Directors Report of Angel One Ltd.

Mar 31, 2025

Your Directors'' are pleased to present the 29^th (Twenty Ninth) Annual Report on the business and operations of your Company together
with the audited financial statements for the financial year ended 31 March, 2025.

1. FINANCIAL SUMMARY OF YOUR COMPANY:

A summary of the standalone and consolidated financial performance of your Company, for the financial year ended 31 March, 2025,
is as under:

Financial Highlights	Standalone		Consolidated
Financial Highlights	2024-25	2023-24	2024-25	2023-24
(A) Total Income	51,833.06	42,548.99	52,476.69	42,797.88
(B) Finance Costs	2,916.51	1,367.24	2,948.03	1,359.45
(C) Fees and Commission Expense	8,245.68	8,107.00	8,246.39	8,107.00
(D) Total Net Income (D=A-B-C)	40,670.87	33,074.75	41,282.27	33,331.43
(E) Operating Expenses	23,331.63	17,396.81	24,328.56	17,694.83
(F) Earnings Before Depreciation, Amortisation and Tax(F=D-E)	17,339.24	15,677.94	16,953.71	15,636.60
(G) Depreciation, Amortization and Impairment	995.06	492.73	1,034.21	499.81
(H) Profit Before Tax (H=F-G)	16,344.18	15,185.21	15,919.50	15,136.79
(I) Total Income Tax Expense	4,184.72	3,854.54	4,198.69	3,881.51
(J) Profit For The Year (J=H-I)	12,159.46	11,330.67	11,720.81	11,255.28
(K) Basic EPS (H)	134.91	135.11	130.05	134.21
(L) Diluted EPS (H)	131.57	132.70	126.82	131.81
(M) Opening Balance of Retained Earnings	23,466,51	15,395.36	23,705.90	15,717.01
(N) Closing Balance of Retained Earnings	33,606.62	23,466,51	33,406.54	23,705.90

2. OVERVIEW OF COMPANY''S FINANCIAL
PERFORMANCE:

FY2025 has been a year of evolution for your Company,
as it forayed into newer businesses, while delivering a healthy
operating and financial performance.

(i) Your Company continued to gain market share in demat
accounts, NSE active clients and overall equity turnover.

(ii) On a standalone basis, your Company''s total revenues
increased by 21.8% over the previous year to H 51,833
million in FY2025. Profit after tax increased by 7.3%
over the previous year to H 12,159 million in FY2025.

(iii) On consolidated basis, your Company''s total revenues
increased by 22.6% over the previous year to
H 52,477 million in FY2025, whilst profit after tax for
FY2025 increased by 4.1% over the previous year to
H 11,721 million.

3. SCHEME OF ARRANGEMENT:

between Angel One Limited ("Transferor Companyâ) with
Angel Securities Limited ("ASL/Transferee Company 1â) and
Angel Crest Limited ("ACL/Transferee Company 2â) and their
respective shareholders under Section 230 to 232 and other
applicable provisions, if any of the Companies Act, 2013,
subject to requisite shareholders and regulatory approvals.

The Company made an application to Stock Exchanges on
09 August, 2023 to obtain prior approval from the regulators
before submitting the scheme to the National Company
Law Tribunal.

However, The National Stock Exchange of India Limited,
on 31 January, 2025, had conclusively communicated the
return of the application filed by the Company in terms of
provisions of Regulation 37 of the Listing Regulations and
requested the Company to refile the same with additional
documents/ clarifications.

The Board had taken note of various developments within
the Company and in the external environment over the past
few months. After careful consideration of these factors,
the Board believed that it would be prudent, in the interest of
the Company and its stakeholders, to withdraw the proposed
Scheme at this time in its current form.

In view of the above and as per the provisions of the Act, the
Board vide Circular Resolution dated 12 February, 2025, had
decided to withdraw the proposed Scheme.

4. DIVIDEND:

The Board of Directors ("Boardâ) of your Company have
reviewed and approved the Dividend Distribution Policy
("Policyâ) in accordance with the terms of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulationsâ). The Policy was adopted on 16 April,
2018 and was reviewed and approved on 28 January, 2021,
05 May, 2021, 13 October, 2022, 14 October, 2024 and 16 April,
2025 respectively. Further, pursuant to the requirement of
Regulation 43A of the Listing Regulations, the Dividend
Distribution Policy of your Company is appended as
"Annexure Iâ to this Report and the same is also made
available on the website of your Company. The same can be
accessed at www.angelone.in.

THE DIVIDEND PAYOUT FOR THE FINANCIAL YEAR
UNDER REVIEW IS IN ACCORDANCE WITH YOUR
COMPANY''S DIVIDEND DISTRIBUTION POLICY.

Your Board of Directors has declared and paid two (02) interim
dividends as on the date of the report:

			Dividend
Sr. No.	Date of the Board Meeting in which the Interim Dividend were declared	Dividend per share	paid as a percentage of the face value of
			equity share
1	13 Janaury, 2025	11.00	110.00%
2	13 March, 2025	11.00	110.00%

Further Note that, the Board of Directors on 16 April, 2025
has recommended the final dividend of H 26/- per equity
share to the Shareholders for their approval in ensuring AGM.

The dividends that are unclaimed/unpaid for seven years
shall be transferred to the Investor Education and Protection
Fund (IEPF) administered by the Central Government within
the stipulated time period. However, the Company did not
have any obligation to transfer funds to Investor Education
and Protection Fund.

The Company has appointed Ms. Naheed Patel, Company
Secretary, as the Nodal Officer for the purpose of
co- ordination with Investor Education and Protection Fund
Authority. Details of the Nodal Officer are available on the
website of the Company at www.angelone.in.

5. RESERVE AND SURPLUS:

The Board of Directors have decided to retain the entire
amount of profit under Retained Earnings. Accordingly,
your Company has not transferred any amount to General
Reserves for the year ended 31 March, 2025.

6. BRIEF DESCRIPTION OF YOUR COMPANY''S
WORKING DURING THE YEAR:

Your Directors take immense pleasure to inform you that
your Company''s strategy of focusing on penetrating deeper
into Tier 2, 3 and beyond cities to provide millennial and

Gen Z clients access to financial products through its digital
platforms, continues to yield positive results in FY2025, as
highlighted below:

â¢ Highest Gross Client Addition: 9.3 million ( 5.6% y-o-y)

â¢ Highest Client Base: 31.0 million ( 39.5% y-o-y)

â¢ Historic best share in India''s Demat Accounts: 16.1% ( 143
bps y-o-y)

â¢ Share in India''s Incremental Demat Accounts: 21.4% (-155
bps y-o-y)

â¢ NSE Active Clients: 7.6 million ( 24.0% y-o-y)

â¢ Share in NSE Active Clients: 15.4% ( 41 bps y-o-y)

â¢ Highest ever Executed Orders: 1.7 billion ( 20.7% y-o-y)

â¢ Overall ADTO: H 40.4 trillion ( 21.6% y-o-y)

â¢ Overall Retail Equity Turnover Market Share: 19.5% ( 243
bps y-o-y)

India''s robust digital infrastructure continues to unlock
new growth opportunities, with digitally savvy consumers
increasingly relying on platforms for their financial needs.
You Company remains well positioned to capture this demand
through intuitive, data-driven digital platforms that offer
seamless onboarding, instant transactions and personalized
engagement, setting new benchmarks in convenience and
client experience.

During FY2025, equity markets reflected mixed sentiments.
While the general elections reinforced policy stability,
sustained FII outflows, muted market conditions and
regulatory developments, in the second half of the financial
year, presented headwinds. Notably, SEBI''s True-to-Label
guidelines impacted income streams for trading members.
Your company responded proactively by revising pricing
strategies, such as levying charges on cash delivery
transactions, amongst others, thereby attempting to cushion
the impact on profitability amid evolving regulations.

SEBI''s decisive actions to strengthen the derivatives market,
though affecting short-term volumes, reinforced structural
integrity, paving the way for long-term growth.

Throughout the year, your company expanded its Super App
capabilities by adding mutual funds, credit, fixed income and
insurance offerings, reflecting growing client adoption and
deeper engagement. The rising share of third-party product
transactions is a testament to the platform''s increasing
relevance in clients'' financial journeys.

Significantly, Angel One Asset Management Company
Limited, the wholly owned subsidiary of your company,
launched three mutual fund schemes, garnering an AUM of
H 740 million as of 31^st March 2025. On the wealth management
front, your company''s subsidiaries under the Ionic Wealth
brand, received their regulatory licenses and built an AUM
of H 37.9 billion within a few months of their operations.
These initiatives, backed by strong digital capabilities and
a client-first approach, further strengthen your company''s
competitive edge as it caters to a holistic client set, across
retail, affluent HNIs and UHNIs, while diversifying its
revenue model.

12. CREDIT RATING:

The details of credit rating obtained from the Credit Rating agencies during the financial year as on 31 March, 2025 are as under:

Sr. No.	Instruments	Ratings	Type of Rating	Name of the Credit Rating Agency
1.	Bank Loan Facility	CRISIL AA- (Positive) (Reaffirmed)	Long-Term Rating	CRISIL Ratings Limited
	(H 4,500 crore)	CRISIL A1 (Reaffirmed)	Short Term Rating
2.	Non-Convertible Debentures (H 500 crore)	CRISIL AA- (Positive)	Long-Term Rating
3.	Commercial Papers	CARE A1 (Reaffirmed)	Short Term Rating	CARE Ratings Limited
	(H 3,000 crore)	ICRA A1		ICRA LIMITED

Your Company''s FY2025 consolidated total income grew by
22.6% y-o-y to H 52,476 million against H 42,798 million in
FY2024, whilst the consolidated profit after tax increased by
4.1% y-o-y to H 11,721 million against H 11,256 million in FY2024.

During the year, your company generated robust operating
profit before working capital changes of H 20.3 billion.
Majority of this, was deployed for client funding book
and as margins with exchanges. To meet the growing
working capital requirements and to fund the client
funding book, the company raised H 8.6 billion in debt. Your
company commissioned its disaster recovery data center
and continued to invest in augmenting its technology
infrastructure, with a focus to make the business future
ready. The company raised equity through QIP in April 2024,
leading to a cash inflow of H 15 billion. This led to a net decline
in cash and cash equivalent by H 2.8 billion in FY2025, to close
the year cash and cash equivalent at H 7.6 billion.

