Your Directors have pleasure in presenting the Eighteenth Annual Report of 360 ONE WAM LIMITED ("Company") together
with the Audited Financial Statements for the year ended March 31,2025.

1. FINANCIAL RESULTS

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

Consolidated Financial Results (Rs. in Crores)

Standalone Financial Results (Rs. in Crores)

2. REVIEW OF BUSINESS AND OPERATIONS

For the financial year ended March 31, 2025 ("FY25"),
the Company reported its highest ever annual profit
after tax ("PAT"), at Rs. 1,015 Crores. Total assets under
management ("AUM") increased to Rs. 5,81,498 Crores
as on March 31, 2025, up 24.5% year-on-year ("YoY").
This growth was aided by strong ARR net flows at Rs.
25,974 Crores during the year under review.

Further, the overall ARR AUM stood at Rs. 2,46,828
Crores, while ARR AUM of our wealth management
("Wealth") stood at Rs. 1,62,433 Crores, up 26.7% YoY,
even as the ARR AUM of asset management ("AMC")
business stood at Rs. 84,395 Crores, up 16.8% YOY.

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 firm. 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
Crores. We expect the employee costs-to-Income ratio
to gradually settle down over in the near future as the
new business initiatives and incoming teams begin to
turn productive. Our overall Cost-to-Income ratio stood
at 45.9% in FY25 as against 48.7% in the financial year
ended March 31,2024 ("FY24").

Our tangible return on equity ("RoE") was at 24.3% in
FY25, vis-a-vis 30.1% in FY24. The reduction in tangible
RoE was on account of the capital raised by way of the
Qualified Institutional Placement (QIP) in October 2024.
The funds have been largely deployed for the growth of
our lending and Alternates' businesses.

Segment-wise, our wealth management division
witnessed a rise in Revenue from Operations to Rs.
1,845 Crores, from Rs 1,362 Crores in FY24, with
the ARR revenue rising to Rs. 1,101 Crores from Rs.
844 Crores in FY24. Further, the transaction based
revenue ("TBR") for this segment stood at Rs. 744
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
vis-a-vis 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.

In FY25, in recognition of its premier positioning, business
impact and leadership excellence, 360 ONE received
20 awards, including India's Best Wealth Manager by
Euromoney Private Banking, Best Private Bank - India
by Asian Private Banker, and Best Structured Finance
House by Finance Asia Achievement Awards 2024.

Lastly, 360 ONE Foundation reinforces 360 ONE's
commitment to leveraging its core competencies
to maximize both financial and social returns. The
Foundation has pioneered a more catalytic approach
towards CSR powered by blended finance and outcome-
based financing to deliver measured outcomes and
exponential impact for underserved communities.

3. MACROECONOMIC OVERVIEW
YEAR IN REVIEW

The Indian economy continued its upward momentum,
growing at an estimated rate of 6.5% in FY 2024-25¹,
and maintaining its position as one of the fastest-growing
major economies globally. Currently, it ranks as the 4^th
largest economy in the world and is estimated to become
the world's 3^rd largest economy with a projected GDP of
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,

• Strong performance in manufacturing and services,
underpinned by the PLI schemes, and

• Ongoing digital and infrastructure push by the
government.

Inflation remained within the RBI's comfort band, with
March 2025 CPI inflation at 3.36%³, indicating continued
moderation in food prices. Core inflation also stayed
benign, reflecting stable demand-side pressures. The
RBI maintained a neutral to slightly accommodative
stance, balancing growth needs with price stability,
amidst global uncertainties and domestic resilience.

India's total exports have shown remarkable growth
over the past decade, rising from USD 468 billion in
2013-14 to USD 825 billion in 2024-25, marking a
substantial increase of approximately 76%. More

1 https://www.pib.gov.in/PressReleasePage.aspx⁹PRID=2132688

2 https://www.pib.gov.in/PressNoteDetails.aspx⁹NoteId = 154660

3 https://www.mospi.gov.in/sites/default/files/press_release/CPI_
PR_13May25.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 goods-based
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 electronics¹.

GLOBAL INFLATION

Global annual inflation trickled to 4.7% in January 2025,
down from 4.8% in December 2024. Inevitably, regional
disparities persist².

