360 ONE WAM LIMITED (FORMERLY KNOWN AS IIFL WEALTH MANAGEMENT LIMITED)

Your Directors have pleasure in presenting the Sixteenth Annual Report of 360 ONE WAM LIMITED ("Company" and formerly known as IIFL WEALTH MANAGEMENT LIMITED. The name of the Company changed with effect from January 5, 2023.) together with the Audited Financial Statements for the year ended March 31,2023.

1. FINANCIAL RESULTS

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

2. REVIEW OF BUSINESS AND OPERATIONS

360 ONE WAM LIMITED reported a consolidated Profit After Tax of ' 668 Crores, for financial year 2022-2023, up 14.8% year-on-year. Operating Profit Before Tax stood at '847 Crores, up 37.9% YoY. ARR Revenue rose 15.1% YoY at '1,050 Crores, and 5.3% YoY, at '266 Crores, for the last quarter of FY23. We are especially proud of the improvement in quality of revenues that we have been able to achieve over the last four years since our listing in 2019. Revenue from Operations is up 11.9% YoY at '1,565 Crores for FY23, mainly driven by strong flows in ARR assets. Our Total Revenues are up 2.2% YoY, at '1,569 Crores, for FY23.

Segment-wise, our wealth management division witnessed a rise in Revenue from Operations to '1,110 Crores, from '1,038 Crores in FY22, with the ARR revenue rising to '657 Crores, from '553 Crores in the year ago period. Further, the TBR Revenue for this division stood at '454 Crores in

FY23, a drop from '485 Crores in FY22. Other income saw a plunge from '112 Crores in FY22 to '3 Crores in FY23, and the cost dropped from '613 Crores to '527 Crores in the same period. Accordingly, our Profit Before Tax stood at '586 Crores, for FY23, as against '537 Crores in FY22, for the wealth management business.

Moving to the Asset management vertical, our Revenue from Operations rose to '455 Crores in FY23, as against '360 Crores in the previous year, with the ARR revenue rising to '393 Crores from '359 Crores. The TBR revenue rose to '62 Crores in FY23, from '1 Crores in FY22, and other income fell to '1 Crores, from '26 Crores in the year-ago period. Our cost increased to '191 Crores in FY23, from '171 Crores in the previous fiscal. Finally, the Profit Before Tax, for the Asset Management segment, stood at '264 Crores in FY23, up from '215 Crores in FY22.

3. MACROECONOMIC OVERVIEW

YEAR IN REVIEW

In 2022, both the Indian and global economies experienced unexpected events. The year had its ups and downs, with inflation and interest rate hikes causing concerns. However, the equity market saw both remarkable highs and significant declines. Despite worries about a worldwide economic slowdown and potential recessions in developed countries in 2023, the Indian stock market remained strong. In fact, in December, BSE Sensex reached a historic milestone of 63,583 points¹. This resilience showcased India's strong fundamentals and reinforced its position as the fastest-growing major economy globally.

Another notable development in India was the introduction of the Digital Rupee, which launched its retail version on December 1, 2022. This digital currency aims to enhance the convenience of routine financial transactions while serving as a secure and dynamic alternative to physical currency. Additionally, India's Unified Payments Interface (UPI), a leading online payments platform, had a remarkable year. In the first 10 months of 2022, UPI processed an impressive 7.3 billion transactions, amounting to a total value of ^12.11 trillion. Furthermore, the year witnessed a record growth in demat accounts, with 10.6 crore accounts registered, including 18 lakh new accounts added. This surge indicates a growing interest among retail investors in participating in the market. Lastly, the rupee experienced a significant depreciation of 6.9% against the dollar due to rising crude oil prices, a strengthening dollar, and consistent outflows of foreign capital.

GLOBAL INFLATION

The year 2022 was marked by the impact of inflation, which escalated following the post-pandemic landscape of 2021. Global economies and sectors faced the challenge of persistently rising prices. One of the primary drivers of this inflationary pressure was the increase in crude oil prices, triggered by geopolitical tensions in Russia and Ukraine. Consequently, numerous European economies sought alternative fuel sources to mitigate the situation.