Your Company, with technologically advanced and best-inÂ¬
class product suite, competitive pricing plan, aggressive
client acquisition strategy and a healthy balance sheet, is
well positioned to capture the immense growth opportunities,
going forward.

7. RECLASSIFICATION OF PROMOTER/
PROMOTER GROUP SHAREHOLDERS AS
PUBLIC SHAREHOLDERS:

In terms of Regulation 31A of SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Company has
filed an application with stock exchanges on 02 December,
2024 for obtaining approval for Reclassification of below
mentioned Shareholders of the Company from Promoter/
Promoter Group category to public category, However the
Company is yet to receive the said approval:

1. Mr. Lalit Thakkar

2. Mr. Deepak Thakkar

3. Mr. Sunita Magnani

4. Mrs. Bhagwani Thakkar

5. Mrs. Ramchandani Jaya Prakash

6. Mr. Mohit Jairam Chanchlani

7. Mr. Raaj Ashok Magnani

8. Mr. Dinesh Chandwani

9. Mr. Harish Chandwani

10. Mr. Jyoti Chandwani

11. Mr. Kajal Dhanwani

12. Mrs. Naina Kotwani

13. Mrs. Nanki Chandwani

14. Mrs. Priyaben Lalwani

15. Mrs. Shantiben Kotwani

16. Mr. Ashok Magnani

17. Mr. Haresh Magnani

18. Mrs. Jyotiben lalwani

19. Mr. Prem Kotwani

20. Ms. Meena Khimnani

8. LISTING FEES:

Your Company has paid the requisite Annual Listing
Fees to National Stock Exchange of India Limited
(Symbol: ANGELONE) and BSE Limited (Scrip Code: 543235),

where its securities are listed.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the
Board of Directors of your Company, to the best of their
knowledge, belief and ability and explanations obtained by
them, confirm that:

a) in the preparation of the annual financial statements
for the financial year ended 31 March, 2025, the
applicable accounting standards have been followed;
and there are no material departures from prescribed
accounting standards;

b) Your Company has selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent, so as
to give a true and fair view of the state of affairs of your
Company, at the end of the financial year; and of the
profit and loss of your Company, for that period;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of your
Company and for preventing and detecting fraud; and
other irregularities;

d) the annual financial statements have been prepared on
a going concern basis;

e) the directors, have laid down internal financial
controls to be followed by your Company and that
such internal financial controls are adequate and were
operating effectively.

f) the directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

10. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of your
Company during the financial year.

11. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
YOUR COMPANY:

There were no material changes and commitments, affecting
the financial position of your Company and which could have
an impact on your Company''s operation in the future or its
status as a "Going Concernâ, between the end of FY 2024-25
and the date of this report.

13. AWARD AND RECOGNITIONS:

The Company received various awards and recognitions
during the year. Details of the same form part of this report,
on page number 7.

14. ANNUAL RETURN:

Pursuant to the requirement under Section 92(3) of the
Companies Act, 2013, copy of the annual return can be
accessed on our website www.angelone.in

15. BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company
is in accordance with the provisions of Section 149 of the
Act and Regulation 17 of the Listing Regulations, with an
appropriate combination of Executive, Non-Executive and
Independent Directors.

The Board of the Company has 10 (Ten) Directors comprising
of 1 (One) Managing Director, 3 (Three) Whole Time Directors*,
1 (One) Non-Executive Director and 5 (Five) Independent
Directors. The Key Managerial Personnel comprises of Group
Chief Executive Officer**, Group Chief Financial Officer and
Company Secretary and Compliance Officer.

The complete list of Directors and Key Managerial Personnel
of the Company has been provided in the Report on Corporate
Governance forming part of this Annual Report.

Note: * Mr. Ambarish Kenghe (DIN:10949234) was appointed as an
Whole Time Director in the Board Meeting held on 16 April, 2025.

** Mr. Ambarish Kenghe was appointed as Group Chief Executive
Director of the Company wef 05 March, 2025.

16. RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act, 2013,
Mr. Amit Majumdar (DIN: 01633369) would retire by rotation at the
forthcoming Annual General Meeting ("AGM") and being eligible for
re-appointment has offered himself for re-appointment till the
next Annual general meeting. Your Directors have recommended
his re-appointment for the approval of the shareholders, in the
ensuing Annual General Meeting of your Company.

17. DECLARATION OF INDEPENDENT
DIRECTORS:

Section 149(6) of the Companies Act, 2013 and Regulation
16(1 )(b) of the Listing Regulations and are not disqualified
from continuing as Independent Directors of your Company.

Except Ms. Mala Todarwal, none of the Independent, NonÂ¬
Executive Directors hold any equity shares of your Company
during the financial year ended 31 March, 2025.

Refer Corporate Governance Report for detail of shareholding
of directors. Except as mentioned in the Corporate
Governance Report, none of the other Directors hold any
shares in the Company.

None of the Directors had any relationships inter-se.

Further, all the Independent Directors of your Company have
confirmed their registration / renewal of registration, on
Independent Directors'' Databank.

18. FAMILIARISATION PROGRAMMES:

Your Company has familiarised the Independent Directors,
with regard to their roles, rights, responsibilities, nature of
the industry in which your Company operates, the business
model of your Company etc.

The Familiarisation Programme was imparted to the
Independent Directors on 13 March, 2025 and during the
meetings of the Board of Directors.

The Familiarisation Programme for Independent Directors is
uploaded on the website of your Company, and is accessible
at www.angelone.in

19. CODE OF CONDUCT:

Your Company has in place, a Code of Conduct for the Board
of Directors and Senior management personnel, which
reflects the legal and ethical values to which your Company is
strongly committed. The Directors and Senior management
personnel of your Company have complied with the code as
mentioned hereinabove.

The Directors and Senior management personnel have
affirmed compliance with the Code of Conduct applicable
to them, for the financial year ended 31 March, 2025. The
said code is available on the website of your Company at
www.angelone.in

20. MEETINGS OF BOARD OF DIRECTORS AND
COMMITTEES:

The Board met 4 times during the financial year 2024-25,
the details of which are given in the Corporate Governance
Report forming part of the Annual Report. The maximum

24. SUBSIDIARY COMPANIES:

As on 31 March, 2025, your Company had 10 (Ten) direct subsidiaries and 2(two) step down subsidiary Companies. During the
financial year, your Board of Directors reviewed the affairs of the subsidiaries. The consolidated financial statements of your
Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

A statement containing the salient features of the financial statements of the subsidiaries, in the prescribed format AOC-1, is
appended as "Annexure IIâ to the Directors'' Report. The statement also provides the details of the performance and financial
positions of each of the subsidiaries.

During the year under review, your Company incorporated following Companies as given below:

Sr.

No.

Name of the
Company

Type

Objective

Angel One
Foundation
(Section 8
Company)

Wholly Owned
Subsidiary

The Company is formed with the objective to undertake, carry out, promote, encourage and finance
education amongst the poor and needy sections of society for implementing training for vocational
courses and development of technical and vocational skills to enhance their ability to find and
practice a gainful livelihood and trade oriented colleges for development of trade skills.

Angel One
Investment
Managers &
Advisors Private
Limited

Step Down
Subsidiary
Company

To carry on the activities of managing and advising various classes of assets including financial
products, structured products, real estate, wealth management and private asset management and
to act as the financial consultants, portfolio managers, management consultants, advisors, wealth
manager, and provide consultancy, advisory, counseling services, portfolio management services,
financial services and facilities of every description and to manage and mobilise funds and assets of
various companies, mutual fund, individual investors, firms, associations and other bodies corporate,
private and institutional investors, investment in equity and derivative instruments, commodities,
debt instruments, financial products, structured products, real estate products, private asset
management, mutual funds, government securities, post office schemes, saving instruments,
insurance products, money market instruments, virtual digital assets and securities of all types and
to promote, support and to carry on the business of providing wealth management services to the
individuals, firms, associations, institutions, corporate and body corporate and to pass on the benefits
of such investments as interest, dividend, bonus, etc. and provide complete range of financial services.
To act as an Investment Adviser in accordance with the provisions of The Securities and Exchange
Board of India (Investment Advisers) Regulations, 2013. To establish alternative investment funds in
accordance with the provisions of the Securities Exchange Board of India (Alternative Investment
Funds) Regulations, 2012. To buy, sell, take on lease or rent, give on lease or rent, exchange land,
buildings, other properties or any interest therein and to generally deal in land, buildings and other
properties in connection to its business.

Sr.

No.

Name of the
Company

Type

Objective

Angel One
Investment
Services Private
Limited

Step Down
Subsidiary
Company

To carry on the business of providing all kinds of distribution / referral services relating to financial
products and services. To undertake and carry on whether singly and / or jointly the business as
wealth managers, investment advisors, portfolio manager, brokers, sub brokers, agents, insurance
advisors/intermediaries/agent, franchiser, surveyor, sub insurance brokers, distributors, and
undertake investment in and distribution of financial products. To undertake, conduct, study, carry
on, help, promote any kind of research, probe, investigation, survey, developmental work on economy,
industries, corporates, business houses, financial institutions, foreign financial institutions, capital
market on matters related to investment decisions primary equity market, secondary equity
market, debentures, bond, ventures, capital funding proposals, competitive analysis, preparation of
corporate/industry profile etc. and trade/invest in researched securities. To buy, sell, take on lease
or rent, give on lease or rent, exchange land, buildings, other properties or any interest therein and
to generally deal in land, buildings and other properties in connection to its business.

interval between any two meetings did not exceed 120 days,
as prescribed in the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Information on the Audit Committee, the Nomination and
Remuneration Committee, the Stakeholders'' Relationship
Committee, Risk Management Committee, Corporate Social
Responsibility Committee, ESG Committee (Environment,
Social and Governance), Technology And Cyber Security
Committee and Information Technology Committee and
meetings of those Committees held during the year is given
in the Corporate Governance Report.

