590,000 fully paidup equity shares of the Company for consideration other than cash, to Times Internet Limited, at an issue price of Rs.

779.93/ per equity share (including a premium of Rs. 778.93/ per equity share) through preferential issue pursuant to approval of shareholders of the

Company at its annual general meeting held on July

11, 2024; and c) Allotment of 8,410,046 equity shares pursuant to exercise of stock options under Employee Stock Options Scheme(s) of the Company.

Accordingly, the total paidup equity share capital of the Company as on March 31, 2025, was Rs. 39,30,73,939/ divided into 39,30,73,939 equity shares of face value Re. 1/ each, increased from Rs. 35,88,62,640/ divided into 35,88,62,640 equity shares of face value Re. 1/ each, as on March 31, 2024.

All the shares issued by the Company rank paripassu in all respects and carry the same rights as existing equity shareholders.

The Company has not issued any shares with differential voting rights and sweat equity shares during the year under review.

Pursuant to Regulation 173A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company had appointed CARE Ratings Limited, as monitoring agency in respect of the aforesaid qualified institutions placement. The details of utilization of funds

raised through the said qualified institutions placement as specified under Regulation 32(7A) of SEBI Listing

Regulations, 2015, during the year under review are provided in the Corporate Governance Report that forms part of the Annual Report.

There was no deviation(s) or variation(s) in the utilization of proceeds of qualified institutional placement as mentioned in the objects of placement document.

6. NONCONVERTIBLE DEBENTURES

Debenture Trustee for the Debentures. Said Debentures were listed on BSE Limited.

As required under SEBI Circular SEBI/HO/MIRSD/ CRADT/CIR/P/2020/207 dated October 22, 2020, the Company had created Recovery Expense Fund in respect of the said Debentures.

7. TRANSFER TO RESERVES

During the year under review, the Company do not propose to transfer any sum to general reserve.

8. DEPOSITS

During the year under review, the Company has not accepted / renewed any deposit within the meaning of

Section 73 of the Act, read with applicable rules thereto.

9. MERGER AND ACQUISITION

During the year under review:

Tribunal for the proposed Amalgamation of MAVM with and into DSL. The aforesaid amalgamation is underway as on the date of this Report.

Further, on May 27, 2025, the Company acquired 100% (hundred percent) of the paid up equity share capital of: (a) Batlivala & Karani Securities India Private Limited

on fully diluted basis. Accordingly, B&K Securities and B&K Finserv have become wholly owned subsidiaries of the Company. B&K Securities Pte. Ltd., Singapore and B&K Securities Limited, England, which are wholly owned subsidiaries of B&K Securities, have become step down wholly owned subsidiaries of the Company.

Accordingly, as on March 31, 2024, the Company had 15 subsidiaries and in view of the above, the Company had 17 subsidiaries as on March 31, 2025 and 21 subsidiaries as on the date of this Report. The details of the subsidiaries of the Company are provided below.

As per the provisions of the Act, read with applicable rules framed thereunder and SEBI Listing Regulations,

March 31, 2025. In accordance with Section 129 of the

Act, the said audited financial statements form part of the Annual Report. The separate statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed format AOC1, is annexed to the said audited consolidated financial statements. The statement also provides financial highlights of the performance and position of each of the subsidiaries and their contribution to the overall performance of the Company. Further details on highlights of performance of the business of various subsidiaries of the Company and their contribution to the overall performance of the Company is elaborated in the Management Discussion and Analysis Report that forms part of the Annual Report.

As at date of this Report, the Company has following subsidiary(ies):

360 ONE Prime Limited

360 ONE Distribution Services Limited

360 ONE Asset Management Limited

360 ONE Asset Trustee Limited

360 ONE Portfolio Managers Limited

360 ONE Investment Adviser and Trustee Services

Limited

360 ONE IFSC Limited

360 ONE Foundation

360 ONE Alternates Asset Management Limited

MAVM Angels Network Private Limited

Moneygoals Solutions Limited (w.e.f. February 6,

2025)

Banayantree Services Limited (step down wholly owned subsidiary) (w.e.f. February 6, 2025)

Batlivala & Karani Securities India Private Limited (w.e.f. May 27, 2025)

Batlivala & Karani Finserv Private Limited (w.e.f.

May 27, 2025)

360 ONE Asset Management (Mauritius) Limited

360 ONE Private Wealth (Dubai) Limited

360 ONE Inc.

360 ONE Capital (Canada) Limited

360 ONE Capital Pte. Limited

B&K Securities Pte. Ltd., Singapore (step down wholly owned subsidiary w.e.f. May 27, 2025)

B&K Securities Limited, England (step down wholly owned subsidiary w.e.f. May 27, 2025) The Policy for Determining Material Subsidiary is available on the website of the Company at https://xdocket.360.one/irassets/360ONEPolicyFor DeterminingMaterialSubsidiary.pdf. The details pertaining to the material subsidiary(ies) of the Company are provided in the Corporate Governance Report which forms part of the Annual Report.

