To the members of

360 ONE WAM LIMITED

Your Directors have pleasure in presenting the Nineteenth Annual Report of 360 ONE WAM LIMITED ("Company" ) together with the Audited Financial Statements for the year ended March 31, 2026.

1. FINANCIAL RESULTS

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

Consolidated Financial Results

(Rs. in Crores)

Standalone Financial Results

(Rs. in Crores)

2. REVIEW OF BUSINESS AND OPERATIONS

(CONSOLIDATED)

For the financial year ended March 31, 2026 ( "FY26" ), the Company reported its highest ever annual profit after tax "PAT" ( ), at Rs. 1,225 Crores, and the total assets under management ( "AUM" ) increased to Rs. 6,74,492 Crores as on March 31, 2026, up 16.0% year-on-year ( "YoY" ). This growth was aided by strong ARR net flows at Rs. 55,875 Crores during the year under review.

Further, the overall ARR AUM stood at Rs. 3,11,940

Crores, while ARR AUM of wealth management

( "Wealth" ) business stood at Rs. 2,16,734 Crores, up 33.4% YoY, and the ARR AUM of asset management ( "AMC" ) business stood at Rs. 95,206 Crores, up 12.8%

YoY.

The ARR Revenues for the full year grew by 34.5% YoY at Rs. 2,289 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 75%.

The year also witnessed higher transactional / brokerage income, mainly driven by strong capital market activity for most of the year. Consequently, the total Revenue from Operations was up 25.4% YoY, at Rs. 3,066 Crores, for FY26.

In FY26, our Total Revenues were up 18.6% YoY at Rs. 3,144 Crores. Separately, our Total Costs were up 28.7% YoY, at Rs. 1,568 Crores, as we continued to invest in our new initiatives.

Our employee costs rose by 23.1% YoY to Rs. 1,123 Crores. We expect the employee costs-to-Income ratio to gradually settle down over near future as the new business initiatives and incoming teams begin to turn productive. Our overall Cost-to-Income ratio stood at 49.9% in FY26 as against 45.9% in the financial year ended March 31, 2025 ( "FY25" ).

Our tangible return on equity ( "RoE" ) was at 19.3% in FY26, vis-a-vis 24.3% in FY25. The reduction in tangible

RoE was on account of dilution as a result of the strategic initiatives undertaken during the year.

Segment-wise, Wealth business witnessed a rise in

Revenue from Operations to Rs. 2,284 Crores, from Rs 1,845 Crores in FY25, with the ARR revenue rising to Rs. 1,507 Crores from Rs. 1,101 Crores in FY25. Further, the transaction based revenue ( "TBR" ) for this segment remained steady at Rs. 777 Crores in FY26, vis-a-vis Rs. 744 Crores in FY25 and continued to be driven by macro opportunities and steady capital market activity. Other income saw a decrease to Rs. 61 crores in FY26 from Rs. 177 Crores in FY25, while the cost increased from Rs. 950 Crores to Rs. 1,240 Crores mainly due to investments in new initiatives. Accordingly, our Profit Before Tax stood at Rs. 1,105 Crores, for FY26, as against Rs. 1,073 Crores in FY25, for the Wealth business.

The growth in client base of Wealth business has continued to remain very healthy for FY26. During the year, 360 ONE Wealth successfully onboarded 450+ clients (with more than Rs. 10 Crores AUM). As on March 31, 2026, clients, having total AUM of Rs. 10 Crores+, stood at 3,777 and accounted for 96% of Wealth AUM (excl. custody). Overall, the segment manages assets for 8,500+ relevant clients.

Moving to the AMC business, our Revenue from Operations rose to Rs. 781 Crores in FY26, as against Rs. 600 Crores in FY25, and other income decreased to Rs. 18 Crores, from Rs. 29 Crores. Our cost increased to Rs. 328 Crores in FY26, from Rs. 268 Crores in FY25. Accordingly, the Profit Before Tax, for the AMC business, stood at Rs. 472 Crores in FY26 vis-a-vis Rs. 361 Crores in FY25.

Similar to the Wealth business, AMC business also witnessed healthy growth in number of client folios which rose from 2.29 lakhs in FY25 to 2.52 lakhs in FY26.

