Directors Report of 360 One Wam Ltd.

Mar 31, 2025

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)

Particulars	2024-25	2023-24
Gross Total Income	3,684.39	2,924.73
Less: Expenditure	2,249.94	1,916.19
Profit / (Loss) Before Taxation and Exceptional Item	1,434.45	1,008.54
Less: Exceptional Item	87.63	-
Profit / (Loss) Before Taxation	1,346.82	1,008.54
Less: Taxation - Current	311.98	157.92
- Deferred	19.54	46.41
Net Profit / (Loss) After Tax	1,015.30	804.21
Other Comprehensive Income	0.08	(2.41)
Total comprehensive income for the year (Comprising profit and other comprehensive income for the year)	1,015.38	801.80

Standalone Financial Results (Rs. in Crores)

Particulars	2024-25	2023-24
Gross Total Income	743.02	968.37
Less: Expenditure	281.88	232.74
Profit / (Loss) Before Taxation and Exceptional Item	461.14	735.63
Less: Exceptional Item	87.63	-
Profit / (Loss) Before Taxation	373.51	735.63
Less: Taxation - Current	83.94	10.29
- Deferred	(44.96)	46.31
Net Profit / (Loss) After Tax	334.53	679.03
Other Comprehensive Income	(0.12)	(0.18)
Total comprehensive income for the year (Comprising profit and other comprehensive income for the year)	334.41	678.85

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^thlargest 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:

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

â¢ Continued momentum in capital expenditure and
private investment,

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

â¢ 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

Region	Annual Inflation (Percent)
Region	Nov 2024	Dec 2024	Jan 2025
World	5.0	4.8	4.7
North America	2.7	2.8	2.9
Europe and Central Asia	6.2	6.2	6.3
Sub Saharan Africa	14.8	15.0	14.6
Latin America and Caribbean	15.3	12.8	10.6
Middle East and North Africa	10.9	10.5	10.7
East Asia and Pacific	1.0	1.0	1.3
South Asia	5.6	5.3	4.3

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

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

â¢ 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.

â¢ 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.

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

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

â¢ 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:

Type of dividend	Date of Declaration	Amount of dividend per equity share	Face value per equity share	Percentage of dividend
First interim dividend	April 23, 2024	Rs. 3.5/-	Re. 1/-	350%
Second interim dividend	July 30, 2024	Rs. 2.5/-	Re. 1/-	250%

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 2021Â¬
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
[email protected].

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 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 selfÂ¬
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''

Category	Name of the Directors
Independent & NonÂ¬ Executive Directors	Mr. Akhil Gupta - Chairperson
	Ms. Revathy Ashok
	Mr. Pierre De Weck
	Mr. Sandeep Tandon
Managing Director & Promoter	Mr. Karan Bhagat
Non-Executive Director & Promoter	Mr. Yatin Shah
Non-Executive Directors (Nominee Directors)#	Mr. Rishi Mandawat
Non-Executive Directors (Nominee Directors)#	Mr. Pavninder Singh

# 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:

â¢ Mr. Karan Bhagat, Managing Director,

â¢ Mr. Sanjay Wadhwa, Chief Financial Officer
and

â¢ 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 [email protected].

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"):

â¢ IIFL Wealth Employee Stock Option Scheme - 2015

â¢ IIFL Wealth Employee Stock Option Scheme - 2019

â¢ IIFL Wealth Employee Stock Option Scheme - 2021

â¢ IIFL Wealth Employee Stock Option Scheme - 2022

â¢ 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 COMPANYâS 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^rdAGM. 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. AUDITORâS 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:

Qualifications, reservations, adverse remarks or disclaimers	Explanations or comments by the Board
Filing of a disclosure with stock exchanges intimating submission of an application to stock exchanges for reclassification of certain promoters of the Company as per Regulation 31A(8)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with a delay of 7 days (instead of statutory timeline of 24 hours), which was disclosed by the Company wide an intimation dated March 29, 2025.	The Company has enhanced the maker checker mechanism and more regular monitoring of the compliance checklists to avoid such instances in future.
Missing to attach the annexure to security cover for Listed NonÂ¬ Convertible Debentures as per regulation 54(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for quarter ended December 31, 2024, as a part of Board Outcome submitted to stock exchange dated January 27, 2025. The Company has applied to the BSE Limited for waiver of the fine levied by BSE Limited explaining the ''technical glitch''	The Company has applied to the BSE Limited for waiver of the fine levied by BSE Limited explaining the ''technical glitch'' and the Company is following up with BSE.

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

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.

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:

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

â¢ Installation of capacitors to save power,

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

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

â¢ Energy efficient UPS racks have replaced legacy
UPS system,

â¢ Automatic power shutdown of idle monitors,

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

â¢ Minimizing air-conditioning usage,

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

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

â¢ 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.

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 DIRECTORSâ 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

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:

â¢ There was no change in the nature of business of
the Company;

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

â¢ 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;

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

â¢ 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

https://www.pib.gov.in/PressNoteDetails.aspx 6NoteId = 154660

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

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news/447735#:~:text=Login,More:%20Germany%20Inflation%20Rate

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news/447735#:~:text=Login,More:%20Germany%20Inflation%20Rate

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

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3-0-percent-from-january-2024-to-january-2025.htm#:~:text=The%20
Consumer%20Price%20Index%20rose,U.S.%20Bureau%20of%20
Labor%20Statistics

Mar 31, 2024

Your Directors have pleasure in presenting the Seventeenth Annual Report of 360 ONE WAM LIMITED ("Company" and formerly known as IIFL Wealth Management Limited) together with the Audited Financial Statements for the year ended March 31,2024.

1. FINANCIAL RESULTS

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

OrvncrvliHa taH Financial Pocnlfc in

Particulars	2023-24	2022-23
Gross Total Income	2,924.73	2,063.78
Less: Expenditure	1,916.19	1,213.49
Profit / (Loss) Before Taxation	1,008.54	850.29
Less: Taxation - Current	157.92	226.02
- Deferred	46.41	(33.62)
Net Profit / (Loss) After Tax	804.21	657.89
Other Comprehensive Income	(2.41)	9.93
Total comprehensive income for the year (Comprising profit and other comprehensive income for the year)	801.80	667.82

Standalone Financial Results C in Crores)

Particulars	2023-24	2022-23
Gross Total Income	968.37	663.64
Less: Expenditure	232.74	147.97
Profit / (Loss) Before Taxation	735.63	515.67
Less: Taxation - Current	10.29	40.94
- Deferred	46.31	(21.12)
Net Profit / (Loss) After Tax	679.03	495.85
Other Comprehensive Income	(0.18)	(0.06)
Total comprehensive income for the year (Comprising profit and other comprehensive income for the year)	678.85	495.79

2. REVIEW OF BUSINESS AND OPERATIONS

For the financial year ended March 31, 2024 ("FY24"), the Company reported its highest ever profit after tax ("PAT"), at INR 802 Crores. Considering the business and financial numbers; in line with our focus on average recurring revenue ("ARR") assets, total ARR assets under management ("AUM") increased to INR 2,27,879 Crores which was up 36.3% year-on-year ("YoY"). This growth was driven by strong net flows at INR 26,915 Crores during the year under review.

Further, the overall active ARR AUM stood at INR 1,99,606 Crores, while ARR AUM of our wealth management ("Wealth") stood at INR 1,55,631 Crores, up 43% YoY, even as the ARR AUM of asset management ("AMC") business stood at INR 72,248 Crores, up 24% YOY.

The ARR Revenues for the full year grew by 13.6% YoY at INR 1,331 Crores, led by growth in assets across business segments and healthy retentions on Active ARR AUM. Our ARR Revenues, as a percentage of total revenues from operations, stood at 72%.

Further, the total Revenue from Operations was up 17.9% YoY, at INR 1,846 Crores, for FY24. The year also witnessed higher transactional/brokerage income, mainly driven by opportunities in the private markets. Our large UHNI client base has allowed us to capitalise on such opportunities, creating value for the clients and the firm.

In FY24, our Total Revenues were up 25.3% YoY at INR 1,965 Crores, supported by higher other income. Separately, our Total Costs were up 33.1% YoY, at INR 956 Crores, due to the addition of multiple large teams in the Wealth segment and investment in the HNI and Global business segments.

Our employee costs rose by 36.3% YoY, on account of additional headcount, including certain senior level hires and accordingly, our Cost-to-Income ratio stood at 48.7%.

We expect the employee costs ratio to gradually settle down over the next few quarters as the new business initiatives and new teams start generating revenues. The overall cost to income ratio, without the expense attributable to the new initiatives, was 44.4%.

Our tangible return on equity ("RoE") was at 30.1% in FY24, vis-a-vis 26.7% in FY23. Importantly, our tangible RoE (i.e., RoE excluding goodwill & intangibles) was robust at 35.2% for the last quarter, as a result of prudent capital management and regular dividend payout.

Segment-wise, our wealth management division witnessed a rise in Revenue from Operations to INR 1,362 Crores, from Rs 1,110 Crores in FY23, with the ARR revenue rising to INR 847 Crores from INR 716 Crores in the year ago period. Further, the transaction based revenue ("TBR") for this segment stood at INR 515 Crores in FY24, from INR 394 Crores in FY23 mainly driven by opportunities in the private markets. Other income too saw an increase to INR 107 Crores in FY24 from INR 3 Crores in FY23, while the cost increased from INR 527 Crores to INR 719 Crores in the same period mainly due to additional headcount, including certain senior level hires. Accordingly, our Profit Before Tax stood at INR 750 Crores, for FY24, as against INR 586 Crores in FY23, for the wealth management business.

The growth in our wealth management client base has been very healthy for FY24, given that we have onboarded over 400 new clients with INR 10 Crores ARR AUM. Clients with a total AUM of INR 10 Crores stood at over 2,750 and account for 93% of our Wealth AUM (excluding custody assets).

Moving to the Asset management vertical, our Revenue from Operations rose to INR 483 Crores in FY24, as against INR 455 Crores in the previous year, and other income rose to INR 13 Crores, from INR 1 Crore in the year-ago period. Our cost increased to INR 238 Crores in FY24, from INR 191 Crores in the previous fiscal. Accordingly, the Profit Before Tax, for the Asset Management segment, stood at INR 259 Crores in FY24 vis-a-vis INR 264 Crores in FY23.

Similar to our wealth management business, our asset management segment also witnessed healthy growth in number of client folios which rose from 167,000 in FY23 to 189,000 in FY24

Additionally, we continue to take pride in the external recognitions received by our Wealth and AMC businesses. We are very proud to be awarded the Best Private Banker at both Euromoney and Asian Private Bank for last year.

Lastly, we are very excited by the path-breaking work being done by the 360 ONE Foundation ("Foundation"). Over the last few years, we have transformed the traditional grant giving to a catalytic approach towards CSR, leveraging outcome-based & blended financing to

unlock additional pools of capital and driving exponential impact for the end beneficiaries. We look forward to sharing more on Foundation''s work over the course of the year.

3. MACROECONOMIC OVERVIEW

YEAR IN REVIEW

In 2023, India''s economy was on an upward trajectory closing the year with a GDP of USD 3.73 trillion and a GDP per capita of USD 2,610, outpacing the global average growth rate of 3.2%¹. The key factors driving this growth include inflation management, investment, and sectoral performance.

Inflation in India started settling with CPI inflation in March 2024 at 4.85%, well within the Reserve Bank of India''s comfort zone. The core inflation remained stable, suggesting food price shocks were the main contributors to inflation deviations. The Reserve Bank of India''s neutral monetary policy aimed to stabilize prices amidst supply chain disruptions.