The Company does not have any associate / joint venture / holding company.

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, 2015, the Corporate Governance Report forms part of the Annual Report. The Corporate

Governance Report also contains certain disclosures required under the Act.

The Company has obtained a certificate from Mehta & Mehta, practicing company secretaries, regarding compliance with the conditions of corporate governance as prescribed under SEBI Listing Regulations, 2015 and the said certificate is annexed herewith as Annexure II.

Pursuant to Section 92 read with Section 134 of the Act and rules thereunder, the draft Annual Return of financial the Company in Form MGT7 for the year ended March 31, 2025, is available on the website of the Company at https://xdocket.360.one/irassets/

Annual+Return.pdf.

During the year under review, no Director resigned from the Board and following appointment(s) / cessation(s) took place in the Board of Directors of the Company:

The Board of Directors on recommendation of Nomination and Remuneration Committee, approved the following appointment of independent directors of the Company. In the opinion of the Board, the independent directors of the Company possess innate knowledge, experience, expertise, proficiency and integrity which would be beneficial for the Company: a) Ms. Revathy Ashok (DIN: 00057539) as an Additional, NonExecutive, Independent Director on the Board of the Company with effect from April 23, 2024. Ms. Revathy Ashok has successfully registered herself in the

Further, the shareholders of the Company approved appointment of Mr. Pierre De Weck as NonExecutive Independent Director of the Company for a term of five consecutive years with effect from October 15, 2024 to October 14, 2029 (both days inclusive) via Postal Ballot on December 8, 2024. c) Mr. Sandeep Tandon (DIN: 00054553) as an Additional, NonExecutive, Independent effect Director on the Board of the Company with from January 27, 2025. Mr. Sandeep Tandon has successfully registered himself in the

Further, the shareholders of the Company approved appointment of Mr. Sandeep Tandon as NonExecutive Independent Director of the Company for a term of five consecutive years with effect from January 27, 2025 to January 26, 2030 (both days inclusive) via Extraordinary

General Meeting on February 25, 2025.

(ii) Cessation(s): a) Dr. Subbaraman Narayan (DIN: 00094081), completed his term as an Independent Director with effect from June 24, 2024 and ceased to be an Independent Director of the Company and a member of the Board with effect from June 25, 2024. b) Mr. Nilesh Vikamsey (DIN: 00031213), completed his term as an Independent

Director of the Company and a member of the Board with effect from August 25, 2024. Accordingly, Mr. Nilesh Vikamsey also ceased to be a Chairperson of the Board with from August 25, 2024 and Mr. Akhil Gupta was appointed as a Chairperson of the Board with effect from August 25, 2024. c) Mr. Nirmal Jain (DIN: 00010535) retired by rotation as NonExecutive Director of the Company at the 17^th Annual General Meeting held on July 11, 2024. d) Mr. Venkataraman Rajamani (DIN: 00011919) retired by rotation as NonExecutive Director of the Company at the 17^th Annual General Meeting held on July 11, 2024. e) Mr. Pankaj Vaish (DIN: 00367424), completed his term as an Independent Director of the

Company on January 21, 2025 and ceased to be an Independent Director of the Company and a member of the Board with from January 22, 2025. f) Ms. Geeta Mathur (DIN: 02139552), completed her term as an Independent Director on March

2, 2025 and ceased to be an Independent

Director of the Company and a member of the Board with eff ect from March 3, 2025.

Accordingly, the composition of the Board of the Company as on March 31, 2025, is as follows:

^# nominated by BC Asia Investments X Limited, equity shareholder of the Company.

On January 27, 2025, the Board of Directors of the Company considered and analysed the request letter dated January 27, 2025, received from Mr. Nirmal Bhanwarlal Jain and Mr. Venkataraman disqualified

May 5, 2025.

Further, on June 11, 2025, the shareholders of the Company approved reappointment of Mr. Karan Bhagat (DIN: 03247753) as Managing Director of the Company, for a period of five years commencing from July 27, 2025 to July 26, 2030 (both days inclusive) and payment of remuneration to him. Subsequently, on July 17, 2025, the Board based on the recommendation of the Nomination and Remuneration Committee, approved appointment of Mr. Saahil Murarka (DIN: 06717827) as an Additional, NonExecutive, NonIndependent Director of the Company with from Thursday, July 17, 2025. The Board recommended appointment of Mr. Saahil Murarka as a NonExecutive, NonIndependent Director of the Company, to the shareholders of the Company for their approval at the ensuing Annual General Meeting.

All the Independent Directors of the Company have submitted the requisite declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. Based on the declarations provided by the Independent Directors, the Board is of the opinion that all the Independent Directors fulfill the conditions specified in SEBI Listing Regulations,

2015 and the Act, and are independent of the management.