Exhibit' Regional annual inflation

Source: IMF

In Germany, inflation eased to 2.3% in January 2025,
from 2.6% in December 2024³. Further, the European
Union (EU) harmonised CPI stood at 2.8%, maintaining
the same pace as in December 2024⁴. 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 rates⁵. Across the pond, the CPI in the
United States rose to 3% in January 2025 from 2.9% in
December 20 24⁶.

FUTURE BUSINESS OUTLOOK

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

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 affluent
households in the country and an increase in total
wealth.

We are well-positioned to scale new heights while
maintaining the trust and confidence of those we serve,
through a combination of technology, geographic
expansion, and next-generation engagement.

STRATEGIC IMPERATIVES FOR 360 ONE WAM
LIMITED

• 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.

• Utilise ET Money's well-established digital
platform and extensive reach to penetrate the mass
affluent market segment, offering tailored wealth
management solutions and exploring cross-selling
opportunities with 360 ONE's existing range of
products and services.

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

• Prioritise the development and promotion of
alternative investment products and sustainable
investment options to align with the evolving
preferences and demands of HNIs.

• Leverage existing capabilities to attract institutional
and family office capital for 360 ONE's asset
management business.

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 industry-leading, 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
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations, 2015"), the Company has adopted
the Dividend Distribution Policy which is annexed
herewith as Annexure I and is available on the website
of the Company at https://x-docket.360.one/ir-
assets/360ONE_Dividend_Distribution_Policy.pdf.

Further, pursuant to the applicable provisions of
the Companies Act, 2013 (the "Act"), read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), all unpaid or unclaimed dividends are
required to be transferred by the Company to Investor
Education Protection Fund ("IEPF") established by the
Government of India, after completion of seven years.
Further, according to the IEPF Rules, the shares on
which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more, shall
also be transferred to the demat account of IEPF.

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 inter-
alia amongst 11FL Holdings Limited and the Company
and subsequently adjusted due to (a) sub-division 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 2022-23. 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 paid-up 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 paid-up 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 paid-up 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 pari-passu 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. NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has not
issued any debt securities. During financial year 2021¬
22, the Company had issued and allotted 2,498 rated
secured redeemable principal protected market linked
non-convertible debentures ("Debentures") of face
value Rs. 10,00,000/- each, aggregating to nominal
value of Rs. 249,80,00,000/- on a private placement
basis in various tranches, which became due for
redemption on May 15, 2025, and were duly redeemed
by the Company. Beacon Trusteeship Limited was the
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.

During the year under review, the Company was not
qualified as a 'large corporate' as per applicable SEBI
guideline(s) and circular(s).

As at March 31, 2025, the Company had issued
commercial paper ("CPs") with an outstanding amount
of Rs. 936,00,00,000/- (Rupees nine hundred thirty six
crores only).

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:

1. On February 6, 2025, the Company acquired 100%
(hundred percent) of the paid up equity share
capital of Moneygoals Solutions Limited ("MGSL")
on fully diluted basis. Accordingly, MGSL has
become a wholly owned subsidiary of the Company.
Banayantree Services Limited ("BTSL") is a wholly

owned subsidiary of MGSL. Accordingly, BTSL has
become a step down wholly owned subsidiary of
the Company.

2. 360 ONE Distribution Services Limited ("DSL") and

MAVM Angels Network Private Limited ("MAVM"),
the wholly owned subsidiaries of the Company, at
their respective meetings of the board of directors
held on September 26, 2024, considered and
approved the scheme of amalgamation under
Section 230 to 232 and other applicable
provisions of the Act and the rules and regulations
made thereunder, of MAVM with and into DSL
("Amalgamation"). On March 25, 2025, an
application was filed with National Company Law
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
("B&K Securities"), and

(b) Batlivala & Karani Finserv Private Limited ("B&K
Finserv")

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.

10. DETAILS OF SUBSIDIARIES

As per the provisions of the Act, read with applicable
rules framed thereunder and SEBI Listing Regulations,
2015 and applicable Indian Accounting Standards ("Ind
AS"), the Board of Directors at its meeting held on April
23, 2025, approved the audited standalone financial
statements of the Company for the financial year ended
March 31, 2025 and the audited consolidated financial
statements of the Company and its subsidiaries {except
360 ONE Foundation}, for the financial year ended
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
AOC-1, is annexed to the said audited consolidated
financial statements. The statement also provides
highlights of the performance and financial 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.