In terms of inflation rates, the United Kingdom experienced a peak of 11.1% in 2022, closely followed by the Eurozone at 10.6%, and the United States reaching a high of 9.1%². Although inflation was widespread geographically, certain parts of Asia observed relatively lower figures. Central banks, which had already focused on fiscal tightening in 2021 to combat inflation, implemented further interest rate hikes in 2022 to manage overheated economies while striving to strike a balance between growth and inflation.

In India, consumer prices for various items surged by 6.5% between December 2021 and 2022. Food prices witnessed a significant rise of 10.4%, while cereals and bakery products experienced an inflationary surge of 16.1%³. Fruits and vegetables also saw an increase in

inflation at 8.4%. Energy prices rose by 7.3%, with fuel oil prices soaring by 41.5% between 2021 and 2022. Health insurance prices also experienced a notable increase of 7.9%, indicating a general rise in inflation across major sectors.

In response to the rising inflation, the US Federal Reserve raised its benchmark interest rate to a target range of 5-5.25% between 2022 and 2023, reaching the highest level in nearly 16 years⁴. India followed suit by implementing consistent repo rate hikes, leading to a benchmark rate of 6.50%, reflecting a 250 basis point increase since the pandemic.⁵ Looking ahead, global central banks are expected to pause on further rate hikes as inflation begins to stabilize worldwide.

FUTURE BUSINESS OUTLOOK

The global economic landscape remains uncertain due to ongoing geopolitical tensions and the response of central banks to heightened inflationary pressures. Most global markets, including India, experienced negative trends and high volatility throughout FY23. However, India continues to shine as an attractive investment destination, attracting both global and local flows driven by robust local macroeconomic trends and strong consumer demand.

As our Company marks its 15^th anniversary, our commitment remains steadfast in achieving sustained value creation for all stakeholders. We prioritize transparency, consistency and the generation of high-quality revenues. Our strategic approach is underpinned by a holistic and innovative product offering, which includes a market-leading wealth advisory model and a comprehensive alternates platform. We attribute our success to our superior human capital, which is fully aligned with our clients' interests, as well as our robust digital and technological infrastructure.

We firmly believe that India's long-term macroeconomic forces and ongoing monetization initiatives will propel the growth of the wealth and alternates asset management industry. This will enable 360 ONE to deepen our existing clients' engagement and expand our presence into new geographical regions. Furthermore, we see significant potential in extending the reach of the wealth management industry beyond the traditional Tier-I cities. To capitalize on this opportunity, we prioritize expanding our operations in domestic geographies and carefully selected offshore locations.

1 https://timesofindia.indiatimes.com/business/markets/sensex/ sensexnifty-end-2022-with-over-4-gains-how-markets-outperformed-globalpeers/articleshow/96622141.cms

2 https://www.ft.com/content/088d3368-bb8b-4ff3-9df7-a7680d4d81b2

3 https://www.bls.gov/opub/ted/2023/consumer-price-index-2022-in-review.htm

4 https://www.bankrate.com/banking/federal-reserve/how-much-will-fedraise-rates-in-2023/

5 https://www.thehindubusinessline.com/money-and-banking/rbi-likelyto-maintain-an-extended-pause-cut-the-repo-rate-by-100-bps-in-2024-deutsche-bank-report/article66835621.ece

3. MACROECONOMIC OVERVIEW

YEAR IN REVIEW

In 2022, both the Indian and global economies experienced unexpected events. The year had its ups and downs, with inflation and interest rate hikes causing concerns. However, the equity market saw both remarkable highs and significant declines. Despite worries about a worldwide economic slowdown and potential recessions in developed countries in 2023, the Indian stock market remained strong. In fact, in December, BSE Sensex reached a historic milestone of 63,583 points¹. This resilience showcased India's strong fundamentals and reinforced its position as the fastest-growing major economy globally.