All the Directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not from being appointed as Directors in terms of Section 164 of the Act

Details of the Familiarization Programme are provided in the Corporate Governance Report, which forms part of the Annual Report and are also available on the website of the Company at https:// xdocket.360.one/irassets/360ONEWAM FamiliarizationProgramme202425ID.pdf. b. Directors retiring by rotation

In accordance with the provisions of the Act,

Mr. Rishi Mandawat, NonExecutive Nominee Director (DIN: 07639602), shall retire by rotation at the ensuing Eighteenth Annual General Meeting

The necessary resolution for his reappointment and his brief is included in the notice convening the 18^th AGM. c. Meetings of the Board of Directors

During the year under review, 8 (eight) meetings of the Board of Directors of the Company were held. The necessary quorum was present for all the meetings. The maximum interval between any two consecutive meetings did not exceed one hundred and twenty days as per the provisions of the SEBI

Listing Regulations, 2015 and the Act.

In compliance with the provisions of the Act and

Regulation 25 of SEBI Listing Regulations, 2015, a separate Meeting of Independent Directors of the

Company was also held on March 31, 2025. The details of the said meetings are provided in the

Corporate Governance Report, which forms part of the Annual Report.

The Board has constituted following Committees: (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Corporate Social Responsibility and

Environment, Social and Governance

Committee,

(iv) Stakeholders Relationship Committee, (v) Risk Management Committee, and (vi) Information Technology Strategy Committee.

The details inter alia including the composition, terms of reference and meetings held during the year under review of the aforesaid Committees, are provided in the Corporate Governance Report, which forms part of the Annual Report. e. Annual performance evaluation:

Pursuant to the provisions of the Act and SEBI Listing Regulations, 2015, the Board took note of the annual performance evaluation results as collated by the Nomination and Remuneration

Governance Report, which forms part of the Annual Report. The results of the performance evaluation was assessed and discussed by the

Board at its meeting. The suitable feedback was conveyed to the Board members and the management.

Pursuant to the provisions of the SEBI Listing Regulations, 2015, the Audit Committee evaluates the performance of Statutory Auditors, Secretarial Auditors and Internal

Auditors of the Company on an annual basis. f. Key Managerial Personnel

Mr. Karan Bhagat, Managing Director,

Mr. Sanjay Wadhwa, Chief Financial Officer and

Mr. Rohit Bhase, Company Secretary and Compliance Officer.

On June 11, 2025, the shareholders of the Company approved reappointment of Mr. Karan Bhagat as

Managing Director of the Company, for a period of 5 (five) years commencing from July 27, 2025 to July 26, 2030 (both days inclusive) and payment of remuneration to him.

Our vision for Foundation, through which the Company and its subsidiaries primarily undertake their CSR activities, is to bring about a positive change in the lives of underprivileged individuals and communities by enabling a strategic and collaborative partnership to maximize the social impact. We believe that meaningful impact can be achieved through effective collaboration.

CSR activities of the Company is annexed herewith as

Annexure III.

As we move forward in our social impact journey, we wish to evolve towards a more strategic and impactful model for our CSR where we envision our role in mobilizing both philanthropic capital and other types of capital to create more collaborative, meaningful, sustainable solutions that uplift lives of underserved and underrepresented individuals and communities.

This will also enable a multiplier effect for our funds and make our programmes sustainable in the long run.

The details of remuneration paid to the Directors of the

Company, during the year under review, are provided in the Corporate Governance Report, which forms part of the Annual Report.

The disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure V.

Further, a statement showing names and other particulars of employees drawing remuneration in excess of the limits as set out in Rules 5(2) and 5(3) of the aforesaid Rules, forms part of this Report. However, in terms of Section 136 of the Act and the aforesaid

Rules, the Annual Report and financial statements are being sent to the members and others entitled thereto, excluding the said statement. Members interested in obtaining a copy thereof, may write to the Company

Secretary at secretarial@360.one.

Further, the Managing Director of the Company did not receive remuneration from any of the subsidiaries of the Company.

Further, the Company has complied with the provisions of the Maternity Benefit Act, 1961, read with rules framed thereunder, as amended from time to time.

Further, the number of employees of the Company as on March 31, 2025, were as follows:

Female 12 Male 28 Transgender Nil

The employee stock options granted to the employees of the Company and its subsidiaries currently operate under the following schemes which are prepared interalia as per the provisions of Securities and Exchange Board of India (Share Based Employee Benefits)

IIFL Wealth Employee Stock Option Scheme 2015

IIFL Wealth Employee Stock Option Scheme 2019

IIFL Wealth Employee Stock Option Scheme 2021

IIFL Wealth Employee Stock Option Scheme 2022

360 ONE Employee Stock Option Scheme 2023

During the year under review, there was no material variation in the aforesaid Schemes. All the aforesaid

>Schemes are in compliance with applicable ESOP Regulations.