In FY26, in recognition of its premier positioning, business impact and leadership excellence, 360 ONE received 23 awards, including India's Best Independent Wealth Manager and three other awards across capabilities at Euromoney Private Banking Awards 2026, Best Private Bank - India at Asian Private Banker's 2025 Awards for Distinction and Best Private Credit Deal at Finance Asia

Achievement Awards 2025. Lastly, 360 ONE Foundation reinforces 360 ONE's commitment to leveraging its core competencies to maximise both financial and social returns. The

Foundation has pioneered a more catalytic approach 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 7.6% in FY26, maintaining its position as one of the fastest-growing major economies globally. 1 According to IMF data, India is the world's 6 th largest economy, with a nominal GDP of USD 4.15 trillion. 2 India is estimated to become the world's 3 rd largest economy by 2031, with a projected GDP of USD 6.79 trillion. 3

Key growth drivers include:

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

• Strong private consumption demand, supported by low inflation, rising real incomes,

Continued momentum in public capital expenditure and private investment, reinforcing broad-based domestic demand, and

• Ongoing structural reforms, including GST rationalisation and digital public infrastructure, accelerating formalisation and economic competitiveness.

Inflation remained comfortably within the RBI's target band, with March 2026 CPI inflation at 3.40% (provisional), well below the 4% medium-term target. 4 Core CPI (excluding food and energy) remained stable at 3.4%, reflecting benign demand-side pressures. 5 The RBI maintained a neutral stance having cumulatively cut rates by 125 basis points since February 2025 balancing growth support with vigilance on emerging global risks, including elevated crude oil prices and geopolitical uncertainty.

India's total exports have shown remarkable growth over the past decade, rising from USD 468 billion in 2013–14 to USD 860 billion in FY 2026, crossing this milestone for the first time and marking a substantial increase of approximately 84%. Services exports led the surge, rising to a historic USD 421 billion, driven by sustained global demand for IT and business solutions. 6

Merchandise exports, i.e., the export of goods, reached

USD 441.78 billion in FY26, up from USD 437.70 billion

1 https://www.imf.org/-/media/files/publications/weo/2026/april/ english/text.pdf 2 https://www.imf.org/-/media/files/publications/weo/2026/april/ english/text.pdf 3 https://www.imf.org/-/media/files/publications/weo/2026/april/ english/text.pdf

4https://www.pib.gov.in/PressReleasePage.aspx?PRID=2251519 5 https://www.rbi.org.in/scripts/annualpolicy.aspx

6 https://aninews.in/news/business/india-hits-record-860-bn-exports-in-fy26-as-petroleum-engineering-goods-power-march-surge20260415161318/ 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 441.78 billion in

FY 2026, marking a 43% increase, driven by sectors such as engineering goods, petroleum products, electronics, pharmaceuticals, and chemicals. 7

GLOBAL INFLATION

Despite a significant decline in the general level of inflation since its peak, the process of disinflation is far from smooth. Inflation is still above target in some of the world's largest economies and is expected to moderate throughout 2026. Headline inflation, globally, is projected to increase to 4.4% in 2026, and decline to 3.7% in 2027, from 4.1% in 2025 8 .

It is worth noting that there has also been a change in the structure of inflation. While goods and energy prices have seen some relief, notwithstanding the current spikes, there are continued inflationary pressures in the service sector, arising from tight labour market conditions and rising wages. Inflation is now more aligned with structural changes than temporary factors, which makes the course of monetary policy all the more challenging. Monetary policy action, for leading economies, has reached a stage where the authorities are taking a cautious pause. Having executed an extraordinarily forceful monetary policy tightening campaign over the past year, policymakers seem to have hit their peak and have signaled that any move towards monetary stimulus will be deliberate and gradual. There is now a widespread view that a prolonged period of higher interest rates is here to stay, characterized by a "higher-for-longer" approach.

This marks a significant departure from the ultra-accommodative monetary policy regime that prevailed in the last decade. This development will have profound consequences for many economic activities and decision-making processes.

FUTURE BUSINESS OUTLOOK

The operating environment is being reshaped by the structural deepening of India's wealth pool, need for differentiated solutions, and the globalisation of Indian capital. To ride these shifts, 360 ONE should remain focused on the following set of strategic imperatives that reinforce its core identity as a client-centric, full-stack financial services institution, built on alignment, powered by advisory, scaled through integration, and designed for long-term compounding across generations:

Deepen the UHNI core: Reinforce 360 ONE's leadership in the UHNI segment through a goals-based, open-architecture advisory model by scaling the 360 ONE Plus proposition, expanding

RM-led coverage, and sustaining ARR-led wallet-share expansion across the 8,500+ families and corporates on the platform.

