360 ONE WAM Ltd

To the members of

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

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:

Consolidated Financial Results ( in Crores)

Standalone Financial Results

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-?-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-?-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.

India witnessed a moderation in CPI inflation pressures in 2023⁴, 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 –

• Geographic deepening for our core UHNI Wealth clients,

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

• Building a robust proposition for the ‘Global Indian', and

• 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 12-24 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:

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/-.

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 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 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 2021-22, the Company had issued and allotted 2,498 rated secured redeemable principal protected market linked non-convertible debentures ("Debentures") of face value Rs. 10,00,000/- each, aggregating to nominal value of Rs. 249,80,00,000/- on a private placement basis in various tranches, which 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 ("Co-invest 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

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, 2024, approved the audited standalone financial statements of the Company for the financial year ended

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 secretarial@360.one. As at date of this Report, the Company has following subsidiary(ies):

Domestic Wholly Owned Subsidiaries:

360 ONE Prime Limited (formerly known as IIFL Wealth Prime Limited)

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

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

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

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

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

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

360 ONE Foundation (formerly known as IIFLW CSR Foundation)

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, Non-Executive, 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:

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.

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. 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 offcials are the KMPs, pursuant to the provisions of Section 203 of the Act:

• Mr. Karan Bhagat, Managing Director,

• Mr. Sanjay Wadhwa, Chief Financial Officer and

• Mr. Rohit Bhase, Company Secretary and Compliance Officer

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company strongly believes in enabling inclusive development. The core focus of our CSR is aimed at reducing inequality by enabling access to opportunities to underserved or 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 secretarial@360.one.

16. EMPLOYEE STOCK OPTION SCHEMES

The employee stock options granted to the employees of the Company and its subsidiaries currently operate under the following schemes which are prepared inter-alia as per the provisions of 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"):

• IIFLW ESOP - 2015

• IIFLW ESOP 2019

• IIFL Wealth ESOP Scheme – Under Composite Scheme of Arrangement

• IIFLW ESOP - 2021

• IIFLW Employee Stock Option Scheme 2022

• 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:

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

• Installation of capacitors to save power,

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

• Replacing CFLs with LED lights,

• Automatic power shutdown of idle monitors,

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

• Minimizing air-conditioning usage,

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

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

• Education and awareness programs for employees.

The management frequently puts circulars on corporate intranet and digital boards in common areas for the employees, educating them on ways and means to conserve electricity and other natural resources and encourages adherence of the same. For further details, please refer to the Business Responsibility and Sustainability Report which forms part of the Annual Report. b. Technology absorption and innovation:

The management understands the key role that technology plays in enabling the business and in driving growth. It operates and lays utmost emphasis on deploying scalable 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 a_orded 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 afirms 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.

Annexure I

DIVIDEND DISTRIBUTION POLICY

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

The Board of Directors of the Company at its meeting held in October 2016 had adopted the policy of IIFL Group, IIFL Holdings Limited being then the holding company.

This is the updated policy for 360 ONE WAM LIMITED (Company) and its subsidiaries (360 ONE Group), the Company being a listed company and in top 500 list of companies.

This policy is to put into place the norms for the determination and declaration of dividend on equity capital by 360 ONE Group. While considering distribution and payment of dividend, the Company will ensure compliance with all the applicable provisions of the law including provisions of the Companies Act, SEBI, RBI, and Income Tax Rules and Regulations.

Policy on Total Dividend

While the declaration and rate of dividend will be subject to approval of Board and Shareholders, as the case may be, the general policy which will be followed for declaration of dividend will be as follows;

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

2. At the Subsidiary level, the total dividend payout can be up to 100% of the respective consolidated /standalone profit after tax of the respective subsidiary.

The Board shall critically analyze various factors and parameters as detailed below, to decide on declaration of dividend in percentage range mentioned above or in variance to above.

Factors/ parameters that would be considered while declaring Dividend

I. The financial parameters that shall be considered while declaring dividend

While considering the total dividend at Holding Company and at each of the Subsidiaries the following will be taken into account:

a) The business plan and actual performance, the capital requirements, free cash flow, debt equity ratio (considering new capital, ESOPs, retained earnings, minimum net worth requirements as per respective regulatory requirements etc.)

b) Adequacy of profits including the accumulated balance in Profit & Loss account and

c) Taxes on dividend.

The Board may consider a higher distribution with adequate justification or on special occasions.

II. The circumstances under which the shareholders:

i) May expect dividend:

a) Surplus in Profit & loss (P&L) Statement

b) Profits in any Financial Year are more than 10% of the equity capital of the Company.

ii) May not expect dividend:

a. If there are losses as per P&L Statement

(including accumulated balance in P&L account)

b. Profit in the any Financial Year is less than 10% of the equity capital.

c. If the total income from business/PAT from its ordinary activities in any Financial Year declines by more than 75% from the previous year.

d. If the business is seriously affected and visibility is uncertain.

III. Internal and external factors that shall be considered for declaration of dividend:

i. Internal Factors:

a. Projected investment in business/new business

b. Projected investments in Subsidiaries/Associates in the year and next year.

c. Networth/Capital adequacy as required under respective Regulatory requirements.

ii. External Factors:

i) State of Economy/Industry/business

ii) Statutory Taxes/levies – Changes in income tax rates, DDT etc.

IV. The retained earnings shall be utilized for:

i) Proposed Capital expenditure

ii) Investments/acquisitions

iii) General corporate purposes including contingencies

iv) Capital restructuring

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

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

Periodicity of distribution

On a yearly basis, the Holding and Subsidiary Companies may distribute dividend by way of Interim Dividend/s in one or more tranches and may also declare final dividend by considering the full year's accounts, after taking approval of shareholders;

Disclosures a. This policy will be made available on the Company's website. b. The policy will also be disclosed in the Company's annual report.

Amendments to the Policy

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