In compliance with Regulation 13 of the SBEB & SE Regulations, the Company has obtained a certificate from the Secretarial Auditor viz. Mehta & Mehta, Practicing Company Secretaries, to the that the

Schemes have been implemented in accordance with the applicable ESOP Regulations, and the same shall be available for inspection without any fee by the members of the Company, on all working days at the registered office of the Company up to the date of the Annual

The disclosure as required under the applicable ESOP

Regulations and the Act, for the aforesaid Schemes, in respect of the year ended March 31, 2025 (including number of options granted, exercised and lapsed during the year), is placed on the website of the Company at 360.one/investorrelations.html.

SBEB & SE Regulations, considering the recommendation of Nomination and Remuneration Committee and subject to the approval of the shareholders of the

Company. Accordingly, special resolution(s), proposing approval for formation of 360 ONE Employee Stock Option Scheme 2025 for the employees of the Company and the subsidiary company(ies) of the Company, shall be placed before the shareholders of the Company for their approval at the ensuing Annual General Meeting.

The risk management framework of the Company is defined in the Board approved Risk Management Policy and it addresses the key foreseeable risks that the Company is likely to experience in the course of its business as well as mitigating factors that have been implemented to manage the said risks. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives, which includes a risk management team at the organisation level, and dedicated teams at key regulated subsidiaries like Asset Management & the NonBanking Finance Company. Key risks are identified, documented and discussed at the Audit Committee, Risk Management Committee and/or Board of Directors of the Company. The key risks are addressed through mitigation actions on a continuous basis and in the opinion of the Board there are no risks which may threaten the existence of the Company. The internal processes are designed to ensure adequate checks and balances and regulatory compliances at every stage.

Authority matrices are defined flowing down from the Board of Directors, to provide authority to approve various transactions.

The Company has in place adequate internal controls with reference to financial statements and operations and the same are operating effectively. These are encapsulated in the Risks & Controls Matrix (RCM). The Internal Auditor tested the design and effectiveness of the key controls and no material weaknesses were observed in their examination. Further, statutory auditor verified the Design and Implementation (D&I) of controls and tested the operating effectiveness of controls for material transactions, account balances and disclosures and have confirmed that they do not have any significant or material observation in relation to deficiencies in design and / or effectiveness of controls. The Audit Committee also holds oneonone sessions with the statutory auditor of the Company.

The Risk Management Policy of the Company specifying the risk governance structure, key risks and mitigation measures, is available on its website at https://xdocket.360.one/irassets/360ONERisk ManagementPolicy.pdf.

As the term of Deloitte Haskins & Sells LLP as the Statutory Auditors of the Company expires at the conclusion of 18^th AGM, the Board of Directors of the Company at its meeting held on October 21, 2024, based on the recommendation of the Audit Committee, recommended to the Members of the Company, appointment of S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 301003E/ E300005), as the Statutory Auditors of the Company, for a term of five consecutive years from the conclusion of ensuing 18^th AGM till the conclusion of the 23^rd AGM. Accordingly, an ordinary resolution, proposing appointment of S.R. Batliboi & Co. LLP, as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, shall be placed before the shareholders of the Company at the 18^th AGM. S.R. Batliboi & Co. LLP have confirmed their eligibility to be appointed as auditors of the Company in terms of Section 141 of the Act.

The reports of the Statutory Auditors on standalone and consolidated financial statements of the Company form part of the Annual Report.

There are no qualifications, reservations, adverse remarks or disclaimers by the Statutory Auditors in their reports for the financial year ended March 31, 2025.

During the year under review, the Statutory Auditors has not reported any incident of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

Pursuant to the provisions of Section 204 of the Act read with rules thereunder and amended Regulation

24A of the SEBI Listing Regulations, 2015, the Board of Directors of the Company at its meeting held on

April 23, 2025, based on the recommendation of the

Audit Committee, has recommended to the Members of the Company, appointment of Mehta & Mehta, practicing company secretaries (Firm Registration Number: MU000019250), a peer reviewed firm, as Secretarial Auditors of the Company, for a period of consecutive years, commencing from financial year 202526 to financial year 202930. Accordingly, an ordinary resolution, proposing appointment of Mehta

& Mehta, as the Secretarial Auditors of the Company for a term of five consecutive years pursuant to SEBI

Listing Regulations, 2015, shall be placed before the shareholders of the Company at the ensuing 18^th AGM. Mehta & Mehta have confirmed their eligibility to be appointed as secretarial auditors of the Company as per the provisions of applicable laws.

During the year under review, the secretarial audit was conducted by Mehta & Mehta, practicing company secretaries. The report of the secretarial audit is annexed herewith as Annexure VI The qualifications, reservations, adverse remarks . or disclaimers mention in the said report along with explanations or comments by the Board on same are as follows:

As per Regulation 24A(2) of the SEBI Listing Regulations, 2015, the Company has submitted the Annual Secretarial Compliance Report for financial year ended March 31, 2025, to the stock exchanges within the prescribed time and the same is available on website of the stock exchanges i.e. BSE Limited at www.bseindia.com, National Stock Exchange of India Limited at www.nseindia.com and on the website of the Company.