7 https://aninews.in/news/business/india-hits-record-860-bn-exports-in-fy26-as-petroleum-engineering-goods-power-march-surge20260415161318/

8 https://www.imf.org/-/media/files/publications/weo/2026/april/ english/text.pdf

Cement Alternates as a strategic pillar: Consolidate and extend our early-mover leadership in the private space (spanning multiple strategies including private equity, private credit, real assets and renewable energy) with continued category-defining product innovation and disciplined institutionalisation of the platform.

Operationalise 360 ONE Capital as the integrated capital-markets engine: Translate the 360 ONE Capital integration into compounding revenue by combining institutional research, broking, ECM and corporate-access capabilities into a single proposition serving UHNI, HNI, institutional and family-office clients.

Build Investment Banking as the next growth vector: Develop an end-to-end IB platform, focused on capital markets, M&A advisory and private placements, by leveraging our deep relationships with entrepreneurs, promoters and institutional investors, and the research strength of 360 ONE

Capital, with a clear path to meaningful revenue contribution.

Scale ET Money as the mass-affluent flagship:

Leverage this platform's data-intelligence depth to drive continued client monetisation, by sharpening the financial advisory and wealth-management proposition, driving cross-sell into 360 ONE's broader shelf, and converting digital reach into durable, annuity-style AUM and a long-term pipeline into wealth advisory.

Activate the global flywheel via the UBS collaboration: Operationalise the global collaboration framework to enable seamless onshore and offshore access ("bringing the world to India and India to the world") and establish two-way "global expressways" for the diaspora, NRI and international institutional capital pools, with collaborative opportunities extending into other areas of business.

Compound the lending franchise: Grow the structured-credit and wealth-linked lending book as an integrated pillar of the client proposition, while preserving underwriting discipline, capital efficiency and balance-sheet quality.

• Drive operating leverage through ARR-led compounding: Sustain strong ARR net flows with stable yields, improved team productivity and acquisition-led cost synergies across technology, operations and shared services to progressively strengthen cost-to-income outcomes.

Invest in talent and culture as the structural moat: Continue building right-sized, vertical-aligned teams with disciplined headcount, competitive compensation and an institutionalised ownership culture through equity-linked alignment, preserving the talent depth that anchors the franchise.

Embed a digital-first operating model: Continue platform investments across wealth and asset management segments to enhance onboarding, advisory, reporting, engagement and personalisation, translating digital capability into both productivity gains and improved client experience.

Stay agile to global macro and policy shifts: Maintain a vigilant watch on global growth, trade-tariff dynamics, rate cycles and regulatory developments, and proactively recalibrate product construction and advisory positioning to protect client portfolios and preserve flow momentum.

Reinforce governance, risk and compliance: Maintain a robust enterprise risk framework and proactive regulatory engagement, ensuring the integrity and long-term sustainability of an increasingly multi-discipline, multi-jurisdiction platform.

4. DIVIDEND

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

The total dividend for the financial year ended March 31, 2026, amounts to Rs. 12/- per equity share of face value Re. 1/- each, with total outlay under the aforesaid dividends of Rs. 479,20,09,128/-.

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://s3.ap-south-1.amazonaws.com/ x-web-s3.360.one/360_ONE_Dividend_Distribtion_ Policy_4a29f72db4.pdf. Further, the dividend declared by the Company is in accordance with the Company's

Dividend Distribution Policy.

Further, pursuant to the applicable provisions of the Companies Act, 2013 ("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, 2026, 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 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. 1,62,237/-, 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.

A brief procedure to claim the unclaimed dividend / fractional share entitlement amount by the shareholders, forms part of Corporate Governance Report.

5. SHARE CAPITAL AND ISSUE OF SECURITIES:

During the year under review, the Company has issued and allotted 1,30,64,499 equity shares of face value of Re. 1/- each, in the following manner: (a) Allotment of 1,00,00,000 fully paid-up equity shares of the Company on May 27, 2025, for consideration other than cash, to Mr. Saahil Murarka and Batlivala & Karani Resources Management Pvt. Ltd. at a price of Rs. 1,174.76/- per equity share through preferential issue pursuant to approval of shareholders of the Company at its extraordinary general meeting held on February 25, 2025; and

(b) Allotment of 30,64,499 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, 2026, was Rs. 40,61,38,438/- divided into 40,61,38,438 equity shares of face value Re. 1/- each, increased from Rs 39,30,73,939/- divided into 39,30,73,939 equity shares of face value Re. 1/- each, as on March 31, 2025.

