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360 ONE WAM LIMITED — Proxy Solicitation & Information Statement 2025
Oct 30, 2025
61416_rns_2025-10-30_3a884421-b2d9-464a-9798-24d8bd374aed.pdf
Proxy Solicitation & Information Statement
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October 30, 2025
The Manager, The Manager, Listing Department, Listing Department, BSE Limited, National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Tower, Exchange Plaza, 5 Floor, Plot C/1, G Block, Dalal Street, Bandra - Kurla Complex, Bandra (E), Mumbai 400 001. Mumbai 400 051. BSE Scrip Code: 542772 NSE Symbol: 360ONE
Dear Sir / Madam,
Subject: Notice of the 3[rd] Postal Ballot of the Company for the financial year 2025-26 (“Postal Ballot Notice”) - Intimation under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations, 2015”)
This is further to our intimation dated October 17, 2025, in respect of approval granted by the Board of Directors of the Company for implementation of 360 ONE Employee Stock Option Scheme 2025 – Series 1 and 360 ONE Employee Stock Option Scheme 2025 – Series 2, subject to necessary approvals including from the shareholders of the Company.
We would like to inform you that in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations, 2015, read with General Circular No. 03/2025 dated September 22, 2025 and all other applicable circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India ( “SEBI” ) in this regard, the Postal Ballot Notice dated Wednesday, October 29, 2025, is dispatched today i.e. Thursday, October 30, 2025, only by electronic mode to those members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Friday, October 17, 2025 and whose email addresses are registered with the Company / Depository Participants, for seeking approval of the members of the Company for the following matter(s):
| S.N. | Proposed item(s) to be transacted | Resolution(s) to be passed |
Manner of approval |
|---|---|---|---|
| 1. | Approval for formation of 360 ONE Employee Stock Option Scheme 2025 – Series 1 for the employees of the wholly owned subsidiary company(ies)of the Company |
Special resolution | Remote e-voting |
| 2. | Approval for formation of 360 ONE Employee Stock Option Scheme 2025 – Series 2 for the employees of the Company |
Special resolution | Remote e-voting |
360 ONE WAM LIMITED
Corporate & Registered Office: 360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013 Tel (91-22) 4876 5600 Fax (91-22) 4341 1895 Email [email protected] www.360.one
CIN: L74140MH2008PLC177884
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| 3. | Approval for formation of 360 ONE Employee Stock Option Scheme 2025 – Series 2 for the employees of the wholly owned subsidiary company(ies)of the Company |
Special resolution | Remote e-voting |
|---|---|---|---|
In terms of the provisions of Regulation 30 of the Listing Regulations, 2015, the Postal Ballot Notice is enclosed herewith as Annexure I and the same shall be available on the website of the Company i.e. www.360.one and on the website of Central Depository Services (India) Limited at www.evotingindia.com.
Please take the same on your records.
Yours truly,
For 360 ONE WAM LIMITED
ROHIT Digitally signed by ROHIT SHRINIWAS SHRINIWAS BHASE Date: 2025.10.30 BHASE 18:11:34 +05'30' Rohit Bhase Company Secretary (ACS: 21409) Encl.: As above
360 ONE WAM LIMITED
Corporate & Registered Office: 360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013 Tel (91-22) 4876 5600 Fax (91-22) 4341 1895 Email [email protected] www.360.one
CIN: L74140MH2008PLC177884
Annexure-I
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360 ONE WAM LIMITED CIN: L74140MH2008PLC177884 Regd. Office: 360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 Tel: (+91-22) 4876 5600, Fax: (+91-22) 4341 1895, E-mail: [email protected], Website: www.360.one
POSTAL BALLOT NOTICE
The notice (“Notice”) is hereby given that pursuant to the provisions of Section 110 read with Section 108 of the Companies Act, 2013 (“Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and all other applicable provisions of the Act and rules framed thereunder, read with General Circular 03/2025 dated September 22, 2025 and other relevant and applicable circulars issued by the Ministry of Corporate Affairs (“MCA Circulars”) , Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations, 2015”) , Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable laws, rules and regulations including any statutory modification(s), clarification(s), substitution(s) or reenactment(s) thereof for the time being in force, the following special business(es) are proposed to be passed as Special Resolution(s) by the Members of 360 ONE WAM LIMITED (“Company”) by means of Postal Ballot only by remote e-voting process (“remote e-voting” or “e-voting”). Members are requested to refer to “Annexure A” containing key details regarding the Postal Ballot for ease of reference.
A statement pursuant to Section 102 of the Act ("Explanatory Statement") read with Listing Regulations, 2015, and other applicable laws setting out material facts relating to the following special business(es) and the rationale / justification thereof, is annexed hereto and forms part of the Notice.
In accordance with Sections 108 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, 2015, the Company has engaged the services of the Central Depository Services (India) Limited (“CDSL”) , an agency authorised by the Ministry of Corporate Affairs, to provide remote e-voting facility. The procedure for remote e-voting is detailed in the notes to this Notice.
The Board of Directors has appointed Mr. Nilesh Shah or failing him Ms. Hetal Shah or failing her Mr. Mahesh Darji, from Nilesh Shah & Associates, Company Secretaries, as scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner.
The Scrutinizer, after scrutinizing the votes cast through remote e-voting, will prepare a report in accordance with the applicable laws and shall submit the same to Chairperson of the Company or any other person authorised by him. The results of the remote e-voting along with the scrutinizer’s report shall be declared and announced on or before Monday, December 1, 2025, at the registered office of the Company and the same shall be communicated to the stock exchanges where the equity shares of the Company are listed viz. BSE Limited and National Stock Exchange of India Limited. Further, the results shall be displayed on the website of the Company viz. www.360.one and on the notice board at the registered office of the Company and also on the website of CDSL viz. www.evotingindia.com.
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SPECIAL BUSINESS(ES):
1. Approval for formation of 360 ONE Employee Stock Option Scheme 2025 – Series 1 for the employees of the wholly owned subsidiary company(ies) of the Company:
To consider and, if thought fit, to pass the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the extant applicable provisions of:
-
Section 62 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (“Act”) ;
-
Memorandum of Association and Articles of Association of the Company;
-
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, read with all circulars and notifications issued thereunder (“SBEBSE Regulations”) ;
-
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, read with all circulars and notifications issued thereunder (“Listing Regulations, 2015”) ;
-
Foreign Exchange Management Act, 1999, as amended from time to time, read with rules and regulations framed and circulars and notifications issued thereunder (“FEMA”) ;
-
circulars / guidelines / notifications / frequently asked questions issued thereunder, as amended from time to time by Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”) ; and
-
such other laws, rules, regulations, notifications, guidelines etc. applicable in this regard, from time to time; and subject to such approval(s) / consent(s) / permission(s) / sanction(s), as may be required, from the appropriate regulatory authorities / institutions / bodies including but not limited to the stock exchanges, SEBI and / or the Reserve Bank of India, and subject to such terms and conditions as may be prescribed while granting such approval(s) / consent(s) / permission(s) / sanction(s), and which may be agreed to and accepted by the Board of Directors (hereinafter referred to as the “Board” , which term shall deem to include the Nomination and Remuneration Committee constituted by the Board of Directors under Regulation 19 of Listing Regulations, 2015 and the Act, or any other committee authorized by the Board from time to time to exercise the powers conferred on the Board vide this resolution and / or such other persons who may be authorized in this regard by the Board or the Nomination and Remuneration Committee) , the consent of the shareholders be and is hereby accorded to adopt, introduce, implement and administer “360 ONE Employee Stock Option Scheme 2025 – Series 1” (“360 ONE ESOS 2025 – Series 1” or “Scheme 1”) , the salient features of which are furnished in the Explanatory Statement annexed hereto and to create, grant, offer, issue and allot, directly, at any time, to the present and / or future employees exclusively working with any present and / or future wholly owned subsidiary company(ies) of the Company, in India or outside India as permitted under applicable laws but excluding:
-
(a) independent director and non-executive director who is not exclusively working as an employee with any present and / or future wholly owned subsidiary company(ies) of the Company,
-
(b) director or employee who is a promoter or a person belonging to the promoter group of the Company,
-
(c) director who, either himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company, and
-
(d) such other person(s) who may be restricted from receiving the grant of employee stock options under applicable laws from time to time, (hereinafter referred to as “Employees” );
under 360 ONE ESOS 2025 – Series 1, upto 28,33,000 (twenty eight lakh thirty three thousand) equity shares of the Company of face value of Re. 1/- only (Rupee One Only), each fully paid-up, which shall rank pari-passu in all respect with then existing equity shares of the Company, as employee stock options (“Options”) convertible into an equal number of equity shares of the Company or such adjusted numbers for any corporate action(s) including but not limited to rights issues, bonus issues, merger and sale of division, change in capital structure and others, in one or more tranches, at such price and on such terms and conditions as may be fixed or determined by the Board in accordance with the extant applicable laws and the Scheme 1.
