360 ONE WAM's record over the nine years through FY26 shows a company whose reported profits have not been accompanied by operating cash, a series of unresolved tax and regulatory actions, and a balance sheet where debt and goodwill have grown sharply through acquisitions. The cleanest part of the record is the auditor transition, which followed the two-term limit with overwhelming shareholder approval.
Key findings
- Reported profits are not backed by operating cash flow
Major- Cumulative operating cash flow was ₹-5,076 crore over the nine years through FY26 against cumulative profit of ₹5,596 crore. FY26 operating cash flow was ₹-2,921 crore against profit of ₹1,216 crore, following ₹-2,462 crore against ₹1,015 crore in FY25. The company has continued paying dividends of 50-75% of consolidated profit, funded by balance-sheet resources rather than operations. - Regulator actions escalated from exchange penalties to an income-tax search and a ₹336.14 crore tax order
Major- The Income Tax Department conducted a search under Section 132 during the quarter ended March 31, 2025, and issued an order levying tax of ₹336.14 crore as at the Board meeting of April 21, 2026, disclosed as a contingent liability. Penalties were levied on a subsidiary, including ₹25,00,000 by MCXCCL and ₹1,00,000 and ₹11.73 lakh by NSE; appeals were preferred for the first two, while the company said it would seek legal advice on the third. SEBI passed a summary settlement order for ₹14,62,500 paid by 360 ONE Alternates Asset Management Limited on behalf of 360 ONE Private Equity Fund for breaching AIF regulations, with no appeal preferred. - A ₹192.42 crore tax demand and a ₹75 crore stamp-duty dispute sit unresolved
Major- The company received an income-tax demand of ₹192.42 crore from the Section 132 search and believes no adjustments are required, disclosing it as a contingent liability. A stamp-duty demand of ₹75.00 crore on the Composite Scheme of Arrangement is to be borne equally by three parties, with the company appealing and paying ₹8.33 crore under protest. The Manek civil suit was settled for GBP 1.11 crore, with ₹117.10 crore charged in the books and ₹87.63 crore disclosed as an exceptional item net of taxes in FY2024-25. - Goodwill grew from nil to ₹2,498 crore in one year through three acquisitions
Major- Consolidated goodwill totalled ₹2,498.08 crore as at March 31, 2026, against nil from the Batlivala & Karani entities in the prior year. The Batlivala & Karani acquisition had total consideration of ₹1,973.66 crore, the ET Money acquisition ₹365.83 crore, and the Credit Suisse/UBS stock broking and PMS businesses ₹174.32 crore and ₹131.70 crore respectively. Impairment testing relied on management's assertion that any reasonably possible change in key assumptions would not cause carrying amount to exceed recoverable amount, with no impairment determined. - Revenue quality is deteriorating structurally
Major- Cumulative operating cash flow is deeply negative relative to reported profits across nine years, with FY26 CFO/PAT at -2.40x and FY25 at -2.43x. Management states advisory retention is 30-35 bps, discretionary 40-45 bps, and distribution 65-70 bps, with overall ARR retention declining from \~78 bps to \~73-74 bps. Growth increasingly depends on lower-retention distribution and HNI migration, with \~4,000 "not ideal clients" contributing only ₹10-15 crore revenue per quarter on ₹17,000-18,000 crore of AUM. - Reported debt understates the Group's economic obligations
Major- Commercial paper outstanding rose from ₹496.50 crore in March 2022 to ₹1,500 crore by March 2026. Investments of ₹772.48 crore were pledged with the Clearing Corporation of India and fixed deposits of ₹226.93 crore were pledged as collateral as at March 31, 2026. Subsidiary term loans are secured by pari passu charges on receivables and backed by a corporate guarantee from 360 ONE WAM Ltd. - Related-party dealings are dominated by large inter-corporate loans and guarantees to subsidiaries
Major- The company granted loans aggregating ₹7,844.95 crore and guarantees of ₹825.00 crore to subsidiaries during FY2023-24, with year-end balances of ₹683.36 crore in loans and ₹1,505.00 crore in guarantees. No material related-party transactions were flagged in any year, with the Board's Report for FY2025-26 stating Form AOC-2 disclosure is not applicable. No ECL provision was made on inter-corporate deposits to group companies in FY2022-23 and FY2021-22 as credit risk was considered insignificant. - Promoter control was restructured through reclassification and preferential allotments, while public institutions dissented on remuneration
Major- Promoter shareholding fell from 14.20% to 7.27% in May 2025 after 18 promoter group entities were reclassified to 'Public' category. Mr. Saahil Murarka was appointed director, received 20,00,000 employee stock options, and was allotted 50,99,982 equity shares and 33,33,333 warrants on preferential basis. Two ESOP resolutions failed at the 18th AGM with 72.22% and 72.67% in favour against the required 75%, and public institutions voted 55.72% against the reappointment of Mr. Pavninder Singh at the 19th AGM. - Routine auditor rotation with no resignations or actions against the auditor
Clean- Deloitte Haskins & Sells completed its two-term limit at the 18th AGM in 2025, and S. R. Batliboi & Co. was appointed for five years. Shareholders approved the appointment with 99.9999% votes in favour. CARO for FY2024-25 and FY2023-24 states there was no resignation of statutory auditors during either year.
What to watch
- Income-tax order outcome. The ₹336.14 crore tax order is disclosed as a contingent liability as at April 21, 2026.
- Block assessment proceeding. A notice under Section 158BC was issued March 17, 2026 against a subsidiary, with no outcome communicated as of the FY2025-26 Annual Report.
- Tax demand and stamp-duty appeal. The ₹192.42 crore income-tax demand and ₹75.00 crore stamp-duty appeal were pending as of the FY2025-26 Annual Report.
- Warrant conversions. Mr. Saahil Murarka's 33,33,333 warrants convert by November 29, 2026, and UBS AG's 2,05,02,939 warrants convert by January 21, 2027.
- AIF and PMS business transfer. The slump-sale transfer from 360 ONE Portfolio Managers Limited to 360 ONE Asset Management Limited was approved April 18, 2026, subject to approvals.
Bottom line: This is a record where reported profitability and cash generation have diverged sharply for nine years, where tax and regulatory actions are unresolved, and where debt and goodwill have grown quickly through acquisitions. The auditor transition is routine, with no resignations or actions against the auditor, and the promoter pledge has fallen to zero, but the central question is whether reported earnings will ever convert into cash. Watch the tax outcomes and the warrant conversions.