Another notable development in India was the introduction of the Digital Rupee, which launched its retail version on December 1, 2022. This digital currency aims to enhance the convenience of routine financial transactions while serving as a secure and dynamic alternative to physical currency. Additionally, India's Unified Payments Interface (UPI), a leading online payments platform, had a remarkable year. In the first 10 months of 2022, UPI processed an impressive 7.3 billion transactions, amounting to a total value of ^12.11 trillion. Furthermore, the year witnessed a record growth in demat accounts, with 10.6 crore accounts registered, including 18 lakh new accounts added. This surge indicates a growing interest among retail investors in participating in the market. Lastly, the rupee experienced a significant depreciation of 6.9% against the dollar due to rising crude oil prices, a strengthening dollar, and consistent outflows of foreign capital.

GLOBAL INFLATION

The year 2022 was marked by the impact of inflation, which escalated following the post-pandemic landscape of 2021. Global economies and sectors faced the challenge of persistently rising prices. One of the primary drivers of this inflationary pressure was the increase in crude oil prices, triggered by geopolitical tensions in Russia and Ukraine. Consequently, numerous European economies sought alternative fuel sources to mitigate the situation.

In terms of inflation rates, the United Kingdom experienced a peak of 11.1% in 2022, closely followed by the Eurozone at 10.6%, and the United States reaching a high of 9.1%². Although inflation was widespread geographically, certain parts of Asia observed relatively lower figures. Central banks, which had already focused on fiscal tightening in 2021 to combat inflation, implemented further interest rate hikes in 2022 to manage overheated economies while striving to strike a balance between growth and inflation.

In India, consumer prices for various items surged by 6.5% between December 2021 and 2022. Food prices witnessed a significant rise of 10.4%, while cereals and bakery products experienced an inflationary surge of 16.1%³. Fruits and vegetables also saw an increase in

inflation at 8.4%. Energy prices rose by 7.3%, with fuel oil prices soaring by 41.5% between 2021 and 2022. Health insurance prices also experienced a notable increase of 7.9%, indicating a general rise in inflation across major sectors.

In response to the rising inflation, the US Federal Reserve raised its benchmark interest rate to a target range of 5-5.25% between 2022 and 2023, reaching the highest level in nearly 16 years⁴. India followed suit by implementing consistent repo rate hikes, leading to a benchmark rate of 6.50%, reflecting a 250 basis point increase since the pandemic.⁵ Looking ahead, global central banks are expected to pause on further rate hikes as inflation begins to stabilize worldwide.

FUTURE BUSINESS OUTLOOK

The global economic landscape remains uncertain due to ongoing geopolitical tensions and the response of central banks to heightened inflationary pressures. Most global markets, including India, experienced negative trends and high volatility throughout FY23. However, India continues to shine as an attractive investment destination, attracting both global and local flows driven by robust local macroeconomic trends and strong consumer demand.

As our Company marks its 15^th anniversary, our commitment remains steadfast in achieving sustained value creation for all stakeholders. We prioritize transparency, consistency and the generation of high-quality revenues. Our strategic approach is underpinned by a holistic and innovative product offering, which includes a market-leading wealth advisory model and a comprehensive alternates platform. We attribute our success to our superior human capital, which is fully aligned with our clients' interests, as well as our robust digital and technological infrastructure.

We firmly believe that India's long-term macroeconomic forces and ongoing monetization initiatives will propel the growth of the wealth and alternates asset management industry. This will enable 360 ONE to deepen our existing clients' engagement and expand our presence into new geographical regions. Furthermore, we see significant potential in extending the reach of the wealth management industry beyond the traditional Tier-I cities. To capitalize on this opportunity, we prioritize expanding our operations in domestic geographies and carefully selected offshore locations.