Exports showed promise, particularly in telecom instruments, electric machinery, and drug formulations, buoyed by increased FDI and FPI inflows projected at USD 44.4 billion and USD 33.9 billion, respectively in 2024. The manufacturing sector saw robust growth, aided by initiatives like the Production-Linked Incentive ("PLI") scheme.

GLOBAL INFLATION

In December 2023, the euro area annual inflation rate rose to 2.9% from 2.4% in November, marking a significant increase from the 9.2% rate observed a year earlier². Similarly, the European Union''s annual inflation rate climbed to 3.4% from 3.1% in November, compared to 10.4% a year prior. According to Eurostat, Denmark, Italy, and Belgium reported the lowest annual rates at

0.4% and 0.5% respectively, while Czechia, Romania, and Slovakia recorded the highest rates at 7.6%, 7.0%, and 6.6% respectively. In December, services made the highest contribution to the annual euro area inflation rate, followed by food, alcohol & tobacco, non-energy industrial goods, and energy.

Meanwhile, US consumer prices surged 3.4% annually in 2023³, a marked improvement from December 2022''s rate of 6.5%. The monthly Consumer Price Index ("CPI") rose by 0.3% in December compared to the previous month, with shelter costs driving over half of the monthly increase. Although higher than November, gas prices remained relatively stable. Despite the annual acceleration, the underlying inflation measure slowed further.

1 https://www.imf.org/en/Publications/WEO/Issues/2024/04/16/world-economic-outlook-april-2024

2 https://ec.europa.eu/eurostat/documents/2995521/18343103/2-1 701 2024-AP-EN.pdf/9d885442-f323-cdde-e 1 49-17ed99a63a6f#:~:text = The%20euro%20area%20annual%20 inflation,%2C%20the%20rate%20was%2010.4%25.

3 https://edition.cnn.com/2024/01/11/economy/cpi-inflation-december/ index.html

India witnessed a moderation in CPI inflation pressures in 2 0 23⁴, with high energy prices being a significant contributor in 2022 but easing during 2023. The moderation continued in the early months of 2024, with March 2024 inflation coming in at a 10-month low of 4.85% on moderating food prices.

FUTURE BUSINESS OUTLOOK

While the global economic landscape is peppered with challenges, including sticky inflation, geopolitical turmoil, and the possibility of a slowdown, we are confident about the significant opportunity for Indian wealth and asset managers.

India witnessed more than 150 OFS/IPOs and over 600 stake sales in FY24, unlocking approximately USD 27 billion in value while the data from top 50 cities suggest there are about 150,000 folios with ticket sizes ranging above INR 1 crore. The robust growth of 12-15% CAGR, depicted by high-ticket financial asset classes such as AIF, PMS and unlisted equity further strengthens our belief even as the annual growth projections of 13-15%, over the next 3-5 years, for UHNI and HNI clients indicates a higher level of wealth creation in these segments as compared to the average economic growth estimates.

We have always believed in defining sharp strategic focus areas, creating deep competitive moats, and giving disproportionate attention to execution. This has allowed us to take the right capital allocation decisions, significantly invest in talent, platform and technology, and drive innovation on products and propositions and we are even better positioned today to sustain our offerings, while scaling up to meet the requirements of larger client segments and new business engines.

Going forward, we see our strategic thrust on four key areas -

â¢ Geographic deepening for our core UHNI Wealth clients,

â¢ Extending our core to be the Wealth Manager of choice for the HNI segment,

â¢ Building a robust proposition for the ''Global Indian'', and

â¢ Driving growth in our asset management business through an expansion in institutional relationships and new fund strategies.

With the new business areas starting to accrue revenues, we would expect our overall cost-to-income to reduce to the 44% level over the next 2-3 years. On the Capital Efficiency front, our tangible ROE has moved from 7.7% to 30% over the last 4 years, owing to a prudent release of additional capital as well as continued dividend distribution approach.

We have also sustained our pole position as being the employer of choice for our business areas, as is specifically evidenced by the addition of a significant number of senior private bankers as well as the deep, experienced investment professionals we have added over the last 1224 months. Our employee retention figures continue to be industry-leading, with voluntary attrition at only 5.4% for FY24. 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:

Type of dividend	Date of Declaration	Amount of dividend per equity share	Face value per equity share	Percentage of dividend
First interim dividend	May 4, 2023	Rs. 4/-	Re. 1/-	400%
Second interim dividend	July 20, 2023	Rs. 4/-	Re. 1/-	400%
Third interim dividend	November 2, 2023	Rs. 4/-	Re. 1/-	400%
Fourth interim dividend	January 18, 2024	Rs. 4.5/-	Re. 1/-	450%

The total dividend for the financial year ended March 31, 2024, amounts to Rs. 16.5/- per equity share of face value Re. 1/- each, with total outlay under the aforesaid dividends of Rs. 5,90,04,00,280/-.

https://www.spglobal.com/marketintelligence/en/mi/research-analysis/

indias-rapid-growth-continues-as-inflation-pressures-ease-further-nov23.

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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 set out in the Dividend Distribution Policy.

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, 2024, 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 IIFL 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. 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. 2,16,148/-, 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

The total paid-up share capital of the Company as on March 31, 2024, was Rs. 35,88,62,640/- divided into 35,88,62,640 equity shares of face value Re. 1/-each, increased from Rs. 35,60,89,556 /- divided into 35,60,89,556 equity shares of face value Re. 1/- each, as on March 31,2023. The increase in paid up share capital during the year under review was due to the allotment of equity shares pursuant to exercise of employee stock options.

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.

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 Rs. 10,00,000/- each, aggregating to nominal value of Rs. 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.

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

As at March 31, 2024, the Company had issued commercial paper ("CPs") with an outstanding amount of Rs. 624,00,00,000/-.

7. TRANSFER TO RESERVES

During the year under review, the Company proposes to transfer Rs. 4,16,376/- 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. During the year under review, on December 21,2023, the Company acquired balance 9% (nine percent) of the paid up equity share capital of MAVM Angels Network Private Limited on fully diluted basis. Accordingly, MAVM Angels Network Private Limited has become a wholly owned subsidiary of the Company.

2. During the year under review, on October 31, 2023, the Company incorporated 360 ONE Alternates Asset Management Limited, a wholly owned subsidiary in India under the provisions of the Act.

3. During the year under review and with effect from April 1, 2024, the business consisting of management of the alternative investment funds ("AIF") of category I and II registered with SEBI, in the capacity of acting as an investment manager ("AIF Business") including the co-investment Portfolio Management Business ("Coinvest PMS"), stood transferred by 360 ONE Asset Management Limited (formerly known as IIFL Asset Management Limited), a wholly owned subsidiary of the Company ("Transferor"), to 360 ONE Alternates Asset Management Limited, also a wholly owned subsidiary of the Company ("Transferee").

As on March 31, 2023, the Company had 14 subsidiaries and in view of the above, as on March 31, 2024, the Company has 15 subsidiaries. The details of the subsidiaries of the Company are provided below.

10. DETAILS OF SUBSIDIARIES

March 31, 2024 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 31,2024. 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://www. primeinfobase.in/360ONE/files/policies/360ONE_Policy_ For_Determining_Material_Subsidiary.pdf. The audited financial statements of the subsidiaries of the Company for the financial year ended March 31, 2024, 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 [email protected].

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)

- 360 ONE Alternates Asset Management Limited

- 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_ on_determination_of_materiality_of_information_ and_events.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 and Section 134 of the Act, the draft Annual Return of the Company as on March 31, 2024, 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 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 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, (a) no Director resigned from the Board and (b) the Board of Directors on recommendation of Nomination and Remuneration Committee, approved the appointment of Mr. AkhiL Kumar Gupta (DIN : 00028728) as an Additional, NonExecutive, Independent Director on the Board of the Company with effect from January 18, 2024. In the opinion of the Board, Mr. AkhiL Kumar Gupta possesses innate knowLedge, experience and expertise which wouLd be beneficial for the Company. The Board also noted that

Mr. AkhiL Kumar Gupta 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. AkhiL Kumar Gupta as Non-Executive Independent Director of the Company for a term of five consecutive years with effect from January 18, 2024 to January 17, 2029 (both days inclusive) via Postal Ballot on February 23, 2024.

Accordingly, the composition of Board of Directors of the Company as on March 31,2024 is as follows:

Category	Name of the Directors
Independent & Non-Executive Directors	Mr. NiLesh Vikamsey - Chairperson
	Ms. Geeta Mathur
	Dr. Subbaraman Narayan
	Mr. Pankaj Vaish
	Mr. AkhiL Kumar Gupta
Managing Director & Promoter	Mr. Karan Bhagat
Non-Executive Directors & Promoters	Mr. NirmaL Jain
	Mr. Venkataraman Rajamani
	Mr. Yatin Shah
Non-Executive Directors (Nominee Directors)	Mr. Rishi Mandawat#
Non-Executive Directors (Nominee Directors)	Mr. Pavninder Singh#

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

Dr. Subbaraman Narayan, Independent Director of the Company, who shall complete his term as an Independent Director on June 24, 2024, in view of his advancing age and personaL commitments, does not wish to be considered for re-appointment as an Independent Director of the Company for the second term. Accordingly, he will cease to be the Director of the Company with effect from June 25, 2024.

The Board, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Ms. Revathy Ashok (DIN: 00057539) as an AdditionaL, Non-Executive, Independent Director of the Company from ApriL 23, 2024, subject to approvaL of the sharehoLders of the Company for a term of five consecutive years with effect from ApriL 23, 2024 to ApriL 22, 2029 (both days incLusive).

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.

ALL the Independent Directors of the Company have submitted the requisite decLarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. Based on the annual declaration 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.

AU 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. Nirmal Jain and Mr. Venkataraman Rajamani, who are liable to retire by rotation at the ensuing annuaL generaL meeting ("AGM") of the Company for the financial year ended March 31,2024, in view of their personal commitments and pre-occupation, do not wish to be considered for reappointment as a director of the Company. Further, the Board at its meeting held on April 23, 2024, approved that the vacancy(ies) arising from the aforesaid retirements shaLL not be fiLLed at the AGM, subject to approvaL of the members of the Company at the said AGM. The necessary resoLutions to this effect are incLuded in the notice convening the AGM.

c. Meetings of the Board of Directors

During the year under review, 7 (seven) 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 meetings did not exceed 120 days. 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 20, 2024. 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.

During the year under review, towards laying down the governance structure and policy framework for the environment, social and governance ("ESG") matters, the Board adopted Environment, Social and Governance Policy. The Board also increased the scope of the Corporate Social Responsibility Committee for ESG matters as per ESG Policy and also changed the nomenclature of Corporate Social Responsibility Committee to Corporate Social Responsibility and Environment, Social and Governance Committee with effect from November 2, 2023.

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 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 Auditor, Secretarial Auditor and Internal Auditor 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:

â¢ Mr. Karan Bhagat, Managing Director,

â¢ Mr. Sanjay Wadhwa, Chief Financial Officer and

â¢ 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 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 (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. 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 Board at its meeting held on November 2, 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 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 [email protected].

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"):

â¢ IIFLW ESOP - 2015

â¢ IIFLW ESOP 2019

â¢ IIFL Wealth ESOP Scheme - Under Composite Scheme of Arrangement

â¢ IIFLW ESOP - 2021

â¢ IIFLW Employee Stock Option Scheme 2022

â¢ 360 ONE Employee Stock Option Scheme 2023

During the year under review, there was no variation in the terms of the options granted under any of the aforesaid Schemes. All the aforesaid Schemes are in compliance with applicable ESOP 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 for the aforesaid Schemes, in respect of the year ended March 31, 2024 (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 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 these 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://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 of the Company and the Company''s future operations.