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.

Issue and allotment of warrants:

Pursuant to the special resolutions passed at the

Extraordinary General Meetings of the Company held on

February 25, 2025 and May 20, 2025, respectively, the

Company issued and allotted warrants carrying a right and option to subscribe, an equal number of fully paid-up equity shares of the Company having face value of Re. 1/- (Rupee one only) each "Warrants" ( ) on preferential basis on the terms and conditions mentioned in the

Notices convening the respective Extraordinary General

Meetings dated February 3, 2025, and April 28, 2025, as per following details:

^Date being the end of 18 (eighteen) months from the date of allotment of Warrants.

*25% of the total consideration collected upfront was fully utilized in quarter ended June 30, 2025. The balance 75% of the Warrant Issue Price will be payable at the time of allotment of equity shares pursuant to conversion of Warrants within 18 (eighteen) months from the date of allotment of Warrants.

**25% of the total consideration collected upfront was fully utilized in quarter ended September 30, 2025. The balance 75% of the Warrant Issue Price will be payable at the time of allotment of equity shares pursuant to conversion of Warrants within 18 (eighteen) months from the date of allotment of Warrants.

The Notices convening the aforesaid Extraordinary General Meetings dated February 3, 2025, and April 28, 2025, are available on the website of the Company at https://ir.360.one/investor-relations/agms-egms/.

Pursuant to Regulation 162A 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 issue of Warrants on preferential basis. The details of utilization of funds raised through the said issue 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 aforesaid issue of Warrants as mentioned in the explanatory statements to the Notices convening the aforesaid Extraordinary General Meetings dated February 3, 2025, and April 28, 2025, respectively.

Further, the Stakeholder Relationship Committee, through its resolutions dated March 12, 2026, approved a revision to the tentative timelines for the utilization of funds allocated towards "Other General Corporate

Purposes" from the proceeds of the issuance of Warrants to Mr. Saahil Murarka, extending the timeline up to FY 2026–27 and from the proceeds of the issuance of Warrants to UBS AG, extending the timeline up to FY 2027-28. Said revision pertained solely to the tentative timeline for utilization of funds and did not involve any change in the objects of utilization or the amounts allocated.

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 fell 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, 2026, the Company had issued commercial paper ("CPs") with an outstanding amount of Rs. 1500,00,00,000/- (Rupees One Thousand Five Hundred Crores only).

7. TRANSFER TO RESERVES

During the year under review, the Company did not 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.

9. MERGER AND ACQUISITION

During the year under review:

1. The Company on May 27, 2025, 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 became wholly owned subsidiaries of the Company. Consequently, B&K Securities Pte. Ltd., Singapore and B&K Securities Limited, England, wholly owned subsidiaries of B&K Securities, became step down wholly owned subsidiaries of the Company.

Further, the name of B&K Securities was changed to 360 ONE Capital Market Private Limited w.e.f. October 13, 2025 and the name of B&K Finserv was changed to 360 ONE Treasury Solutions Private Limited w.e.f. December 30, 2025 and to 360 ONE Treasury Services Private Limited w.e.f July 1, 2026.

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 ("Scheme") 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 ("NCLT") and NCLT vide its order dated September 9, 2025, approved the Scheme and with effect from September 30, 2025, MAVM stood amalgamated with DSL.

3. 360 ONE Asset Management Limited ("AMC") , a wholly owned subsidiary of the Company at its meeting held on November 20, 2025, approved incorporation of its wholly owned subsidiary for carrying out fund management business in Gujarat International Finance Tec-City ("GIFT City"). The said new subsidiary was incorporated under the provisions of the Companies Act, 2013, on December 23, 2025 in the name of ' 360 ONE Global Asset Management (IFSC) Limited ', which has become the step down wholly owned subsidiary of the Company.

4. B&K Securities Limited, England ("B&K England") , a step down wholly owned subsidiary of the Company had filed for voluntary liquidation and was dissolved with from December 16, 2025, and ceased to be a step down wholly owned subsidiary of the Company from the same date.

Additionally, 360 ONE Alternates Asset Management

Limited, a wholly owned subsidiary of the Company, acquired 100% (hundred percent) of the paid up equity share capital of Quark Solar Private Limited (" Quark Solar ") on April 30, 2026, and accordingly, Quark Solar has become a wholly owned subsidiary of 360 ONE Alternates Asset Management Limited and a step down wholly owned subsidiary of the Company with effect from April 30, 2026.