21. AUDITORS AND COMMENTS ON AUDITORS
REPORT:

Pursuant to the provisions of Section 139(2) of the Act and the
rules made thereunder, the members at their Twenty Sixth
(26^th ) Annual General Meeting (AGM) of your Company held on
31 May, 2022, approved the appointment of M/s. S. R. Batliboi
& Co. LLP (Firm Registration Number - 301003E/E300005)
as the Statutory Auditors of your Company, for a period of 5
(five) years i.e. till the conclusion of your Company''s Thirty
First (31^st ) Annual General Meeting for FY 2026-27.

Pursuant to the notification issued by the Ministry of
Corporate Affairs dated 07 May, 2018, ratification of
appointment of auditors is not required, when auditors are
appointed for a period of five years.

The Statutory Auditors have confirmed that they satisfy the
criteria of independence, as required under the provisions
of the Companies Act, 2013.

The Statutory Auditors of the Company have not reported
any fraud to the Audit Committee or to the Board of Directors
under Section 143(12) of the Companies Act, 2013 read with
Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

The Auditors'' observation, if any, read with Notes to Accounts
are self-explanatory and therefore do not call for any comment.

22. COST AUDIT:

Your Company is not required to maintain cost accounting
records as specified under Section 148(1) of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014.

23. INTERNAL AUDITOR:

The Board of Directors at their meeting held on 17 April,
2024 had appointed M/s. KPMG Assurance and Consulting
Services LLP, Chartered Accountants, as Internal Auditors of
the Company for the period from April 2024 to March 2025 to
conduct the internal audit of the various areas of operations
and records of the Company.

The periodic reports of the said internal auditors are regularly
placed before the Audit Committee along with the comments of
the management on the action taken to correct any observed
deficiencies on the working of the various departments.

The separate audited financial statements in respect of
each of the subsidiary companies are open for inspection
and are also available on the website of your Company at
www.angelone.in.

Pursuant to the requirements of Regulation 34 (3) read with
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, the details of Loans/
Advances made to and investments made in the subsidiary
have been furnished in Notes forming part of the Accounts.

Further, the Company does not have any joint venture or
associate companies during the year or at any time after the
closure of the year and till the date of the report.

25. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES:

All related party transactions that were entered with your
Company, during the financial year under review were on
arm''s length basis and were in the ordinary course of the
business. In terms of the Act, there were no materially
significant related party transactions entered into by your
Company with its Promoters, Directors, Key Managerial
Personnel, its wholly-owned subsidiary companies and
step down subsidiary companies or other designated
persons, which may have a potential conflict with the
interest of your Company at large, except as stated in the
Financial Statements.

Hence, the disclosure of related party transactions as
required under Section 134(3)(h) of the Companies Act, 2013
in Form AOC 2 is not applicable to your Company. Member may
refer to note no. 43 and 44 to the standalone and consolidated
financial statement respectively, which sets out related
party disclosures pursuant to IND AS-24

As per the policy on Related Party Transactions as approved
by the Board of Directors, your Company has entered into
related party transactions based upon the omnibus approval
granted by the Board of Directors on the recommendation of
the Audit Committee of your Company. On quarterly basis,
the Audit Committee reviews such transactions, for which
such omnibus approval was given. The policy on Related
Party Transactions was revised during the year in view of
amendments in applicable rules.

The policy on Related Party Transactions as amended and
approved by the Board of Directors, is accessible on your
Company''s website at www.angelone.in.

26. DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY YOUR COMPANY, ON
ITS CORPORATE SOCIAL RESPONSIBILITY
(CSR) INITIATIVES:

Your Company strives to be a socially responsible Company
and strongly believes in development, which is beneficial
for the society at large, as a part of its Corporate Social
Responsibility ("CSRâ) initiatives. Through the CSR program,
your Company sets the goal of reaching a balance that
integrates human, environmental and community resources.
By means of integrating and embedding CSR into its business
operations and participating proactively in CSR initiatives,
your Company intends to contribute continuously to global
sustainable development efforts.

As per the Companies Act, 2013, as prescribed, companies
are required to spend at least 2% of their average net profits
for three immediately preceding financial years.

Accordingly, your Company has spent H 240.17 million,
towards the CSR activities during FY 2024-25.

Your Company has undertaken CSR activities for Promoting
Livelihood Enhancement Projects by skill development of
youth through Implementing agency like Trust for Retailers
and Retail Associates of India (TRRAIN), Raah Foundation,
Sambhav Foundation, New Resolution India (Bright Future),
Anudip Foundation for Social Welfare, NIIT Foundation,
Aajevika Bureau Trust and Kherwadi Social Welfare
Association (KSWA), for an amount of H 240.17 million.

Details about the CSR policy are available on our website
www.angelone.in.

The report on the CSR activities of your Company is appended
as "Annexure IIIâ to the Directors'' Report.

27. PARTICULARS OF EMPLOYEES:

The information under Section 197(12) and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is as follows:

The ratio of the remuneration of each director to the
median remuneration of the employees of the Company
and percentage increase in remuneration of each Director,
Group Chief Executive Officer, Group Chief Financial Officer
and Company Secretary in the financial year

	Ratio to median remuneration	% increase in remuneration in the financial year
Executive Directors
Mr. Dinesh Thakkar	150.84	30%
Mr. Ketan Shah	35.56	10%
Mr. Amit Majumdar	35.56	10%
Group Chief Executive
Officer
Mr. Ambarish Kenghe	128.94	0%
Group Chief Financial
Officer
Mr. Vineet Agrawal	38.78	20%
Company Secretary
Ms. Naheed Patel	7.18	21%

35. CHANGES IN SHARE CAPITAL:

Your Company had made following allotments during FY 2024-25:

Date	No. of shares	Remarks
02 April, 2024	58,70,818	Fresh allotment of fully paid-up equity shares was made through Qualified Institutions Placement
05 April, 2024	21,247	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
25 April, 2024	91,230	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
23 May, 2024	66,529	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
27 June, 2024	30,038	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
25 July, 2024	23,770	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
29 August, 2024	23,093	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
26 September, 2024	16,081	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
30 October, 2024	28,878	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
28 November, 2024	68,271	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
27 December, 2024	2,608	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
30 January, 2025	21,821	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
27 February, 2025	6,146	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
27 March, 2025	15,319	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021

â¢ The percentage increase in the median remuneration of
employees in the financial year: 52.53%

â¢ The number of permanent employees on the rolls of the
Company as at 31 March, 2025: 3,823

â¢ average percentile increase already made in the salaries
of employees other than the managerial personnel
in the last financial year and its comparison with the
percentile increase in the managerial remuneration
and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial
remuneration: None

â¢ It is affirmed that the remuneration paid is as per the
remuneration policy of the Company. Yes

â¢ Pursuant to Section 197(14) of the Companies Act,
2013, No Director was disqualified for receiving any
remuneration or commission from the Company during
the period under review

The statement containing particulars of remuneration of
employees as required under Section 197(12) of the Act,
read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
is available on the website www.angelone.in In terms of
Section 136(1) of the Act, the Annual Report is being sent
to the Members excluding the aforesaid annexure. Any
Member desirous of obtaining a copy of the said annexure
may write to the Company Secretary or email at investors@
angelone.in.

28. REPORT ON CORPORATE GOVERNANCE:

As required by Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''Listing Regulations''), a
detailed Report on Corporate Governance is included in the
Annual Report.

M/s. MMJB & Associates LLP, Company Secretaries, have
certified your Company''s compliance requirements in
respect of Corporate Governance, in terms of Regulation 34
of the Listing Regulations; and their Compliance Certificate
is annexed to the Report on Corporate Governance.

29. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report
prepared pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of
this Annual Report.

30. SECRETARIAL AUDITOR AND
SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI Listing Regulations, M/s. MMJB
Associates & LLP, Company Secretaries were appointed
as Secretarial Auditor on 17 April, 2024, to undertake the
secretarial audit of your Company for FY25.

The report of the Secretarial Auditor, in the prescribed Form
MR-3 is annexed to this report as "Annexure IVâ.

The Secretarial Auditors'' Report for FY25 does not contain
any qualification, reservation or adverse remark, except as
mentioned in the form MR-3 which is annexed to this report
as "Annexure IVâ.

Your Company does not have any material subsidiary.
Therefore, the provisions relating to the Secretarial Audit
of material subsidiary, as mentioned in Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements),
2015, is not applicable to your Company.

31. COMPANY''S POLICY RELATING TO
DIRECTORS'' APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF
THEIR DUTIES:

Your Company has adopted a policy relating to appointment
of Directors, payment of managerial remuneration, Directors
qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178 (3)
of the Companies Act, 2013.

32. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS:

a) Your Company applied for settlement to SEBI on
15 May, 2024 in response to the show cause notice
received on 24 April, 2024 pertaining to violations of
SEBI Circulars dated 22 March, 2018, and 06 November,
2009, as well as Clauses A(2) and A(5) of the Code
of Conduct specified under Schedule II read with
Regulation 9(f) of the Stock Brokers Regulations. SEBI
accepted the application and passed a Settlement Order
dated 27 September, 2024, for a settlement amount of
H 21,64,500, which the Company has duly remitted.

b) Your Company received a common Settlement Order
dated 25 October, 2024 in response to the Show Cause
Notice issued on 12 March, 2024, requiring the payment
of a settlement amount of H5,74,56,000/-, which the
Company has duly remitted.

Apart from mentioned above there were no significant and/or
material orders passed by the regulators, courts or tribunals,
impacting the going concern status and future operations of
your Company.

33. BOARD EVALUATION:

The Nomination and Remuneration Policy of your Company
empowers the Nomination and Remuneration Committee
to formulate a process for effective evaluation of the
performance of Individual Directors, Committees of the
Board and the Board as a whole.

The Board of Directors formally assess their own performance
based on parameters which, inter-alia, include performance
of the Board on deciding long-term strategies, rating the
composition and mix of Board members, discharging of
governance and fiduciary duties, handling critical and
dissenting suggestions, etc.

The parameters for performance evaluation of the
Directors include contributions made at the Board meeting,
attendance, instances of sharing best and next practices,
domain knowledge, vision, strategy, engagement with senior
management etc.