In accordance with the provisions of Section 136 of the
Act, the Annual Report including the aforesaid audited
financial statements and other related documents, are
placed on the website of the Company at www.360.one.
The audited financial statements of the subsidiaries of
the Company for the financial year ended March 31,
2025, are also available on the website of the Company
at www.360.one. The members may download the
aforesaid documents from the Company's website
or may write to the Company for obtaining a copy of
the same. Further, the aforesaid documents shall also
be available for inspection by the shareholders at the
registered office of the Company, during business hours
on working days and through electronic mode. The
members may request the same by sending an email to
secretarial@360.one.

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

Domestic Wholly Owned Subsidiaries:

- 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)

International Wholly Owned Subsidiaries:

- 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://x-
docket.360.one/ir-assets/360ONE_Policy_For_
Determining_Material_Subsidiary.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.

11. CORPORATE GOVERNANCE

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.

12. ANNUAL RETURN

Pursuant to Section 92 read with Section 134 of the
Act and rules thereunder, the draft Annual Return of
the Company in Form MGT-7 for the financial year
ended March 31, 2025, is available on the website of
the Company at https://x-docket.360.one/ir-assets/
Annual Return.pdf.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Directors

The Board of Directors ("Board") of the Company
has an optimum combination of executive and
non-executive Directors (including an Independent
Woman Director). The Board composition is in
conformity with the extant applicable provisions
of the Act and SEBI Listing Regulations, 2015. The
Board of the Company represents an optimal mix
of expertise, knowledge and experience. Further,

the Independent Directors on the Board of the
Company are highly respected for their professional
integrity as well as rich experience and expertise.
The Board provides leadership, strategic guidance
and discharges its fiduciary duties of safeguarding
the interest of the Company and its stakeholders.

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:

(i) Appointment(s):

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, Non-Executive, Independent
Director on the Board of the Company with
effect from April 23, 2024. Ms. Revathy Ashok
has successfully registered herself in the
Independent Director's Databank maintained
by Indian Institute of Corporate Affairs and is
exempted from qualifying the online proficiency
self-assessment test for independent directors.
Further, the shareholders of the Company
approved appointment of Ms. Revathy Ashok
as Non-Executive Independent Director of the
Company for a term of five consecutive years
with effect from April 23, 2024 to April 22,
2029 (both days inclusive) via Postal Ballot on
June 9, 2024.

b) Mr. Pierre De Weck (DIN: 10771331) as an
Additional, Non-Executive, Independent
Director on the Board of the Company with
effect from October 15, 2024. Mr. Pierre De
Weck has successfully registered himself in the
Independent Director's Databank maintained
by Indian Institute of Corporate Affairs and is
exempted from qualifying the online proficiency
self-assessment test for independent directors.
Further, the shareholders of the Company
approved appointment of Mr. Pierre De Weck
as Non-Executive 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, Non-Executive, Independent

Director on the Board of the Company with effect
from January 27, 2025. Mr. Sandeep Tandon
has successfully registered himself in the
Independent Director's Databank maintained
by Indian Institute of Corporate Affairs and has
successfully passed the online proficiency self¬
assessment test for independent directors.
Further, the shareholders of the Company
approved appointment of Mr. Sandeep Tandon
as Non-Executive 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 effect
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 Non-Executive 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 Non-Executive 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 effect 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 effect from March 3, 2025.

Accordingly, the composition of the Board of the

Company as on March 31 9095 is as follows'

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

On January 97, 9095, the Board of Directors of
the Company considered and analysed the request
letter dated January 97, 9095, received from Mr.
Nirmal Bhanwarlal Jain and Mr. Venkataraman
Rajamani, promoters alongwith other members of
the promoter group of the Company (collectively
referred to as "Part of Promoter Group Entities"),
seeking re-classification from "Promoter" category
to "Public" shareholder category, under Regulation
31A of the SEBI Listing Regulations, 9015
("Reclassification").

In accordance with the aforesaid regulations:

a) the Company applied for and received 'No
Objections' from BSE Limited and National
Stock Exchange of India Limited on March 98,
2025,

b) the Company also received approval from
shareholders of Company vide postal ballot on
May 4, 9095, for the said Reclassification,

c) the Reclassification of the Part of Promoter
Group Entities from "Promoter" category to
"Public" shareholder category was effected on
May 5, 2025.