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RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, split / consolidation of shares, change in capital structure, merger / demerger, the outstanding Options, granted or Options to be granted, under the Scheme 1 shall be suitably adjusted for such number of Options / equity shares and / or the exercise price, as may be required and that the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and as permitted under the SBEBSE Regulations and other applicable laws, so as to ensure passing of fair and equitable benefits under the Scheme 1.
RESOLVED FURTHER THAT subject to the terms as approved by the shareholders, the Board be and is hereby authorised to implement, form, decide upon and bring into effect the Scheme 1 on such terms and conditions as contained in Explanatory Statement and to modify, change, vary, alter, amend, suspend, withdraw or terminate the Scheme 1 subject to compliance with the SBEBSE Regulations, the Act and other applicable laws.
RESOLVED FURTHER THAT for the purpose of implementation and administration of the Scheme 1 and generally for giving effect to this resolution, the Board be and is hereby authorized, on behalf of the Company, to submit, seek and obtain approvals including in-principle & listing approvals of the Scheme 1 and the equity shares as may be allotted thereunder from time to time from the stock exchanges, to appoint one or more third party advisors / agencies as may be required, to generally take all such steps and to do all such incidental or ancillary acts, deeds, matters and things including but not limited to framing rules / policies / procedures relating to taxation matters arising out of grant / exercise of Options, to negotiate, execute, sign and deliver all such deeds, documents, instruments, letters and writings as it may in its absolute discretion deem necessary or desirable including any amendments and alterations thereto and to settle any questions, difficulties or doubts that may arise in this regard, without being required to seek any further consent or approval of the members of the Company.”
2. Approval for formation of 360 ONE Employee Stock Option Scheme 2025 – Series 2 for the employees of the Company:
To consider and, if thought fit, to pass the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the extant applicable provisions of:
-
Section 62 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (“Act”) ;
-
Memorandum of Association and Articles of Association of the Company;
-
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, read with all circulars and notifications issued thereunder (“SBEBSE Regulations”) ;
-
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, read with all circulars and notifications issued thereunder (“Listing Regulations, 2015”) ;
-
Foreign Exchange Management Act, 1999, as amended from time to time, read with rules and regulations framed and circulars and notifications issued thereunder (“FEMA”) ;
-
circulars / guidelines / notifications / frequently asked questions issued thereunder, as amended from time to time by Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”) ; and
-
such other laws, rules, regulations, notifications, guidelines etc. applicable in this regard, from time to time; and subject to such approval(s) / consent(s) / permission(s) / sanction(s), as may be required, from the appropriate regulatory authorities / institutions / bodies including but not limited to the stock exchanges, SEBI and / or the Reserve Bank of India, and subject to such terms and conditions as may be prescribed while granting such approval(s) / consent(s) / permission(s) / sanction(s), and which may be agreed to and accepted by the Board of Directors (hereinafter referred to
Page 3 of 28
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as the “Board” , which term shall deem to include the Nomination and Remuneration Committee constituted by the Board of Directors under Regulation 19 of Listing Regulations, 2015 and the Act, or any other committee authorized by the Board from time to time to exercise the powers conferred on the Board vide this resolution and / or such other persons who may be authorized in this regard by the Board or the Nomination and Remuneration Committee) , the consent of the shareholders be and is hereby accorded to adopt, introduce, implement and administer “360 ONE Employee Stock Option Scheme 2025 – Series 2” (“360 ONE ESOS 2025 – Series 2” or “Scheme 2”) , the salient features of which are furnished in the Explanatory Statement annexed hereto and to create, grant, offer, issue and allot, directly, at any time, to the present and / or future employees exclusively working with the Company, in India or outside India as permitted under applicable laws but excluding:
-
(a) independent director and non-executive director of the Company,
-
(b) director or employee who is a promoter or a person belonging to the promoter group of the Company,
-
(c) director who, either himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company, and
-
(d) such other person(s) who may be restricted from receiving the grant of employee stock options under applicable laws from time to time, (hereinafter referred to as “Employees” );
under 360 ONE ESOS 2025 – Series 2, upto 9,00,000 (nine lakh) equity shares of the Company of face value of Re. 1/- only (Rupee One Only), each fully paid-up, which shall rank pari-passu in all respect with then existing equity shares of the Company, as employee stock options (“Options”) convertible into an equal number of equity shares of the Company or such adjusted numbers for any corporate action(s) including but not limited to rights issues, bonus issues, merger and sale of division, change in capital structure and others, in one or more tranches, at such price and on such terms and conditions as may be fixed or determined by the Board in accordance with the extant applicable laws and the Scheme 2.
RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, split / consolidation of shares, change in capital structure, merger / demerger, the outstanding Options, granted or Options to be granted, under the Scheme 2 shall be suitably adjusted for such number of Options / equity shares and / or the exercise price, as may be required and that the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and as permitted under the SBEBSE Regulations and other applicable laws, so as to ensure passing of fair and equitable benefits under the Scheme 2.
RESOLVED FURTHER THAT subject to the terms as approved by the shareholders, the Board be and is hereby authorised to implement, form, decide upon and bring into effect the Scheme 2 on such terms and conditions as contained in Explanatory Statement and to modify, change, vary, alter, amend, suspend, withdraw or terminate the Scheme 2 subject to compliance with the SBEBSE Regulations, the Act and other applicable laws.
RESOLVED FURTHER THAT for the purpose of implementation and administration of the Scheme 2 and generally for giving effect to this resolution, the Board be and is hereby authorized, on behalf of the Company, to submit, seek and obtain approvals including in-principle & listing approvals of the Scheme 2 and the equity shares as may be allotted thereunder from time to time from the stock exchanges, to appoint one or more third party advisors / agencies as may be required, to generally take all such steps and to do all such incidental or ancillary acts, deeds, matters and things including but not limited to framing rules / policies / procedures relating to taxation matters arising out of grant / exercise of Options, to negotiate, execute, sign and deliver all such deeds, documents, instruments, letters and writings as it may in its absolute discretion deem necessary or desirable including any amendments and alterations thereto and to settle any questions, difficulties or doubts that may arise in this regard, without being required to seek any further consent or approval of the members of the Company.”
Page 4 of 28
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3. Approval for formation of 360 ONE Employee Stock Option Scheme 2025 – Series 2 for the employees of the wholly owned subsidiary company(ies) of the Company:
To consider and, if thought fit, to pass the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the extant applicable provisions of:
-
Section 62 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (“Act”) ;
-
Memorandum of Association and Articles of Association of the Company;
-
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, read with all circulars and notifications issued thereunder (“SBEBSE Regulations”) ;
-
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, read with all circulars and notifications issued thereunder (“Listing Regulations, 2015”) ;
-
Foreign Exchange Management Act, 1999, as amended from time to time, read with rules and regulations framed and circulars and notifications issued thereunder (“FEMA”) ;
-
circulars / guidelines / notifications / frequently asked questions issued thereunder, as amended from time to time by Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”) ; and
-
such other laws, rules, regulations, notifications, guidelines etc. applicable in this regard, from time to time; and subject to such approval(s) / consent(s) / permission(s) / sanction(s), as may be required, from the appropriate regulatory authorities / institutions / bodies including but not limited to the stock exchanges, SEBI and / or the Reserve Bank of India, and subject to such terms and conditions as may be prescribed while granting such approval(s) / consent(s) / permission(s) / sanction(s), and which may be agreed to and accepted by the Board of Directors (hereinafter referred to as the “Board” , which term shall deem to include the Nomination and Remuneration Committee constituted by the Board of Directors under Regulation 19 of Listing Regulations, 2015 and the Act, or any other committee authorized by the Board from time to time to exercise the powers conferred on the Board vide this resolution and / or such other persons who may be authorized in this regard by the Board or the Nomination and Remuneration Committee) , the consent of the shareholders be and is hereby accorded to adopt, introduce, implement and administer “360 ONE Employee Stock Option Scheme 2025 – Series 2” (“360 ONE ESOS 2025 – Series 2” or “Scheme 2”) , the salient features of which are furnished in the Explanatory Statement annexed hereto and to create, grant, offer, issue and allot, directly, at any time, to the present and / or future employees exclusively working with any present and / or future wholly owned subsidiary company(ies) of the Company, in India or outside India as permitted under applicable laws but excluding:
-
(a) independent director and non-executive director who is not exclusively working as an employee with the Company or any present and / or future wholly owned subsidiary company(ies) of the Company,
-
(b) director or employee who is a promoter or a person belonging to the promoter group of the Company,
-
(c) director who, either himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company, and
-
(d) such other person(s) who may be restricted from receiving the grant of employee stock options under applicable laws from time to time, (hereinafter referred to as “Employees” );
under 360 ONE ESOS 2025 – Series 2, upto 9,00,000 (nine lakh) equity shares of the Company of face value of Re. 1/- only (Rupee One Only), each fully paid-up, which shall rank pari-passu in all respect with then existing equity shares of the Company, as employee stock options (“Options”) convertible into an equal number of equity shares of the Company or such adjusted numbers for any corporate action(s) including but not limited to rights issues, bonus issues, merger and sale of division, change in capital structure and others, in one or more tranches, at such price and on such terms and conditions as may be fixed or determined by the Board in accordance with the extant applicable laws and the Scheme 2.
RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, split / consolidation of shares, change in capital structure, merger / demerger, the outstanding Options, granted or Options to be granted, under
Page 5 of 28
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the Scheme 2 shall be suitably adjusted for such number of Options / equity shares and / or the exercise price, as may be required and that the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and as permitted under the SBEBSE Regulations and other applicable laws, so as to ensure passing of fair and equitable benefits under the Scheme 2.
RESOLVED FURTHER THAT subject to the terms as approved by the shareholders, the Board be and is hereby authorised to implement, form, decide upon and bring into effect the Scheme 2 on such terms and conditions as contained in Explanatory Statement and to modify, change, vary, alter, amend, suspend, withdraw or terminate the Scheme 2 subject to compliance with the SBEBSE Regulations, the Act and other applicable laws.
RESOLVED FURTHER THAT for the purpose of implementation and administration of the Scheme 2 and generally for giving effect to this resolution, the Board be and is hereby authorized, on behalf of the Company, to submit, seek and obtain approvals including in-principle & listing approvals of the Scheme 2 and the equity shares as may be allotted thereunder from time to time from the stock exchanges, to appoint one or more third party advisors / agencies as may be required, to generally take all such steps and to do all such incidental or ancillary acts, deeds, matters and things including but not limited to framing rules / policies / procedures relating to taxation matters arising out of grant / exercise of Options, to negotiate, execute, sign and deliver all such deeds, documents, instruments, letters and writings as it may in its absolute discretion deem necessary or desirable including any amendments and alterations thereto and to settle any questions, difficulties or doubts that may arise in this regard, without being required to seek any further consent or approval of the members of the Company.”
Registered Office: By order of the Board of Directors 360 ONE Centre, Kamala City, Senapati Bapat Marg, For 360 ONE WAM LIMITED Lower Parel, Mumbai - 400 013 Tel: (+91-22) 4876 5600, Fax: (+91-22) 4341 1895 E-mail: [email protected] Website: www.360.one Rohit Bhase Date: October 29, 2025 Company Secretary Place: Mumbai ACS – 21409
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NOTES:
-
The Explanatory Statement read with Listing Regulations, 2015 and other applicable laws, setting out material facts relating to the special business(es) mentioned in this Notice is annexed hereto and forms part of the Notice.
-
In compliance with the aforesaid MCA Circulars, the business(es) set out in the Notice will be transacted through electronic voting system only and accordingly, the Company is providing facility of remote e-voting. For this purpose, necessary arrangements have been made by the Company with CDSL in compliance with Sections 108 and 110 of the Act, read with Regulation 44 of Listing Regulations, 2015, as amended and in terms of extant applicable circulars issued by Securities and Exchange Board of India and Ministry of Corporate Affairs.
-
In compliance with the aforesaid MCA Circulars, the Notice is being sent only through electronic mode to those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Friday, October 17, 2025 and whose e-mail addresses are registered with the Company / Depositories. Please also note that those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company / Depositories, are also entitled to vote in relation to the resolution(s) as set out in this Notice. Members may note that the Notice will also be available on website of the Company at www.360.one, website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively and on the website of CDSL at www.evotingindia.com. A person who is not a Member as on the aforesaid cutoff date should treat this Notice for information purposes only.
-
In accordance with the MCA Circulars, the physical copies of this Postal Ballot Notice, along with postal ballot form and postage pre-paid business reply envelope, are not being sent to any Member. Accordingly, the communication of the assent or dissent of the Members eligible to vote is restricted only to remote e-voting i.e. by casting their votes electronically instead of submitting postal ballot forms. Physical copies of the Notice shall be sent to those Members who request for the same.
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We encourage Members to support our commitment to environmental protection by choosing to receive the Company communication through e-mail. Accordingly, Members are requested to register / update their e-mail ids in the following manner:
-
a) Members holding shares in dematerialized form, who have not registered / updated their e-mail addresses are requested to register / update their e-mail addresses with their respective Depository Participants (“DPs”) ; and
-
b) Members holding shares in physical form are requested to register / update their e-mail addresses with MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), Registrar and Share Transfer Agent of the Company (“RTA”) at https://web.in.mpms.mufg.com/EmailReg/Email_Register.html
-
The relevant document(s) as may be referred to in the Notice and the Explanatory Statement, in accordance with the applicable laws shall be available for inspection without any fee by the Members of the Company, on all working days between 2:00 p.m. (IST) to 5:00 p.m. (IST) at the registered office of the Company, from the date of circulation of the Notice until the last date of remote e-voting. Members seeking to inspect the same can send an e-mail to the Company at [email protected] mentioning their name, folio no. / client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the e-mail.
-
In case of queries / grievances relating to remote e-voting, Members may refer to the Frequently Asked Questions (“FAQs”) and e-voting manual for members at the HELP Section at the website of CDSL i.e. www.evotingindia.com or write an e-mail to helpdesk.evo�[email protected] or call on toll free no: 1800 21 09911 or contact Mr. Rakesh Dalvi, Assistant Vice President, CDSL at A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N. M. Joshi Marg,
Page 7 of 28
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Lower Parel (East), Mumbai – 400 013 or e-mail to the Company at [email protected] or call on (+91-22) 4876 5600 or contact Mr. Rohit Bhase, Company Secretary, at 360 ONE Centre, Kamala City, Senapa� Bapat Marg, Lower Parel, Mumbai - 400013.
- Members are requested to refer the circulars issued by Securities and Exchange Board of India with respect to updation of KYC and / or nomination details, from time to time, available at the website of the Company i.e. www.360.one or at website of Securities and Exchange Board of India i.e. www.sebi.gov.in. Members are also requested to intimate changes, if any, in their name, postal address, e-mail address, telephone / mobile numbers, bank account details, Permanent Account Number (“PAN”) , nominations, power of attorney, to their DPs in case the shares are held by them in dematerialized form and to MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), Registrar and Share Transfer Agent of the Company, in case the shares are held by them in physical form.
9. Voting Instructions
The Company has engaged the services of CDSL to provide the remote e-voting facility. The voting rights of the Member shall be in proportion to their share in paid-up capital of the Company registered in the name of the Member / beneficial owner (in case of shareholding in dematerialised form) as on the cut-off date i.e. Friday, October 17, 2025. A person, whose name is recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Friday, October 17, 2025, only shall be entitled to avail the facility of remote e-voting and cast his votes. The Members are requested to note that once the vote is cast by a Member, he shall not be allowed to change it subsequently or cast the vote again. The manner of remote e-voting by Members is provided in Note No. 11 i.e. ‘Instructions for remote e- voting’ .
The remote e-voting facility will be available during the following period:
Commencement of remote e-voting: From 9:00 a.m. (IST) on Friday, October 31, 2025 End of remote e-voting: Up to 5:00 p.m. (IST) on Saturday, November 29, 2025
The remote e-voting will not be allowed before or beyond the aforesaid date and time and the remote e-voting module shall be disabled by CDSL upon expiry of the aforesaid period. Voting rights through e-voting cannot be exercised by a proxy.
10. Voting Results
-
I. The Board of Directors has appointed Mr. Nilesh Shah or failing him Ms. Hetal Shah or failing her Mr. Mahesh Darji, from Nilesh Shah & Associates, Company Secretaries, as scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner. The scrutinizer(s) have communicated their willingness to be appointed and will be available for the said purpose. The scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final.
-
II. The Scrutinizer, after scrutinizing the votes cast through remote e-voting, will prepare a report in accordance with the applicable laws and shall submit the same to Chairperson of the Company or any other person authorised by him. The results of the remote e-voting along with the scrutinizer’s report shall be declared and announced on or before Monday, December 1, 2025, at the registered office of the Company and the same shall be communicated to the stock exchanges where the equity shares of the Company are listed viz. BSE Limited and National Stock Exchange of India Limited. Further, the results shall be displayed on the website of the Company viz. www.360.one and on the notice board at the registered office of the Company and also on the website of CDSL viz. www.evotingindia.com.