1 https://timesofindia.indiatimes.com/business/markets/sensex/ sensexnifty-end-2022-with-over-4-gains-how-markets-outperformed-globalpeers/articleshow/96622141.cms

2 https://www.ft.com/content/088d3368-bb8b-4ff3-9df7-a7680d4d81b2

3 https://www.bls.gov/opub/ted/2023/consumer-price-index-2022-in-review.htm

4 https://www.bankrate.com/banking/federal-reserve/how-much-will-fedraise-rates-in-2023/

5 https://www.thehindubusinessline.com/money-and-banking/rbi-likelyto-maintain-an-extended-pause-cut-the-repo-rate-by-100-bps-in-2024-deutsche-bank-report/article66835621.ece

4. DIVIDEND

During the year under review, the Company:

a) declared first interim dividend of ' 20/- per equity share of face value ' 2/- each, on May 25, 2022,

b) declared second interim dividend of ' 15/- per equity share of face value ' 2/- each, on July 25, 2022,

c) declared third interim dividend of ' 17/- per equity share of face value ' 2/- each, on October 19, 2022, and

d) declared fourth interim dividend of ' 17/- per equity share of face value ' 2/- each, on January 19, 2023.

The total dividend for the financial year ended March 31, 2023, amounts to ' 69/- per equity share of face value ' 2/- each (and equivalent of ' 17.25/- per equity share of face value ' 1/- each as adjusted for sub-division of face value of equity shares and issue of bonus shares), with total outlay under the aforesaid dividends of ' 613,12,89,470/-.

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://www.primeinfobase.in/360ONE/files/ policies/360ONE_Dividend_Distribtion_Policy.pdf. The dividends declared were in accordance with the principles and criteria as set out in the Dividend Distribution Policy.

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 April 1, 2022, 3,669 unclaimed equity shares of the Company of face value of ' 2/- each were lying in IEPF, which were allotted by the Company pursuant to composite scheme of arrangement inter alia amongst IIFL Holdings Limited and the Company. During the year under review, the Company sub-divided its equity shares of face value ' 2/- each to face value ' 1/- each and allotted bonus shares in the ratio of 1:1, due to which the aforesaid 3,669 shares increased to 14,676 shares as on March 31,2023. Accordingly, 14,676 unclaimed equity shares of face value ' 1/- each were lying in IEPF as on March 31,2023, details of which are available on the website of the Company.

The Company transferred ' 2,25,221/-, being aggregate interim dividends (net of taxes) on the aforesaid 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

During the year under review, the shareholders at their meeting held on February 15, 2023, approved the following:

a. sub-division of each equity share of face value ' 2/-(Rupees two only), into 2 (two) equity shares of face value ' 1/- (Rupee one only) each fully paid up;

b. increase in the authorised share capital of the Company to ' 50,00,00,000/- (Rupees fifty crore only) divided into 50,00,00,000 (fifty crore) equity shares of face value ' 1/- (Rupee one only) each, as adjusted for sub-division of equity shares bearing face value ' 1/- (Rupee one only) each; and

c. issue of 1 (one) bonus equity share of the Company of face value ' 1/- (Rupee one only) each, for every 1 (one) fully paid up equity share of face value ' 1/-(Rupee one only) each (i.e. as adjusted for sub-division of the equity shares of the Company).

Accordingly, during the year:

- face value of the equity shares of the Company is sub-divided from ' 2/- each to ' 1/- each, with effect from March 2, 2023 (record date);

- the authorised share capital of the Company has increased to ' 50,00,00,000/- comprising of 50,00,00,000 equity shares face value of ' 1/- each with effect from February 15, 2023;

- Company issued and allotted 17,80,36,112 equity shares of face value ' 1/- each on March 3, 2023, as bonus equity shares.

The total paid-up share capital of the Company as on March 31, 2023, was ' 35,60,89,556/- divided into 35,60,89,556 equity shares of face value ' 1/- each, increased from ' 17,74,15,606/- divided into 8,87,07,803 equity shares of face value ' 2/- each, as on March 31, 2022. The increase in paid up share capital was due to issue of equity shares pursuant to exercise of employee stock options and issue of bonus shares in the ratio of 1:1 during the year under review.