Further, on June 11, 9095, the shareholders of
the Company approved re-appointment of Mr.
Karan Bhagat (DIN: 03947753) as Managing
Director of the Company, for a period of five
years commencing from July 97, 9095 to July
96, 9030 (both days inclusive) and payment of
remuneration to him. Subsequently, on July 17,
9095, the Board based on the recommendation
of the Nomination and Remuneration Committee,
approved appointment of Mr. Saahil Murarka
(DIN: 06717897) as an Additional, Non-Executive,
Non-Independent Director of the Company with
effect from Thursday, July 17, 9095. The Board
recommended appointment of Mr. Saahil Murarka

as a Non-Executive, Non-Independent 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,
9015. 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 disqualified 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://
x-docket.360.one/ir-assets/360_ONE_WAM_
Familiarization_Programme_9094-95_ID.pdf.

b. Directors retiring by rotation

In accordance with the provisions of the Act,
Mr. Rishi Mandawat, Non-Executive Nominee
Director (DIN: 07639609), shall retire by rotation
at the ensuing Eighteenth Annual General Meeting
("AGM") of the Company and being eligible, seek
re-appointment.

The necessary resolution for his re-appointment
and his brief profile 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 95 of SEBI Listing Regulations, 9015, a
separate Meeting of Independent Directors of the
Company was also held on March 31, 9095. The
details of the said meetings are provided in the
Corporate Governance Report, which forms part of
the Annual Report.

d. Committees of the Board

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:

(i) Board

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
Committee ("NRC"), for the Board as a whole,
its Committees and Individual Directors of the
Company, based on the criteria laid down by
NRC. The criteria for the said performance
evaluation are provided in the Corporate
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.

(ii) Auditors

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

During the year under review, there was no change
in the Key Managerial Personnel ("KMP") of
the Company. As on the date of the Report, the
following officials are the KMPs, pursuant to the
provisions of Section 203 of the Act:

• 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 re-appointment 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.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company strongly believes in enabling inclusive
development. The core focus of our CSR is aimed at
reducing inequality by enabling access to opportunities
to underserved or marginalized communities. Through
CSR, the Company wishes to implement sustainable
programmes that move the needle on social impact by
addressing some of the most critical developmental
challenges. To consolidate its efforts towards catalytic
CSR and to design and deliver CSR activities on behalf
of the Company and its subsidiaries, the Company has
established 360 ONE FOUNDATION ("Foundation"), a
wholly owned subsidiary of the Company.

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.

During the year under review, Company's CSR activities
were undertaken in accordance with the annual action
plan approved by the Board. The Company and its
subsidiaries' CSR activities were focused on livelihood
& financial inclusion and education. The Company and
its subsidiaries will continue to focus on the same in the
near future, which will enable us to build resilience in
various communities. As experts in the financial sector,
we would like to leverage our core competencies and
expertise beyond providing mere funds as part of
our responsibility to society. The Annual Report on
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 under-represented individuals and communities.
This will also enable a multiplier effect for our funds and
make our programmes sustainable in the long run.

The Company's CSR policy provides guidelines and
lays down the process to undertake CSR activities
of the Company. The said CSR Policy is annexed
herewith as Annexure IV and is available on the website
of the Company at https://x-docket.360.one/ir-
assets/360ONE_CSR_Policy.pdf.

15. PARTICULARS OF EMPLOYEES

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

16. EMPLOYEE STOCK OPTION SCHEMES

The employee stock options granted to the employees
of the Company and its subsidiaries currently operate
under the following schemes which are prepared inter-
alia as per the provisions of Securities and Exchange
Board of India (Share Based Employee Benefits)
Regulations, 2014 ("SBEB Regulations") and as
substituted by the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SBEB & SE Regulations" and SBEB
Regulations and SBEB & SE Regulations are collectively
referred to as "ESOP Regulations"):

• 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 effect 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
General Meeting ("AGM") and would also be placed at
the ensuing AGM for inspection by members through
electronic means.

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/investor-relations.html.

Further, the Board at its meeting held on July 17, 2025,
approved '360 ONE Employee Stock Option Scheme
2025' in accordance and compliance with the Act and
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.

17. RISK MANAGEMENT POLICY AND ADEQUACY OF
INTERNAL CONTROLS

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
Non-Banking 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 one-on-one sessions with the
statutory auditor of the Company.

The Risk Management Committee of the Board is
responsible for developing a culture of risk awareness
and educating the Board, management and employees
about their responsibilities to identify risks and create
a culture such that people at all levels manage risk.
"Rigorous and Risk Conscious" is one of the six key
values of the organization.