Accordingly, as on March 31, 2025, the Company had 17 subsidiaries and in view of the above, the Company had 20 subsidiaries as on March 31, 2026 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 21, 2026, approved the audited standalone financial statements of the Company for the financial year ended March 31, 2026 and the audited consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2026. 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, 2026, are also available on the website of the Company at www.360.one. The members may download the aforesaid documents from the Company's website or may write to the Company for obtaining a copy of the same.

Further, the aforesaid documents shall also be available for inspection by the shareholders at the registered office of the Company, during business hours on working days and through electronic mode. The members may request the same by sending an email to secretarial@360.one

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

Domestic Wholly Owned Subsidiaries:

1. 360 ONE Prime Limited

2. 360 ONE Distribution Services Limited

3. 360 ONE Asset Management Limited

4. 360 ONE Asset Trustee Limited

5. 360 ONE Portfolio Managers Limited

6. 360 ONE Investment Adviser and Trustee Services Limited

7. 360 ONE IFSC Limited

8. 360 ONE Foundation

9. 360 ONE Alternates Asset Management Limited

10. 360 ONE Global Asset Management (IFSC) Limited step down wholly owned subsidiary (w.e.f.

December 23, 2025)

11. Moneygoals Solutions Limited

12. Banayantree Services Limited (step down wholly owned subsidiary)

13. 360 ONE Capital Market Private Limited (w.e.f. May 27, 2025, formerly known as Batlivala & Karani

Securities India Private Limited)

14. 360 ONE Treasury Services Private Limited (w.e.f. May 27, 2025, formerly known as 360 ONE Treasury Solutions Private Limited and Batlivala & Karani

Finserv Private Limited)

15. Quark Solar Private Limited (step down wholly owned subsidiary w.e.f. April 30, 2026)

International Wholly Owned Subsidiaries:

1. 360 ONE Asset Management (Mauritius) Limited 2. 360 ONE Private Wealth (Dubai) Limited

3. 360 ONE Inc.

4. 360 ONE Capital (Canada) Limited 5. 360 ONE Capital Pte. Limited

6. B&K Securities Pte. Ltd., Singapore (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://s3.ap-south-1.amazonaws.com/x-web-s3.360.one/Policy_ for_determining_material_subsidiary_94b8f65db6.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 and rules thereunder, the draft Annual Return of the

Company in Form MGT-7 for the financial year ended

March 31, 2026, is available on the website of the

Company at https://s3.ap-south-1.amazonaws.com/x-web-s3.360.one/Microsoft_Word_MGT_7_Draft_ ation Redacted_632766710d.pdf.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL a. Directors

The Board of Directors ( "Board" ) of the Company has an optimum combination of executive and non-executive Directors (including an Independent Woman Director). The Board composition is in conformity with the extant applicable provisions of the Act and SEBI Listing Regulations, 2015. The Board of the Company represents an optimal mix of expertise, knowledge and experience. Further, the Independent Directors on the Board of the Company are 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 changes took place in the Board of Directors of the Company: a) The members of the Company vide resolution passed through postal ballot approved on

June 11, 2025, re-appointed Mr. Karan Bhagat (DIN: 03247753) as Managing Director of the Company, for a period of 5 (five) years

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

Pursuant to Regulation 31 A of the SEBI Listing Regulations, 2015, of Mr. Nirmal Bhanwarlal Jain and Mr. Venkataraman Rajamani, alongwith certain other members of the erstwhile promoter group of the Company, from "Promoter" category to "Public" shareholder category was effected on May 5, 2025.

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

Directors, the Board is of the opinion that all the Independent Directors fulfill the conditions specified in SEBI Listing Regulations, 2015 and the Act, and are independent of the management.

All the Directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not 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

commencing from July 27, 2025 to July 26,

2030 (both days inclusive) and also approved payment of remuneration to him. b) The members of the Company vide resolution passed at the eighteenth Annual General Meeting ( "AGM" ) held on September 5, 2025, approved appointment of Mr. Saahil Murarka (DIN: 06717827) as Non-Executive, Non-Independent Director of the Company, liable to retire by rotation, with effect from Thursday, July 17, 2025.