19. STATUTORY AUDITOR

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 auditor 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. AUDITOR''S REPORT

The reports of the statutory auditor 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 auditor in their reports for the financial year ended March 31,2024.

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 auditor 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 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(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 (formerly known as IIFL Asset Management Ltd) and 360 ONE Distribution Services Limited (formerly known as IIFL Wealth Distribution

Services Limited) for the financial year ended March 31, 2024, are also annexed herewith as Annexure VII. 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, 2024, to the stock exchanges within the prescribed time and the same is available on websites 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 at https://www.360.one/ investor-relations.html.

22. FEMA COMPLIANCE

The Company has complied with the provisions for downstream investment from time to time.

Further, pursuant to Master Direction on Foreign Investment in India and circulars issued thereunder by Reserve Bank of India ("RBI"), the Company has obtained a certificate from the statutory auditor who has certified the compliance by the Company with the provisions of these rules for the downstream investment in this regard, except for pendency of filing of details of certain downstream investments by 360 ONE Distribution Services Limited, a wholly owned subsidiary of the Company ("DSL"), with Foreign Investment Promotion Board ("FIPB"). The Company and DSL will take all the necessary steps to complete the said filings with FIPB at earliest.

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 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 2023-24 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, 2024, 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://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:

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

â¢ Installation of capacitors to save power,

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

â¢ Replacing CFLs with LED lights,

â¢ Automatic power shutdown of idle monitors,

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

â¢ Minimizing air-conditioning usage,

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

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

â¢ 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 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. We have implemented master data management including one of the most complex securities reference data hubs, data lake, data warehouse and data governance. We have transformed onboarding and front office sales and service and are in the process of migrating legacy monolithic applications to micro services and API first capabilities. 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 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 31,2024, was Rs. 1,40,26,530/- and the foreign exchange expenditure during financial year ended March 31,2024, was Rs. 25,80,94,089/-.

27. 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://www.primeinfobase.in/360ONE/files/ policies/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.

28. 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.

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 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.

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 2023-24 forms part of the Annual Report.

During the year under review, the Company released its maiden 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 2022-23, reflected our dedication to creating a more sustainable future and the same is available on the website of the Company at https://www.primeinfobase.in/360ONE/ files/360ONE_Sustainability_Report_FY-2022-23.pdf.

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 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://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 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.

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR 2023-24 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: June 11,2024 Place: Mumbai

Mar 31, 2023

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:

Consolidated Financial Results		(T in Crores)
Particulars	2022-23	2021-22
Gross Total Income	2,063.78	2,077.83
Less: Expenditure	1,213.49	1,326.53
Profit/(Loss) Before Taxation	850.29	751.30
Less: Taxation - Current	226.02	123.28
- Deferred	(33.62)	50.28
Net Profit/(Loss) After Tax	657.89	577.74
Other Comprehensive Income	9.93	3.99
Total comprehensive income for the year (Comprising profit and other comprehensive income for the year)	667.82	581.73
Standalone Financial Results		C in Crores)
Particulars	2022-23	2021-22
Gross Total Income	663.64	594.77
Less: Expenditure	147.97	142.34
Profit/(Loss) Before Taxation	515.67	452.43
Less: Taxation - Current	40.94	13.27
- Deferred	(21.12)	31.73
Net Profit/(Loss) After Tax	495.85	407.43
Other Comprehensive Income	(0.06)	(0.66)
Total comprehensive income for the year (Comprising profit and other comprehensive income for the year)	495.79	406.77

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

GLOBAL INFLATION

FUTURE BUSINESS OUTLOOK

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

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 [email protected].

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.

*Accordingly, the composition of Board of Directors of the Company as on March 31,2023, is as follows:
Category	Name of the Directors
Independent & Non-Executive Directors	Mr. Nilesh Vikamsey - Chairperson
	Ms. Geeta Mathur
	Dr. Subbaraman Narayan
	Mr. Pankaj Vaish
Managing Director & Promoter	Mr. Karan Bhagat
Non-Executive Directors & Promoters	Mr. Nirmal Jain
	Mr. Venkataraman Rajamani
	Mr. Yatin Shah
Non-Executive Directors (Nominee Directors)	Mr. Rishi Mandawat#
Non-Executive Directors (Nominee Directors)	Mr. Pavninder Singh#
# nominated by BC Asia Investments X Limited., equity shareholder in 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.

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:

â¢ Mr. Karan Bhagat, Managing Director,

â¢ Mr. Sanjay Wadhwa, Chief Financial Officer and

â¢ 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.

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"):

â¢ IIFL Wealth Employee Stock Option Scheme - 2015

â¢ IIFL Wealth Employee Stock Option Scheme - 2019

â¢ IIFL Wealth ESOP Scheme - Under Composite Scheme of Arrangement

â¢ IIFL Wealth Employee Stock Option Scheme - 2021

â¢ 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.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND THE COMPANYâS 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. AUDITORSâ 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:

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

â¢ Installation of capacitors to save power,

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

â¢ Replacing CFLs with LED lights,

â¢ Automatic power shutdown of idle monitors,

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

â¢ Minimizing air-conditioning usage,

â¢ Procuring 100% green energy at our Mumbai Corporate - office,

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

â¢ 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:

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):

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.

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.

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 DIRECTORSâ APPOINTMENT AND REMUNERATION

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

Mar 31, 2022

Your Directors have pleasure in presenting the Fifteenth Annual Report of 11F L Wealth Management Limited ("the Company") together with the Audited Financial Statements for the year ended March 31, 2022.

1^- FINANCIAL RESULTS

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

Consolidated Financial Results

('' in Mn)
Particulars			2021-22	2020-21
Gross Total Income			20,778.32	16,590.20
Less: Expenditure			13,265.32	11,740.96
Profit / (Loss) Before Taxation			7,513.00	4,849.24
Less: Taxation - Current			1,112.16	1,239.61
- Deferred			623.46	(82.29)
Net Profit / (Loss) After Tax			5,777.38	3,691.92
Other Comprehensive Income			39.91	1.18
Total comprehensive income for the year comprehensive income for the year)	(Comprising	profit and other	5,817.29	3,693.10
Standalone Financial Results				('' in Mn)
Particulars			2021-22	2020-21
Gross Total Income			5,947.67	7,667.61
Less: Expenditure			1,404.57	1,011.43
Profit / (Loss) Before Taxation			4,543.10	6,656.18
Less: Taxation - Current			135.76	211.46
- Deferred			318.93	41.02
Net Profit / (Loss) After Tax			4,088.41	6,403.70
Other Comprehensive Income			(6.56)	0.48
Total comprehensive income for the year comprehensive income for the year)	(Comprising	profit and other	4,081.85	6,404.18

^ REVIEW OF BUSINESS AND OPERATIONS

Total Assets under management including custody assets are '' 3,27,237 Crs as on March 31, 2022.

The wealth management business has client assets of '' 2,06,170 Crs, excluding custody assets. Custody assets were an additional '' 65,493 Crs. while the Asset Management business has '' 55,574 Crs of assets under management as on March 31, 2022 of which '' 30,997 Crs are AIF Assets, '' 18,505 Crs are PMS (Portfolio Management Services) and SMA (Specially Managed Accounts) Assets and '' 4,519 Crs are Mutual Fund assets.

Continuing focus on increasing Recurring Revenues has resulted in an increase in ARR generating assets

by 41.6% to '' 1,44,432 Crs and an increase in Recurring revenues by 56.4% YoY to '' 912 Crs.

IIFL-One has been well received by clients with Assets Under Management increasing by 171% YoY to '' 32,724 Crs and Revenues increasing 63.1% YoY to '' 90 Crs.

Total Net flows during the year were '' 31,422 Crs. Net Flows in Wealth Management were '' 19,464 Crs and '' 11,957 Crs in Asset Management.

Total Consolidated Revenue for the year was up 45.8% YoY at '' 1,535 Crs, as compared to '' 1,053 Crs for FY 21, while Revenue from Operations, was up 52.7% YoY at '' 1,398 Crs.

Overall Retention on Total Revenue stood at 63 bps and Retention on Revenue from Operations was 57 bps. Retention on Wealth Management Assets was 53 bps and Retention on Asset Management Assets was 73 bps.

Overall Costs for the year were up 38.1% to '' 784 Crs. Employee Costs were up 44.1% YoY at'' 602 Crs, of which, Fixed Employee costs were at '' 304 Crs and Variable Employee costs were at '' 267 Crs.

Admin and Other expenses increased 21.3% YoY to '' 183 Crs. Operating PBT (OPBT) was up 76.7% YoY to '' 614 Crs. Profit before tax (PBT) for the year was up 55% YoY to '' 751 Crs.

Profit After Tax (PAT) for FY22 was up 57.5% at '' 582 Crs from '' 369 Crs in FY21. Average Net worth in FY22 stood at '' 2,882 Crs as against '' 2,953 Crs in FY21. This was largely on account of a Dividend pay-out of '' 55 during the year.

Return on Equity (RoE) for the year was at 20.2% and RoE Ex-GoodwiU & Intangibles was 24.7%

The Company is a Category I Merchant Banker registered with Securities and Exchange Board of India ("SEBI") pursuant to SEBI (Merchant Bankers) Regulations, 1992 and also holds certificate of registration as a Research Analyst pursuant to SEBI (Research Analysts) Regulations, 2014.

^ MACROECONOMIC OVERVIEWYear in review

The year 2021 started with the promise of hope as the world welcomed the COVID 19 vaccine and a mass vaccination drive started across most of the major countries in the world. From that perspective, India has made significant progress and holds the distinction of having vaccinated a majority of its population. Buoyed by positive sentiment, a rush of pent up demand, and signs of tepid recovery, the stock markets in India, and the world, continued to make a steady ascent.

Correspondingly, the flows through Systematic Investment Plans (SIPs) and new demat accounts increased at an unprecedented rate as more investors entered the stock market to take advantage of the buoyancy. However, towards the end of the calendar year 2021, risks started emerging in the form of heightened inflation and increasing interest rates. Further, markets plunged, and crude oil increased sharply in response to Russia''s invasion of Ukraine.

Global Inflation

Steadily rising inflation became a bane for the global economy and compelled central banks across the globe to raise interest rates to stem its rise. While initially most central banks prioritised growth over controlling inflation, heightened levels of price increase became a major cause for concern. From a low of around 1.4% in 2020, inflation rate in the United States (US) rose to 7% in 2021 and then increased further to 8% in 2022,

registering a 40 year high of 8.5%.¹ Correspondingly, inflation rates across the globe increased at a similar clip. Inflation rate in Germany in April 2022 rose to a 41-year high of 740%² while in the United Kingdom, March 2022 inflation scaled to a 30-year high of 7%³. To combat inflation, the US Federal Reserve kick started the increasing rate regime and most global central banks, including India''s Reserve Bank of India (RBI) followed suit. However, a key point to note is that even though inflation in India is rising and the RBI has already started increasing interest rates, it is so far not as big a concern as it is globally. A closer look at the inflation print, will show that the increase in inflation is primarily due to increasing food and fuel prices. While the former can be meaningfully dealt with in the wake of a good monsoon season, the latter might continue to be a concern in the short term. A quick look at India''s inflation trajectory will show that despite a recent spike, inflation rates in India continue to be significantly lower than the highs witnessed in the past. In a fast-growing economy like India, where incomes and consumption are increasing at unprecedented rates, some amount of inflation is inevitable. From that perspective, Indian businesses currently seem well-positioned to absorb moderate rate hikes and continue their growth trajectory.