The Risk Management Policy of the Company
specifying the risk governance structure, key risks
and mitigation measures, is available on its website at
https://x-docket.360.one/ir-assets/360ONE_Risk_
Management_Policy.pdf.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF
THE COMPANY AND THE COMPANY’S FUTURE
OPERATIONS

During the year under review, there were no significant
and material orders passed by the regulators or courts
or tribunals against the Company which would impact
the going concern status of the Company and the
Company's future operations.

19. STATUTORY AUDITORS

At the 13^th Annual General Meeting of the Company
held on September 11, 2020, Deloitte Haskins & Sells
LLP, Chartered Accountants (Firm Registration No.
117366W/W100018), were appointed as statutory
auditors of the Company for the second term of five
consecutive years till the conclusion of the 18^th Annual
General Meeting ("AGM") of the Company to be held in
the year 2025.

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.

20. AUDITOR’S REPORT

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.

The notes to the financial statements referred to in the
auditor's reports are self-explanatory and therefore do
not call for any comments under Section 134 of the Act.

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.

21. SECRETARIAL AUDITOR

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
five consecutive years, commencing from financial year
2025-26 to financial year 2029-30. 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.

22. SECRETARIAL AUDIT

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(1) of the SEBI Listing Regulations, 2015, a listed company is required to annex a secretarial audit
report of its material unlisted subsidiary(ies) to its directors' report. The secretarial audit reports of unlisted material
subsidiaries of the Company i.e. 360 ONE Asset Management Limited and 360 ONE Distribution Services Limited for the
financial year ended March 31, 2025, are also annexed herewith as Annexure VII and Annexure VIII, respectively. The
said reports do not contain any qualifications, reservations, adverse remarks or disclaimer.

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.

23. FEMA COMPLIANCE

With reference to Master Direction on Foreign Investment
in India and circulars issued thereunder by Reserve
Bank of India ("RBI"), the Company has complied
with the provisions for downstream investment from
time to time. Accordingly, the Company has obtained
a certificate from the Statutory Auditors in this regard
pursuant to applicable guidelines issued by RBI.

24. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

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.

25. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangement or transactions as referred
in Section 188 of the Act, that were entered into by
the Company with the related parties during the year
under review, were in ordinary course of the business

of the Company and the same were on arm's length
basis. Also, during the year under review, there were
no material contracts or arrangements or transactions
entered into by the Company with the related parties.
Accordingly, the disclosure as required under Section
134 of the Act in Form AOC-2 is not applicable to the
Company for the financial year 2024-25 and hence does
not form part of this 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.

The Company has put in place a Policy on Related Party
Transactions ("RPT Policy"), which is approved by the
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://x-docket.360.
one/ir-assets/360_ONE_WAM_RPT_Policy.pdf.

26. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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.

27. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

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:

• Using technology such as radiant cooling, adopting
VRV (Variable Refrigerant Volume) in new projects,

• Installation of capacitors to save power,

• Installation of Thin Film Transistor (TFT) monitors
that saves power,

• Replacing Compact Fluorescent Lamp ("CFLs")
with Light-emitting diode ("LED") lights,

• Energy efficient UPS racks have replaced legacy
UPS system,

• Automatic power shutdown of idle monitors,

• Restricted access to printers at central hub besides
removal of older printers,

• Minimizing air-conditioning usage,

• Procuring 100% green energy at our Mumbai Head-
office,

• Shutting off all the lights and air-conditioners when
not in use, and

• Education and awareness programs for employees.

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 ramp-up and ramp-
down 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 service-oriented
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
("MDM") and data governance platform help create high
quality liquid data which is the foundation for building
and releasing of gen AI capabilities.

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 multi-layered
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/-.

28. DISCLOSURES UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a work
environment 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.

Your Directors further state that the Company
has complied with the provisions relating to the
constitution of the Internal Complaints Committee as
per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
has put in place a 'Prevention of Sexual Harassment and
Complaint Procedure Policy' and that during the year
under review, there were no cases filed by any employee
of the Company pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The said policy of the Company inter-alia specifies details
on the reporting, redressal and enquiry process. The
latest policy is available on the website of the Company
at https://x-docket.360.one/ir-assets/360ONE_

Prevention_of_Sexual_Harassment_and_Complaint_
Procedure_Policy.pdf.