With reference to Master Direction on Foreign Investment in India and circulars issued thereunder by Reserve

The details of loans, guarantees or investments made as required under Section 186 of the Act and Schedule V of the SEBI Listing Regulations, 2015, are provided in the standalone financial statements of the Company, which forms part of the Annual Report.

The transactions with related parties are disclosed by way of notes to accounts in the standalone financial statements of the Company for the financial year ended

March 31, 2025, which forms part of the Annual Report.

Further, as per Regulation 23(9) of the SEBI Listing Regulations, 2015, the Company filed the necessary disclosures on related party transactions with the stock exchanges within statutory timelines.

Board of Directors of the Company. The RPT Policy provides for identification of related party transactions, necessary approvals by the Audit Committee / Board / Shareholders, reporting and disclosure requirements in compliance with the provisions of the Act and SEBI Listing

Regulations, 2015. The latest RPT Policy is available on the website of the Company at https://xdocket.360. one/irassets/360ONEWAMRPTPolicy.pdf.

In terms of the provisions of Regulation 34 of the SEBI

Listing Regulations, 2015, the Management Discussion and Analysis Report forms part of the Annual Report.

The information on energy conservation, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is appended below: a. Conservation of energy:

The Company is engaged in providing financial services and as such its operations do not account for substantial energy consumption. However, the Company takes all possible measures to conserve energy and reduce its carbon footprint. Several environment friendly measures adopted by the Company include:

VRV (Variable Refrigerant Volume) in new projects,

Energy efficient UPS racks have replaced legacy

UPS system,

Minimizing airconditioning usage,

Procuring 100% green energy at our Mumbai Head office,

Shutting off all the lights and airconditioners when not in use, and

The management frequently puts circulars on corporate intranet and digital boards in common areas for the employees, educating them on ways and means to conserve electricity and other natural resources and encourages adherence of the same. For further details, please refer to the Business Responsibility and

Sustainability Report which forms part of the Annual Report. b. Technology absorption and innovation:

The management understands the key role that technology plays in enabling the business and in driving growth. It operates and lays utmost emphasis on deploying scalable, always on and platforms and products to ensure a great and sustained customer and employee experience. With a cloud first, API first and data first philosophy, we are moving towards a highly scalable, highly flexible, high performance business. The Company has also made significant strides in providing rapid and scalable rampup and rampdown of capacity by adopting cloud technologies. The foundational integrity helps us add and remove entities and capabilities at speed, with a high level of flexibility without impacting daily operations.

The management keeps itself abreast of technological advancements in the industry and ensures continued and sustained efforts towards adoption of technology of the same to meet the business needs and objectives.

With a goal towards data democratization, rapid response to regulatory shifts, API first and serviceoriented architecture, the management has invested considerable resources in deploying the latest technologies. We have implemented our data warehouse on Snowflake and master data management which includes one of the most complex securities reference data hubs. The data lake, data warehouse, Master Data Management

We have released our first set of native AI capabilities that are transforming research. We are on path to soon releases native AI and conversational capabilities for all stakeholders across all channels (WhatsApp, Web,

Salesforce, MS Teams, etc.)

The management is aware of increasing threats in the information security domain and has taken several steps to ensure that the Company is safeguarded against cyber security attacks, data leakage and security breaches. It has ensured that the Company is at all times compliant with both regulatory and technological controls. Organization has adopted a multilayered security approach by implementing security controls for addressing people, process and technology risks. c. Research and Development (R&D):

The Company and its subsidiaries are mainly engaged in distribution of various financial products and advising clients on wealth management through mutual fund and alternative investment fund platform, which entails internal research of investment products, sectors and markets. d. Foreign Exchange Earning and Outgo:

The foreign exchange earning during the financial year ended March 31, 2025, was Rs. 25,59,29,971/ and the foreign exchange expenditure during financial year ended March 31, 2025, was Rs. 158,91,66,958/.

The Company is committed to provide a work environmentt that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promote work environment that is conducive to the professional growth of its women employees and encourages equality of opportunity. The Company will not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its women employees are not subjected to any form of harassment.

Redressal) Act, 2013.

The said policy of the Company interalia specifies details on the reporting, redressal and enquiry process. The latest policy is available on the website of the Company at https://xdocket.360.one/irassets/360ONE PreventionofSexualHarassmentandComplaint ProcedurePolicy.pdf.

All the employees of the Company (including as a part of induction training) undergo a detailed ELearning module on prevention of sexual harassment and complaint procedure followed by a quiz. The Board is informed periodically on the complaints, if any, reported on sexual harassment. Further details in relation to compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder, are provided in the Business

Responsibility and Sustainability Report which forms part of the Annual finally, Report.