FUTURE BUSINESS OUTLOOK

The economic landscape, over the last few months, has been affected by a variety of geopolitical factors and macro environment alterations, leading to an unexpected rise in both inflation and interest rates. This has led to concerns regarding the short-term outlook and high volatility across asset categories. We believe that many of these challenges are transitory in nature and remain positive on the medium and long-term opportunities offered by the Indian economy. Further, our focus on the three key tenets of strategy, growth, resilience and agility has enabled us to weather the storm efficiently and prepare for the possibilities that lie ahead.

Considering the growth tenet, we can confidently state that we have been fortunate enough to be a part of one of the greatest wealth creation cycles that India has witnessed and, going ahead, we expect these opportunities to continue, at least in the foreseeable future. The market size is expanding exponentially, given the fact that the wealth commandeered by the ultra HNI and HNI categories continues to increase at an unprecedented speed. Additionally, we are not only seeing growth in absolute wealth but also witnessing wealth creation in tier 2 and tier 3 cities. Given our vintage, robust platform, deep understanding of client requirements, and the expertise of our team, we are well-positioned to leverage emerging opportunities in lower tier cities and capture a large market share in these pockets. Further, our focus on building digital capabilities has also enhanced our position in terms of expanding our customised wealth management solutions to untapped segments.

The next strategic tenet we follow is resilience and this is visible in the continuous efforts we have put in, over the last few years, to foster business-wide resilience in the face of unprecedented shocks and volatility. We are focused on ensuring resilience against both market driven and event-based volatilities and ensure that business continues to grow at a steady clip. A key factor supporting this resilience is the bold move we made in 2019 to move our revenue recognition model from a transaction driven or upfront commission-based model to a more resilient management fee or annuity distribution commissions based model. While the adoption of this approach was slow, it has accelerated in the recent past with today a major part of AUM and revenues stemming from the recurring fee model. This has enabled us to transition to the forefront of the evolving industry dynamics while also boosting client acceptance and appreciation. We have witnessed a surge in both AUM and revenue growth in FY22, along with a strong rise in profitability. Our ARR assets have grown 41.6% along with a corresponding growth of 56.4% in ARR. Currently, we are almost at the fag-end of this transition and we aim to move ahead with a steady state model in the future.

The pandemic has reiterated the imperative nature of agility when it comes to sustaining businesses and organizations and, therefore, agility is the third key tenet of our strategy. As a business, we have been historical frontrunners when it comes to product innovation and customising client-based product structures aligned with both market ups and downs. Our well-equipped, full-service platform, featuring both wealth and alternate success management systems, enables us to constantly engage our clients in a fruitful and sustainable manner, building confidence and enhancing recall. We are also exceptionally agile when it comes to offering differentiated solutions for the disparate needs of our clients, ensuring brand loyalty and customer retention despite volatile environments. Further, we are engaged in consistent digital and technological platform upgrades to ensure seamless transactions for customers and facilitate robust productivity throughout the organisation.

Our ceaseless efforts at staying true to these core tenets have positioned us at the juncture of rapid growth and value creation for all the different stakeholders and we are poised to unlock enormous potential for our clients, employees, and investors. We have also maintained a keen eye on boosting cost and productivity enhancements across the organization and these efforts have now begun to show positive results. We have undertaken initiatives such as cost reduction, technology deployment and strategic outsourcing to bolster the strategy of the organization in the most optimal manner while ensuring benefits of scale. Accordingly, our cost to income ratios have indicated a steady decline and we are positive that these initiatives will offer us operating leverage in the near future, along with significantly improving the firm''s productivity. Going ahead, we will maintain our focus on sustainably bolstering core organizational aspects such as Digital, Compliance and

Risk. We are also keen on expanding and consolidating our market position while also driving enhancements in our platform and differentiated solutions.

We can confidently assert that our unique approach to strategic wealth management has enabled us in retaining our clients and bolstering our AUM and we will continue investing across our people, products, technology, and compliance sectors to foster the best client-service platform aimed at preserving and growing wealth in a sustainable manner. We will also maintain the correct balance between wealth creation and wealth preservation by leveraging our expertise and inviting client involvement in the process. We will also continue to create a synergy between traditional values and new-age technology to resiliently meet our clients'' needs for today and tomorrows. As an experienced organisation propelled by time-tested strategies and novel technology, we will remain committed to building a premium team driven by innovation, knowledge, and expertise.

EQUITY MARKETS

Growing optimism around the global economic recovery, persistent drop in new cases and the progress of vaccination drives supported the global equity markets in 2021. Vaccination roll- outs across the globe and continued economic recovery kept investor and consumer sentiment buoyant. The Hang Seng Index (Hong Kong) and Nikkei 225 Index (Japan) were down by 21.7% and 3.9%, last year. This correction can mainly be attributed to the Russia-Ukraine war and the resulting price pressures on crude oil and various other commodities exported from these countries. European equities suffered from a relatively slow roll-out of COVID-19 vaccines, political uncertainty in Italy, and slower economic recovery amid lockdown restrictions. Brexit uncertainty along with a second wave of virus infections have battered the UK, with the FTSE 100 Index being the slowest performing regional equity market.

Meanwhile, Indian equity markets outperformed the broader Emerging Market (EM) indices, with the Nifty 50 increasing by 19.1% and Nifty 500 by 22.2% in the 12 months ending March 2022. Persistent traction in foreign flows and brighter domestic economic outlook as reflected through steady improvement in several high frequency indicators and better than expected Q4 FY 2020-21 corporate earnings also kept investor sentiment buoyant. This was further supported by stimulus measures announced by the Government and liquidity measures adopted by the RBI.

A surge in trading by retail investors and Foreign Institutional Investors (Fils) fueled a rally in equity markets post the sharp correction of March 2020. Fils were net sellers in FY21-22 to the tune of USD 16 billion as against net buyers to the tune of USD 36.18 billion in FY20-21, an all-time high.⁴ Unlike the Fils, the Domestic Institutional Investors (DIIs) were net buyers to the tune of USD 26.8 billion.

Today, India stands at the cusp of transformative growth and at the start of an economic super cycle as its external dependencies reduce further and the country becomes increasingly self-reliant. According to IMF data as of April 2022, India''s GDP growth rate is projected to be 8.2% in FY23. While the growth rate has been revised marginally downwards, India continues to be one of the better performing economies across the globe. Overarching factors that are likely to give a fillip to economic growth in India include growing strength in export demand, increased focus on indigenous production, domestic demand gaining traction, and a revival in housing. These elements will act as catalysts for the India growth story and engender multiple investment opportunities.

Debt Market Outlook

The net FPI outflow in FY22 amounted to '' 8731 crores against outflow of '' 50444 crores in FY21. 10-year G-sec yields, which spiked in early April 2020 on the back of massive FPI selling and the fear of a significant rise in fiscal deficit, reversed its course soon and started trending lower. The yield moved above 7%, driven by the Russia-Ukraine conflict leading to higher commodities prices and concerns around higher than budgeted Fiscal deficit. The 10-year yield ended 67 bps higher than last year on the back of high inflation, expected rate hike and global uncertainties. Continuing the trend from FY21, the FPI flows into the Indian debt markets remained weak.

Going forward, the outlook on yields will be based on ever evolving dynamics of inflation and interest rate hike. The Russia-Ukraine conflict has been protracted which affected prices of numerous commodities including crude oil leading to high inflation globally, among other factors like supply chain disruption. Due to persistently high inflation globally, the central bankers around the world are raising interest rates and reducing the excess liquidity in the system. In India, we have already witnessed 90bps of interest rate hike by RBI. The market expects a few more rounds of rate hike till the interest rates are at pre-pandemic level. The higher borrowing for FY23 is also weighing on the markets and has been the reason for yields inching up. Recently, the RBI has acknowledged the need to tame inflation which is a deviation from the growth centricity exhibited in the previous policy. Rising interest rates will lead to higher cost of borrowing for the government. However, the RBI may intervene time and again to keep a lid on the 10-year yield. Inflation may head lower from the high backed by good monsoon, which may bode well for the overall economy.

4^ DIVIDEND

During the year under review, the Company:

a) declared first interim dividend of '' 35/- per equity share of face value '' 2/-, on August 3, 2021, and

b) declared second interim dividend of '' 20/- per equity share of face value '' 2/-, on October 27, 2021.

The total dividend for the financial year ended March 31, 2022, amounts to '' 55/- per equity share of face value '' 2/- each, with total outlay under both the aforesaid dividends of '' 485,78,28,410/-.

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 www.iiflwealth.com. 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 IEPF 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, 2022, the Company had 3,669 unclaimed shares which were allotted to IEPF pursuant to composite scheme of arrangement inter-alia amongst IIFL Holdings Limited and the Company. The Company transferred '' 1,80,586/-, being aggregate interim dividends (net of taxes) on the aforesaid 3,669 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.

^ SHARE CAPITAL

The total paid-up share capital of the Company as on March 31, 2022, was '' 17,74,15,60 6/- divided into 8,87,07,803 equity shares of face value '' 2/- each, increased from '' 17,57,65,540/- divided into 8,78,82,770 equity shares of face value '' 2/- each, as on March 31, 2021. The increase in share capital was due to issue of equity shares pursuant to exercise of employee stock options during the year.

^ NON-CONVERTIBLE DEBENTURES

During the year under review, the Company 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. Beacon

Trusteeship Limited is the Debenture Trustee for the Debentures. The Debentures are listed on BSE Ltd. The proceeds of the Debentures were used for general corporate purpose and the details of the end use of such proceeds were provided to the Audit Committee on a periodic basis. There were no Debentures which were not claimed by investors upon allotment and no Debentures were due for redemption during the year under review.

As required under SEBI Circular SEBI/HO/MIRSD/ CRADT/CIR/P/2020/207 dated October 22, 2020, the Company has 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 accordingly has ensured that more than 25% of its incremental borrowing during the year under review was by way of issuance of debt securities.

As at March 31, 2022, the Company had issued commercial paper ("CPs") with an outstanding amount of '' 496,50,00,000/-.

TRANSFER TO RESERVES

During the year under review, the Company proposes to transfer '' 17,837/- to general reserve.

^ 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.

^ MERGER AND ACQUISITIONS

During the year under review:

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 IIFL Wealth Prime Limited ("IWPL" and formerly known as IIFL Wealth Finance Limited), and then demerge the distribution business from IWPL to IIFL Wealth Distribution Services Limited ("IWDSL"), through a composite scheme of arrangement under Sections 230 to 232 of the Act, ("Composite Scheme"). IWCML, IWPL and IWDSL are wholly owned subsidiaries of the Company. The Boards of IWCML, IWPL and IWDSL have approved the Composite Scheme. The appointed date for the Composite Scheme is April 1, 2021 and the Composite Scheme is subject to necessary statutory and regulatory approvals.

2. Accounting and Corporate Regulatory Authority, Singapore, on October 27, 2021, confirmed the

amalgamation of the following wholly owned international subsidiaries of the Company, (i) IIFL (Asia) Pte. Ltd., Singapore (ii) IIFL Capital Pte. Ltd., Singapore and (iii) IIFL Securities Pte. Ltd., Singapore, to become IIFL Capital Pte. Ltd., Singapore. The amalgamation was aimed to achieve economy of scale and focused approach through a single entity and integration of various activities including finance, operations and compliance.

Prior to amalgamation:

a) IIFL Capital Pte. Ltd. was into the business of fund management,

b) IIFL Securities Pte. Ltd. was (i) performing regulated activity of dealing in capital markets products, and (ii) an Exempt Financial Adviser for the regulated activity of advising on investment products and

c) IIFL (Asia) Pte. Ltd. was an investment holding company holding shares of IIFL Capital Pte. Ltd. and IIFL Securities Pte. Ltd.