Accordingly, the composition of the Board of the Company as on March 31, 2026, is as follows: available on the website of the Company at https:// s3.ap-south-1.amazonaws.com/x-web-s3.360. one/360_ONE_WAM_ID_Familiarization_ Programme_2025_26_0448b4ca44.pdf.

b. Directors retiring by rotation

In accordance with the provisions of the Act, Mr. Yatin Shah, Non-Executive Director (DIN: 03231090) and Mr. Pavninder Singh, Non-Executive Nominee Director (DIN: 03048302), shall retire by rotation at the ensuing Nineteenth 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, 8 (eight) meetings of the Board of Directors of the Company were held. The necessary quorum was present for all the meetings. The maximum interval between any two consecutive meetings did not exceed one hundred and twenty days as per the provisions of the SEBI Listing Regulations, 2015 and the Act.

In compliance with the provisions of the Act and Regulation 25 of SEBI Listing Regulations, 2015, a separate Meeting of Independent Directors of the Company was also held on March 20, 2026. 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 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 were assessed and discussed by the Board at its meeting. The suitable feedback was conveyed to the Board members and the management.

(ii) Auditors

Pursuant to the provisions of the SEBI Listing Regulations, 2015, the Audit Committee evaluates the performance of Statutory Auditors, Secretarial Auditors and Internal Auditors of the Company on an annual basis.

f. Key Managerial Personnel

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

Mr. Karan Bhagat, Managing Director,

Mr. Sanjay Wadhwa, Chief Financial Officer and

Mr. Rohit Bhase, Company Secretary and Compliance Officer.

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 from time to time. 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 continue to follow 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 under-served 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://s3.ap-south-1.amazonaws.com/x-web-s3.360.one/360_ONE_CSR_Policy_cfc014a2ca. pdf.

15. PARTICULARS OF EMPLOYEES

The details of remuneration paid to the Directors of the

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

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

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

Annual Report and financial statements are being sent to the members and others entitled thereto, excluding the said statement. Members interested in obtaining a copy thereof, may write to the Company Secretary at secretarial@360.one.

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

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

16. EMPLOYEE STOCK OPTION SCHEMES

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

Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

("SBEB & SE Regulations" and SBEB Regulations and SBEB & SE Regulations are collectively referred to as

" ESOP Regulations") :

IIFL Wealth Employee Stock Option Scheme - 2019

IIFL Wealth Employee Stock Option Scheme - 2021

IIFL Wealth Employee Stock Option Scheme - 2022

360 ONE Employee Stock Option Scheme - 2023

360 ONE Employee Stock Option Scheme 2025 -

Series 1

360 ONE Employee Stock Option Scheme 2025 -

Series 2

The shareholders of the Company, vide special resolutions passed through postal ballot on November 29, 2025, approved '360 ONE Employee Stock Option Scheme 2025 - Series 1' ("ESOS-Series 1") for the employees of the wholly owned subsidiary company(ies) of the Company and '360 ONE Employee Stock Option Scheme 2025 - Series 2' ("ESOS-Series 2") for the employees of the Company and wholly owned subsidiary company(ies) of the Company.

During the financial year 2025-26, 27,26,345 stock options under ESOS - Series 1 were granted by the Nomination and Remuneration Committee to 24 employees of the wholly owned subsidiary company(ies) of the Company in accordance with and as per the terms of ESOS - Series 1 approved by the shareholders of the Company vide postal ballot approved on November 29, 2025. As on March 31, 2026, 27,26,345 options were outstanding under ESOS - Series 1 and were due for vesting as per respective vesting schedule.

During the financial year 2025-26, 8,04,447 Stock Options under ESOS - Series 2 were granted by the Nomination and Remuneration Committee to 790 employees of the Company and its wholly owned subsidiaries in accordance with and as per the terms of ESOS - Series 2 approved by the shareholders of the Company vide postal ballot approved on November 29, 2025. As on March 31, 2026, 7,94,615 options were outstanding under ESOS - Series 2 and were due for vesting as per respective vesting schedule.

No vesting of any options took place during the financial year 2025-26, under ESOS - Series 1 and ESOS - Series 2.

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 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, 2026 (including number of options granted, exercised and lapsed during the year), is placed on the website of the Company at https://ir.360.one/investor-relations/esops-disclosures/.

Further, the Board at its meeting held on July 16, 2026, approved '360 ONE Employee Stock Appreciation Rights Scheme 2026' 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 Appreciation Rights Scheme 2026 for the employees of the Company and its wholly owned subsidiary companies, shall be placed before the shareholders of the Company for their approval(s) 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 e 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 ncial 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 adequate internal controls with reference to financial statements and operations in place and the same are operating effectively. These are encapsulated in the Risks & Controls Matrix "RCM" ( ) . The Internal Auditors have tested the design and effectiveness of the key controls and no material weaknesses were observed in their examination. Further, the statutory auditors have 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 in design and / or effectiveness of controls. The Audit Committee also holds one-on-one sessions with the statutory auditors and internal auditors 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://s3.ap-south-1.amazonaws.com/x-web-s3.360.one/360_ ONE_Risk_Management_Policy_4e19954861.pdf.