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- III. The resolution(s), if passed by the Members by means of Postal Ballot, will be deemed to have been passed at a General Meeting of the Members, on the last date specified by the Company for remote e-voting i.e. Saturday, November 29, 2025.
11. Instructions for remote e-voting
- a) Access through Depositories i.e. CDSL / NSDL e Voting system in case of individual shareholders holding shares in demat mode:
In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on e-voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and DPs. Shareholders are advised to update their mobile number and e-mail id in their demat accounts in order to access e-voting facility. Pursuant to aforesaid SEBI Circular, Login method for e-voting for individual shareholders holding securities in demat mode is given below:
| Type of shareholders |
Login Method |
|---|---|
| Individual shareholders holding securities in demat mode withCDSL |
1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach the e-voting page without any further authentication. The users are requested to visit website of CDSL i.e. www.cdslindia.com and click on Login icon and select ‘My Easi New (Token)’ Tab. 2) After successful login, the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by companies. On clicking the e-voting option, the user will be able to see the e-voting page of the e-voting service provider for casting their vote during the remote e-voting period. Additionally, there is link provided to access the system of all e-voting service providers, so that the user can visit the e-voting service providers’ (“ESPs”) website directly. 3) If the user is not registered for Easi / Easiest, option to register is available at www.cdslindia.com and click on login & ‘My Easi New (Token)’ Tab and then click on registration option. 4) Alternatively, the user can directly access the e-voting page by providing demat account number and PAN from an e-voting link available onwww.cdslindia.com- homepage. The system will authenticate the user by sending OTP on registered mobile & e-mail as recorded in the demat account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directlyaccess the system of all ESPs. |
| Individual Shareholders holding securities in demat mode with National Securities Depository Limited (“NSDL”) |
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. The user will have to enter its User ID and Password. After successful authentication, user will be able to see e-voting services. After clicking on “Access to e-Voting” under e-voting services, user will be able to see e-voting page. Click on company name or ESPs name and user will be re-directed to ESPs website for castingits vote duringthe remote e-voting period. |
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| 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3) Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. The user will have to enter his User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. After successful authentication, the user will be redirected to NSDL Depository site wherein user can see e-voting page. Click on company name or ESPs name and the user will be redirected to ESPs website for castingthe vote duringthe remote e-voting. |
|
|---|---|
| Individual Shareholders (holding securities in demat mode) login through their DPs |
The user can also login using the login credentials of its demat account through its DPs registered with NSDL / CDSL for e-voting facility. After successful login, user will be able to see e-voting option. Once the user clicks on e-voting option, they will be redirected to websites of NSDL / CDSL, upon successful authentication, wherein the user can see e- voting feature. Click on company name or ESPs name and the user will be redirected to ESPs website for castingtheir vote duringthe remote e-voting period. |
Important note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at abovementioned websites.
Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| **Login type ** | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode withCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 21 09911. |
| Individual Shareholders holding securities in demat mode withNSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022-4886 7000 and 022- 2499 7000. |
- - b) Access through CDSL e Voting system in case of shareholders holding shares in physical mode and non individual shareholders in demat mode:
-
i. Login method for e-voting for shareholders holding shares in physical mode and shareholders other than individual holding in demat form
-
1) The shareholder should log on to the e-voting website i.e. www.evotingindia.com.
-
2) Click on “Shareholders” module.
-
3) Now enter the User ID
-
a. For CDSL: 16 digits beneficiary ID,
-
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in physical mode should enter folio number registered with the Company.
-
-
4) Next enter the Image Verification as displayed and Click on Login.
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-
5) If shareholder is holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then the existing password is to be used.
-
6) If you are a first-time user follow the steps given below:
For shareholders holding shares in physical mode and other than individual shareholders holding shares in demat
| For shareholders holding shares in physical mode and other than individual shareholders holding shares in demat |
For shareholders holding shares in physical mode and other than individual shareholders holding shares in demat |
For shareholders holding shares in physical mode and other than individual shareholders holding shares in demat |
|---|---|---|
| PAN | Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as shareholders holding shares in physical mode) Shareholders who have not updated their PAN with the Company / DPs are requested to contact the Company / RTA to seek the sequence number and use the same instead of PAN. |
|
| Dividend Bank Details ORDate of Birth |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login. If both the details are not recorded with the depository or company, please enter the member id/folio number in the Dividend Bank Details field. |
-
ii. After entering these details appropriately, click on “SUBMIT” tab.
-
iii. Shareholders holding shares in physical mode will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
-
iv. For shareholders holding shares in physical mode, the details can be used only for e-voting on the resolution(s) contained in this Notice.
-
v. Click on the EVSN for the relevant on which the user chooses to vote.
-
vi. On the voting page, user will see “RESOLUTION DESCRIPTION” and against the same the option “YES / NO” for voting. Select the option YES or NO as desired. The option YES implies that user assent to the resolution and option NO implies that user dissent to the resolution.
-
vii. Click on the “RESOLUTIONS FILE LINK” if user wishes to view the entire resolution details.
-
viii. After selecting the resolution, user has decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If user wishes to confirm the vote, click on “OK”, else to change the vote, click on “CANCEL” and accordingly modify the vote.
-
ix. Once user “CONFIRM” the vote on the resolution, user will not be allowed to modify the vote.
-
x. User can also take a print of the votes cast by clicking on “Click here to print” option on the voting page.
-
xi. If a demat account holder has forgotten the login password, then enter the User ID and the image verification code and click on ‘Forgot Password’ & enter the details as prompted by the system.
There is also an optional provision to upload board resolution / power of attorney if any uploaded, which will be made available to scrutinizer for verification.
c) Additional Facility for Non – Individual Shareholders and Custodians – For Remote E-Voting Only
-
i. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
-
ii. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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-
iii. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
-
iv. The list of accounts linked in the login will be mapped automatically & can be delinked in case of any wrong mapping.
-
v. It is mandatory that a scanned copy of the board resolution and/or power of attorney which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
-
vi. Alternatively, Non Individual shareholders are required to send the relevant board resolution / authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at the e-mail address [email protected] and to the Company at the e-mail address [email protected], if they have voted from individual tab & not uploaded same in CDSL e-voting system for the scrutinizer to verify the same.
d) Instructions for remote e-voting, for those Members whose e-mail IDs are not registered with the Depositories or the Company
- i. In case of shareholders holding shares in physical mode and non-individual shareholders in demat mode
Members are requested to provide necessary details like folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company / RTA.
ii. In case of individual shareholders holding shares in demat mode :
Members are requested to refer to the login method explained at Note No. 11 (a) i.e. ‘Instructions for remote e-voting’ and may contact the Company at [email protected] in case of any queries.
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STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, READ WITH RULES FRAMED THEREUNDER AND OTHER APPLICABLE LAWS, SETTING OUT MATERIAL FACTS IN RESPECT OF SPECIAL BUSINESS(ES) PROPOSED IN THIS NOTICE (“EXPLANATORY STATEMENT”)
ITEM NO. 1 - Approval for formation of 360 ONE Employee Stock Option Scheme 2025 – Series 1 for the employees of the wholly owned subsidiary company(ies) of the Company:
Employee stock options (“Options”) have long been recognized as an effective instrument to align the interests of employees with those of the company and its shareholders, providing an opportunity to employees to share the growth of the company and to create long term wealth in the hands of the employees. It creates a sense of ownership between the company and its employees, paving way for a unified approach to the common objective of enhancing overall shareholders value.
For the purpose of acquisition of Batlivala & Karani Securities India Private Limited (“B&K Securities” : currently known as 360 ONE Capital Market Private Limited ) , the Company had executed a Share Purchase and Share Subscription Agreement (“SPSSA”) dated January 27, 2025. As intimated to the Stock Exchanges by the Company on January 27, 2025, in terms of SPSSA, the Company, subject to requisite corporate approvals, has agreed for grant of 28,33,000 Options at an exercise price of Re. 1/- per equity share to leadership team and key employees of B&K Securities. Pursuant to SPSSA, with effect from May 27, 2025, B&K Securities has become a wholly owned subsidiary of the Company. Accordingly, the Company now proposes to grant the above Options to the concerned employees as per the SPSSA.
The objectives of issuance of Options at an exercise price of Re. 1/- per equity share are as under:
-
Retention of leadership team and key employees: In an acquisition of a financial services company, where the business has been built over decades, it is critical to ensure continuity of employees post-acquisition. Grant of Options offers maximum value to the continuing employees as they become key stakeholders of the combined entity, fostering stability and sustained performance through the transition period. It allows the Company to realise the synergies faster and grow the business at an accelerated pace.
-
Longer vesting period to align with objective of employee retention : The Options will vest on or after 48 months and upto 108 months post the grant, a fairly long period.