Post-amalgamation, IIFL Capital Pte. Ltd. is performing both the license activities of IIFL Securities Pte. Ltd. and IIFL Capital Pte. Ltd.

3. 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 Boards of the Company and IIFL Wealth Altiore Limited have approved the Scheme. The appointed date for the Scheme is April 1, 2022 and the Scheme is subject to necessary statutory and regulatory approvals.

10^ DETAILS OF SUBSIDIARIES

4, 2022, approved the audited standalone financial statements of the Company for the financial year ended March 31, 2022 and the audited consolidated financial statements of the Company and its subsidiaries (except IIFLW CSR Foundation), for the financial year ended March 31, 2022. 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, the audited financial statements including the aforesaid audited consolidated financial statements and other related documents, are placed on the website of the Company at www.iiflwealth.com. The audited financial statements of the subsidiaries of the Company for the financial year ended March 31, 2022, are also available on the website of the Company at www.iiflwealth.com. 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 [email protected].

As at date of this Report, the Company has following direct and step-down subsidiary(ies) in which entire share capital is directly or indirectly held by the Company:

Domestic Subsidiaries:

1. IIFL Wealth Prime Limited (formerly known as IIFL Wealth Finance Limited)

2. IIFL Wealth Capital Markets Limited (formerly known as L&T Capital Markets Limited, subsidiary of IIFL Wealth Prime Limited and step-down subsidiary of the Company)

3. IIFL Wealth Distribution Services Limited

4. IIFL Asset Management Limited

5. IIFL Trustee Limited

6. IIFL Wealth Portfolio Managers Limited

7 IIFL Investment Advisor and Trustee Services Limited

8. IIFL Wealth Securities IFSC Limited

9. IIFL Wealth Altiore Limited

10. IIFLW CSR Foundation

International Subsidiaries:

1. IIFL Asset Management (Mauritius) Ltd.

2. IIFL Private Wealth Management (Dubai) Ltd.

3. IIFL Inc. (USA)

4. IIFL Capital (Canada) Limited

5. IIFL Capital Pte. Ltd.

The Policy for Determining Material Subsidiary is available on the website of the Company at www. iiflwealth.com. During the year under review, IIFL Wealth Prime Limited (formerly known as IIFL Wealth Finance Limited) and IIFL Asset Management Limited, were the material subsidiaries of the Company. Further, in accordance with Regulation 24(1) of the SEBI Listing Regulations, 2015, the Company has appointed Dr. Subbaraman Narayan, an Independent Director of the Company, as an Independent Director on the board of directors of IIFL Wealth Prime Limited (formerly known as IIFL Wealth Finance Limited).

During the year under review, the Company has invested USD 3 mn into IIFL Capital Pte. Ltd., Singapore.

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

1^ 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.

1^ ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2022, is available on the website of the Company at www.iiflwealth.com.

1^- DIRECTORS AND KEY MANAGERIAL PERSONNELa. 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 Act and SEBI Listing Regulations, 2015. The Board of the Company represents an optimal mix of professionalism, 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, there was no change in the composition of the Board and the same is as follows:
Category	Name of the Director
Independent Directors	Mr. Nilesh Vikamsey -Chairperson
	Ms. Geeta Mathur
	Dr. Subbaraman Narayan
	Mr. Pankaj Vaish
Managing Director & Promoter	Mr. Karan Bhagat
Non-Executive	Mr. Nirmal Jain
Directors & Promoters	Mr. Venkataraman Rajamani
	Mr. Yatin Shah
Non-Executive	Mr. Sandeep Naik
Directors (Nominee Directors*)	Mr. Shantanu Rastogi
Non-Executive Director	Mr. Gopalakrishnan Soundarajan

* nominated by General Atlantic Singapore Fund Pte. Ltd., equity shareholder in the Company.

Basis the annual declaration 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.

AH 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(2) of the Companies Act, 2013.

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 www.iifiwealth.com.

b. Directors retiring by rotation

In accordance with the provisions of the Act, Mr. Sandeep Naik and Mr. Shantanu Rastogi, shall retire by rotation at the Fifteenth Annual General Meeting ("AGM") of the Company and being eligible, seek re-appointment.

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, 11 (eleven) meetings 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 28, 2022. The details of the same are provided in the Corporate Governance Report, which forms part oftheAnnual 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.

e. Annual evaluation of the Board

Pursuant to the provisions of the Act and SEBI Listing Regulations, 2015, the Board approved the annual performance evaluation results as collated by the Nomination and Remuneration Committee ("NRC"), for the Chairperson, Managing Director, Non-Executive Directors including Independent Directors, Committees of the Board and the Board as a whole, 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.

f. Key Managerial Personnel

As on the date of the Report, the following officials are the "Key Managerial Personnel" of the Company, pursuant to the provisions of Section 203 of the Act:

â¢ Mr. Karan Bhagat, Managing Director,

â¢ Mr. Sanjay Wadhwa, Chief Financial Officer (with effect from September 2, 2021), and

â¢ Mr. Rohit Bhase, Company Secretary and Compliance Officer (with effect from August 4, 2021).

During the year under review, Mr. Mihir Nanavati resigned as the Chief Financial Officer of the Company w.e.f. September 1, 2021 and Mr. Sanjay Wadhwa was appointed as Chief Financial Officer with effect from September 2, 2021. Further, Mr. Amit Bhandari resigned as Company Secretary and Compliance Officer of the Company w.e.f. August 3, 2021 and Mr. Rohit Bhase was appointed as Company Secretary and Compliance Officer w.e.f. August 4, 2021. Mr. Amit Bhandari continues as the Company Secretary and Compliance Officer of IIFL Wealth Prime Limited (formerly known as IIFL Wealth Finance Limited), wholly owned material subsidiary of the Company.

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 the 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, focused on critical and relevant thematic areas such as livelihood and financial inclusion, education and healthcare including COVID relief. The Company and its subsidiaries will continue to focus on the same, 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, 2022, amended the CSR Policy and the same is annexed herewith as Annexure IV and is also available on the website of the Company at www.iiflwealth.com.

PARTICULARS OF EMPLOYEES

The disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act, ("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 as specified pursuant to 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 [email protected].

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"):

â¢ IIFL Wealth Employee Stock Option Scheme - 2012 ("IIFLW ESOP 2012 Scheme")

â¢ IIFL Wealth Employee Stock Option Scheme - 2015 ("IIFLW ESOP 2015 Scheme")

â¢ IIFL Wealth Employee Stock Option Scheme - 2019 ("IIFLW ESOP 2019 Scheme")

â¢ IIFL Wealth Employee Stock Option Scheme -Demerger Scheme ("IIFLW Demerger Scheme")

â¢ IIFL Wealth Employee Stock Option Scheme - 2021 ("IIFLW ESOP 2021 Scheme")

During the year under review, 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. M/s. 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 upto the date of the Annual

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

During the year under review, the Nomination and Remuneration Committee, granted 32,90,891 options in aggregate under IIFLW ESOP 2019 Scheme and IIFLW ESOP 2021 Scheme. The disclosure as required under the applicable ESOP Regulations for the aforesaid Schemes, in respect of the financial year ended March 31, 2022, is placed on the website of the Company at www.iifiwealth. com.

RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL CONTROLS

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 as well as dedicated teams servicing various businesses. Major risks identified by the businesses and functions are addressed through mitigation actions on a continuous basis. These are discussed at the meetings of the Audit Committee, Risk Management Committee and Board of Directors 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&l) of controls and testing of 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.

1^ 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

19^ STATUTORY AUDITORS

At the 13^th Annual General Meeting of the Company held on September 11, 2020, M/s. 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 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 or observations by the statutory auditors in their reports for the financial year ended March 31, 2022.

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

2^ SECRETARIAL AUDIT

During the year under review, the secretarial audit was conducted by M/s. Mehta & Mehta, practicing company secretaries. The report of the secretarial audit is annexed herewith as Annexure VI and it does not contain any qualifications.

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. IIFL Asset Management Limited and IIFL Wealth Prime Limited (formerly known as IIFL Wealth Finance Limited) for the financial year ended March 31, 2022, are also annexed herewith as Annexure VII and they do not contain any qualifications.

2Â»- FEMA COMPLIANCE

With reference to Master Direction on Foreign Investment in India and circulars issued thereunder relating to Foreign Direct Investment Policy, the Company has complied with the provisions of the Foreign Direct Investment Policy issued by Reserve Bank of India ("RBI") from time. 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 are provided in the standalone financial statements of the Company, which forms part of the Annual Report.

2^ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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. During the year, pursuant to the amendment of SEBI Listing Regulations, 2015, with respect to related party transaction norms, the said Policy was amended to align it with the applicable amendments. 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.

All contracts or arrangement or transactions 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(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2021-22 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 results of the Company for the financial year ended March 31, 2022, which forms part of this Report.

2^- MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, 2015, the Management Discussion and Analysis forms part of the Annual Report.

2^- ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on energy conservation, technology absorption and foreign exchange earning 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. Several environment friendly measures adopted by the Company include:

â¢ Installation of capacitors to save power,

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

â¢ Light Emitting Diode (LED) lights,

â¢ Automatic power shutdown of idle monitors,

â¢ Restricted access to printers at central hub besides removal of earlier printers,

â¢ Minimizing air-conditioning usage,

â¢ Avoiding disposable cups and plates by encouraging employees to carry their own cups and cutlery,

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

â¢ 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. For further details, please refer paragraph ''Environmental Stewardship'' in Business Responsibility & Sustainability Report which forms part of the Annual Report.

b. Technology absorption and innovation:

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 using cloud technology for customer-facing servers providing rapid and inexpensive ramp-up and ramp-down of capacity in line with business requirements.

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):

d. Foreign exchange earning and outgo:

The foreign exchange earning during financial year ended March 31, 2022, was '' 28,02,332/- and the foreign exchange expenditure during financial year ended March 31, 2022, was '' 4,42,53,735/-.

2^- 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.

2^ DIRECTORS'' RESPONSIBILITY STATEMENT

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

2^- INTERNAL FINANCIAL CONTROLS

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.

30* COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

3^ BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

As recommended by Securities and Exchange Board of India, the Company has voluntarily adopted the Business Responsibility and Sustainability Reporting format (in place of Business Responsibility Report) which forms part of the Annual Report. In accordance with the SEBI Listing Regulations, 2015, the said report is placed on the website of the Company at www.iiflwealth.com.

I RISK MANAGEMENT REPORT

In terms of the provisions of Section 134 of the Act, a risk management report is set out in the Management Discussion and Analysis Report.

3^- 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 NRC Policy is annexed herewith as Annexure VIII and is available on the website of the Company at www.iiflwealth.com.

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 to raise genuine concerns about unethical behavior, actual or suspected fraud or violation of the applicable policies. The Policy on Vigil Mechanism and Whistle Blower Mechanism also provides for adequate safeguard against victimization of the whistle blower who avails of such mechanism and provides for the 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 www.iiflwealth.com.

While 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 AND DATE OF THIS REPORT

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

3^- 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: May 4, 2022 Place: Mumbai

Mar 31, 2021

Your Directors have pleasure in presenting the Fourteenth Annual Report of IIFL Wealth Management Limited ("the Company") together with the Audited Financial Statements for the year ended March 31, 2021.