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17(10) of SEBI (LODR) Regulations, 2015, the
Board of Directors has carried out an annual performance
evaluation of its own performance, that of its Committees
and Individual Directors. The evaluation was conducted on
the basis of a structured questionnaire considering various
criteria such as composition, strategic inputs, risk oversight,
decision-making quality and engagement.

The authorised share capital of your Company as on
31 March, 2025 was H 1,200,000,000 (Rupees One Hundred
Twenty Crore only)

The feedback was collected and reviewed by the Independent
Directors and shared with the Board. The outcome of the
evaluation was discussed and it was noted that the Board as
a whole, its Committees and Individual Directors continue
to function effectively and contribute meaningfully to the
Company''s governance and growth.

Based on the outcome of the performance evaluation
exercise, areas for further development are identified for
the Board to engage itself with; and the same would be
acted upon.

The details of the evaluation process are set out in the
Corporate Governance Report, which forms a part of this
Annual Report.

The Board Evaluation policy is available in the public domain

i.e. on the website of your Company at www.angelone.in.

34. NOMINATION AND REMUNERATION POLICY

Your Company has in place a Nomination and Remuneration
Policy, formulated in accordance with Section 178 of the Act
and the SEBI Listing Regulations, and the same is available
on the Company''s website at www.angelone.in. The Policy
provides guidance on the selection and nomination of
Directors to the Board of the Company, the appointment of
Senior Management Personnel, and captures the Company''s
Leadership Framework for its employees. It explains the
principles of overall remuneration, including short-term
and long-term incentives payable to Executive Directors,
Key Managerial Personnel, Senior Management, and other
employees of the Company. The remuneration paid to
Executive Directors, Key Managerial Personnel, and Senior
Management is in accordance with the Policy.

The paid up share capital of your Company as on 31 March,
2025 was H 902,940,370 (Rupees Ninety Crore Twenty Nine
Lakh Forty Thousand Three Hundred and Seventy only).

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company has re-constituted its Internal Complaints, set up to redress complaints received in regards to sexual harassment
at workplace.

As per the provision of the POSH Act, there is no requirement of the Appeals Committee within an organisation and thus the Appeal
committee was dissolved.

The constitution of the Internal Complaints Committee as on date of this report are as follows:

INTERNAL COMPLAINTS COMMITTEE:

Sr. No.	Name	Designation	Position Held
1.	Shruti Agarwal	Deputy Vice President - Legal Disputes	Chairperson/Presiding Officer
2.	Aishwarya Kalakata	Chief of Staff and Programmes	Member
3.	Dishari Banerjee	Senior Lead-HR Business Partner	Member
4.	Arun Singhal	Chief of Staff	Member
5.	Dr. R. Krishna Murthy	External Member	Member

All employees (permanent, contractual, temporary and trainees) are covered under this policy.

36. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS, UNDER SECTION 186
OF THE COMPANIES ACT, 2013:

Details of loans, guarantees and investments covered under
the provisions of Section 186 of the Companies Act, 2013
are as set out in the notes to the accompanying financial
statements of your Company.

37. REPORTING OF FRAUD:

There are no frauds on or by your Company, which are required
to be reported by the Statutory Auditors of your Company.

Following are the details of the complaints received by your
Company during FY 2024-25

Sr. No.	Particulars	Number
1	No. of complaints received	2
2	No. of complaints disposed of	2
3	No. of cases pending for more than	0
	90 days

41. WHISTLE-BLOWER POLICY/ VIGIL
MECHANISM:

Pursuant to Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 read with Section 177(10) of the
Companies Act, 2013 ("Act") and Regulations 22 of the Listing
Regulations your Company has adopted a Vigil Mechanism
Framework ("Framework"), under which the Vigilance
Committee ("the Committee") has been set up. The objective
of the Framework is to establish a redressal forum, which
addresses all concerns raised on questionable practices and
through which the Directors and employees can raise actual
or suspected violations.

38. DEPOSITS:

Your Company has not accepted any fixed deposits; and as
such, no amount of principal or interest was outstanding as
of its balance sheet date.

39. LOAN FROM DIRECTORS OR THEIR
RELATIVES:

During the year under review, there are no loan taken from
the Directors or their relatives by the Company.

The mechanism framed by your Company is in compliance
with requirement of the Act and available on the website
www.angelone.in.

42. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREGIN EXCHANGE
EARNINGS AND OUTGO:

(A) Information on Conservation of energy as prescribed under
Section 134(3) (m) of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014 is not applicable to the
present activities of your Company and hence no annexure
forms part of this report.

(B) Technology Absorption: The management keeps itself abreast
of the technological advancements in the industry and has
adopted best in class transaction, billing and accounting
systems alongwith robust risk management solutions.

1. Foreign Exchange Earning: H 2.21/- millions

2. Outgo: H 442.69/- millions

43. INTERNAL FINANCIAL CONTROL:

The Board of Directors of your Company have adopted
policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence
to your Company''s policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and timely
preparation of reliable financial disclosures.

44. ANGEL BROKING EMPLOYEE LONG-TERM
INCENTIVE PLAN 2021:

During the financial year 2024-25, 4,15,031 equity shares
were allotted to the ESOP grantees who had exercised the
option attached to the Angel Broking Employee Long-Term
Incentive Plan 2021respectively.

During FY 2024-25 the Board has granted, 1,340,628
Restrictive Stock Units ("RSUs") and 240,733 Performance
Stock Units ("PSUs") under LTI Plan 2021, to eligible
employees of your Company and its subsidiaries.

The particulars required to be disclosed pursuant to the SEBI
(Share-Based Employee Benefits) Regulations, 2014 and Rule
12(9) of the Companies (Share Capital and Debentures) Rules,
2014 are appended as "Annexure V" to the Directors'' Report.

45. BUSINESS RISK MANAGEMENT:

Risk Management plays a key role in business strategy
and planning discussions. The same has been extensively
covered in the Management Discussion and Analysis on page
number 76 of the Annual Report.

46. GENERAL CONFIRMATIONS

Our directors state that no disclosure or reporting is
required in respect of the following matters as there were
no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to
dividend, voting or otherwise as per Section 43(a)(ii) of
the Companies Act, 2013;

2. The Company does not have any scheme of provision of
money for the purchase of its own shares by employees
or by trustees for the benefit of employees;

3. Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries;

4. Issue of Shares including Sweat Equity Shares to the
employees of the Company under any scheme as per
provisions of Section 54(1 )(d) of the Companies Act, 2013;

5. No instances of non-exercising of voting rights in
respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the
Companies Act, 2013.

6. No application has been made by a financial or
operational creditor or by the company itself, under
the Insolvency and Bankruptcy Code, 2016.

7. The Company has not entered into any One-Time
Settlement with Bank''s or Financial Institutions
and therefore, no details of Valuation in this regard
are available.

47. COMPLIANCE WITH SECRETARIAL
STANDARDS:

Your Company is in compliance with the applicable Secretarial
Standards, issued by the Institute of Company Secretaries of
India and approved by the Central Government under Section
118(10) of the Act.

48. GROUP CHIEF EXECUTIVE OFFICER (GCEO)
AND GROUP CHIEF FINANCIAL OFFICER
(GCFO) CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing
Regulations, the GCEO and GCFO of your Company have
certified the accuracy of the Financial Statements, the Cash
Flow Statement and adequacy of Internal Control Systems
for financial reporting for the financial year ended 31 March,
2025. Their Certificate is annexed to this Directors'' Report.

49. APPRECIATION AND
ACKNOWLEDGEMENTS:

Your Directors express their heartfelt gratitude to all the
stakeholders of the business, who have wholeheartedly supported
the Company, in its prolific journey, over more than 28 years.

Your Directors also wish to place on record their deep
sense of acknowledgement for the devoted and efficient
services rendered by each and every employee of the Angel
Family, without whose whole-hearted efforts, the overall
satisfactory performance would not have been possible.

Your Directors look forward to the long-term future
with confidence.

For and on behalf of the Board
Angel One Limited

Dinesh Thakkar

Chairman and Managing Director
(DIN: 00004382)

Place: Mumbai
Date: 14 May, 2025

Mar 31, 2024

The Director''s are pleased to present the 28^th Annual Report on the business and operations of Angel One Limited together with the audited financial statements for the financial year ended 31 March, 2024.

1. FINANCIAL SUMMARY OF YOUR COMPANY:

A summary of the standalone and consolidated financial performance of your Company, for the financial year ended 31 March, 2024, is as under:

(Rs. in Million)
	Standalone		Consolidated
Financial Highlights	2023-24	2022-23	2023-24	2022-23
(A) Total Income	42,548.99	30,016.76	42,797.88	30,211.18
(B) Finance Costs	1,367.24	902.58	1,359.45	902.76
(C) Fees and Commission Expense	8,107.00	6,406.70	8,107.00	6,406.70
(D) Total Net Income (D=A-B-C)	33,074.75	22,707.48	33,331.43	22,901.72
(E) Operating Expenses	17,396.81	10,602.52	17,694.83	10,680.90
(F) Earnings Before Depreciation, Amortisation and Tax (F=D-E)	15,677.94	12,104.96	15,636.60	12,220.82
(G) Depreciation, Amortization and Impairment	492.73	293.79	499.30	302.64
(H) Profit Before Tax (H=F-G)	15,185.21	11,811.17	15,137.30	11,918.18
(I) Total Income Tax Expense	3,854.54	2,993.73	3,881.41	3,016.26
(J) Profit For The Year From Continuing Operations (J=H-I)	11,330.67	8,817.44	11,255.89	8,901.92
(K) Loss After Tax From Discontinued Operations	-	-	0.61	2.38
(L) Profit For The Year (L=J-K)	11,330.67	8,817.44	11,255.28	8,899.54
(M) Basic EPS (H)	135.11	105.90	134.21	106.88
(N) Diluted EPS (H)	132.70	104.13	131.81	105.09
(O) Opening Balance of Retained Earnings	15,395.36	10,346.77
(P) Closing Balance of Retained Earnings	23,466.51	15,395.36

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

FY2024 has been another momentous year for your Company, as it delivered its historic best operating and financial performance.

(i) Your Company continued to gain market share in demat accounts, incremental demat accounts, NSE active clients and overall equity turnover.

