(a) Security :

Working Capital Demand Loan (WCDL) and revolving credit facilities are secured by way of first pari-passu charge on receivable & Bank overdraft are secured against fixed deposits pledge with the banks. Refer note 34 for details of asset pledged.

(b) Tenor of repayment :

WCDL and revolving credit facilities varies from 7 days to 365 days and bank overdraft upto validity of facility.

(c) Interest Rate :

Interest rate is ranging from 8.30% to 10.25%.

c. Terms/Rights attached to Equity Shares

The company has only one class of shares referred to as equity shares having a par value of ? 2/- each. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees.

In the event of liquidation of Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by shareholders.

e. Other details of equity shares for a period of five years immediately preceding March 31,2024

(i) In FY 2019-20, fresh 319,234,462 equity shares of ? 2/- each allotted through composite Scheme of Arrangement as approved by NCLT, Mumbai.

(ii) In FY 2020-21, 17,000,394 equity shares bought back for an aggregate amount of ? 866.82 million. Consequently the paid-up equity share capital had reduced by ? 34.00 million.

f. Shares reserved for issue under options and contracts/commitments for sale of shares/disinvestments, including the terms and amount, Refer Note 33 for details of shares reserved for issue under Employees Stock Option Plan of the Company.

Footnotes: Nature and purpose reserves

i) Capital reserves : Capital reserve was created due to slump sale transaction and as per the Composite Scheme of Arrangement.

ii) Capital Redemption Reserve: Nominal value of the shares cancelled through buyback is transferred to Capital Redemption Reserve.

iii) Securities premium : Securities premium represents the surplus of proceeds received over the face value of shares, at the time of issue of shares.

iv) General Reserve: This reserve can be distributed/utilised by the Company, in accordance with the Companies Act, 2013.

v) Retained earnings : The balance in retained earnings primarily represents the net profit after payment of dividend and transfer to reserves.

vi) Share options outstanding account : This reserve is created on account of ESOP granted by the Company.

(a) The estimate of future salary increase, considered in the actuarial valuation, takes into account inflation, seniority, promotion, increments and other relevant factors.

(b) The Expected Rate of Return on Plan Assets is determined considering several applicable factors, mainly the composition of Plan Assets held assessed risks, historical results of return on Plan Assets and the Company’s policy for Plan Assets Management.

(viii) Sensitivity Analysis

Significant Actuarial Assumptions for the determination of the defined benefit obligation are discount trade ,expected salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occurring at end of the reporting year , while holding all other assumptions constant. The result of Sensitivity analysis is given below:

These plans typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.

Interest risk :- A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk :- The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk :- The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

1) Amount paid under protest with respect to income tax demand ? 54.08 million (As at March 31,2023 ? 52.54 million)

2) Amount paid under protest with respect to service tax & GST demand ' 11.81 million (As at March 31,2023 ' 11.69 million).

3) Bank Guarantees given as collateral to various stock exchanges against fixed deposits of ' 6,311.60 million (Previous year ' 8,200.00 million).

4) SEBI vide its order dated June 19, 2023 prohibited the company from onboarding new clients for a period of two years in respect of its business as a stock broker consequent to certain findings of SEBI inspections with respect to segregation of client funds and own funds for different periods from April 2011 to 2017. Securities Appellate Tribunal (SAT). vide its order dated December 07, 2023 has set aside the aforesaid order. SEBI has preferred appeal before the Hon’ble Supreme Court and the same is pending.

NOTE 32 : CORPORATE SOCIAL RESPONSIBILITY

During the period ended March 31,2024 the Company has spent ? 54.22 million (Previous year ? 51.92 million including earlier

year shortfall) out of the total amount of ? 54.08 million (Previous year ? 42.59 million) required to be spent as per section 135 of

the Companies Act 2013 in respect of Corporate Social Responsibility [CSR].

The Company undertakes the following activities in the nature of Corporate social responsibility (CSR):

a) Promoting education among children and women, especially of girls from marginalised and vulnerable communities along with promoting digital learning initiatives and strengthening government schools

b) Promoting employment enhancing vocational skills, especially among youths, through livelihood enhancement projects in aspirational districts and encouraging entrepreneurship

c) Promoting healthcare, including preventive health and sanitation,

d) Promoting gender equality, empowering women and taking measures to reduce inequalities faced by socially and economically backward groups

e) Maintenance of green spaces to promote physical and mental wellbeing of the community

For a detailed report, please refer to annexure -1 “Corporate Social Responsibility (CSR)” in the Director report.