J FINANCIAL RESULTS - THE HIGHLIGHTS OF THE FINANCIAL RESULTS FOR THE YEAR UNDER REVIEW ARE AS UNDER:

Consolidated Financial Results

(INR. in Millions)
Particulars	2020-21	2019-20
Gross Total Income	16,590.20	15,274.76
Less: Expenditure	11,740.96	12,410.55
Profit / (Loss) Before Taxation	4,849.24	2,864.21
Less: Taxation - Current	1,239.61	693.56
- Deferred	(82.29)	159.01
Net Profit / (Loss) After Tax	3,691.92	2,011.64
Other Comprehensive Income	1.18	52.82
Total comprehensive income for the year (Comprising profit and other comprehensive income for the year)	3,693.10	2,064.46
Standalone Financial Results		(INR. in Millions)
Particulars	2020-21	2019-20¹
Gross Total Income	7,667.61	5,684.07
Less: Expenditure	1,011.43	3,741.22
Profit / (Loss) Before Taxation	6,656.18	1,942.85
Less: Taxation - Current	211.46	51.04
- Deferred	41.02	(42.95)
Net Profit / (Loss) After Tax	6,403.70	1,934.76
Other Comprehensive Income	0.48	(5.68)
Total comprehensive income for the year (Comprising profit and other comprehensive income for the year)	6,404.18	1,929.08

Total Assets under management including custody assets are '' 2,46,083 Crs as on March ''21.

The wealth management business has client assets of '' 208,711 Crs, including custody assets, while the Asset Management business has '' 37,372 Crs of assets under management as on March ''21 of which '' 23,700 Crs are AIF Assets, '' 11,196 Crs are PMS Assets and '' 2,476 Crs are Mutual Fund assets.

Continuing focus on increasing Recurring Revenues has resulted in an increase in ARR generating assets by 62.9% to '' 1,01,969 Crs and an increase in Recurring revenues by 9.1% YoY to '' 583 Crs. The mix between ARR Assets and TBR Assets is now almost equal (50:50).

IIFL-One has been well received by clients with Assets Under Management increasing by 577% YoY to '' 27,940 Crs and Revenues increasing 58.6% YoY to '' 55 Crs.

Total Net flows during the year were '' 24,096 Crs, despite lockdowns constraining new account opening for almost 6 months of the year. Net Flows in Wealth Management were '' 15,138 Crs (including '' 9,919 Crs on account of acquisition of L&T Capital Markets) and '' 8,957 Crs in Asset Management.

Total Consolidated Revenue for the year was up 23.4% YoY at '' 1,053 Crs, as compared to '' 851 Crs for FY 20, while Revenue from Operations remained largely flat, down 0.5% YoY at '' 915 Crs.

Total Retention on Assets basis Revenue from Operations stood at 0.50 bps. Retention on Wealth Management Assets was 0.46 bps and Retention on Asset Management Assets was 0.70 bps.

Overall Costs for the year remained flattish, up 0.6% to '' 568 Crs.

Employee Costs were up 8.5% overall YoY at '' 417 Crs, of which Fixed Employee costs reduced by 12.8% YoY to '' 261 Crs and Variable cost, including ESOP cost increased 83.5% YoY to '' 156 Crs.

On account of remote operations, Admin and Other expenses reduced 16.3% YoY to '' 150 Crs.

Operating PBT (OPBT) was down 2.2% YoY to '' 348 Crs.

Profit before tax (PBT) for the year was up 69.3% YoY to '' 485 Crs.

Profit After Tax (PAT) for FY21 was up 78.9% at '' 369 Crs from '' 206 Crs in FY20.

Consolidated Net worth stood at '' 2,828 Crs as against '' 2,992 Crs in FY20. This was largely on account of a Dividend payout of '' 70 during the year ('' 40 special dividend).

During the year, the Company has obtained the Merchant Banking License from SEBI and the Company intends to pursue Merchant Banking business on going forward basis.

Return on Equity (ROE) for the year was at 12.5% and RoE Ex-Goodwill & Intangibles was 15%, up 94% YoY.

[3 MACROECONOMIC OVERVIEW Year in review

2020 has been by far one of the most challenging years for the global economy, with the onset and continued evolution of the COVID 19 pandemic resulting in a -3.3% degrowth in global real GDP as per IMF the first such decline in over 10 years.

However, aided by massive fiscal packages, ultrasupportive monetary policies, and the creation and deployment of vaccines by major economies, we have witnessed a V-shaped recovery in global equities with global markets amazingly closing the year in the green, a situation that 12 months ago seemed almost impossible. Many global equity indices not only regained their previous highs, some have gone on to scale new peaks as well.

A fresh surge in Covid 19 related infections, rising US treasury yields, and increased mobility curbs to rein in infections by a few major economies has since reigned in investor and market exuberance, however with the continued roll out of vaccines the global economic turnaround appears to be a factor of "when", rather than "if".

Recently, under the new leadership of Joe Biden the United States approved a $1.9TN fiscal stimulus bill, this being in addition to the fiscal stimulus package announced in 2020 of $3 TN. These financial stimulus packages are expected to aid the US economy and in turn, also assist the global economies, including Asian economies in supporting global recoveries and consequent economic growth.

The Indian Economy also faced severe disruptions on account of the pandemic, with fiscal strains, along with sector wide lower demand and operational stresses. The country saw its worst ever GDP contraction of 23.9% YoY in the first quarter of FY 2021, primarily on account of the stringent lockdowns imposed on account of the widespread pandemic. These restrictions were slowly eased second quarter onwards and the economy commenced its journey towards recovery.

According to estimates of the provisional Annual National Income in 20-21 by the National Statistical Office (NSO), Indian GDP was estimated to contract by 7.3% in FY21, compared to the growth it had seen in the preceding year of 4%. However, the Economic survey

2020- 21, also a primary source for the NSO, estimated a sharp V-shaped recovery of the Indian economy, with the real GDP estimated to record a 11% growth in FY

2021- 22 - the highest ever since independence.

The sharp recovery in Indian equity markets in FY 21 was supported by all-time high foreign inflows. Factors like favorable monetary policy stance from RBI, declining COVID cases over the second half of the financial year, vaccine inoculations and procurement, attractive valuations and the prospect of a sharp increase in earnings growth over the next few years and upbeat cues from global markets upheld investor sentiments. The World Bank (WB) elevated its forecast of India''s GDP growth for FY22 to 10.1%, noticeably higher than the 5.4% it had projected in January.

While the new wave of COVID-19 and the resultant lockdown in certain parts of countries will act as an overhang on the headline numbers, most state governments pushing for higher vaccination inoculations are expected to normalize the curve of patients with serious complications thereby reducing the burden on existing medical infrastructure. We believe the volatility could increase in the near term

owing to inflationary pressures at global and domestic levels, however, pick up in earnings growth may auger well for Indian equities, albeit the pace could be slower than anticipated. The market polarization is likely to reverse as the recovery becomes more broad-based and hence provide ample room for wealth creation.

There are obvious risks to this recovery in the near term that need to be monitored:

(1) Return to normalcy could take longer than anticipated given the unprecedented rise in the COVID-19 cases across the country

(2) Lockdown / strict restrictions in certain states may remain for longer than anticipated.

Going forward, implementation of various measures announced during the Union budget and the efficiency and pace of vaccination along with global cues and capital flows would be amongst the key events to monitor.

FUTURE BUSINESS OUTLOOK

Our conscious focus on driving cost and productivity enhancements at a firm level have now begun to reap benefits. These measures have been taken using a combination of cost reduction initiatives, deployment of technology to improve productivity as well as taking judicious calls on outsourcing of select activities to derive scale benefits. The benefits are beginning to reflect in our Cost to Income ratios, which have been steadily declining. We expect going forward that these efforts will generate positive operating leverage, thereby enhancing firmwide productivity metrics. Investments will continue in strengthening key organizational areas of Digital, Compliance and Risk.

We intend to further grow and consolidate our overall market position and to enhance our platform and proposition via differentiated product offerings, as well as continuously evaluating inorganic opportunities to expand growth trajectory.

We will continue to find the right intersections between wealth creation and wealth preservation, between our expertise and client''s level of involvement, between old age values and new-age technology, between client''s needs for today and our client''s family''s needs for tomorrow. We continue to invest in building a high-quality team and imbibe a culture which encourages innovation and strong orientation towards knowledge-based service.

India has seen a strong economic bounce and investment sentiment remains buoyant on the back of excess liquidity and savings. There are strong tail winds across the Wealth Management and Asset Management businesses as evidenced by sustained growth in HNI/ UHNI clients driven by large number of monetization events and continued growth in next tier locations along with strong traction on institutional mandates in the Asset Management business and strong momentum across our Unlisted Differentiated strategies.

EQUITY MARKETS

Growing optimism around the global economic recovery, persistent drop in new cases and the progress of vaccination drives supported the global equity markets in the latter half of FY 21. Vaccination rollouts across the globe, continued economic recovery, strengthened expectations of a fiscal stimulus in the US and dollar weakness kept investor sentiments strong for EM equities. This was further aided by strong portfolio inflows amid supportive surplus liquidity across the globe. The Hang Seng Index (Hong Kong) and Nikkei 225 Index (Japan) shot up by 20.2% and 54.3%, last year. Japan''s Nikkei 225 crossed the 30,000 mark for the first time in more than three decades. This surge can mainly be attributed to Japan''s economy growing by 12.7% in October-December quarter FY 2020-21 on a YoY basis. European equities suffered from a relatively slow roll-out of COVID-19 vaccines, political uncertainty in Italy and slower economic recovery amid lockdown restrictions. Brexit uncertainty along with second wave of virus infections have battered the UK, with the FTSE 100 Index being the slowest performing regional equity market.

Meanwhile, Indian equity markets outperformed the broader EM indices, with the Nifty 50 increasing by 70.9% and Nifty 500 by 76.0% in 12 months ending March 2021. Persistent traction in foreign flows and brighter domestic economic outlook as reflected through steady improvement in several high frequency indicators and better than expected Q4 FY 2020-21 corporate earnings also kept investor sentiments buoyant. This was further supported by stimulus measures announced by the Government and liquidity measures adopted by RBI.

Despite COVID-induced turbulence, Indian equity markets showed their best performance in a decade in FY 2020-21. Surge in trading by retail investors and Foreign Institutional Investors (FIIs) fuelled a rally in equity markets post the sharp correction of March 2020. FII''s net investment recorded an all-time high in FY 2020-21 at USD 37.1 billion which is approximately 14 times higher than that of USD 2.6 billion in FY 2019-20, owing to continuous rally in equity prices. Unlike FIIs, Domestic Institutional Investors (DIIs) remained strong

sellers of Indian equities with net outflows of USD 19.0 billion in FY 2020-21. Net investment by DIIs remained negative due to redemption pressures and profitbooking as equity valuations touched lifetime highs.

An exponential rise in COVID infections in the second half of March 2021 compelled re-imposition of restrictive measures and raised concerns on the ongoing economic recovery, however markets seem unperturbed by the rising number of infections in the ongoing second wave of COVID-19. The likely reason is that markets see the same as a temporary bump in the course of recovery and expect activities to normalise over time. Further, the impact on the earnings of majority of the NIFTY50 sectors is likely to be temporary and limited.

Debt Market Outlook

FY 20-21 was an action-packed year for Indian fixed income markets. 10-year G-sec yields, which spiked in early April 2020 on the back of massive FPI selling and the fear of a significant rise in fiscal deficit, reversed its course soon and started trending lower. The yield fell below 6%, driven by aggressive monetary easing, but inched up again and hovered around 6% throughout the year. The 10-year yield ended only 3 bps higher than last year despite the central government''s fiscal deficit rising sharply from the budgeted 3.8% to 9.2% of GDP. This was mainly due to the RBI''s intervention through open market operations (OMOs). Term spread however, jumped in March 2020 from ~1% to over 2% and remained at elevated levels as the shorter end of the yield curve was firmly anchored due to ample liquidity. Domestic liquidity remained in ample surplus supported by liquidity infusion by the RBI and the further rise in government spending and the muted credit growth also added to the surplus.