All the shares issued by the Company shall 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.

6. NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has not issued any debt securities. During financial year 202122, the Company had issued and allotted 2,498 rated secured redeemable principal protected market linked non-convertible debentures ("Debentures") of face value ' 10,00,000/- each, aggregating to nominal value of ' 249,80,00,000/- on a private placement basis in various tranches, which shall become due for redemption on May 15, 2025. Beacon Trusteeship Limited is the Debenture Trustee for the Debentures. The Debentures continue to be 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 outstanding Debentures.

The Company is qualified as a 'large corporate' as per applicable SEBI guideline(s) and circular(s) and has not raised any incremental borrowing during the year under review.

As at March 31, 2023, the Company had issued commercial paper ("CPs") with an outstanding amount of ' 977,00,00,000/-.

7. TRANSFER TO RESERVES

During the year under review, the Company proposes to transfer ' 18,31,598/- 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

1. With a view to consolidate the distribution business, it was proposed to merge IIFL Wealth Capital Markets Limited ("IWCML" and formerly known as L&T Capital Markets Limited) with 360 ONE Prime Limited ("360 ONE Prime" and formerly known as IIFL Wealth Prime Limited), and then demerge the distribution business from 360 ONE Prime to 360 ONE Distribution Services Limited ("DSL" and formerly known as IIFL Wealth Distribution Services Limited), through a composite scheme of arrangement under Sections 230 to 232 of the Act ("Composite Scheme"). The Composite Scheme was approved by Hon'ble National Company Law Tribunal ("NCLT") on February 28, 2023, and the same was made effective on March 14, 2023, upon which IWCML stood amalgamated with 360 ONE Prime and distribution business got demerged into DSL. 360 ONE Prime and DSL continue to be wholly-owned subsidiaries of the Company.

2. With a view to achieve rationalization of corporate structure, reduction of shareholding tiers and multiplicity of legal and regulatory compliances and resulting savings of administration and other

costs associated with managing separate entities, it was proposed to amalgamate IIFL Wealth Altiore Limited, a wholly-owned subsidiary of the Company, with and into the Company, through a scheme of amalgamation under Sections 230 to 232 of the Act ("Scheme"). The Scheme was approved by NCLT on December 14, 2022, and was made effective on March 3, 2023, upon which IIFL Wealth Altiore Limited stood amalgamated with the Company.

3. During the year under review, on November 15, 2022, the Company acquired 91% (ninety-one percent) of the paid up equity share capital of MAVM Angels Network Private Limited on fully diluted basis.

As on March 31, 2022, the Company had 15 subsidiaries and in view of the above, as on March 31, 2023, the Company has 14 subsidiaries. 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 May

4, 2023, approved the audited standalone financial statements of the Company for the financial year ended March 31, 2023 and the audited consolidated financial statements of the Company and its subsidiaries [except 360 ONE Foundation (formerly known as IIFLW CSR Foundation)], for the financial year ended March 31,2023. 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.

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 https://ir.360.one. The audited financial statements of the subsidiaries of the Company for the financial year ended March 31, 2023, are also available on the website of the Company at https://ir.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 (formerly known as IIFL Wealth Prime Limited)

- 360 ONE Distribution Services Limited (formerly known as IIFL Wealth Distribution Services Limited)

- 360 ONE Asset Management Limited (formerly known as IIFL Asset Management Ltd)

- 360 ONE Asset Trustee Limited (formerly known as IIFL Trustee Ltd)

- 360 ONE Portfolio Managers Limited (formerly known as IIFL Wealth Portfolio Managers Limited)

- 360 ONE Investment Adviser and Trustee Services Limited (formerly known as IIFL Investment Adviser and Trustee Services Limited)

- 360 ONE IFSC Limited (formerly known as IIFL Wealth Securities IFSC Limited)

- 360 ONE Foundation (formerly known as IIFLW CSR Foundation)

Domestic Subsidiary:

- MAVM Angels Network Private Limited International Wholly-owned Subsidiaries:

- 360 ONE Asset Management (Mauritius) Limited (formerly known as IIFL Asset Management (Mauritius) Ltd.)

