360 ONE WAM LIMITED — Audit Report / Information 2023

May 15, 2023

May 15, 2023

The Manager, Listing Department, BSE Limited, Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai 400 001. BSE Scrip Code: 542772

The Manager, Listing Department, National Stock Exchange of India Ltd., Exchange Plaza, 5 Floor, Plot C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai 400 051. NSE Symbol: 360ONE

Dear Sir(s) / Madam(s),

Subject: Annual Secretarial Compliance Report for the financial year ended March 31, 2023

Please find enclosed the Annual Secretarial Compliance Report for the financial year ended March 31, 2023, issued by Mehta & Mehta, Practicing Company Secretaries, Secretarial Auditor of the Company, pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with circular(s) issued in this regard.

Please take the same on your record.

Thanking you.

Yours truly, For 360 ONE WAM LIMITED (Formerly known as IIFL Wealth Management Limited)

ROHIT SHRINIW AS BHASE Digitally signed by ROHIT SHRINIWAS BHASE Date: 2023.05.15 18:54:37 +05'30'

Rohit Bhase Company Secretary ACS: 21409 Encl: As above

360 ONE WAM LIMITED (Formerly known as IIFL Wealth Management Limited)

Corporate & Registered Office: 360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013

COMPANY SECRETARIES

201-206. SHIV SMRITI 2ND FLOOR, 49/A, DR. ANNIE BESANT ROAD, ABOVE CORPORATION BANK, WORLI, MUMBAI-400 018 TEL +91-22-6611 9696. • E-mail: diptImehtame corn • Visit us : www mehla-mehta corn

AUTHORISED AGENTS FOR TRADEMARK COPYRIGHT AND PATENT

SECRETARIAL COMPLIANCE REPORT OF 360 ONE WAM LIMITED fFORMERLY KNOWN AS IIFL WEALTH MANAGEMENT LIMITED) FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

We, MIs. Mehta & Mehfa, Company Secretaries have examined:

• (a) all the documents and records made available to US and explanation providedby 360 ONE WAM LIMITED (formerly known as IIFL Wealth Management Limited) ("the listed entity"),
• (b) the filings/ submissions made by the listed entity to the stock exchanges,
• (C) website of the listed entity,
• (d) any other document! filing, as may be relevant, which has been relied upon to make this certification,

for the year ended March31, 2023 ("Review Period") in respect of compliance withthe provisions of:

• (a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
• (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunderand the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of In dia ("SEBI");

The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examin ed, include: -

• (a) Securities and Exchange Board of In dia (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• (d) Securities and Exchange Board of In dia (Buyback of Securities) Regulations, 2018 (during the period under review not applicable to the Company):
• (e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
• (f) Securities and Exchange Board of In dia (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

• (g) Securities and Exchange Board of In dia (Prohibition of Insider Trading) Regulations, $2015:$
• (h) The Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020:
• (i) The Securities and Exchange Board of In dia (Research Analysts) Regulations, 2014;
• The Securities and Exchange Board of In dia (Merchant Bankers) Regulations, 1992; and $(i)$

circulars/guidelines issued thereunder;

and based on the above examination, We hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:-

S	Compliance	Regulat	Dev	A	Ty	Det	Fin	Observat	Man	Re
r.N	Requirement	$ion/C$ ir	iatio	cti	pe	ails	е	ions/Rem	age	ma
$\mathsf{o}$	(Regulations/	cular	ns	on	οf	οf	A	arks of	ment	rks
	circulars/gui	No.		Ta	A	Vio	mo	the	Resp
	delines			ke	cti	lati	unt	Practicin	onse
	including			n	on	on		g
	specific			by				Compan
	clause)
								Secretar
				Nil

Pursuant to BSE Notice No. 20230316-14 dated March 16, 2023 and NSE Circular RefNo: NSE/CML/ 2023/21 dated March 16, 2023.