FPI flows into Indian debt markets in FY 20-21 were weak, albeit better than the previous year. The net FPI outflow amounted to ~$2.2 bn in FY 20-21 (FY 19-20: $5.4 bn).

Going forward, the outlook on yields remains uncertain as rise in international crude prices, increase in 10-year US treasury yields, elevated fiscal deficit and CPI, especially core CPI, pose an upside risk to yields. The high statutory liquidity ratio (SLR) investment holdings of banks and signs of a broad-based improvement in economic activity can also push yields higher. However, the RBI has been consistently intervening to stem any significant rise in yields and may continue to do so in the foreseeable future. Also, muted credit growth, low global rates and ample liquidity bode well for yields in India.

During the year, credit markets faced heightened volatility, resulting in the widening of spreads. This followed from Yes Bank AT1 bonds being written off (in February 2020), imposition of the lockdown, announcement of the winding up of six debt schemes by Franklin Templeton, etc. The spreads normalised from Q2FY 21 onwards, supported by the RBI''s monetary and regulatory easing measures, recovery in economic activity, lower than expected impact of the pandemic on financial institutions, improvement in collection efficiency of banks and NBFCs, and other such factors.

[4 DIVIDEND

During the period under review, your Company has declared interim dividends of '' 40/- and '' 30/- per share on August 19, 2020 and February 2, 2021, respectively, for shares having face value '' 2/- each, involving a total outlay of '' 612.72 Crs.

The dividend payout for the year under review is in accordance with the Company''s policy to pay sustainable dividend linked to long-term growth objectives of the Company, to be met by internal cash accruals.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has adopted a Dividend Distribution Policy which is annexed as Annexure IV and is available on the Company''s website at https://www.iiflwealth.com.

[5 SHARE CAPITAL

The total paid-up share capital of the Company as on March 31, 2021, was increased to '' 17,57,65,540 divided into 8,78,82,770 equity shares, increased from '' 17,43,62,084 divided into 8,71,81,042 equity shares as on March 31, 2020, of '' 2/- each. The increase in share capital was due to issue of equity shares pursuant to exercise of stock options during the year.

[6 TRANSFER TO RESERVES

During FY21, the Company has transferred '' 0.16 million to general reserve.

[7 DEPOSITS

During the period under review, your Company has not accepted/ renewed any deposit within the meaning of Section 73 of the Companies Act, 2013, read with applicable rules thereto.

During the year under review, IIFL Wealth Prime Limited (formerly known as IIFL Wealth Finance Limited) a wholly-owned subsidiary Company, had acquired IIFL Wealth Capital Markets Limited (formerly known as L&T Capital Markets Limited) on April 24, 2020.

[9 DETAILS OF SUBSIDIARIES

In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report, have been prepared and are also available on the website of the Company. You may refer to the annexure to the consolidated financial statements of the Company, which contains the statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1.

As per the provisions of Section 129, 134 and 136 of the Companies Act, 2013, read with applicable Rules, Regulation 33 of SEBI Listing Regulations, 2015 and applicable Indian Accounting Standards("Ind AS"), the Board of Directors at its meeting held on May 18, 2021, approved the Consolidated Financial Statements of the Company and its subsidiaries. Copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of each of the subsidiary companies are not attached to the accounts of the Company for the financial year 2020-21. The Company will make these documents/ details available upon request by any Member of the Company. These documents/details will also be available for inspection by any Member of the Company at its registered office and at the registered offices of the concerned subsidiaries during business hours on working days and through electronic means. Members can request the same by sending an email to [email protected] till the Annual General Meeting. The audited financials of all the subsidiaries are available on the website of the Company at https://www.iiflwealth.com. The Company''s financial statements including the accounts of its subsidiaries, which form part of this Annual Report are prepared in accordance with the Companies Act, 2013 and Ind AS 110.

As at date of report, your Company has following subsidiaries:

Domestic Subsidiaries:

i. IIFL Wealth Prime Limited (formerly known as IIFL Wealth Finance Limited)

ii. IIFL Wealth Distribution Services Limited (formerly known as IIFL Distribution Services Limited)

iii. IIFL Asset Management Limited

iv. IIFL Investment Adviser and Trustee Services Limited

v. IIFL Wealth Portfolio Managers Limited (formerly known as IIFL Portfolio Managers Limited)

vi. IIFL Trustee Limited

vii. IIFL Wealth Securities IFSC Limited

viii. IIFL Wealth Altiore Limited (formerly known as Altiore Advisors Private Limited)

ix. IIFL Wealth Capital Markets Limited (formerly known as L&T Capital Markets Limited)

x. IIFLW CSR Foundation International Subsidiaries:

i. IIFL Asset Management (Mauritius) Limited

ii. IIFL Private Wealth Management (Dubai) Limited

iii. IIFL (Asia) Pte. Limited

iv. IIFL Inc.

v. IIFL Capital (Canada) Limited

vi. IIFL Capital Pte. Limited

vii. IIFL Securities Pte. Limited

IIFL Wealth Prime Limited (formerly knowns as IIFL Wealth Finance Limited) and IIFL Asset Management Limited, are the material subsidiaries of the Company during the period under review.

During the year under review, the Company has invested USD 10 Million into the step-down subsidiary IIFL Capital Pte. Ltd., Singapore.

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

The Annual Report which consists of the financial statements of your Company on standalone basis as well as consolidated financial statements of the group for the year ended March 31, 2021, is being sent to all the members of your Company.

The policy on determining the material subsidiary is available on the website of the Company.

JO CORPORATE GOVERNANCE

Pursuant to SEBI Listing Regulations, 2015 a separate section ''Report on Corporate Governance'' has been included in this Annual Report. The Report of Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

J1 ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2021, is available on the Company''s website: www. iiflwealth.com.

j2 directors and key managerial personnel

a. Directors

The Board of your Company consists of Mr. Karan Bhagat, Managing Director, Mr. Nilesh Vikamsey (Chairman of the Board), Ms. Geeta Mathur, Dr. S. Narayan and Mr. Pankaj Vaish who are Independent Directors, Mr. Nirmal Jain, Mr. R. Venkataraman, Mr. Gopalakrishnan Soundarajan and Mr. Yatin Shah who are Non-Executive Directors and Mr. Sandeep Naik and Mr. Shantanu Rastogi who are Nominee Directors (nominated by General Atlantic Singapore Fund Pte Ltd) of the Company.

Mr. Nilesh Vikamsey, Dr. S. Narayan, Mr. Pankaj Vaish and Ms. Geeta Mathur have submitted their declaration of independence under Section 149(6) of the Companies Act, 2013.

Directors retiring by rotation

Mr. Nirmal Jain and Mr. Venkataraman Rajamani shall retire by rotation at the Fourteenth Annual General Meeting (AGM) of the Company and are eligible for re-appointment.

Independent Director''s Data Base & Proficiency Test

Pursuant to a notification dated October 22, 2019, issued by the Ministry of Corporate Affairs, name of every Independent Director should be registered in the database of Independent Directors maintained by Indian Institute of Corporate Affairs, Manesar ("IICA").

Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose.

The opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of Independent Directors is complied with.

i. Meetings of the Board of Directors

The Board of Directors have met seven (7) times during the period under review to discuss and approve various matters including financials, declaration of interim dividend, review of audit reports and other board businesses. For further details kindly refer the Corporate Governance Report.

ii. Committees of the Board

In accordance with the Companies Act, 2013, the Board has constituted following Committees as per the applicable provision of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(i) Audit Committee;

(ii) Nomination and Remuneration Committee;

(iii) Corporate Social Responsibility Committee;

(iv) Stakeholders'' Relationship Committee;

(v) Risk Management Committee.

(i) Audit Committee

The Audit Committee comprises of Mr. Nilesh Vikamsey, Ms. Geeta Mathur, Mr. Pankaj Vaish and Mr. Shantanu Rastogi. Ms. Geeta Mathur is the Chairperson of the Committee. The role, terms of reference and powers of the Audit Committee are in conformity with the requirements of the Companies Act 2013, the SEBI Listing Regulations, 2015 and the internal policies. The Committee met seven (7) times during the year under review and discussed financials, audit issues and appointment of auditors. During the period under review, all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

The details including the meetings, role, terms of reference etc. of the Audit Committee are provided in the Corporate Governance Report.

(ii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee ("NRC") comprises Mr. Nilesh Vikamsey, Ms. Geeta Mathur, Mr. Nirmal Jain and Mr. Sandeep Naik. Ms. Geeta Mathur is the Chairperson of the Committee. As per the provisions of Section 178 of the Companies Act, 2013, the NRC had formulated a Nomination and Remuneration policy. The same is annexed as an Annexure I to this Report.

The details including the frequency of meetings, role, terms of reference, etc. of the Nomination and Remuneration Committee are provided in the Corporate Governance Report.

(iii) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee ("CSR Committee") comprises of Mr. Nilesh Vikamsey, Mr. Nirmal Jain, Mr. Karan Bhagat and Mr. Sandeep Naik. Mr. Karan Bhagat is the Chairman of the Committee.

The Company has also incorporated IIFLW CSR foundation, under Section 8 of the Companies Act, 2013, to execute IIFL Wealth group CSR activities.

The details including the meetings, role, terms of reference etc. of the CSR Committee are provided in the Corporate Governance Report.

(iv) Stakeholders'' Relationship Committee

Stakeholders'' Relationship Committee comprises of Mr. Venkataraman Rajamani, Mr. Pankaj Vaish and Mr. Yatin Shah.

The details including the frequency of meetings, role, terms of reference etc. of the Stakeholders'' Relationship Committee are provided in the Corporate Governance Report.

(v) Risk Management Committee

Risk Management Committee comprises of Mr. Venkataraman Rajamani, Ms. Geeta Mathur, Mr. Karan Bhagat, Mr. Shantanu Rastogi and Mr. Nilesh Vikamsey.

The objective of the Risk Management Committee is to oversee the risk management governance structure, define and review the framework for identification, assessment, monitoring, mitigation and reporting of risks. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The details including the role, objectives/ terms of reference of the Risk Management Committee are provided in the Corporate Governance Report.

iii. Separate meeting of Independent Directors

In compliance with provisions of the Companies Act, 2013, a separate meeting of Independent Directors was held on March 23, 2021, inter alia, to discuss the following:

â¢ Review the performance of non-independent directors and the Board as a whole;

â¢ Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

â¢ Assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Upon conclusion of the meeting, the Independent Directors expressed their satisfaction over the performance of the other Directors and Board as a whole. They also expressed their satisfaction over the quality, quantity and flow of information between the management and the Board / Committees of the Board from time to time.

iv. Annual Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015 and SEBI Circular no. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated January 05, 2017, the Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually including Independent Directors based out of the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee ("NRC").

The Board noted the key improvement areas emerging from the exercise in 2020-21 and action plans to address these are in progress.

The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions given earlier.

v. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independent laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations, 2015.

There has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective of independent judgment and without any external influence.

b. Key Managerial Personnel

The following officials are the "Key Managerial Personnel" of the Company, pursuant to the provisions of Section 203 of the Companies Act, 2013:

â¢ Mr. Karan Bhagat, Managing Director,

â¢ Mr. Mihir Nanavati, Chief Financial Officer and

â¢ Mr. Amit Bhandari, Company Secretary and Compliance Officer (with effect from February 2, 2021).

During the year Mr. Ashutosh Naik has resigned as Company Secretary and Compliance Officer of the Company with effect from October 14, 2020 and Mr. Amit Bhandari was appointed as Company Secretary and Compliance Officer with effect from February 2, 2021.