-
Vesting linked with performance conditions : In addition to a longer vesting period, the vesting is also linked with performance conditions in relation to growth in revenues, profits, risk and compliance and successful building of investment banking business. Vesting under each tranche will be conditional upon fulfilment of criteria specific to such tranche including tenure, achievement of individual performance milestones and achievement of Company performance milestones.
It is therefore proposed to implement ‘ 360 ONE Employee Stock Option Scheme 2025 – Series 1’ (“360 ONE ESOS 2025 – Series 1” or “Scheme 1”) .
Accordingly, subject to approval of shareholders of the Company and in accordance with the relevant provisions of the Companies Act, 2013, read with the rules made thereunder as amended from time to time (“Act”) and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, read with all circulars and notifications issued thereunder (“SBEBSE Regulations”) and other applicable laws, the Board proposes to implement the Scheme 1. In accordance with the terms of this resolution and the Scheme 1, the Options would be granted in the manner as may be decided by the Board (hereinafter referred to as the “Board” , which term shall be deemed to include the Nomination and Remuneration Committee (“Committee”) constituted by the Board of Directors under Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Act, or any other committee authorized by the Board from time to time to exercise the powers conferred on the Board by this resolution and / or such other persons who may be authorized in this regard by the Board or the Committee) from time to time.
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Further, the disclosures in terms of the SBEBSE Regulations read with the relevant schedule thereunder and applicable provisions of the Act, in respect of the Scheme 1, are provided hereunder:
| S.N. | Particulars | Details |
|---|---|---|
| 1. | Brief description of the Scheme |
It is proposed to implement ‘360 ONE Employee Stock Option Scheme 2025 – Series 1’ (“Scheme 1”). Upon receipt of necessary approvals including from the shareholders of the Company, the Company proposes to grant Options to the leadership team and key employees of B&K Securities, wholly owned subsidiary of the Company pursuant to SPSSA. The equity shares of none of the wholly owned subsidiaries of the Company (including B&K Securities) are listed on any stock exchange. The total number of Options as may be granted pursuant to the Scheme 1 shall not exceed 28,33,000 (twenty eight lakh thirty three thousand) Options. Each Option when exercised would be converted into one equity share of the Company of face value of Re. 1/- only (Rupee One Only) each fully paid up in accordance with the terms and conditions of the Scheme 1. The Company shall ensure that the Scheme 1 and the issue of Options thereunder is in line with the SBEBSE Regulations and the Act. |
| 2. | Total number of Options to be offered and granted |
The total number of Options as may be granted pursuant to the Scheme 1, in one of more tranches, to the employees shall not exceed 28,33,000 (twenty eight lakh thirty three thousand) Options (as may be adjusted for changes in capital structure of the Company in accordance with the Scheme 1), which is around 0.70% of the paid-up capital of the Company as on the date of this Notice. It is further clarified that, including the new shares proposed to be issued under Scheme 1 and Scheme 2, the Company’s ESOP pool available for grant does not exceed 1.48% of the issued capital as on September 30, 2025. Each Option will entitle the holder thereof to get one equity share of the Company of face value of Re. 1/- only (Rupee One Only), each fully paid up in accordance with the terms and conditions of the Scheme 1. Under the Scheme 1, all Options which may be cancelled or lapsed for any reason, will be available for further grant by the Committee to any eligible employee(s), as it may deem fit. Under the Scheme 1, subject to compliance with the provisions of applicable laws, the Committee may grant such lapsed Option to existing or employees hired in the future for businesses of B&K Securities. In case of any corporate action(s) including but not limited to merger, demerger, sale of division, stock split, consolidation, rights issues, bonus issues and others, a fair and reasonable adjustment shall be made to the Options granted. Accordingly, if any additional equity shares are issued by the Company to the employees for making such fair and reasonable adjustment,the ceilingof total number of equityshares as maybe |
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| issued under the Scheme 1 and as stated above, shall be deemed to be increased to the extent of such additional equity shares issued. The Committee shall determine the nature, manner and the extent of the fair and reasonable adjustment(s) to be made as a consequence of any such corporate action. |
||
|---|---|---|
| 3. | Identification of classes of employees entitled to participate and be beneficiaries in the scheme |
In accordance with the provisions of the SBEBSE Regulations and the Scheme 1, the following class(es) of employees as designated by any present and / or future wholly owned subsidiary company(ies) of the Company, shall be entitled to participate and be beneficiaries under the Scheme 1: The present and / or future employees exclusively working with any present and / or future wholly owned subsidiary company(ies) of the Company, in India or outside India as permitted under applicable laws but excluding: (i) independent director and non-executive director who is not exclusively working as an employee with any present and / or future wholly owned subsidiary company(ies) of the Company, (ii) director or employee who is a promoter or a person belonging to the promoter group of the Company, (iii) director who, either himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company, and (iv) such other person(s) who may be restricted from receiving the grant of employee stock options under applicable laws from time to time (hereinafter referred to as “Employees”). Accordingly, upon receipt of necessary approvals including from the shareholders of the Company, the Company proposes to grant Options to the leadership team and key employees of B&K Securities. No members of the Committee shall be entitled to participate and be beneficiaries in the Scheme 1, as they are independent directors or non-executive directors, who are not exclusively working as an employee with any present and / or future wholly owned subsidiary company(ies) of the Company. |
| 4. | Requirements of vesting and period of vesting |
The 28,33,000 Op�ons proposed to be granted to leadership team and key employees of B&K Securities shall vest upon fulfilment of following conditions, so long as the Options grantees remain in continued employment with the wholly owned subsidiary companies of the Company (except in case of permanent incapacity or death of the employee), subject to the provisions of the Scheme 1 and shall vest as per the ves�ng condi�ons and ves�ng schedule staggered on or a�er 48 months and up to 108 months from the date of grant. Further the aforesaid vesting of Options shall also be subject to meeting defined performance ratings on identified key performance indicators. Set out below is the table outlining the weightages assigned to Company and individual performance parameters depending on the employees’ level in the organisation: |
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Exhibit 1
Company / individual performance criteria Senior Management / Others
Operating revenue 25-40%
Operating profit 25-40%
Respective individual / business performance 25-50%
The vesting of Options as evaluated by the Committee as per the Scheme 1 will be made
considering the below-mentioned combined level of achievement which will be
reflected through the rating (i.e. Company’s and individual’s performance).
The vesting of the Options shall be basis performance rating to be decided upon
achieving performance criteria mentioned in aforesaid Exhibit 1. A performance rating
of 3 and above (on a scale of 1 to 5 with 1 being lowest and 5 being highest), implying
meeting of targets / expectations will lead to vesting of Options.
Achievement against the pre-defined performance metrics for vesting will be evaluated
at the end of the most recent available quarter/ annual results prior to the vesting.
5. Maximum period Up to 108 months from the date of grant.
(subject to the
Regulation 18 of the
SBEBSE Regulations)
within which the
Options shall be
vested
6. Exercise price or The exercise price per share shall be Re. 1/- per equity share (which may be adjusted
pricing formula for changes in capital structure of the Company or any corporate action in accordance
with the Scheme 1).
7. Exercise period / offer The exercise period shall be the period after vesting of Options (and subject to any
period and process of additional restrictions on exercise) within which an employee may exercise the Options
exercise / acceptance vested in him in pursuance of the Scheme 1 and will be determined by the Committee
of Offer at the time of each grant, subject to compliance with all applicable laws and would not
exceed 108 months from the date of grant as per the terms of the Scheme 1.
In certain specified circumstances such as death, permanent incapacity, termination,
resignation etc., the Options will be exercisable by the employee and / or nominee of
the employee, in the manner prescribed in the Scheme 1.
The Options will lapse if not exercised within the specified exercise period.
8. The appraisal process The proposed grant of 28,33,000 Options to the leadership team and key employees of
for determining the B&K Securities was determined pursuant to the SPSSA dated January 27, 2025. Since
eligibility of the Company had acquired B&K Securities vide said SPSSA, the Company had agreed
employees for the on granting 28,33,000 Options to leadership team and key employees of B&K Securities
Scheme as a measure of retention strategy of the said key team members of B&K Securities,
subject to necessary approvals.