Pursuant to the requirement under Section 134 of the Act, it is hereby confirmed that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the of the Company for that period; suff c) the Directors had taken proper and care for the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; e) the Directors financialhad laid down internal controls to be followed by the Company and that such internal controls are adequate and are operating effectively; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The internal control system works through three lines of defence: the frontline managers who ensure that policies and controls are implemented properly and effectively; control functions like Risk Management, Compliance and Finance who put in place the necessary policies and controls; and internal audit, which checks that controls are effective and policies and procedures are complied with in day to day operations.

Hence, the internal control system is regularly tested and reviewed by the Internal Auditors, which is an independent external firm working closely with the Risk Management team and the Audit Committee of the Board. The Audit Committee of the Company reviews the internal audit plan for each year and approves the same in consultation with the management and Internal Auditors. The internal audit plan broadly covers key business areas, information technology, finance and accounts, treasury & banking operations, legal compliance & secretarial, conflict of interest management and human resource & payroll of the Company. Significant audit observations (including those pertaining to subsidiaries) and action taken reports thereon are reviewed by the Audit Committee on a quarterly basis. The Audit Committee also approves the appointment and remuneration of the Internal Auditors of the Company to ensure independence.

The Company also has a Policy on Vigil Mechanism and Whistle Blower Mechanism which defines a mechanism for its stakeholders to raise concerns internally and to disclose information, which the individual believes shows malpractice, serious irregularities, fraud, unethical business conduct, abuse or wrongdoing or violation of any Indian law and to protect such stakeholder from retaliation or discrimination. As per this policy, the

The Board of Directors affirms that the Company has complied with the applicable and mandatory Secretarial

Standards issued by the Institute of Company Secretaries of India.

Further, SEBI vide its Circular dated 12th July, 2023, has provided a format for BRSR Core (consisting of a set of Key Performance Indicators (KPIs) / metrics under 9 attributes) for reasonable assurance. The Company has voluntarily undertaken (a) Independent reasonable financial assurance of BRSR Core for the year 202425 and (b) limited level of assurance for the nonfinancial disclosures in BRSR, and accordingly appointed Rathi &

Associates, Company Secretaries as assurance provider for BRSR Core for financial year 202425. The assurance statement on BRSR Core issued by an Independent third party firm namely Rathi & Associates, Company

Secretaries forms part of the Annual Report.

During the year under review, the Company released its 2^nd Sustainability Report highlighting the efforts undertaken by the Organisation to enhance the efficiency of our operations, systems and processes while maximizing value for our stakeholders. From environmental conservation and social impact to diversity and inclusion, corporate governance and ethical business practices, our report for the financial year 202324, reflected our dedication to creating a more sustainable future and the same is available on the website of the Company.

In terms of the provisions of Section 134 of the Act, an update on risk management is set out in the Management

Discussion and Analysis Report.

In terms of the requirements of the Act and SEBI Listing Regulations, 2015, the Company has adopted

The Company has adopted a Policy on Vigil Mechanism and Whistle Blower Mechanism and has established the necessary vigil mechanism for employees, directors, suppliers, service providers and contractual staff to raise genuine concerns about unethical behavior, actual or suspected fraud or violation of the policies.

The Policy on Vigil Mechanism and Whistle Blower

Mechanism provides for nature of issues covered, available reporting channels to report an incident, steps alongwith expected timelines for resolving concerns reported and measures available to safeguard against victimization of the whistle blower who avails of such mechanism. As per the said Policy, direct access to the

Chairperson of the Audit Committee will be provided to the Whistle Blower, should the Whistle Blower so require, in appropriate or exceptional cases. The Policy on Vigil Mechanism and Whistle Blower Mechanism is available on the website of the Company at https://xdocket.360.one/irassets/360ONEPolicyonvigil mechanismandwhistleblowermechanism.pdf.

To facilitate reporting of any concerns without any hesitation, and maintaining of anonymity, the Company has engaged an external independent agency for managing ethics helpline under the whistle blower mechanism and also conducts regular awareness campaigns throughout the year.

None of the whistle blowers are denied access to the

Audit Committee. No whistle blower complaint was received by the Company during the year under review.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year under review and date of this report.

During the year under review:

There was no revision in the financial statements of the Company;

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of

Section 148(1) of the Act were not applicable for the business activities carried out by the Company;

Your Directors would like to place on record their gratitude for the valuable guidance and support received from regulatory agencies. Your Directors acknowledge the support of the members and also wish to place on record their appreciation for employees for their commendable efforts, teamwork and professionalism, especially during the difficult times of the pandemic.

Sd/ Sd/

Date: July 17, 2025 Place: Mumbai

Clause 43A of SEBI Listing Obligations & Disclosure Requirements, 2015 mandates that top 500 Companies (in terms of market capitalization) need to have a Dividend

Distribution Policy in place.