- 360 ONE Private Wealth (Dubai) Limited (formerly known as IIFL Private Wealth Management (Dubai) Ltd.)

- 360 ONE Inc. (formerly known as IIFL Inc.)

- 360 ONE Capital (Canada) Limited (formerly known as IIFL Capital (Canada) Limited)

- 360 ONE Capital Pte. Limited (formerly known as IIFL Capital Pte. Ltd.)

The Policy for Determining Material Subsidiary is available on the website of the Company at https://www. primeinfobase.in/360ONE/files/policies/360ONE Policy For Determining Material Subsidiary.pdf. The details pertaining to material subsidiary of the Company are provided in 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, practising 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 and Section 134 of the Act, the draft Annual Return of the Company as on March 31, 2023, is available on the website of the Company at https://ir.360.one.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Directors

The Board of Directors ("Board") of the Company has an optimum combination of executive and nonexecutive 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, Mr. Shantanu Rastogi, Mr. Sandeep Naik and Mr. Gopalakrishnan Soundarajan, resigned from the Board of the Company with effect from November 23, 2022. The Board places on record its appreciation for the stellar contribution made by them towards the growth of the Company.

Further, the Board at its meeting held on November 23, 2022, approved the appointment of Mr. Rishi Mandawat and Mr. Pavninder Singh as Additional, Non-Executive, Non-Independent, Nominee Directors on the Board of the Company with effect from November 23, 2022. Further, the shareholders of the Company at the Extraordinary General Meeting of the Company held on December 29, 2022, approved appointment of Mr. Rishi Mandawat and Mr. Pavninder Singh as Non-Executive Directors of the Company.

Basis the annual 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://ir.360.one.

b. Directors retiring by rotation

In accordance with the provisions of the Act, Mr. Karan Bhagat and Mr. Yatin Shah, shall retire by rotation at the Sixteenth Annual General Meeting ("AGM") of the Company and being eligible, seek reappointment.

The necessary resolutions for their re-appointment and their brief profiles are included in the notice convening the AGM.

c. Meetings of the Board of Directors

During the year under review, 9 (nine) meetings [including 1 adjourned meeting] of the Board of Directors of the Company were held. 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 15, 2023. 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

In accordance with the Act and SEBI Listing Regulations, 2015, the Board has constituted following Committees:

(i) Audit Committee,

(ii) Nomination and Remuneration Committee,

(iii) Corporate Social Responsibility Committee,

(iv) Stakeholders Relationship Committee, and

(v) Risk Management Committee

Further, during the year under review, basis the suggestions from the members of the Board, the Board constituted Information Technology Strategy Committee on July 25, 2022.

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 all the 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 Board noted the key improvement areas emerging from the said exercise and action plans to address these are in progress.

(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.

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 marginalised 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 (formerly known as IIFLW CSR 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, which focused on critical and relevant thematic areas such as livelihood & financial inclusion and education. The Company and its subsidiaries will continue to focus on the same in near future, which will enable us to build resilience in various communities. As experts in 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 long run.

The Company's CSR policy provides guidelines and lays down the process to undertake CSR activities of

the Company. The Board at its meeting held on May 4, 2023, amended the CSR Policy and the same is annexed herewith as Annexure IV and is also available on the website of the Company at https://www.primeinfobase. in/360ONE/files/policies/360ONE CSR Policy.pdf.

15. PARTICULARS OF EMPLOYEES

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 the 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.

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 SEBI (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations") and as substituted by the SEBI (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 ESOP Scheme - Under Composite Scheme of Arrangement

• IIFL Wealth Employee Stock Option Scheme - 2021

• IIFL Wealth Employee Stock Option Scheme 2022

Consequent to sub-division of equity shares and allotment of bonus shares of the Company during the year, appropriate adjustments ("ESOP Adjustments") were made in the exercise price and number of stock options as determined by the Nomination and Remuneration Committee of the Company.