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----- Start of picture text -----
9. Maximum number of The Committee shall not grant Options equal to or exceeding 1% of the issued capital
options to be offered (excluding outstanding warrants and conversions) of the Company at the time of grant
and issued per of Options and in aggregate during any one year, to any identified employee under the
employee and in Scheme 1.
aggregate, if any
10. Maximum quantum of As stated in serial no. 9.
benefits to be
provided per No other benefits are contemplated other than as mentioned above.
employee under the
Scheme
11. Whether the Scheme The Scheme 1 will be implemented and administered directly by the Company.
is to be implemented
and administered
directly by the
company or through a
trust
12. Whether the Scheme The implementation of the Scheme 1 involves issue of new equity shares of the
involves new issue of Company as the Scheme 1 is being implemented and administered directly by the
shares by the Company.
company or
secondary acquisition
by the trust or both
13. The amount of loan to Not Applicable, as the Scheme 1 will be implemented and administered directly by the
be provided for Company.
implementation of the
Scheme by the
Company to the trust,
its tenure, utilization,
repayment terms, etc.
14. Maximum percentage Not Applicable, as the Scheme 1 will be implemented and administered directly by the
of secondary Company.
acquisition (subject to
limits specified under
the SBEBSE
Regulations) that can
be made by the trust
for the purposes of
the Scheme
15. A statement to the The Company shall conform to the accounting policies prescribed by applicable laws
effect that the from time to time including but not limited to all the applicable disclosure and
company shall accounting policies in respect of Options granted as required under SBEBSE
conform to the Regulations, guidelines and the guidance note issued by the Institute of Chartered
accounting policies Accountants of India.
specified in Regulation
15 of the SBEBSE
Regulations
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16. The method which the The Company shall use the fair value method for valuation of the Options. Fair valuation
company shall use to of the Options will be carried out using the Black-Scholes Option Pricing model. The fair
value its options value of the Options shall be the basis for accounting for the ESOP charge in the
Company’s profit and loss statement.
17. The following “In case the Company opts for expensing of share based employee benefits using the
statement, if intrinsic value, the difference between the employee compensation cost so computed
applicable and the employee compensation cost that shall have been recognized if it had used the
fair value, shall be disclosed in the Directors' Report and the impact of this difference on
profits and on earnings per share ("EPS") of the Company shall also be disclosed in the
Directors' Report.”
The above statement is not applicable.
18. Period of lock in There will be no lock-in period in respect of the equity shares, which may be issued and
allotted on exercise of the Options granted pursuant to the Scheme 1.
19. Terms & conditions Not Applicable.
for buyback, if any, of
specified securities
covered under SBEBSE
Regulations
20. Listing The equity shares to be issued and allotted pursuant to the exercise of the Options
under the Scheme 1 will be listed on BSE Limited and National Stock Exchange of India
Limited.
21. Other terms The Scheme 1 does not envisage secondary acquisition of equity shares of the
Company. The Company may vary, modify or alter the terms of the Scheme 1 and/or
Options in compliance with the SBEBSE Regulations. The Scheme 1 shall continue to be
in force until (i) its termination by the Committee, or (ii) the date on which all the
Options available for issuance under the Scheme 1 have been granted and exercised.
The benefits accrued and / or availed under the Scheme 1 including by virtue of Grant
and Vesting of Options shall be subject to the malus and clawback provisions as per the
Scheme 1, as may be communicated to the employees, or as per the revisions to the
employment contracts / terms, which include instances such as act of fraud,
embezzlement, dishonesty or any other willful misconduct which is reasonably
expected to cause an adverse effect on the Company or any of its businesses or its
reputation.
22. Other disclosures Every year, the Company shall disclose information pertaining to Options granted
during the year in the annual report.
The Company shall disclose in its subsequent annual reports, the details of Company’s
performance parameters, and achievement during the year, basis which the vesting of
the Options was allowed, count of employees covered, number of Options granted,
count of employees whose Options vested, number of Options due for vesting as per
the vesting schedule and number of Options vested as per vesting schedule on meeting
the vesting conditions.
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In terms of Section 62(1)(b) of the Act read with Regulation 6 of SBEBSE Regulations, Options can be offered to employees of a company subject to approval of the shareholders of the company to the scheme of employee stock options by passing of a special resolution.
Further pursuant to the provisions of the SBEBSE Regulations, a separate special resolution is required to be passed in case grant of Options is extended to the employees of the subsidiary companies of a company. Accordingly, a separate resolution under Item No. 1 is proposed to the shareholders of the Company for their approval by the Board under applicable laws.
The Board, at its meeting held on October 17, 2025, considered the formation of the Scheme 1 and approved seeking approval from the shareholders of the Company for the proposed Scheme 1 upon recommendation of the Committee and considering this item as unavoidable in terms of general circular(s) issued by Ministry of Corporate Affairs, the Board recommended the resolution set out in Item No. 1 of the Notice for approval by shareholders of the Company by way of special resolution.
A copy of the draft Scheme 1 is available for inspection to shareholders upon their request in the manner as specified in Note No. 6 of this Notice.
None of the Directors, and Key Managerial Personnel of the Company, and any relatives of such Directors, Key Managerial Personnel are in any way concerned or interested in this resolution except to the extent of equity shares held by them in the Company or the Options as may be granted under the Scheme 1.
The Board recommends the special resolution set out in Item No. 1 of the Notice for approval of the Members of the Company.
ITEM NO. 2 & 3 – Approval for formation of 360 ONE Employee Stock Option Scheme 2025 – Series 2 for the employees of the Company and wholly owned subsidiary company(ies) of the Company:
Employee stock options (“Options”) have long been recognized as an effective instrument to align the interests of employees with those of the company and its shareholders, providing an opportunity to employees to share the growth of the company and to create long term wealth in the hands of the employees. It creates a sense of ownership between the company and its employees, paving way for a unified approach to the common objective of enhancing overall shareholders value.
Process of grant of Options as a part of annual performance review: The Company has a well-defined process of performance review with quantifiable parameters. At the beginning of every financial year Individual Key Performance Indicators ( “KPIs” ) are set in line for every individual employee, including senior employees, in the Company. These KPIs are set for the specific financial year in line with the broad business measures that are defined for the entire organization, in consultation with the Board. Upon conclusion of the financial year, basis the performance evaluation, the variable pay is determined at each individual employee level including senior management within the overall Company staff budgets approved by the Board for the said financial year as part of overall budgets. The said variable pay pool at an organization level and for senior management at individual level is further approved by the Board including the structure of such payouts. Further the variable pay is a payout for the past financial year performance and is part of market benchmarked total compensation delivery design and accordingly the Options are granted at face value to ensure fairness to the employee.
Board Approval: As intimated to the Stock Exchanges by the Company on October 17, 2025, as a part of the Outcome of
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the meeting of the Board of Directors held on the same day, it is proposed to grant 9,00,000 Options at an exercise price of Re. 1/- per option with a vesting schedule not exceeding 108 months to cover 100% of eligible employees as a part of annual performance review for previous financial year i.e. FY 2024-25. This is in line with the defined performance management policy of the Company with the grant of Options based on individual employee performance in the previous financial year. The proposed grant recognizes the employees’ strong performance and is a part of the total delivered annual compensation benchmarked to the industry.
It is therefore proposed to implement ‘ 360 ONE Employee Stock Option Scheme 2025 – Series 2 ’ (“360 ONE ESOS 2025 – Series 2” or “Scheme 2”) .
Accordingly, subject to approval of shareholders of the Company and in accordance with the relevant provisions of the Companies Act, 2013, read with the rules made thereunder as amended from time to time (“Act”) and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, read with all circulars and notifications issued thereunder (“SBEBSE Regulations”) and other applicable laws, the Board proposes to implement the Scheme 2. In accordance with the terms of these resolutions and the Scheme 2, the Options would be granted in the manner as may be decided by the Board (hereinafter referred to as the “Board” , which term shall be deemed to include the Nomination and Remuneration Committee (“Committee”) constituted by the Board of Directors under Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Act, or any other committee authorized by the Board from time to time to exercise the powers conferred on the Board by these resolutions and / or such other persons who may be authorized in this regard by the Board or the Committee) from time to time.