(ii) On a standalone basis, your Company''s total revenues increased by 41.8% over the previous year to H42,549 million in FY2024. Profit after tax increased by 28.5% over the previous year to H11,331 million in FY2024.

(iii) On consolidated basis, your Company''s total revenues increased by 41.7% over the previous year to H42,798 million in FY24, whilst profit after tax from continuing operations for FY2024 increased by 26.4% over the previous year to H11,256 million.

3. SCHEME OF ARRANGEMENT:

The Board of Directors of the Company, basis the recommendation of the Audit Committee and Committee of Independent Directors of the Company, at its meeting held on 09 August, 2023, approved the Scheme of Arrangement between Angel One Limited ("Transferor Companyâ) with Angel Securities Limited ("ASL/Transferee Company 1â) and Angel Crest Limited ("ACL/Transferee Company 2â) and their respective shareholders under Section 230 to 232 and other applicable provisions, if any of the Companies Act, 2013, Presently our broking operations is operated under our direct business unit, will be transferred into Angel Crest Limited, while our broking operations, presently operated under our assisted business unit, will be transferred into Angel Securities Limited.

This scheme of arrangement is subject to requisite Shareholder and regulatory approvals. We are in the process of obtaining prior approval from the regulators before submitting the scheme to the National Company Law Tribunal. The proposed restructuring will strategically enable us to expand our product offerings across the financial services landscape of India.

4. DIVIDEND:

The Board of Directors (âBoardâ) of your Company have reviewed and approved the Dividend Distribution Policy (âPolicyâ) in accordance with the terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ). The Policy was adopted on 16 April, 2018 and was reviewed and approved on 28 January, 2021, 5 May, 2021 and 13 October, 2022 respectively. Further, pursuant to the requirement of Regulation 43A of the Listing Regulations, the Dividend Distribution Policy of your Company is appended as "Annexure Iâ to this Report and the same is also made available on the website of your Company. The same can be accessed at www.angelone.in.

The Dividend payout for the Financial Year under review is in accordance with your Company''s Dividend Distribution Policy.

Your Board of Directors had declared and paid three (03) interim dividends and one (01) Final Dividend as on the date of the report:

Sr. No.	Date of the Board Meeting in which the Interim/Final Dividend were declared	Dividend per share	Dividend paid as a percentage of the face value of equity share
1	17 April, 2023	4.00	40.00%
2	13 July, 2023	9.25	92.50%
3	12 October, 2023	12.70	127.00%
4	15 January, 2024	12.70	127.00%

The Company has appointed Ms. Naheed Patel, Company Secretary, as the Nodal Officer for the purpose of co- ordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at www.angelone.in.

5. RESERVE & SURPLUS:

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March, 2024.

6. BRIEF DESCRIPTION OF YOUR COMPANY''S WORKING DURING THE YEAR:

Your Directors take immense pleasure to inform you that your Company''s strategy of focusing on penetrating deeper into Tier 2, 3 and beyond cities to provide millennial and Gen Z clients access to financial products through its digital platforms, has yielded significant positive results in FY2024, as highlighted below:

â¢ Highest Gross Client Addition:

8.8 million

â¢ Highest Client Base:

22.2 million ( 86% y-o-y)

â¢ Historic best share in India''s Demat Accounts:

14.7% ( 266 bps y-o-y)

â¢ Historic best share in India''s Incremental Demat Accounts:

22.9% ( 453 bps y-o-y)

â¢ Highest ever NSE Active Clients:

6.1 million ( 43% y-o-y)

â¢ Historic best share in NSE Active Clients:

15.0% ( 188 bps y-o-y)

â¢ Highest ever Executed Orders:

1,409 million ( 52% y-o-y)

â¢ Highest ever Overall ADTO:

?33.2 trillion ( 143% y-o-y)

â¢ Overall Retail Equity Turnover Market Share:

17.1%*

As India has been progressively scaling up its digital infrastructure, to expand its coverage of services to all people across the country. The increasing accessibility of digital services provides enormous growth potential, which your Company is using to progressively move ahead and garner greater market share. Investments by your Company in its digital acquisition strategies and engagement journey''s are enabling it to continuously expand its horizon, thus enabling a significant penetration and broadening of the addressable market.

The onboarding of younger digital natives and adoption of Super App, reflects a significant achievement in its growth strategy. The Super App offers our clients with a wide range of services on a single platform. Riding on the back of its success, your Company is poised to expand its product bouquet to provide clients with access to financial products that will serve their needs through their lifetime. Your Company is on the right track to capitalize on the digital transformation happening in India and to continue its journey towards success.

Your Company''s FY2024 consolidated total income grew by 41.7% y-o-y to H42,798 million against H 30,211 million in FY2023, whilst the consolidated profit after tax from continuing operations increased by 26.4% y-o-y to H11,256 million in FY2024 against H8,902 million in FY2023.

During the year, your Company generated robust operating profit before working capital changes of H17.4 billion, which was offset by higher trade receivables, client funding book and other financial and non financial assets, indicating robust client activity. The Company commissioned its disaster recovery data center and continued to invest in augmenting its technology infrastructure. These investments were focused towards gearing the business to be future ready as the volumes increase. This led to negative free cash flow generation for your Company during the year, which was bridged through higher net borrowings.

Your Company, with technologically advanced and best-in-class product suite, most competitive pricing plan, aggressive client acquisition strategy and a healthy balance sheet, is well positioned to capture the immense growth opportunities, going forward.

7. LISTING FEES:

Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited (Symbol: ANGELONE) and BSE Limited (Scrip Code: 543235),

where its securities are listed.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

a) in the preparation of the annual financial statements for the financial year ended 31 March, 2024, the applicable accounting standards have been followed; and there are no material departures from prescribed accounting standards;

b) Your Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company, at the end of the financial year; and of the profit and loss of your Company, for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 2013, for safeguarding the assets of your Company and for preventing and detecting fraud; and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

(e) the directors, have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

g) The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

9. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of your Company during the financial year.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY:

There were no material changes and commitments affecting the financial position of your Company between the end of FY 2023-24 and the date of this report, which could have an impact on your Company''s operation in the future or its status as a "Going Concernâ.

11. CREDIT RATING: The details of credit rating obtained from the Credit Rating agencies during the financial year are as under:
Sr. No.	Instruments	Ratings	Type of Rating	Name of the Credit Rating Agency
1.	Bank Loan Facility	CRISIL AA- (Positive) (Reaffirmed)	Long Term Rating	CRISIL Ratings Limited
	(H4,500 Crore)	CRISIL A1 (Reaffirmed)	Short Term Rating
2.	Non-Convertible Debentures (H500 Crore)	CRISIL AA- (Positive)	Long Term Rating
3.	Commercial Papers	CRISIL A1 (Reaffirmed)	Short Term Rating
	(H750 Crore)	CARE A1 (Reaffirmed)		CARE Ratings Limited

12. AWARD AND RECOGNITIONS:

The Company received various awards and recognitions during the year. Details of the same form part of this report, on page number 34.

13. ANNUAL RETURN:

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return can be accessed on our website www.angelone.in

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

The Board of the Company has 9 (Nine) Directors comprising of 1 (One) Managing Director, 2 (Two) Whole-Time Directors, 1 (One) Non-Executive Director and 5 (Five) Independent Directors. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, Mr. Kamalji Sahay and Mr. Uday Sankar Roy ceased to be Independent Directors of the Company upon completion of their term of 5 (five) consecutive years on 14 May, 2023. The Board places on record its sincere appreciation for the valuable contribution made by them during their long tenure as director on the Board of the Company.

During the year under review, the Board of Directors of the Company appointed Mr. Amit Majumdar (DIN: 01633369) as a Whole-Time Director of the Company w.e.f. 17 April, 2023 for a term of 5 years i.e. 17 April, 2023 to 16 April, 2028. Further, his appointment as a Whole-Time Director was approved by the shareholders in the Annual General Meeting of the Company held on 23 June, 2023.

During the year under review, the Board of Directors of the Company appointed Mr. Arunkumar Nerur Thiagarajan (DIN: 02407722) as an Independent Director of the Company w.e.f. 13 July, 2023 for a term of 5 years i.e. 13 July, 2023 to 12 July, 2028. Further, his appointment as an Independent Director was approved by the shareholders through postal ballot of the Company the results of which were announced on 15 September, 2023.

Further in opnion of the Board Mr. Arunkumar Nerur Thiagarajan who was appointed as an Independent Director during the financial year 2023-24 is a person of integrity and have the relevant expertise, experience and proficiency as required under sub-section (1) of section 150 of the Companies Act, 2013.

15. RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. Dinesh Thakkar (DIN: 00004382) would retire by rotation at the forthcoming Annual General Meeting (âAGMâ) and being eligible for re-appointment has offered himself for re-appointment till the next Annual general meeting. Your Directors have recommended his appointment for the approval of the shareholders, in the ensuing Annual General Meeting of your Company.

Further, based on performance evaluation and recommendation of the Audit and Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as a Chairman and Managing Director of the Company, liable to retire by rotation.

16. DECLARATION OF INDEPENDENT DIRECTORS:

All the Independent Directors of your Company have submitted their declarations of independence, as required,

pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and are not disqualified from continuing as Independent Directors of your Company.

Except Ms. Mala Todarwal, none of the Non-Executive Directors hold any equity shares of your Company.

Refer Corporate Governance Report for detail of shareholding of directors. Except as mentioned in the Corporate Governance Report, none of the other Directors hold any shares in the Company.

None of the Directors had any relationships inter-se.

Further, all the Independent Directors of your Company have confirmed their registration / renewal of registration, on Independent Directors'' Databank.

17. FAMILIARIZATION PROGRAMMES:

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc.

The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at www.angelone.in

18. CODE OF CONDUCT:

Your Company has in place, a Code of Conduct for the Board of Directors and Senior management personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior management personnel of your Company have complied with the code as mentioned hereinabove.