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

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

19. STATUTORY AUDITORS

At the 18 th AGM of the Company held on September 5, 2025, S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 301003E/E300005), were appointed as Statutory Auditors of the Company fiv and shall continue to hold office for the term of consecutive years till the conclusion of the 23 rd AGM of the Company to be held in the year 2030. Further, the Statutory Auditors have confirmed that the said appointment is in accordance with the conditions prescribed under Sections 139 and 141 of the Act and rules framed thereunder.

20. STATUTORY AUDITORS' REPORT

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

There are ations, qualific no reservations, adverse remarks or disclaimers by the Statutory Auditors in their reports for the financial year ended March 31, 2026.

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 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 AUDITORS

At the 18 th AGM of the Company held on September 5, financial 2025, Mehta and Mehta, practicing company secretaries (ICSI Firm Registration Number: P1996MH007500), were appointed as Secretarial Auditors of the Company to hold office for a period of five consecutive years, upto financial the year 2029-30.

22. SECRETARIAL AUDITORS' REPORT

The report of the Secretarial Auditors is annexed herewith as Annexure VI . The Secretarial Audit Report does not contain any qualification, reservation, adverse remark 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 and 360 ONE Distribution Services financial Limited for the year ended March 31, 2026, are also annexed herewith as Annexure VII and Annexure

VIII, respectively. The said reports also 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, 2026, 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.

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 form part of the Annual Report.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangement or transactions as referred in Section 188 of the Act, that were entered into by the Company with the related parties during the year under review, were in ordinary course of the business of the Company and the same were on arm's length basis. Also, during the year under review, there were no material contracts or arrangements or transactions entered into by the Company with the related parties. Accordingly, the disclosure as required under Section 134 of the Act in Form AOC-2 is not applicable to the Company for the year 2025-26 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, 2026, which form 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:// s3.ap-south-1.amazonaws.com/x-web-s3.360.one/ RPT_Policy_a6aae9c9f7.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. Therefore, as such its operations do not account for substantial energy consumption or capital investments on energy conservation equipments. 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 save power,

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

Energy efficient UPS racks have replaced legacy

UPS system,

• Automatic power shutdown of idle monitors,

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

• Minimizing air-conditioning usage,

Procuring 100% green energy at our Registered in Mumbai and at our office in Bengaluru, off Shutting all the lights and air-conditioners when not in use, 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 Company continues to leverage technology as a strategic enabler to enhance customer experience, improve operational efficiency, strengthen risk management and support sustainable business growth. During the year under review, the Company continued to invest in digital platforms, data and analytics capabilities, automation initiatives,

intelligence solutions and cyber security frameworks to support its evolving business requirements.

Key Technology Absorption and Innovation

Initiatives:

During the year under review, the Company undertook various initiatives to strengthen its technology and digital capabilities including:

(i) Enhancement of customer and advisor digital platforms to provide seamless onboarding, servicing, and transaction experiences.

(ii) Continued investments in enterprise data and analytics capabilities to support data-driven decision making and reporting.

(iii) Adoption of intelligence and intelligent automation solutions to improve operational efficiency and customer engagement.

(iv) Expansion of digital workflow and process automation initiatives across business and support functions.

(v) Strengthening of information security, cyber resilience and technology governance frameworks.

(vi) Modernization of technology infrastructure to improve scalability, reliability and operational resilience.

a. The efforts made towards technology absorption:

The Company continued to promote technology adoption through structured governance, active leadership sponsorship, stakeholder engagement and change management initiatives. User training programs, awareness sessions, and business adoption initiatives were conducted to maximize utilization of technology investments and drive organization-wide digital transformation. The

Company also strengthened enterprise data management practices and expanded the use of analytics platforms to improve accessibility, consistency and governance of business information across functions.