Further, the disclosures in terms of the SBEBSE Regulations read with the relevant schedule thereunder and applicable provisions of the Act, in respect of the Scheme 2, are provided hereunder:
| S.N. | Particulars | Details |
|---|---|---|
| 1. | Brief description of the Scheme |
It is proposed to implement ‘360 ONE Employee Stock Option Scheme 2025 – Series 2’(“Scheme 2”). Upon receipt of necessary approvals including from the shareholders of the Company, the Company proposes to grant Options to the employees of the Company and its present and / or future wholly owned subsidiary company(ies), from time to time. The equity shares of none of the wholly owned subsidiaries of the Company are listed on any stock exchange. The total number of Options as may be granted pursuant to the Scheme 2 shall not exceed 9,00,000 (nine lakh) Options. Each Option when exercised would be converted into one equity share of the Company of face value of Re. 1/- only (Rupee One Only) each fully paid up in accordance with the terms and conditions of the Scheme 2. The Company shall ensure that the Scheme 2 and the issue of Options thereunder is in line with the SBEBSE Regulations and the Act. |
| 2. | Total number of Options to be offered and granted |
The total number of Options as may be granted pursuant to the Scheme 2, in one of more tranches, to the employees shall not exceed 9,00,000 (nine lakh) Options (as may be adjusted for changes in capital structure of the Company in accordance with the Scheme 2), which is around 0.22% of the paid-up capital of the Company as on the date of this Notice. |
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| It is further clarified that, including the new shares proposed to be issued under Scheme 1 and Scheme 2, the Company’s ESOP pool available for grant does not exceed 1.48% of the issued capital as on September 30, 2025. Each Option will entitle the holder thereof to get one equity share of the Company of face value of Re. 1/- only (Rupee One Only), each fully paid up in accordance with the terms and conditions of the Scheme 2. Under the Scheme 2, all Options which may be cancelled or lapsed for any reason, will be available for further grant by the Committee to any eligible employee(s), as it may deem fit. The terms relating to the Exercise Price, Exercise Period, Vesting, etc. in respect of such cancelled or lapsed Options to be further granted, as aforesaid, will be determined by the Committee at the time of grant as it may deem fit, subject to compliance with all applicable laws. All such re-grants will be based on performance conditions relevant to respective KPIs and will have a vesting period not exceeding 108 months from the date of grant. In case of any corporate action(s) including but not limited to merger, demerger, sale of division, stock split, consolidation, rights issues, bonus issues and others, a fair and reasonable adjustment shall be made to the Options granted. Accordingly, if any additional equity shares are issued by the Company to the employees for making such fair and reasonable adjustment, the ceiling of total number of equity shares as may be issued under the Scheme 2 and as stated above, shall be deemed to be increased to the extent of such additional equity shares issued. The Committee shall determine the nature, manner and the extent of the fair and reasonable adjustment(s) to be made as a consequence of any such corporate action. |
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|---|---|---|
| 3. | Identification of classes of employees entitled to participate and be beneficiaries in the scheme |
In accordance with the provisions of the SBEBSE Regulations and the Scheme 2, the following class(es) of employees as designated by the Company and/or any present and / or future wholly owned subsidiary company(ies) of the Company, shall be entitled to participate and be beneficiaries under the Scheme 2: The present and / or future employees exclusively working with the Company or any present and / or future wholly owned subsidiary company(ies) of the Company, in India or outside India as permitted under applicable laws but excluding: (a) independent director and non-executive director who is not exclusively working as an employee with the Company or any present and / or future wholly owned subsidiary company(ies) of the Company, (b) director or employee who is a promoter or a person belonging to the promoter group of the Company, (c) director who, either himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company, and (d) such other person(s) who may be restricted from receiving the grant of employee stock options under applicable laws from time to time (hereinafter referred to as“Employees”). Accordingly, upon receipt of necessary approvals including from the shareholders of the Company,the Company proposes togrant Options to the employees of the |
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| Company and its wholly owned subsidiary companies pursuant to the annual performance review for previous financial year i.e. FY 2024-25. No members of the Committee shall be entitled to participate and be beneficiaries in the Scheme 2, as they are independent directors or non-executive directors, who are not exclusively working as an employee with any present and / or future wholly owned subsidiary company(ies) of the Company. |
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|---|---|---|---|
| 4. | Requirements of vesting and period of vesting |
As per the Scheme 2, except in case of permanent incapacity or death of the employees, the Options shall vest not earlier than 12 months and not later than 108 months from the date of grant thereof as per the applicable vesting conditions. Vesting of Options would be in one or more tranches. Vesting under each tranche will be conditional upon fulfilment of criteria specific to such tranche including tenure, achievement of individual performance milestones and achievement of Company performance milestones. Additionally, the Options proposed to be granted to employees shall be basis the conditions as explained in serial no. 8 i.e. pursuant to annual performance review for previous financial year i.e. FY 2024-25. Accordingly, these 9,00,000 options shall vest so long as the employees remain in continued employment of the Company and / or its wholly owned subsidiary companies and will carry following vesting schedule: At the end of 12 months from the date of grant - 50% of granted Options; Between 12 and upto 108 months from the date of grant - 50% of granted Options. Further the aforesaid vesting of Options shall also be subject to meeting defined performance ratings on identified key performance indicators. Set out below is the table outlining the weightages assigned to Company and individual performance parameters depending on the employees’ level in the organisation: Exhibit 1 Company / individualperformance criteria Senior Management/ Others Operatingrevenue 25-40% Operating profit 25-40% Respective individual/businessperformance 25-50% The vesting of Options as evaluated by the Committee as per the Scheme 2, will be made considering the below-mentioned combined level of achievement which will be reflected through the rating (i.e. Company’s and individual’s performance). The vesting of the Options shall be basis performance rating to be decided upon achieving performance criteria mentioned in aforesaid Exhibit 1. A performance rating of 3 and above (on a scale of 1 to 5 with 1 being lowest and 5 being highest), implying meeting of targets / expectations will lead to vesting of Options. Achievement against the pre-defined performance metrics for vesting will be evaluated at the end of the most recent available quarter/ annual results prior to the vesting. |
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| 5. | Maximum period (subject to the Regulation 18 of the SBEBSE Regulations) within which the Options shall be vested |
Up to 108 months from the date of grant. | |
|---|---|---|---|
| 6. | Exercise price or pricing formula |
The exercise price per share shall be Re. 1/- per equity share (which may be adjusted for changes in capital structure of the Company or any corporate action in accordance with the Scheme 2). |
|
| 7. | Exercise period / offer period and process of exercise / acceptance of Offer |
The exercise period shall be the period after vesting of Options (and subject to any additional restrictions on exercise) within which an employee may exercise the Options vested in him in pursuance of the Scheme 2 and will be determined by the Committee at the time of each grant, subject to compliance with all applicable laws and would not exceed 108 months from the date of grant as per the terms of the Scheme 2. In certain specified circumstances such as death, permanent incapacity, termination, resignation etc., the Options will be exercisable by the employee and / or nominee of the employee, in the manner prescribed in the Scheme 2. The Options will lapse if not exercised within the specified exercise period. |
|
| 8. | The appraisal process for determining the eligibility of employees for the Scheme |
The appraisal process for determining the eligibility of employees for the Scheme 2 The specific employees to whom the Options would be granted, the appraisal process and the eligibility criteria (including performance, present and potential contribution to the performance and growth of the Company, retention and length of service of the employee) would be determined by the Committee. The Committee has approved the overall performance linked incentive basis the assessment of employee performance measured against pre-defined performance parameters for previous financial year i.e. FY 2024-25, as mentioned below: These key performance metrics(“KPIs”)were a combination of revenues, new flows, profitability, regulatory compliances and certain business specific strategic initiatives across business lines, depending on the nuances of each business vertical. The senior management KPI’s comprised of: i) Shareholder value enhancement, ii) Revenue parameters – growth in recurring revenues, net flows, iii) Profitability parameters, including Return on Equity, Operating Profit Before Tax, Profit After Tax. iv) Risk and regulatory compliance. The above parameters would carry different weightages for different business verticals / functions depending on the respective key focus areas. |
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| In addition, the wealth management vertical would have certain focused KPI’s around the following: a) New client acquisitions, b) New market expansion c) Client experience Further, the asset management vertical would have focused KPI’s around the fund performance. Individual Performance:The above KPIs at Senior Management level subsequently gets divided into individual KPIs for the entire team basis individual employee’s roles & responsibilities. During the annual appraisal process, employees including the senior management got evaluated on their performance against these KPIs with a specific performance rating. The allocation of Options to the employees was derived basis the performance rating linked payout method and was subsequently approved by the Committee subject to necessary approvals. Set out below is the table outlining broad weightages to KPIs (as represented above) at various levels: Exhibit 1 Company / individualperformance criteria Senior Management/ Others Operatingrevenue 25-40% Operating profit 25-40% Respective individual/businessperformance 25-50% The grant of the Options shall be basis performance rating decided upon achieving performance criteria mentioned in aforesaid Exhibit 1. A performance rating of 3 and above (on a scale of 1 to 5 with 1 being lowest and 5 being highest), implied meeting of targets / expectations leading to grant of Options. The indicative distribution of the total option pool between various levels in the organization is set out in table below. Type of Employee % of total optionpool Senior Management 20% Others 80% |
In addition, the wealth management vertical would have certain focused KPI’s around the following: a) New client acquisitions, b) New market expansion c) Client experience Further, the asset management vertical would have focused KPI’s around the fund performance. Individual Performance:The above KPIs at Senior Management level subsequently gets divided into individual KPIs for the entire team basis individual employee’s roles & responsibilities. During the annual appraisal process, employees including the senior management got evaluated on their performance against these KPIs with a specific performance rating. The allocation of Options to the employees was derived basis the performance rating linked payout method and was subsequently approved by the Committee subject to necessary approvals. Set out below is the table outlining broad weightages to KPIs (as represented above) at various levels: Exhibit 1 Company / individualperformance criteria Senior Management/ Others Operatingrevenue 25-40% Operating profit 25-40% Respective individual/businessperformance 25-50% The grant of the Options shall be basis performance rating decided upon achieving performance criteria mentioned in aforesaid Exhibit 1. A performance rating of 3 and above (on a scale of 1 to 5 with 1 being lowest and 5 being highest), implied meeting of targets / expectations leading to grant of Options. The indicative distribution of the total option pool between various levels in the organization is set out in table below. Type of Employee % of total optionpool Senior Management 20% Others 80% |
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|---|---|---|---|---|
| Type of Employee | % of total optionpool | |||
| Senior Management | 20% | |||
| Others | 80% | |||
| 9. | Maximum number of options to be offered and issued per employee and in aggregate, if any |
The Committee shall not grant Options equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant of Options and in aggregate during any one year, to any identified employee under the Scheme 2. |
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| 10. | Maximum quantum of benefits to be provided per employee under the Scheme |
As stated in serial no. 9. No other benefits are contemplated other than as mentioned above. |
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11. Whether the Scheme is The Scheme 2 will be implemented and administered directly by the Company.