The Directors and Senior management personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31 March, 2024. The said code is available on the website of your Company at www.angelone.in

19. MEETING OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 7 times during the financial year 2023-24, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Information on the Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Environment Social and Governance Committee, Information and Technology Committee and Technology and Cyber Security Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

20. AUDITORS AND COMMENTS ON AUDITORS REPORT:

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the members at their Twenty Sixth (26^th ) Annual General Meeting (AGM) of your Company held on 31 May, 2022, approved the appointment of M/s. S. R. Batliboi & Co. LLP (Firm Registration Number - 301003E/E300005) as the Statutory Auditors of your Company, for a period of 5 (five) years i.e. till the conclusion of your Company''s Thirty First (31^st ) Annual General Meeting for FY 2026-27.

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 07 May, 2018, ratification of appointment of auditors is not required, when auditors are appointed for a period of five years.

The Statutory Auditors have confirmed that they satisfy the criteria of independence, as required under the provisions of the Companies Act, 2013.

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

The Auditors'' observation, if any, read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

21. COST AUDIT:

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

22. INTERNAL AUDITOR:

The Board of Directors at their meeting held on 17 April, 2023 has appointed "KPMG Assurance and Consulting Services LLPâ as Internal Auditors of the Company for the period of one year up to 31 March, 2024 under Section 138 of the Companies Act, 2013 as per the scope provided by the Audit Committee.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

23. SUBSIDIARY COMPANIES:

As on 31 March, 2024, your Company had 9 (nine) direct subsidiaries. During the financial year, your Board of Directors reviewed the affairs of the subsidiaries. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

A statement containing the salient features of the financial statements of the subsidiaries, in the prescribed format AOC-1, is appended as "Annexure IIâ to the Directors'' Report. The statement also provides the details of the performance and financial positions of each of the subsidiaries.

The separate audited financial statements in respect of each of the subsidiary companies are open for inspection and are also available on the website of your Company at www.anoelone.in

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

Further, the Company does not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of the report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered with your Company, during the financial year were on arm''s length basis and were in the ordinary course of the business. In terms of the Act, there were no materially significant related party transactions entered into by your Company with its Promoters, Directors, Key Managerial Personnel and its wholly owned subsidiary companies, or other designated persons, which may have a potential conflict with the interest of your Company at large, except as stated in the Financial Statements.

Hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company. Member may refer to note no. 43 for standalone and consolidated financial statement respectively, which sets out related party disclosures pursuant to IND AS-24

As per the policy on Related Party Transactions as approved by the Board of Directors, your Company has entered into related party transactions based upon the omnibus approval granted by the Board of Directors on the recommendation of the Audit Committee of your Company. On quarterly basis, the Audit Committee reviews such transactions, for which such omnibus approval was given. The policy on Related Party Transactions was revised during the year in view of amendments in applicable rules.

The policy on Related Party Transactions as amended and approved by the Board of Directors, is accessible on your Company''s website at www.angelone.in.

25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY YOUR COMPANY, ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your Company strives to be a socially responsible Company and strongly believes in development, which is beneficial for the society at large, as a part of its Corporate Social Responsibility ("CSRâ) initiatives. Through the CSR program, your Company sets the goal of reaching a balance that integrates human, environmental and community resources. By means of integrating and embedding CSR into its business operations and participating proactively in CSR initiatives, your Company intends to contribute continuously to global sustainable development efforts.

As per the Companies Act, 2013, as prescribed, companies are required to spend at least 2% of their average net profits for three immediately preceding financial years.

Accordingly, your Company has spent H160.40 million, towards the CSR activities during FY 2023-24.

Your Company has undertaken CSR activities for Promoting Education by supporting Financial and Digital Literacy and Promoting Livelihood Enhancement Projects by skill development of youth through Implementing agency like Raah Foundation, Shram Sarathi, Trust for Retailers and Retail Associates of India (TRRAIN), NIIT Foundation, Aajevika Bureau Trust and Kherwadi Social Welfare Association, for an amount of H160.40 million.

Details about the CSR policy are available on our website www.angelone.in

The report on the CSR activities of your Company is appended as "Annexure IIIâ to the Directors'' Report.

26. PARTICULARS OF EMPLOYEES:

The information under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Executive Directors
Mr. Dinesh Thakkar	178.89	25.45%
Mr. Ketan Shah	49.81	14.35%
Mr. Amit Majumdar	49.81	-
Chief Financial Officer
Mr. Vineet Agrawal	49.81	14.35%
Company Secretary
Ms. Naheed Patel	9.11	17.82%

â¢ Percentage increase in the median remuneration of employees in the financial year: 16.79%

â¢ The number of permanent employees on the rolls of the Company as at 31 March, 2024: 3,650

â¢ average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: None

â¢ It is affirmed that the remuneration paid is as per the remuneration policy of the Company. Yes

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to [email protected].

27. REPORT ON CORPORATE GOVERNANCE:

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), a detailed Report on Corporate Governance is included in the Annual Report.

M/s. MMJB & Associates LLP, Company Secretaries, have certified your Company''s compliance requirements in respect of Corporate Governance, in terms of Regulation 34 of the Listing Regulations; and their Compliance Certificate is annexed to the Report on Corporate Governance.

28. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Report.

29. SECRETARIALAUDITORANDSECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, MMJB & Associates LLP, Practicing Company Secretaries were appointed as Secretarial Auditor on 17 April, 2023, to undertake the secretarial audit of your Company for FY23.

The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed to this report as "Annexure IVâ.

The Secretarial Auditors'' Report for FY23 does not contain any qualification, reservation or adverse remark, except as mentioned in the form MR-3 which is annexed to this report as "Annexure IVâ.

Your Company does not have any material subsidiary. Therefore, the provisions relating to the Secretarial Audit of material subsidiary, as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015, do not apply to your Company.

A certificate has been received from MMJB & Associates LLP, Practicing Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such statutory authority. The certificate is annexed to the Report on Corporate Governance.

30. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under section 178 (3) of the Companies Act, 2013.

31. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, NSE vide its MCSGFC (Member and Core Settlement Guarantee Fund Committee) Order dated 14 July ,2023 had found certain lapses in the activities of AP (Authorised Person). The Company has further strengthened its control mechanism on AP and has completed inspection of all the active AP''s as per the prescribed regulatory guidelines. Penalty of Rs.1,66,89,000 was paid on 25 September, 2023 and the company has filed its reply vide letter dated 20 December,2023 to NSE by adhering to the directives as specified in the MCSGFC order dated 14 July ,2023. The matter stands closed.

32. BOARD EVALUATION:

The Nominations and Remuneration Policy of your Company empowers the Nominations and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

The Board of Directors formally assess their own performance based on parameters which, inter-alia, include performance of the Board on deciding long term strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for performance evaluation of the Directors include contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc.

The Chairperson(s) of the respective Committees based on feedback received from the Committee members on the outcome of performance evaluation exercise of the Committee(s), share their report to the Board of Directors. The Independent Directors, at their separate meeting, review the performance of non-independent directors and the Board as a whole.

Based on the outcome of the performance evaluation exercise, areas for further development are identified for the Board to engage itself with; and the same would be acted upon.

The details of the evaluation process are set out in the Corporate Governance Report, which forms a part of this Annual Report.

The Board Evaluation policy is available in the public domain

i.e. on the website of your Company at www.angelone.in

33. CHANGES IN SHARE CAPITAL: Your Company had made following allotments during FY 2023-24:
Date	No. of shares	Remarks
27 April, 2023	278,813	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
27 April, 2023	87,160	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2018
25 May, 2023	27,042	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021

Date	No. of shares	Remarks
21 June, 2023	6,647	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
27 July, 2023	38,904	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
24 August, 2023	10,885	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
22 September, 2023	20,000	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2018
22 September, 2023	4,345	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
27 October, 2023	9,463	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
23 November, 2023	40,800	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
22 December, 2023	6,654	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
30 January, 2024	6,468	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
22 February, 2024	13,558	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
22 February, 2024	37,708	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2018

The authorized share capital of your Company as on 31 March, 2024 was ''1,200,000,000 (Rupees One Hundred Twenty Crore only)

The paid up share capital of your Company as on 31 March, 2024 was ''840,081,880 (Rupees Eighty Four Crore Eighty One Thousand Eight Hundred Eighty only).

34. QUALIFIED INSTITUTIONAL PLACEMENT:

As on the date of this report, on 2 April, 2024, the Company had allotted and issued 5,870,818 equity shares of 10 each at an issue price of ''2,555.01 per equity share, aggregating to ''1499.99 Crores (including securities premium of ''1494.13 Crores). The aforesaid issuance of equity shares was made through a Qualified Institutions Placement (QIP) in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI Regulations) as amended, Section 42, Section 62, and other relevant provisions of the Companies Act, 2013.

35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS, UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements of your Company.

36. DEPOSITS:

Your Company has not accepted any fixed deposits; and as such, no amount of principal or interest was outstanding as of its balance sheet date.

37. REPORTING OF FRAUD:

There are no frauds on or by your Company, which are required to be reported by the Statutory Auditors of your Company.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Company has constituted its Internal Complaints and the Appeals Committees, set up to redress complaints received in regards to sexual harassment at workplace.

The constitution of the Internal Complaints and the Appeals Committees as on date of this report are as follows:

INTERNAL COMPLAINTS COMMITTEE:
Sr. No.	Name	Designation	Position Held
1.	Meenal Maheshwari Shah	Group General Counsel	Chairperson/ Presiding Officer
2.	Nidhi Patade	Senior Lead - HR Compliance	Member
3.	Anup Sarma	Senior Vice President	Member
4.	Amar Singh	Senior Vice President	Member
5.	Sumati Atre	External Member	Member
All employees (permanent, contractual, temporary and trainees) are covered under this policy. Following are the details of the complaints received by your Company during FY 2023-24
Sr. No.	Particulars		Number
1.	No. of complaints received		1
2.	No. of complaints disposed of		1
5.	No. of cases pending for more than 90 days 0

39. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Act") and Regulations 22 of the Listing Regulations your Company has adopted a Vigil Mechanism Framework ("Framework"), under which the Whistle Blower Investigation Committee ("the Committee") has been set up. The objective of the Framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or suspected violations.

The mechanism framed by your Company is in compliance with requirement of the Act and available on the website www.angelone.in.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNINGS AND OUTGO:

(A) Information on Conservation of energy as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable to the present activities of your Company and hence no annexure forms part of this report.