All the employees of the Company (including as a part
of induction training) undergo a detailed E-Learning
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 Report.

29. DIRECTORS RESPONSIBILITY STATEMENT

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
of the profit of the Company for that period;

c) the Directors had taken proper and sufficient
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 had laid down internal financial
controls to be followed by the Company and that
such internal financial 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.

30. INTERNAL FINANCIAL CONTROL

The Company has put in place adequate policies and
procedures to ensure that the system of internal financial
controls is commensurate with the size and nature of the
Company's business. This system of internal financial
controls provides a reasonable assurance in respect
of providing financial and operational information,
complying with applicable statutes, safeguarding of
assets of the Company, prevention and detection of
frauds, accuracy and completeness of accounting
records and ensuring compliance with corporate
policies.

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 finally, 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 wrong-doing or violation
of any Indian law and to protect such stakeholder from
retaliation or discrimination. As per this policy, the
Company has an ethics helpline and email ID monitored
by an independent agency which enables stakeholders to
freely communicate their concerns, even anonymously,
if they choose to do so. This is also an important element
in the Company's overall internal control framework.

31. COMPLIANCE WITH THE SECRETARIAL
STANDARDS

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.

32. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

In accordance with the SEBI Listing Regulations, 2015,
the Business Responsibility and Sustainability Report
("BRSR") in respect of financial year 2024-25 forms part
of the Annual Report.

Further, SEBI vide its Circular dated 12^th 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
assurance of BRSR Core for the financial year 2024-25
and (b) limited level of assurance for the non-financial
disclosures in BRSR, and accordingly appointed Rathi &

Associates, Company Secretaries as assurance provider
for BRSR Core for financial year 2024-25. 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 2023-24, reflected our dedication to creating a
more sustainable future and the same is available on the
website of the Company.

33. RISK MANAGEMENT

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.

34. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

In terms of the requirements of the Act and SEBI
Listing Regulations, 2015, the Company has adopted
Nomination and Remuneration Policy ("NRC Policy")
of the Company. The NRC Policy inter-alia lays
down the criteria for appointment of Directors and
remuneration including criteria for determining
qualifications, positive attributes, independence of
a director and other matters provided under sub-section
(3) of Section 178 of the Act, as a part of the NRC Policy
of the Company. The salient features of NRC Policy are
provided in the Corporate Governance Report which
forms part of the Annual Report. The said policy is also
annexed herewith as Annexure IX and is available on the
website of the Company at https://x-docket.360.one/ir-
assets/Nomination_and_RemunerationPolicy_final.pdf.

35. DETAILS OF ESTABLISHMENT OF WHISTLE
BLOWER POLICY AND VIGIL MECHANISM

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://x-
docket.360.one/ir-assets/360ONE_Policy_on _vigil_
mechanism_and_whistle_blower_mechanism.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.

36. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF THE FINANCIAL
YEAR 2024-25 AND DATE OF THIS REPORT

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.

37. OTHER DISCLOSURES

During the year under review:

• There was no change in the nature of business of
the Company;

• 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;

• There was no application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016;

• There was no one-time settlement entered into with
any Bank or financial institutions in respect of any
loan taken by the Company.

ACKNOWLEDGEMENTS

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.

For and on behalf of the Board of Directors

Sd/- Sd/-

Karan Bhagat Yatin Shah

Managing Director Non-Executive Director

DIN: 03247753 DIN: 03231090

Date: July 17, 2025
Place: Mumbai

1

https://www.pib.gov.in/PressNoteDetails.aspx6NoteId = 154660

2

https://data.imf.org/en/news/steady%20and%20slow%20decrease%20
in%20global%20annual%20inflation

3

https://tradingeconomics.com/germany/inflation- rate/
news/447735#:~:text=Login,More:%20Germany%20Inflation%20Rate

4

https://tradingeconomics.com/germany/inflation-rate/
news/447735#:~:text=Login,More:%20Germany%20Inflation%20Rate

5

https://www.ons.gov.uk/economy/inflationandpriceindices/bulletins/
consumerpriceinflation/january2025

6

https://www.bls.gov/opub/ted/2025/the-consumer-price-index-rose-
3-0-percent-from-january-2024-to-january-2025.htm#:~:text=The%20
Consumer%20Price%20Index%20rose,U.S.%20Bureau%20of%20
Labor%20Statistics