to be implemented and
administered directly by
the company or through
a trust
12. Whether the Scheme The implementation of the Scheme 2 involves issue of new equity shares of the
involves new issue of Company as the Scheme 2 is being implemented and administered directly by the
shares by the company Company.
or secondary acquisition
by the trust or both
13. The amount of loan to Not Applicable, as the Scheme 2 will be implemented and administered directly by
be provided for the Company.
implementation of the
Scheme by the
Company to the trust, its
tenure, utilization,
repayment terms, etc.
14. Maximum percentage Not Applicable, as the Scheme 2 will be implemented and administered directly by
of secondary acquisition the Company.
(subject to limits
specified under the
SBEBSE Regulations)
that can be made by the
trust for the purposes of
the Scheme
15. A statement to the The Company shall conform to the accounting policies prescribed by applicable laws
effect that the company from time to time including but not limited to all the applicable disclosure and
shall conform to the accounting policies in respect of Options granted as required under SBEBSE
accounting policies Regulations, guidelines and the guidance note issued by the Institute of Chartered
specified in Regulation Accountants of India.
15 of the SBEBSE
Regulations
16. The method which the The Company shall use the fair value method for valuation of the Options. Fair
company shall use to valuation of the Options will be carried out using the Black-Scholes Option Pricing
value its options model. The fair value of the Options shall be the basis for accounting for the ESOP
charge in the Company’s profit and loss statement.
17. The following “In case the Company opts for expensing of share based employee benefits using the
statement, if applicable intrinsic value, the difference between the employee compensation cost so computed
and the employee compensation cost that shall have been recognized if it had used
the fair value, shall be disclosed in the Directors' Report and the impact of this
difference on profits and on earnings per share ("EPS") of the Company shall also be
disclosed in the Directors' Report.”
The above statement is not applicable.
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| 18. | Period of lock in | There will be no lock-in period in respect of the equity shares, which may be issued and allotted on exercise of the Options granted pursuant to the Scheme 2. |
|---|---|---|
| 19. | Terms & conditions for buyback, if any, of specified securities covered under SBEBSE Regulations |
Not Applicable. |
| 20. | Listing | The equity shares to be issued and allotted pursuant to the exercise of the Options under the Scheme 2 will be listed on BSE Limited and National Stock Exchange of India Limited. |
| 21. | Other terms | The Scheme 2 does not envisage secondary acquisition of equity shares of the Company. The Company may vary, modify or alter the terms of the Scheme 2 and/or Options in compliance with the SBEBSE Regulations. The Scheme 2 shall continue to be in force until (i) its termination by the Committee, or (ii) the date on which all the Options available for issuance under the Scheme 2 have been granted and exercised. The benefits accrued and / or availed under the Scheme 2 including by virtue of Grant and Vesting of Options shall be subject to the malus and clawback provisions as per the Scheme 2, as may be communicated to the employees, or as per the revisions to the employment contracts / terms, which include instances such as act of fraud, embezzlement, dishonesty or any other willful misconduct which is reasonably expected to cause an adverse effect on the Company or any of its businesses or its reputation. |
| 22. | Other disclosures | Every year, the Company shall disclose information pertaining to Options granted during the year in the annual report. The Company shall disclose in its subsequent annual reports, the details of Company’s performance parameters, and achievement during the year, basis which the vesting of the Options was allowed, count of employees covered, number of Options granted, count of employees whose Options vested, number of Options due for vesting as per the vesting schedule and number of Options vested as per vesting schedule on meeting the vesting conditions. |
In terms of Section 62(1)(b) of the Act read with Regulation 6 of SBEBSE Regulations, Options can be offered to employees of a company subject to approval of the shareholders of the company to the scheme of employee stock options by passing of a special resolution.
Further pursuant to the provisions of the SBEBSE Regulations, a separate special resolution is required to be passed in case grant of Options is extended to the employees of the subsidiary companies of a company. Accordingly, a separate resolution under Item No. 3 is proposed to the shareholders of the Company for their approval by the Board under applicable laws.
The Board, at its meeting held on October 17, 2025, considered the formation of the Scheme 2 and approved seeking approval from the shareholders of the Company for the proposed Scheme 2 upon recommendation of the Committee
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and considering these items as unavoidable in terms of general circular(s) issued by Ministry of Corporate Affairs, the Board recommended the resolutions set out in Item Nos. 2 and 3 of the Notice for approval by shareholders of the Company by way of special resolutions.
A copy of the draft Scheme 2 is available for inspection to shareholders upon their request in the manner as specified in Note No. 6 of this Notice.
None of the Directors, and Key Managerial Personnel of the Company, and any relatives of such Directors, Key Managerial Personnel are in any way concerned or interested in these resolutions except to the extent of equity shares held by them in the Company or the Options as may be granted under the Scheme 2.
The Board recommends the special resolutions set out in Item Nos. 2 and 3 of the Notice for approval of the Members of the Company.
Registered Office: By order of the Board of Directors 360 ONE Centre, Kamala City, Senapati Bapat Marg, For 360 ONE WAM LIMITED Lower Parel, Mumbai - 400 013 Tel: (+91-22) 4876 5600, Fax: (+91-22) 4341 1895 E-mail: [email protected] Website: www.360.one Rohit Bhase Date: October 29, 2025 Company Secretary Place: Mumbai ACS – 21409
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ANNEXURE A TO THE NOTICE
Key details regarding the Postal Ballot
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----- Start of picture text -----
S. N. Particulars Details
1 E-mail ID for posting queries [email protected]
2 Link for remote e-voting www.evotingindia.com
3 Helpline number for remote In case of queries / grievances relating to remote e-voting, Members may refer
e-voting to the Frequently Asked Questions (“FAQs”) and e-voting manual for members
at the HELP Section at the website of CDSL i.e. www.evotingindia.com or write
an e-mail to helpdesk.evo�[email protected] or call on toll free no: 1800 21
09911 or contact Mr. Rakesh Dalvi, Assistant Vice President, CDSL at A Wing,
25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg,
Lower Parel (East), Mumbai – 400 013 or e-mail to the Company at
[email protected] or call on (+91-22) 4876 5600 or contact Mr. Rohit Bhase,
Company Secretary, at 360 ONE Centre, Kamala City, Senapa� Bapat Marg,
Lower Parel, Mumbai - 400013.
4 Cut-off date for dispatch of Friday, October 17, 2025
the Notice
5 Cut-off date for determining Friday, October 17, 2025
eligibility of the Members for
remote e-voting
6 Remote e-voting period Commences from 9:00 a.m. (IST) on Friday, October 31, 2025
Ends on 5:00 p.m. (IST) on Saturday, November 29, 2025
7 Declaration and On or before Monday, December 1, 2025
announcement of results of
remote e-voting
8 Registrar and Share Transfer MUFG Intime India Private Limited
Agent – Contact details (Formerly known as Link Intime India Private Limited)
C 101, 247 Park, L. B. S. Marg, Vikhroli West, Mumbai – 400 083
To raise an email query following is the link and E-mail ID:
Link - https://swayam.in.mpms.mufg.com/
Email id - [email protected]
9 360 ONE WAM LIMITED – Mr. Rohit Bhase
Contact details Company Secretary
360 ONE Centre, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai –
400013
Tel: (+91-22) 4876 5600, Fax: (+91-22) 4341 1895
E-mail: [email protected]
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