(B) Technology Absorption: The management keeps itself abreast of the technological advancements in the industry and has adopted best in class transaction, billing and accounting systems alongwith robust risk management solutions.

1. Foreign Exchange Earning: Nil

2. Outgo - ?294.68 million

41. INTERNAL FINANCIAL CONTROL:

The Board of Directors of your company have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

42. ANGEL BROKING EMPLOYEE STOCK OPTION PLAN, 2018 AND ANGEL BROKING EMPLOYEE LONG TERM INCENTIVE PLAN 2021:

During the financial year 2023-24, 588,447 equity shares were allotted to the ESOP grantees who had exercised the option attached to the Angel Broking Employee Stock Option Plan, 2018 and Angel Broking Employee Long Term Incentive Plan 2021respectively.

During FY 2023-24 the Board has granted Nil stock options under ESOP Plan 2018 and 27,411 stock options, 903,771 Restrictive Stock Units ("RSUsâ) and 784,080 Performance Stock Units ("PSUsâ) under LTI Plan 2021, to eligible employees of your Company and its subsidiaries.

The particulars required to be disclosed pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are appended as "Annexure Vâ to the Directors'' Report.

43. BUSINESS RISK MANAGEMENT:

Risk Management plays a key role in business strategy and planning discussions. The same has been extensively covered in the Management Discussion and Analysis on page 54 of the Annual Report.

The Risk Management policy is available on the website of your Company at www.angelone.in

44. GENERAL CONFIRMATIONS:

Our directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

4. Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act, 2013;

5. No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013.

45. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

46. MD AND CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing Regulations, the MD and CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March, 2024. Their Certificate is annexed to this Directors'' Report.

47. APPRECIATION AND ACKNOWLEDGEMENTS:

Your Directors express their heartfelt gratitude to all the stakeholders of the business, who have wholeheartedly supported the Company, in its prolific journey, over more than 25 years.

Your Directors also wish to place on record their deep sense of acknowledgment for the devoted and efficient services rendered by each and every employee of the Angel Family, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

Your Directors look forward to the long-term future with confidence.

Mar 31, 2023

Your Director''s are pleased to present the 27^th Annual Report on the business and operations of Angel One Limited (Formerly known as Angel Broking Limited) together with the audited financial statements for the financial year ended 31 March, 2023.

1. FINANCIAL SUMMARY OF YOUR COMPANY:

A summary of the standalone and consolidated financial performance of your Company, for the financial year ended 31 March, 2023, is as under:

Amount ('' in million)
	Standalone		Consolidated
Financial Highlights	2022-23	2021-22	2022-23	2021-22
(A) Total Income	30,016.76	22,735.82	30,211.18	22,971.14
(B) Finance Costs	895.08	702.25	895.15	721.47
(C) Fees and Commission Expense	6,406.70	5,502.43	6,406.70	5,502.43
(D) Total Net Income (D=A-B-C)	22,714.98	16,531.14	22,909.33	16,747.24
(E) Operating Expenses	10,610.02	8,123.88	10,688.51	8,193.72
(F) Earnings Before Depreciation, Amortisation and Tax (F=D-E)	12,104.96	8,407.26	12,220.82	8,553.52
(G) Depreciation, Amortisation and Impairment	293.79	176.79	302.64	186.41
(H) Profit Before Tax (H=F-G)	11,811.17	8,230.47	11,918.18	8,367.11
(I) Total Income Tax Expense	2,993.73	2,081.80	3,016.26	2,116.55
(J) Profit For The Year From Continuing Operations (J=H-I)	8,817.44	6,148.67	8,901.92	6,250.56
(K) Loss After Tax From Discontinued Operations	-	-	2.38	2.51
(L) Profit For The Year (L=J-K)	8817.44	6,148.67	8,899.54	6,248.05
(M) Basic EPS ('')	105.90	74.52	106.88	75.72
(N) Diluted EPS ('')	104.13	73.25	105.09	74.44
(O) Opening Balance of Retained Earnings	10,346.77	6,296.77
(P) Closing Balance of Retained Earnings	15,395.36	10,346.77

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

FY23 has been another momentous year for your

Company, as it delivered its historic best operating and

financial performance.

(i) Your Company continued to gain market share in demat accounts, incremental demat accounts, NSE active clients and overall equity turnover.

(ii) On a standalone basis, your Company''s total income increased by 32.0% over the previous year to ''30,017 million in FY23. Profit after tax increased by 43.4% over the previous year to ''8,817 million in FY23.

(iii) On consolidated basis, your Company''s total income increased by 31.5% over the previous year to ''30,211 million in FY23, whilst profit after tax from continuing operations for FY23 increased by 42.4% over the previous year to ''8,902 million.

Your Directors express their heartfelt gratitude to all investors of the company, for their continued support in this growth journey.

3. DIVIDEND:

The Board of Directors ("Boardâ) of your Company have reviewed and approved the Dividend Distribution Policy ("Policyâ) in accordance with the terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ) at its meetings held on 28 January, 2021, 05 May, 2021 and 13 October, 2022. Further, pursuant to the requirement of Regulation 43A of the Listing Regulations, the Dividend Distribution Policy of your Company is appended as âAnnexure Iâ to this Report and the same is also made available on the website of your Company. The same can be accessed at www.angelone.in.

The Dividend payout for the Financial Year under review is in accordance with your Company''s Dividend Distribution Policy.

Your Board of Directors had declared and paid four (04) interim dividends and one (01) Final Dividend as on the date of the report:

Sr. No.	Date of the Board Meeting in which the Interim/Final Dividend were declared	Dividend per share	Dividend paid as a percentage of the face value of equity share
1	20 April, 2022	2.25	22.50%
2	14 July, 2022	7.65	76.50%
3	13 October, 2022	9.00	90.00%
4	16 January, 2023	9.60	96.00%
5	22 March, 2023 through Circular Resolution	9.60	96.00%

The Board is pleased to recommend a dividend @ 40.00% for the year ended 31 March, 2023, i.e. ''4.00 per equity share of ''10 each fully paid up.

The Company has appointed Ms. Naheed Patel, Company Secretary as the Nodal Officer for the purpose of coordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at www.angelone.in.

4. RESERVE & SURPLUS:

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March, 2023.

5. BRIEF DESCRIPTION OF YOUR COMPANY''S WORKING DURING THE YEAR:

Your Directors take immense pleasure to inform you that your Company''s strategy of focusing on penetrating deeper into Tier II, III and beyond cities to provide millennial and Gen Z clients access to financial products through its digital platforms, has yielded significant positive results in FY23, as highlighted below:

â¢ Gross Client Addition:

4.7 million

â¢ Highest Client Base:

13.8 million ( 49.5% Y-o-Y)

â¢ Highest share in India''s Demat Accounts:

12.0% ( 176 bps Y-o-Y)

â¢ Highest share in India''s Incremental Demat Accounts: 18.4% ( 366 bps Y-o-Y)

â¢ Highest ever NSE Active Clients:

4.3 million ( 17.1% Y-o-Y)

â¢ Highest share in NSE Active Clients:

13.1% ( 196 bps Y-o-Y)

â¢ Highest ever Executed Orders:

926 million ( 36.1% Y-o-Y)

â¢ Highest ever Overall ADTO:

''13.6 trillion ( 110.4% Y-o-Y)

â¢ Overall Retail Equity Turnover Market Share:

21.8% ( 57 bps Y-o-Y)

As India scales up of its digital infrastructure, accessibility to all services are increasing, which is driving its inclusive growth. Digital means of acquisition and servicing has expanded the horizon and enabled significant penetration, thus broadening the overall addressable market. Young digital natives are driving growth with zeal, as they are eager to ride the economic progress of the country. Their expanding wallet share is further helping digital business build strong unit economics.

Your Company is also successfully harnessing this expansive market with its strong data science led AI-powered digital products and offerings. The successful roll out and adaption of your company''s Super App, by its large client base, has been a significant milestone which will further augment its capabilities to add more product journeys.

Your Company has been acquiring young, new-to-market clients, with higher potential lifetime value and healthy operating margin.

Your Company''s FY23 consolidated total income grew by 31.5% Y-o-Y to ''30,211 million against ''22,971 million in FY22, whilst the consolidated profit after tax from continuing operations increased by 42.4% Y-o-Y at ''8,902 million in FY23 against ''6,251 million in FY22; with sustained improvement in operating leverage.

Due to better operating performance, decrease in trade receivables and client funding book, the company generated ''8.0 billion of operating cashflow. This was partly utilised towards investments made to augment tech capacity, commissioning of the Super App, repayment of borrowings and higher dividend outgo.

During the year under review, your Company received the in-principle approval from SEBI for setting up of our Asset Management business and is in the process of completing the requirements for the final license for mutual funds.

11. CREDIT RATING: The details of credit rating obtained from the Credit Rating agencies during the financial year are as under:
Sr. No.	Instruments	Ratings	Type of Rating	Name of the Credit Rating Agency
1.	Bank Loan Facility (''45.0 billion)	CRISIL AA-/Stable (Reaffirmed) CRISIL A1 (Reaffirmed)	Long Term Rating Short Term Rating
2.	Long Term Principal Protected Market Linked Debentures (''1.0 billion)	CRISIL PPMLD AA- /Stable (Assigned)	Long Term Rating	CRISIL Ratings Limited
3.	Commercial Papers (''7.5 billion)	CRISIL A1 (Reaffirmed) CARE A1 (Reaffirmed)	Short Term Rating	CARE Ratings Limited

6. RECLASSIFICATION OF PROMOTER/PROMOTER GROUP SHAREHOLDERS AS PUBLIC SHAREHOLDERS:

The Company has received the stock exchanges approval for Reclassification of below mentioned shareholders from Promoter/Promoter Group category to Pubic category

w. e.f. 9 January, 2023:

i. Mr. Haresh Gobindram Chanchlani,

ii. Mr. Ajit Gobindram Chanchlani,

iii. Mr. Jairam Gobindram Chanchlani,

iv. Mr. Samir Ratilal Shah,

v. Ms. Neha Manish shah,

vi. Mr. Manish Ratilal Shah,

vii. Ms. Shyam Magnani,

viii. Mr. Rajkumar Magnani,

ix. Ms. Mohini Nenwani,

x. Mr. Kanayalal Magnani,

xi. Mr. Manohar Magnani,

xii. Ms. Meena Adwani,

xiii. Mr. Madan Magnani,

xiv. Mr. Rahul Lalit Thakkar,

xv. Ms. Anuradha Lalit Thakkar and

xvi. Ms. Vinita Jairam Chanchlani

7. LISTING FEES:

Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited (Symbol: ANGELONE) and BSE Limited (Scrip Code: 543235), where its securities are listed.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

a) in the preparation of the annual financial statements for the financial year ended 31 March, 2023, the

applicable accounting standards have been followed; and there are no material departures from prescribed accounting standards;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of your Company and for preventing and detecting fraud; and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) the directors, have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of your Company during the financial year.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY:

There were no material changes and commitments affecting the financial position of your Company between the end of FY2022-23 and the date of this report, which could have an impact on your Company''s operation in the future or its status as a "Going Concernâ.