During the year under review, save and except the ESOP Adjustments, there has been no variation in the terms of the options granted under any of the aforesaid Schemes and all the aforesaid Schemes are in compliance with applicable ESOP Regulations. The Company has obtained a certificate from the Secretarial Auditors 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 for the aforesaid Schemes, in respect of the year ended March 31, 2023 (including number of options granted, exercised and lapsed during the year), is placed on the website of the Company at https://ir.360.one.

17. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL CONTROLS

The risk management framework of the Company 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 Company 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 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 Auditors tested the design and effectiveness of the key controls and no material weaknesses were observed in their examination. Further, statutory auditors 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 auditors 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://www. primeinfobase.in/360ONE/files/policies/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 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 and shall continue to hold office for the second term of five consecutive years till the conclusion of the 18^th Annual General Meeting of the Company to be held in the year 2025.

20. AUDITORS’ 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 disclaimer by the statutory auditors in their reports for the financial year ended March 31,2023.

The notes to the financial statements referred 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 have 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 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 and it does not contain any qualifications, reservations, adverse remarks or disclaimer.

As per Regulation 24A 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 material subsidiaries of the Company i.e. 360 ONE Asset Management Limited (formerly known as IIFL Asset Management Ltd.) and 360 ONE Prime Limited (formerly known as IIFL Wealth Prime Limited) for the financial year ended March 31, 2023, are also annexed herewith as Annexure VII.

22. 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 certificate from statutory auditors in this regard pursuant to applicable guidelines issued by RBI.

23. 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.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangement or transactions as referred 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 arrangement 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 financial year 2022-23 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 31,2023, which forms part of the Annual Report.

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 RPT Policy is available on the website of the Company at https://www.primeinfobase. in/360ONE/files/policies/360 ONE WAM RPT Policy. pdf.

25. 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.

26. 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 CFLs with LED lights,

• 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 Corporate - 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 area for the employees, educating them on ways and means to conserve electricity and other natural resources and encourages adherence of the same. The energy intensity per employee reduced for its Corporate office from 6.33 GJ/Employee in FY 202122 to 5.82 GJ/Employee in FY 2022-23. For further details, please refer 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 platforms and products to ensure a great and sustained customer and employee experience and to facilitate a digital platform that enables the launch of new services at speed and scale. 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, from infrastructure capabilities such as MPLS, video communications, VoIP, automated dialers, to cloud applications that transform customer experience through a truly digital front office and service capability, to applications and products that enable transaction processing, settlement, fund accounting, reporting, analytics and governance. The Company has also made significant strides in providing rapid and scalable ramp-up and ramp-down of capacity by adopting cloud technologies.

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 financial year ended March 31, 2023, was ' 91,59,665/- and the foreign exchange expenditure during financial year ended March 31,2023, was ' 7,38,99,988/-.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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 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.

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.

28. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, 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.

29. 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 auditor, 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 auditor. 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 auditor of the Company.

30. 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.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the SEBI Listing Regulations, 2015, the Business Responsibility and Sustainability Report in respect of financial year 2022-23 forms part of the Annual Report.

32. 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.

33. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Your Directors have laid down 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 Nomination and Remuneration Policy ("NRC Policy") of the Company. The Board had approved amendment to the NRC Policy at its meeting held on May 31, 2023. The amended policy is annexed herewith as Annexure VIII and is available on the website of the Company at https://www.primeinfobase.in/360ONE/files/policies/ Nomination and RemunerationPolicy final.pdf.

34. 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 along with expected timelines for resolving concerns reported and measures available to safeguard against victimization of the whistle blower who avails of such mechanism. The whistle blower is provided access to the Chairperson of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Mechanism is available on the website of the Company at https://www. primeinfobase.in/360ONE/files/policies/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.

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.

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR 2022-23 AND DATE OF THIS REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year under review and the date of this Report.

36. 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 20, 2023 Place: Mumbai