Fair Value Methodology:

The fair value of the shares are measured using Black scholes formula. Measurement inputs include share price on measurement date, exercise date of the instrument, exercise price, expected life, risk free interest rate, dividend yield, expected volatility .

Stock Price: The average of weekly high & low of volume weighted average price (VWAP) of shares during the two week preceeding the date of grant.

Volatility: The daily volatility of the stock prices on NSE, over a period prior to the date of grant, corresponding with the expected life of the Options has been considered to calculate the fair value.

Risk-free rate of return: The risk-free rate being considered for the calculation is the India Government Bond Generic Bid Yield with a maturity about equal to the expected life of the options.

Exercise Price: Price of each specific grant has been considered.

Time to Maturity: Time to Maturity / Expected Life of Options is the period for which the Company expects the Options to be live. The minimum life of a stock option is the minimum period before which the Options cannot be exercised and the maximum life is the period after which the Options cannot be exercised.

Expected dividend yield: Expected dividend yield has been calculated as an average of dividend yields for the three financial years preceding the date of the grant. The dividend yield for the year is derived by dividing the dividend per share by the average price per share of the respective period.

NOTE 35 : FINANCIAL RISK MANAGEMENT

Financial risk management objectives and policies

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s risk management policy is approved by the board committee.

The company has adopted the ‘three lines-of-defence’ (3 LOD) model wherein management control at the business entity level is the first line of defence in risk management. Various risk control and compliance oversight functions, established by the management are the second line of defence. Finally, the third line comprises the internal audit/ assurance function. All three lines play a distinct role within Company wider governance framework.

The Company is exposed to market risk, credit risk, liquidity risk etc. The Company senior management oversees the management of these risks. The Company senior management is overseen by the audit committee with respect to risks and facilitates appropriate financial risk governance framework for the Company. Financial risks are identified, measured and managed in accordance with the Company policies and risk objectives. The Board of Directors reviews and agrees policies for managing key risks, which are summarised below.

35 A.1. CREDIT RISK

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, investments, derivative financial instruments, other balances with banks, loans and other receivables and other financial asset.

Credit quality analysis

The following tables sets out information about the credit quality of financial assets measured at amortised cost, FVOCI debt investments. Unless specifically indicated, for financial assets, the amounts in the table represent gross carrying amounts.

35 A.2. COLLATERAL HELD

The Company holds collateral of securities and other credit enhancements against its credit exposures.

35 A.3. MEASUREMENT OF EXPECTED CREDIT LOSS 35 B. LIQUIDITY RISK

Liquidity risk arises from the Company’s inability to meet its cash flow commitments on time. Prudent liquidity risk management implies maintaining sufficient stock of cash and marketable securities and maintaining availability of standby funding through an adequate line up of committed credit facilities. It uses a range of products mix to ensure efficient funding from across well-diversified markets and investor pools. Treasury monitors rolling forecasts of the company’s cash flow position and ensures that the company is able to meet its financial obligation at all times including contingencies.

The table below analyse the company financial liability into relevant maturity companying based on their contractual maturity. The amount disclosed in the table are the contractual undiscounted cash flows. Balance due within 1 year equals their carrying balances as the impact of discounting is not significant.

The Company manages market risk through a treasury department, which evaluate and exercises control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by senior management and the Audit/ Investment committee. The activities of this department include management of cash resources, borrowing strategies, and ensuring compliance with market risk limit and policies.

35 C.1. INTEREST RATE RISK

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate change does not affects significantly short term borrowing and current investment therefore the Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s Non current investment.

Company business is volatile and hence borrowings are done bases on requirement, generally borrowings are done for short term and are on market based interest rate.

Sensitivity :

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments.

The effect of upward movement of 5% in the exchange rate reduce the profit/reserve by ? 5.44 million (increase in profit/reserve ? 0.42 million for previous year) and downward movement of 5% will increase profit/reserve by ? 5.44 million (reduce in profit/ reserve ? 0.42 million for previous year) for FY 2023-24.

35 C.3. EXPOSURE TO PRICE RISK

The Company exposure to price risk arising from investment held by the company and is classified in the balance sheet through fair value through profit & loss account. Company has majorly invested in Debt Fund and Alternate Investment Funds under various scheme and its exposure.