Innovation Initiatives:

The Company continued to evaluate and adopt emerging technologies to support business innovation and operational excellence. Artificial intelligence, advanced analytics and intelligent automation solutions were explored and deployed across selected use cases to improve productivity, customer engagement and decision support capabilities. The Company remains committed to fostering a culture of innovation through continuous evaluation of new technologies and industry best practices.

b. The benefits derived like product improvement, cost reduction, product development or import substitution:

The technology initiatives undertaken during the year resulted in: (i) Improved operational efficiency through increased automation,

(ii) Enhanced customer and advisor experience across digital channels,

(iii) Faster processing and turnaround of business transactions,

(iv) Improved decision-making through better access to data and analytics,

(v) Strengthened risk management, compliance monitoring and governance Controls, (vi) Increased scalability and resilience of technology platforms, and

(vii) Improved productivity across business and operational functions.

c. Future course of action:

The Company will continue to invest in digital transformation, artificial intelligence, automation, data and analytics capabilities and cyber security initiatives. Focus will remain on enhancing customer experience, improving operational resilience, strengthening data-driven decision-making and building scalable technology platforms aligned with long-term business objectives.

d. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

The Company from time to time has imported and fully absorbed technologies like software development frameworks, digital platform technologies, database technologies, AI technologies, and related enterprise technology components used for development and enhancement of digital platforms in its digital platforms and systems.

e. Research and Development (R&D):

During the year under review, the Company did not incur any expenditure on research and development.

C. Foreign Exchange Earning and Outgo: financial The foreign exchange earning during the year ended March 31, 2026, was Rs. 15,58,22,624/- and the foreign exchange expenditure during financial year ended March 31, 2026, was Rs. 47,09,81,318/-.

28. DISCLOSURESUNDERTHESEXUALHARASSMENT

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://s3.ap-south-1.amazonaws.com/x-web-s3.360. one/360_ONE_Prevention_of_Sexual_Harassment_ and_Complaint_Procedure_Policy_58379bedc2.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 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 reviewedbytheInternalAuditors,whoareanindependent 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. 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 is an important element in the Company's overall internal control framework, the details of which are provided in point 35 below.

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 2025-26 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. Accordingly, the

Company has undertaken (a) Independent reasonable assurance of BRSR Core for the financial year 2025-26 and (b) voluntary limited level of assurance for the non-financial disclosures in BRSR, and had appointed Aabid & Co., Company Secretaries as an independent third party assurance provider for BRSR Core for financial year 2025-26. The assurance statement on BRSR Core issued by Aabid & Co., Company Secretaries, forms part of the Annual Report.

During the year under review, the Company released its 3 rd 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 2024-25, reflected our dedication to creating a more sustainable future and the same is available on the website of the Company.

33. RISK MANAGEMENT

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

Discussion and Analysis Report.

34. POLICY ON DIRECTORS' APPOINTMENT

AND REMUNERATION

In terms of the requirements of the Act and SEBI Listing Regulations, 2015, the Company has adopted Nomination and Remuneration Policy ("NRC Policy") of the Company. The NRC Policy inter-alia lays down the criteria for appointment of Directors and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Act, as a part of the NRC Policy of the Company. The salient features of NRC Policy are provided in the Corporate Governance Report which forms part of the Annual Report. The said policy is also annexed herewith as Annexure IX and is available on the website of the Company at https://s3.ap-south-1. amazonaws.com/x-web-s3.360.one/Nomination_and_ Remuneration_Policy_final_358d1ccb4f.pdf.

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

The Company has adopted a Policy on Vigil Mechanism and Whistle Blower Mechanism and has established the necessary vigil mechanism for employees, directors, suppliers, service providers and contractual staff to raise genuine concerns about unethical behavior, actual or suspected fraud or violation of the policies. The Policy on Vigil Mechanism and Whistle Blower Mechanism provides for nature of issues covered, available reporting channels to report an incident, steps alongwith expected timelines for resolving concerns reported and measures available to safeguard against victimization of the whistle blower who avails of such mechanism. As per the said Policy, direct access to the Chairperson of the Audit Committee will be provided to the Whistle Blower, should the Whistle Blower so require, in appropriate or exceptional cases. The Policy on Vigil Mechanism and Whistle Blower Mechanism is available on the website of the Company at https://s3.ap-south-1.amazonaws.com/x-web-s3.360. one/360_ONE_Policy_on_vigil_mechanism_and_ whistle_blower_mechanism_2dd3b3dff3.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 and monitoring email ID 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 2025-26 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.

37. OTHER DISCLOSURES

During the year under review:

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

There was no revision in the financial statements of the Company; Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act were not applicable for the business activities carried out by the Company;

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

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

38. 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 the committed efforts, teamwork and professionalism by all the employees of the Company.