J3 BOARD EFFECTIVENESS

Familiarisation Program for the Independent Directors

In compliance with the requirements of SEBI Listing Regulations, 2015, the Company has put in place a Familiarisation Programme for Independent Directors to familiarise them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates and business model etc.

On a quarterly basis, presentations are made at the meeting of Board and Committees, on business, operations and performance updates of the Company and the group, important developments in the subsidiaries, relevant statutory and regulatory changes applicable to the Company, update on important legal matters pertaining to the Company and its subsidiaries.

Details of the Familiarisation Programme are provided in the Corporate Governance Report and are also available on the website of the Company.

54 CORPORATE SOCIAL RESPONSIBILITY (CSR)

We at IIFL Wealth Management Limited strongly believe 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 our CSR, we wish to implement sustainable programmes that move the needle on social impact by addressing some of the most critical developmental challenges. To consolidate our efforts towards catalytic CSR, we established the IIFLW CSR Foundation ("Foundation") to design and deliver CSR activities on behalf of the IIFL Wealth Management Limited group entities.

Our vision for the Foundation is to bring about a positive change in the lives of underprivileged individuals and communities by enabling a strategic and collaborative partnership to maximise social impact. We believe that meaningful impact can be achieved through effective collaboration. We wish to partner with our clients and leverage their passion for social impact to amplify the scale of our CSR programmes.

The first year of the Foundation''s initiatives focused on critical and relevant thematic areas such as Education and Healthcare including COVID relief. Our focus going forward will be to support interventions in Healthcare, Education, Livelihoods and Financial Inclusion, 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.

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 mobilising 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 of our funds and make our programmes sustainable in the longer run.

The Annual Report on CSR activities by the Company is annexed as Annexure II.

J5 PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "Annexure IN" to this report.

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 first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days and through electronic means, up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary at secretarial^ iifiw.com, whereupon a copy would be sent.

J6 EMPLOYEE STOCK OPTION SCHEME

The stock options granted to the employees of the Company and its subsidiaries currently operate under the following Schemes which are prepared as per the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"):

â¢ IIFL Wealth Employee Stock Option Scheme - 2012

â¢ IIFL Wealth Employee Stock Option Scheme - 2015

â¢ IIFL Wealth Employee Stock Option Scheme - 2019

â¢ IIFL Wealth Employee Stock Option Scheme-Demerger Scheme

â¢ IIFL Wealth Employee Stock Option Scheme - 2021

A certificate from the Auditors of the Company that the Schemes have been implemented in accordance with the SBEB Regulations would be placed at the ensuing Annual General Meeting ("AGM") for inspection by Members through electronic means.

The disclosure requirements under the Securities and Exchange Board of India (Share-Based Employee Benefits) Regulations, 2014, for the aforesaid ESOP Schemes, in respect of the year ended March 31, 2021, are disclosed on the Company''s website: www.iiflwealth. com.

J7 RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. These are discussed at the meetings of the Audit Committee, Risk Management Committee and Board of Directors of the Company.

The internal processes have been designed to ensure adequate checks and balances and regulatory compliances at every stage. Authority matrices have

been defined going 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 testing of operating effectiveness of controls for material class of transactions, account balances and disclosures and have confirmed that they do not have any significant or material observations in relation of deficiencies in design and controls.

J8 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

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

J9 STATUTORY AUDITORS

At the 13^th Annual General Meeting held on September 11, 2020, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/ W100018), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 18^thAnnual General Meeting to be held in the year 2025.

Â£0 AUDITORS'' REPORT

The Reports of the Statutory Auditors on Standalone and Consolidated Financial Statements of the Company form part of this Annual Report.

There are no qualifications, reservations or observations by the Statutory Auditors in their reports for the financial year ended March 31, 2021.

The Notes to the financial statements referred in the Auditors Reports are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

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 Companies Act, 2013, in the year under review.

[21 SECRETARIAL AUDIT

During the year under review, the Secretarial Audit was conducted by M/s. Mehta & Mehta, Practicing Company Secretaries. The report of the Secretarial Audit is annexed herewith as Annexure V. There are no qualifications contained, during the said Report.

As per Regulation 24A of the SEBI Listing Regulations, a listed company is required to annex a secretarial audit report of its material unlisted subsidiary to its Directors Report. The secretarial audit reports of Material subsidiaries of the Company i.e. IIFL Asset Management Limited and IIFL Wealth Prime Limited for FY 2020-21 are annexed herewith.

Â£2 FEMA COMPLIANCE

With reference to Circular No. D/o IPP F. No. 5(1)/2017-FC-1 dated August 28, 2017 ("FDI Policy") relating to Foreign Direct Investment Policy, the Company complied with FDI Policy and various circulars issued by Reserve Bank of India from time to time.

Â£3 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans, guarantees or investments made are provided in the standalone financial statement.

E PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has put in place a policy for Related Party Transactions (RPT Policy), which has been approved by the Board of Directors. The Policy provides for identification of Related Party Transactions (RPTs), necessary approvals by the Audit Committee/Board/ Shareholders, reporting and disclosure requirements in compliance with the Companies Act, 2013 and provisions of SEBI Listing Regulations, 2015.

All related party transactions that were entered during the financial year were in ordinary course of the business of the Company, and the transactions were on arms'' length basis.

No contract/ arrangement has been entered by the Company with its promoters, directors, key managerial personnel or other persons which may have a potential conflict with the interest of the Company. The transactions with related party are disclosed by way of notes to accounts in the standalone financial results of the Company for the financial year ended March 31, 2021.

The Company''s policy on dealing with the Related Party Transactions is available on the Company''s website: www.iiflwealth.com.

Â£ MANAGEMENT''S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, 2015 the Management''s discussion and analysis is set out in this Annual Report.

Â£6 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 Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is appended below:

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 is taking all possible measures to conserve energy. Several environment friendly measures were adopted by the Company such as:

â¢ Installation of capacitors to save power,

â¢ Installed Thin Film Transistor (TFT) monitors that saves power,

â¢ Light Emitting Diode (LED) lights,

â¢ Automatic power shutdown of idle monitors,

â¢ Restricted access to printers at central hub besides removal of earlier printers.

Environmental awareness communication:

â¢ Minimizing air-conditioning usage,

â¢ Avoiding disposable cups and plates by encouraging employees to carry their own cups and cutlery,

â¢ Shutting off all the lights and air-conditioner when not in use, and

â¢ 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 ensures strict compliance of the same.

Technology absorption and innovation :

The management understands the importance of technology in the business segments. It operates and lays utmost emphasis on system development and use of best technology available in the industry. The management keeps itself abreast of technological advancements in the industry and ensures continued and sustained efforts towards absorption of technology, adaptation as well as development of the same to meet the business needs and objectives.

The management invested considerable resources in deploying the latest technologies in the areas of wide area networking using MPLS, video communications, VoIP, automated dialers and other customer relationship management (CRM) tools and software. The Company also made significant strides in using cloud technology for customer-facing servers providing rapid and inexpensive ramp-up or down of capacity in line with business requirements.

The management is aware of increasing threats in the Information Security domain and has taken several steps to ensure that the Company is safe guarded against hacking attacks, data leakage and security breaches. IT and certain business processes have been recertified for ISO 27001 systems for practicing industry standard security implementations and processes. The management has invested resources in implementing controls and continuously monitoring violations, if any.

Research and Development (R & D):

The Company is 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.

FOREIGN EXCHANGE EARNING AND OUTGO:

a) The foreign exchange earnings: '' 10.87 Million;

b) The foreign exchange expenditure: '' 62.45 Million.

g DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. Your Company is also committed to promote a work environment that is conducive to the professional growth of its women employees and encourages equality of opportunity. Your 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 your Company has formulated and adopted a ''Policy for Prevention / Prohibition / Redressal of Sexual Harassment of Women at the Workplace'', and that there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

^ 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;

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.

^9 COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

30 BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the SEBI Listing Regulations, 2015 detailing the various initiatives taken by your Company on the environmental, social and governance front, forms an integral part of this report.

[31 RISK MANAGEMENT REPORT

In terms of the provisions of Section 134 of the Companies the Companies Act, 2013 a Risk Management Report is set out in the Management Discussion and Analysis Report.

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 of employees for their commendable efforts, teamwork and professionalism.

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: May 18, 2021 Place: Mumbai

The Results includes results from discontinued operations. For details Refer Note 32 of the Standalone Financial Statements.

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Directors Report of 360 One Wam Ltd.

1. FINANCIAL RESULTS

2. REVIEW OF BUSINESS AND OPERATIONS

3. MACROECONOMIC OVERVIEWYEAR IN REVIEW

GLOBAL INFLATION

FUTURE BUSINESS OUTLOOK

STRATEGIC IMPERATIVES FOR 360 ONE WAMLIMITED

4. DIVIDEND

5. SHARE CAPITAL AND ISSUE OF SECURITIES:

6. NON-CONVERTIBLE DEBENTURES

7. TRANSFER TO RESERVES

8. DEPOSITS

9. MERGER AND ACQUISITION

10. DETAILS OF SUBSIDIARIES

Domestic Wholly Owned Subsidiaries:

International Wholly Owned Subsidiaries:

11. CORPORATE GOVERNANCE

12. ANNUAL RETURN

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

15. PARTICULARS OF EMPLOYEES

16. EMPLOYEE STOCK OPTION SCHEMES

17. RISK MANAGEMENT POLICY AND ADEQUACY OFINTERNAL CONTROLS

22. SECRETARIAL AUDIT

23. FEMA COMPLIANCE

24. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS UNDER SECTION 186

25. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES

26. MANAGEMENT DISCUSSION AND ANALYSISREPORT

27. ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

a. Conservation of energy:

b. Technology absorption and innovation:

c. Research and Development (R&D):

d. Foreign Exchange Earning and Outgo:

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

29. DIRECTORS RESPONSIBILITY STATEMENT

30. INTERNAL FINANCIAL CONTROL

31. COMPLIANCE WITH THE SECRETARIALSTANDARDS

32. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

33. RISK MANAGEMENT

34. POLICY ON DIRECTORSâ APPOINTMENT ANDREMUNERATION

35. DETAILS OF ESTABLISHMENT OF WHISTLEBLOWER POLICY AND VIGIL MECHANISM

1. FINANCIAL RESULTS

2. REVIEW OF BUSINESS AND OPERATIONS

5. SHARE CAPITAL

6. NON-CONVERTIBLE DEBENTURES

7. TRANSFER TO RESERVES

8. DEPOSITS

9. MERGER AND ACQUISITION

10. DETAILS OF SUBSIDIARIES

11. CORPORATE GOVERNANCE

12. ANNUAL RETURN

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

15. PARTICULARS OF EMPLOYEES

16. EMPLOYEE STOCK OPTION SCHEMES

17. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL CONTROLS

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

YEAR IN REVIEW

GLOBAL INFLATION

FUTURE BUSINESS OUTLOOK

YEAR IN REVIEW

GLOBAL INFLATION

FUTURE BUSINESS OUTLOOK

Domestic Wholly-owned Subsidiaries:

Domestic Subsidiary:

b. Directors retiring by rotation

d. Committees of the Board

(i) Board

f. Key Managerial Personnel

a. Conservation of energy:

c. Research and development (R&D):

d. Foreign exchange earning and outgo:

For and on behalf of the Board of Directors

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3. MACROECONOMIC OVERVIEW
YEAR IN REVIEW

STRATEGIC IMPERATIVES FOR 360 ONE WAM
LIMITED

17. RISK MANAGEMENT POLICY AND ADEQUACY OF
INTERNAL CONTROLS

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

25. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

26. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

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

31. COMPLIANCE WITH THE SECRETARIAL
STANDARDS

34. POLICY ON DIRECTORSâ APPOINTMENT AND
REMUNERATION

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