Sensitivity

The effect of upward movement of 5% in the price affects the projected net income by ? 60.45 million (? 29.87 million for previous year)and for forward downward movement of 5% the projected net loss will be ? 60.45 million (? 29.87 million for previous year) for FY 2023-24.

35 D. CAPITAL MANAGEMENT

The company’s objective when managing capital are to

- Safeguard their ability to continue as going concern, so that they can continue to provide returns for the share holders and benefits for other stake holders, and

- Maintain an optimal capital structure to reduce the cost of capital.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using debt equity ratio.

35 E. FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the measurements.

- Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.

- Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.

- Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs that are not observable and the unobservable inputs have a significant effect on the instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

Subjective estimate - The valuation of level 3 financial instruments held at fair value through profit or loss or through other comprehensive income may be misstated due to the application of valuation techniques which often involve the exercise of judgement and the use of assumptions and estimates. A subjective estimate exists for instruments where the valuation method uses significant unobservable inputs which is principally the case for level 3 financial instruments. The estimate measurement of fair value is more judgemental in respect of Level 3 assets, these are valued based on models that use a significant degree of non-market-based unobservable inputs.

Observable prices or model inputs are usually available in the market for listed debt and equity securities. The availability of observable market prices and model inputs reduces the need for management judgement and estimation and also reduces the uncertainty associated with determining fair values.

The following table analyses financial instruments measured at fair value at the reporting date, by the level in the fair value hierarchy into which the fair value measurement is categorised.

Below are the methodologies and assumptions used to determine fair values for the above financial instruments which are not recorded and measured at fair value in the Company’s financial statements. These fair values were calculated for disclosure purposes only.

Short-term financial assets and liabilities

For financial assets and financial liabilities that have a short-term nature, the carrying amounts, which are net of impairment, are a reasonable approximation of their fair value. Such instruments include: cash and bank balances, trade receivables, other receivables, balances other than cash and cash equivalents and trade payables.

35 E. 5. MEASUREMENT OF FAIR VALUE

The fair values of Investments in Equity share and Bonds is based on last traded price and Alternate Investment Fund, Mutual Funds is based on the net asset value (NAV) as stated by the issuers of these alternate asset funds in the published statements as at the Balance Sheet date. NAV represents the price at which the issuer will issue further units of alternate asset fund and the price at which issuers will redeem such units from the investors.

i) Amount is less than ? 0.01 Million, hence shown ? 0.00 Million, wherever applicable.

ii) As the future liability for retirement and other employee benefits is provided on an actuarial basis for the Company as a whole, the amount pertaining to directors and key managerial personnel is not included above.

iii) 360 ONE Wam Limited (Formerly known as IIFL Wealth Management Limited) has provided a letter of undertaking-cum-indemnity to the Company towards a civil suit pending against IIFL Wealth (UK)Ltd., a wholly owned subsidiary of the Company, inter-alia, to defend the said suit and indemnify the Company and its directors against claims, if any, arising from the same.

NOTE 37 : DISCLOSURE AS PER IND AS -108 “SEGMENT REPORTING”

The Company’s business is to provide capital market services in primary & secondary market. All other activities of the Company are ancillary to the main business. As such, there are no reportable segments that need to be reported separately as defined in Ind AS 108, Operating Segments.

NOTE 39 : DISCLOSURE OF FINANCIAL RATIOS

Additional regulatory information required under (WB)(xvi) of Division III of Schedule III amendment, disclosure of rations, is not

applicable to the Company as it is in broking business and not an NBFC registered under Section 45-IA of Reserve Bank of

India Act, 1934.

NOTE 40 : OTHER DISCLOSURE UNDER SCHEDULE - III

1) No funds have been advanced or loaned or invested by the company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

2) No funds have been received by the company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

3) The Company does not have any long-term contracts including derivative contracts for which there are any material forseeable losses.

4) There were no amounts which were required to be transferred to the Investor Education and Protection by the Company.

5) No proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988).

6) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.

7) During the year, the company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

8) There are no transactions which have not been recorded in the books of accounts and which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

9) The quarterly returns / statements of current assets filed by the Company,with banks from whom borrowings have been availed on the the basis of security of current assets,are in agreement with the books of account.

10) There are no charges or satisfaction yet to be registered with the registrar of companies beyond the statutory period.

11) The company does not have layers beyond the number prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

12) The company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.