The Board of Directors of the Company at its meeting held in October 2016 had adopted the policy of IIFL Group, IIFL

Holdings Limited being then the holding company.

This is the updated policy for 360 ONE WAM LIMITED

(Company) and its subsidiaries (360 ONE Group), the Company being a listed company and in top 500 list of companies. This policy is to put into place the norms for the determination and declaration of dividend on equity capital by 360 ONE

Group. While considering distribution and payment of dividend, the Company will ensure compliance with all the applicable provisions of the law including provisions of the Companies Act, SEBI, RBI, and Income Tax Rules and

Regulations.

1. For 360 ONE WAM LIMITED, the total dividend payout for any financial year will generally be between 50% and 75% (including applicable taxes on distribution of Dividend) of the consolidated profit after tax of the Company after Minority Interest.

2. At the Subsidiary level, the total dividend payout can be up to 100% of the respective consolidated /standalone profit after tax of the respective subsidiary. The Board shall critically analyze various factors and parameters as detailed below, to decide on declaration of dividend in percentage range mentioned above or in variance to above.

Factors/ parameters that would be considered while declaring Dividend I. The financial parameters that shall be considered while declaring dividend

While considering the total dividend at Holding Company and at each of the Subsidiaries the following will be taken into account: a) The business plan and actual performance, the capital requirements, free cash flow, debt equity ratio (considering new capital, ESOPs, retained earnings, minimum net worth requirements as per respective regulatory requirements etc.) b) Adequacy of profits including the accumulated balance in Profit & Loss account and c) Taxes on dividend.

The Board may consider a higher distribution with adequate justification or on special occasions. II. The circumstances under which the shareholders: i) May expect dividend: a) Surplus in Profit & loss (P&L) Statement b) Profits in any Financial Year are more than 10% of the equity capital of the Company. ii) May not expect dividend: a. If there are losses as per P&L Statement (including accumulated balance in P&L account) b. Profit in the any Financial Year is less than 10% of the equity capital. c. If the total income from business/PAT from its ordinary activities in any Financial Year declines by more than 75% from the previous year. d. If the business is seriously affected and visibility is uncertain. III. Internal and external factors that shall be considered for declaration of dividend: i. Internal Factors: a. Projected investment in business/new business b. Projected investments in Subsidiaries/ Associates in the year and next year. c. Networth/Capital adequacy as required under respective Regulatory requirements. ii. External Factors: a. State of Economy/Industry/business b. Statutory Taxes/levies Changes in income tax rates, DDT etc. IV. The retained earnings shall be utilized for: i) Proposed Capital expenditure ii) Investments/acquisitions iii) General corporate purposes including contingencies iv) Capital restructuring

V. Parameters that shall be adopted with regard to various classes of shares:

The Company has only one class of equity shareholders at present.

The Board shall review and amend this Policy as and when required. Any subsequent amendment/modification in the regulation and/or other applicable laws in this regard shall automatically apply to this policy.

Sd/ Sd/

Date: July 17, 2025 Place: Mumbai

1. Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the

^#Ms. Revathy Ashok, Mr. Pierre De Weck and Mr. Sandeep Tandon were appointed as Independent Directors of the Company with effect from

2. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year under review:

3. Percentage increase in the median remuneration of employees in the financial year under review: 11.61%

4. Number of permanent employees on the rolls of Company at the end of the financial year: 40

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

For employees other than managerial personnel who were in employment for the whole of FY 202324 and 202425, the average percentile increase is 9.37% and managerial personnel 12.39%.

6. Affirmation that the remuneration is as per remuneration policy of the Company:

The Company is in compliance with its Nomination and Remuneration Policy.

Note: The aforementioned ratios and percentages of remuneration are calculated basis fixed remuneration paid in respect of the financial years 202324 and 202425.

Sd/ Sd/

Date: July 17, 2025 Place: Mumbai

This Policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been approved by the Nomination and Remuneration

The objectives and purpose of this Policy are:

1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director of the Company; 2. To recommend to the Board, policy relating to the remuneration of the Directors, KMP, Senior Management and other employees; and

3. To set out the criteria for evaluation of performance of Directors, Board and the committees.

Act, 2013.

All terms used in this Policy but not defined herein shall have the meaning assigned to such terms in the Companies Act, 2013 and / or SEBI LODR, as applicable. In case of any conflict between the applicable meanings assigned to such term under the Companies Act, 2013 and SEBI LODR, the term shall be interpreted in such manner that ensures compliance with both Companies Act, 2013 and SEBI LODR.

Unless the context otherwise requires, words in the singular include the plural and vice versa and any gender includes every gender.

To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management of the Company.

To recommend to the Board on policy on remuneration payable to the Directors, Key Managerial Personnel, Senior Management and other employees of the Company.