Sr. No.	Particulars	Compliance Status (Yes/No/NA)	Observations/Remarks by PCS
	Secretarial Standards	Yes
	The compliances of listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI)

2.	Adoption and timely updation of the Policies: • All applicable under policies SEBI Regulations are adopted with the approval of board of directors of the listed entities. • All the policies are in conformity with SEBI Regulations and has been reviewed & timely updated asper the regulations/circulars/guidelines issued by SEBI.	Yes
3.	Maintenance and disclosures on We bsite: • The Listed entity is maintaininga functional website. • Timely of the dissemination documents! information under a separate section on the websife. • Web-links provided in annual corporate governance reports are under Regulation 27(2) accurate and specific which to the relevant re-directs of the document(s)! section website.	Yes
4.	Disqualification of Director: None of the of the Director Company are disqualified under Section 164 of Companies Act, 2013	Yes

5.	To examine details related to	Yes
	Subsidiaries of listed entities:
	Identification of (a) material subsidiary companies
	(b) Requirements with respect to disclosure of material as well as other subsidiaries
6.	Preservation of Documents:	Yes
	The listed entity is preserving and maintaining records as prescribed under SEBI and of Regulations disposal of records per Policy as Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015
7.	Performance Evaluation:	Yes
	The listed entity has conducted performance evaluation of the In dependent Board, Directors and the Committees at the startof every financial year as prescribed in SEBI Regulations
8.	Related Party Transactions:	Yes
	(a) The listed entity has obtained approval of Audit prior Committee for all Related party transactions
	(b) In case prior approval no obtained, if any, the listed entity detailed provide reasons shall along with confirmation whether the transactions were subsequently

	approved/ratified/rejected by the Audit committee
9,	of events Disclosure or information: The listed entity has provided all the required under disclosure(s) alongwith Regulation 30 of Schedule LODR Ill SEBI Regulations, 2015 within the time limits prescribed thereunder.	Yes
10.	Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI of Trading) (Prohibition In sider Regulations, 2015	Yes
11.	Actions taken by SEBI or Stock Exchange(s), if any: No Actions taken against the entity! promoters! listed its directors! subsidiaries either by SEBI or by Stock Exchanges(including under the Standard Operating Procedures issued bySEBI through under various circulars) SEBI and Regulations circulars/ guidelines issuedthereunder	NA	There were no actions taken by SEBI or Stock Exchange
12.	Additional Non-compliances, if any: No additional non-compliance observed for all SEBI regulation/circular/guidance note etc.	NA	There were no actions taken by SEBI or Stock Exchange

(b) The listed entity has taken the following actions to comply with the observations made in previous reports:

S	Compliance	Regulat	Dev	А	Ty	Det	Fin	Observat	Man	Re
r.	Requirement	ion/Cir	iatio	cti	pe	ails	e	ions/Rem	age	ma
N	(Regulations/	cular	ns	on	of	of	A	of arks	ment	rks
$\mathbf{o}$ ٠	circulars/gui delines including specific clause)	No.		Ta ke n by	A cti on	Vio lati on	mo unt	the Practicin g Compan у Secretar	Resp onse
	Nil							У

For Mehta & Mehta, Company Secretaries $(IC SI Unique Code P1996MH007500)$

Place: Mumbai Date: May 04, 2023

UDIN: F003667E000253697

Note: This report is to be read with our letter of even date which is annexed as 'ANNEXURE A' and forms an integral part of this report.

To, 360 ONE WAM LIMITED (Formerly known as IIFL Wealth Management Limited) 360 ONE Centre, Karnala City, Senapati Bapat Marg, Lower Parel, Mumbai -400013.

Our report of even date is to be read along with this letter.

• 1) Maintenance of record is the responsibility of the management of the listed entity. Our responsibility is to express an opinion on these records based on our verification of the same.
• 2) We have followed the practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.
• 3) We have not verified the correctness and appropriateness of financial recordsand Books of Accounts of the listed entity.
• 4) Wherever required, we have obtained the Management representation about the compliance of SEBI laws, rules and regulations thereof.
• 5) The compliance of the provisions of SEBI laws, rules, regulations is the responsibilityof management. Our examination was limited to the verification of compliances done by the listed entity.
• 6) As regards the books, papers, forms, reports and returns filed by the listed entityunder the above-mentioned regulations, the adherence and compliance to the requirements of the said regulations is the responsibility of management. Our examination was limited to checking the execution and timeliness of the filing of various forms, reports, returns and documents that need to be filed by the listedentity under the said regulations. We have not verified the correctness and coverage of the contents of such forms, reports, returns and documents.

7) This report is neither an assurance as to the future viability of the listed entity norof the efficacy or effectiveness with which the management has conducted theaffairs of the listed entity.

(ICSI Uni e Code P19?4IOGZ5OO) For Mehta & Mehta, Company Secretaries

Date: May 04, 2023

Place: Mumbai UDIN: F003667E000253697