Board and provide necessary report to the Board for further evaluation of the Board.

Independent Directors and the Board.

To devise a policy on Board diversity.

The Committee shall recommend the appointment / reappointment of the Directors, KMP and Senior Management of the Company to the Board, basis the criteria specified hereunder for upto such term as may be permissible under the Applicable Laws.

1. Appointment Criteria and Qualifications: a) Criteria for appointment of Director, KMP or Senior Management of the Company

(i) A person being appointed as a Director,

KMP or in Senior Management should possess adequate qualification, expertise and experience for the position he / she is considered for appointment.

(ii) The Committee shall ensure that appointment of Directors is in line with the Board Diversity Policy of the Company, which is available on website of the Company. b) Independent Director:

(i) The Committee shall recommend the appointment of KMP and Senior Management of the Company to the Board for its approval. (ii) In case of appointment of Chief Financial Officer of the Company, Audit Committee should also recommend the said appointment to the Board for its approval. (iii) In case of appointment of Managing Director

/ WholeTime Director of the Company, the Committee shall recommend the said appointment to the Board subject to approval of shareholders of the Company, as may be required under the Applicable Laws.

2. Removal:

Due to reasons for any disqualification mentioned in the Act or under any other Applicable Laws, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act / Applicable Laws.

3. Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position

/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

VI. REMUNERATION: A. Directors: a. Executive Directors (Managing Director, Manager or WholeTime Director):

(i) At the time of appointment or reappointment and during their tenure, the Executive Directors shall be paid such remuneration as may be recommended by the Committee to the Board for its approval within the overall limits prescribed under the Companies Act, 2013 and SEBI LODR and approved by the shareholders of the Company from time to time. (ii) The remuneration shall be subject to the approval of the members of the Company as per the requirement of the Applicable Laws. (iii) The remuneration of the Manager/ Chief Executive Officer / Managing Director/ WholeTime Director is broadly divided into fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company. In determining the remuneration (including the fixed increment and performance bonus), the Committee shall consider the following:

(i) The NonExecutive Independent Director may receive fees for attending meeting of Board or committee(s) thereof. Provided that the amount of such fees shall not exceed Rupees One Lac per meeting of the Board or committee or such amount as may be prescribed under the Applicable laws.

(ii) A NonExecutive Director may be paid commission on an annual basis, of such sum as may be approved by the Board on the recommendation of the Committee.

(iii) The Committee may recommend to the Board, the payment of commission, to reinforce the principles of collective responsibility of the

Board.

(iv) In determining the quantum of commission payable to the Directors, the Committee shall make its recommendation after taking into consideration the overall performance of the

Company and the onerous responsibilities required to be shouldered by the Director. (v) The total commission payable to the Directors shall not exceed prescribed limits as specified under Companies Act, 2013 and SEBI LODR and approved by the shareholders of the

Company from time to time.

(vi) The commission shall be payable on prorate basis to those Directors who occupy office for part of the year.

B. KMP & Senior Managerial Personnel of the Company:

The remuneration to the KMP and Senior Management

Personnel will be approved by the Board on the recommendation of the Committee, based on following guidelines: a. Maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the cials working of the Company; b. Remuneration should be reasonable and sufficient to attract, retain and motivate KMP and Senior Management; c. Remuneration payable should comprise of a fixed component and a performance linked variable based on the extent of achievement of individual performance visavis overall performance of the

Company; d. Remuneration shall be also considered in form of long term incentive plans for key employees, based on their contribution, position and length of service, in the nature of ESOPS/ESPS etc.

The Remuneration for other employees would be as per compensation structures and policies as may be determined and reviewed by the Company from time to time, with an objective of attracting, retaining and motivating them with appropriate balance of fixed and performance linked pay.

The Committee shall carry out evaluation of performance of Board, its committees and the Directors at regular interval (yearly) as per the Applicable Laws under the guidance of the Chairperson of the Committee. The Committee shall also formulate and provide criteria for evaluation of Independent Directors and the Board as a whole, if applicable.

The composition of the Committee shall be in accordance with the Applicable Laws and as approved by the Board from time to time. The Chairperson of the Committee shall be an Independent Director. The Chairperson of the Company shall not be a Chairman of the Committee. The term of the Committee shall be continued unless terminated by the Board of Directors.

The meeting of the Committee shall be held at such regular intervals as may be required. The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

The Company Secretary of the Company shall act as Secretary of the Committee. In absence of Company Secretary, the Committee may designate any other or any of the members of the Committee who shall act a Secretary of the Committee.

The Board shall review and amend this Policy as and when required as per the Applicable Laws and/or upon recommendation of the Committee.

Any subsequent amendment / modification in the

Applicable Laws in this regard, shall prevail over the Policy and automatically apply to this Policy and the

Policy shall stand amended to that extent.

Sd/ Sd/

Date: July 17, 2025 Place: Mumbai