12. AWARD AND RECOGNITIONS:

The Company received various awards and recognitions during the year. Details of the same form part of this report, on page numbers 54-55.

13. ANNUAL RETURN:

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return can be accessed on our website https://www.angelone.in/ investor-relations/annual-report-company

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

The Board of the Company has 9 (Nine) Directors comprising of 1 (One) Managing Director, 1 (One) WholeTime Director, 1 (One) Non-Executive Director and 6 (Six) Independent Directors. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, Mr. Narayan Gangadhar tendered his resignation from the post of Chief Executive Officer of the Company on 16 February 2023 and his last day of vacating the office will be with effect from 16 May, 2023.

During the year under review, the Board of Directors of the Company appointed Mr. Kalyan Prasath (DIN: 07677959) as an Independent Director of the Company w.e.f. 16 January, 2023 for a term of 5 years i.e. 16 January, 2023 to 15 January, 2028. Further, his appointment as an Independent Director was approved by the shareholders through postal ballot of the Company the results of which were announced on 24 February, 2023.

During the year under review, the Board of Directors of the Company appointed Mr. Krishnaswamy Arabadi Sridhar (DIN: 00046719) as an Independent Director of the Company w.e.f. 16 January, 2023 for a term of 5 years i.e. 16 January, 2023 to 15 January, 2028. Further, his appointment as an Independent Director was approved by the shareholders through postal ballot of the Company the results of which were announced on 24 February, 2023.

Further in opinion of the Board Mr. Kalyan Prasath and Mr. Krishnaswamy Arabadi Sridhar who were appointed as Independent Directors during the financial year 2022-23 are person of integrity and have the relevant expertise, experience and proficiency as required under sub-section (1) of section 150 of the Companies Act, 2013.

The members of the Company, vide ordinary resolution passed through postal ballot on 24 February, 2023 for payment of commission not exceeding 1 per cent of the net profit of the Company, calculated in accordance with the provisions of sections 197 and 198 of the Act to the non-executive directors as may be decided by the Board of Directors from time to time.

15. RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. Ketan Shah (DIN: 01765743) would retire by rotation at the forthcoming Annual General Meeting ("AGMâ) and being eligible for re-appointment has offered himself for re-appointment till the next Annual general meeting. Your Directors have recommended his appointment for the approval of the shareholders, in the ensuing Annual General Meeting of your Company.

16. DECLARATION OF INDEPENDENT DIRECTORS:

All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors of your Company.

None of the Independent Non-Executive Directors held any equity shares of your Company during the financial year ended 31 March, 2023.

Refer Corporate Governance Report for detail of shareholding of directors. Except as mentioned in the Corporate Governance Report, none of the other Directors hold any shares in the Company.

None of the Directors had any relationships inter-se.

Further, all the Independent Directors of your Company have confirmed their registration / renewal of registration, on Independent Directors'' Databank.

17. FAMILIARISATION PROGRAMMES:

Your Company has familiarised the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc.

The Familiarisation Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarisation Programme for Independent Directors is uploaded on the website of your Company, and is accessible at https://www.angelone.in/investor-relations/codes-and-policies

18. CODE OF CONDUCT:

Your Company has in place, a Code of Conduct for the Board of Directors and Senior management personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior management personnel of your Company have complied with the code as mentioned hereinabove.

The Directors and Senior management personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31 March, 2023. The said code is available on the website of your Company at www.angelone.in/investor-relations/codes-and-policies

19. MEETING OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 5 times during the FY23, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, Risk Management Committee,Corporate Social Responsibility Committee and Environment, Social and Governance Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

20. AUDITORS AND COMMENTS ON AUDITORS REPORT:

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the members at their 26^th (Twenty Sixth) Annual General Meeting (AGM) of your Company held on 31 May, 2022, approved the appointment of M/s. S. R. Batliboi & Co. LLP (Firm Registration Number -301003E/E300005) as the Statutory Auditors of your Company, for a period of 5 (five) years i.e. till the conclusion of your Company''s 31^st (Thirty First) Annual General Meeting for FY27.

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 07 May, 2018, ratification of appointment of auditors is not required, when auditors are appointed for a period of five years.

The Statutory Auditors have confirmed that they satisfy the criteria of independence, as required under the provisions of the Companies Act, 2013.

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

The Auditors'' observation, if any, read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

21. COST AUDIT:

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

22. INTERNAL AUDITOR:

The Board of Directors at their meeting held on 13 October, 2022 have appointed M/s. KPMG Assurance and Consulting Services LLP, Chartered Accountants, as Internal Auditors of the Company for the period from October 2022 to March 2023 to conduct the internal audit of the various areas of operations and records of the Company.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

23. SUBSIDIARY COMPANIES:

As on 31 March, 2023, your Company had 5 (five) direct subsidiaries. During the financial year, your Board of Directors reviewed the affairs of the subsidiaries. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

A statement containing the salient features of the financial statements of the subsidiaries, in the prescribed format AOC-1, is appended as âAnnexure II" to the Directors'' Report. The statement also provides the details of the performance and financial positions of each of the subsidiaries.

The separate audited financial statements in respect of each of the subsidiary companies are open for inspection and are also available on the website of your Company at www.angelone.in.

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

Further, the Company does not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of the report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered with your Company, during the financial year were on arm''s length basis and in the ordinary course of the business. In terms of the Act, there were no materially significant related party transactions entered into by your Company with its Promoters, Directors, Key Managerial Personnel and its wholly owned subsidiary companies, or other designated persons, which may have a potential conflict with the interest of your Company at large, except as stated in the Financial Statements.

Hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company. Members may refer to note no. 41 and 42 to the standalone and consolidated financial statement respectively, which sets out related party disclosures pursuant to IND AS-24.

As per the policy on Related Party Transactions as approved by the Board of Directors, your Company has entered into related party transactions based upon the omnibus approval granted by the Board of Directors on the recommendation of the Audit Committee of your Company. On quarterly basis, the Audit Committee reviews such transactions, for which such omnibus approval was given. The policy on Related Party Transactions was revised during the year in view of amendments in applicable rules.

The policy on Related Party Transactions as amended and approved by the Board of Directors, is accessible on your Company''s website at www.angelone.in.

25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY YOUR COMPANY, ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your Company strives to be a socially responsible Company and strongly believes in development, which is beneficial for the society at large, as a part of its Corporate Social Responsibility (âCSR") initiatives. Through the CSR program, your Company sets the goal of reaching a balance that integrates human, environmental and community resources. By means of integrating and embedding CSR into its business operations and participating proactively in CSR initiatives, your Company intends to contribute continuously to global sustainable development efforts.

As per the Companies Act, 2013, as prescribed, companies are required to spend at least 2% of their average net profits for three immediately preceding financial years.

Accordingly, your Company has spent ''89.5 million, towards the CSR activities during FY23.

Your Company has undertaken CSR activities for Promoting Education by supporting Financial and Digital Literacy and Promoting Livelihood Enhancement Projects by skill development of youth through Implementing agency like Raah Foundation, Shram Sarathi, Dhriti Foundation, NIIT Foundation, Aajeevika Bureau Trust and Kherwadi Social Welfare Association, for an amount of ''89.5 million

Details about the CSR policy are available on our website www.angelone.in .

The report on the CSR activities of your Company is appended as âAnnexure III" to the Directors'' Report.

26. PARTICULARS OF EMPLOYEES:

The information under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Executive Directors Mr. Dinesh Thakkar	166.5	35.0
Mr. Ketan Shah	50.9	17.0
Chief Executive Officer Mr. Narayan Gangadhar	106.7	15.0
Chief Financial Officer Mr. Vineet Agrawal	50.9	22.5
Company Secretary Ms. Naheed Patel	9.1	14.9

â¢ Percentage increase in the median remuneration of employees in the financial year: 14.95%

â¢ The number of permanent employees on the rolls of the Company as at 31 March, 2023: 3,120

â¢ average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: None

â¢ It is affirmed that the remuneration paid is as per the remuneration policy of the Company. Yes

The statement containing particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available on the website www.angelone.in In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid annexure. Any Member desirous of obtaining a copy of the said annexure may write to the Company Secretary or email at [email protected].

27. REPORT ON CORPORATE GOVERNANCE:

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), a detailed Report on Corporate Governance is included in the Annual Report.

M/s. MMJB & Associates LLP, Company Secretaries, have certified your Company''s compliance requirements in respect of Corporate Governance, in terms of Regulation 34

of the Listing Regulations; and their Compliance Certificate is annexed to the Report on Corporate Governance.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Business Responsibility and Sustainability Reporting forms a part of this Annual Report.

29. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. MMJB Associates & Co., Practicing Company Secretaries were appointed as Secretarial Auditor on 20 April, 2022, to undertake the secretarial audit of your Company for FY23.

The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed to this report as "Annexure IVâ.

The parameters for performance evaluation of the Directors include contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc.

The Chairperson(s) of the respective Committees based on feedback received from the Committee members on the outcome of performance evaluation exercise of the Committee(s), share their report to the Board of Directors. The Independent Directors, at their separate meeting, review the performance of Non-Independent Directors and the Board as a whole.

Based on the outcome of the performance evaluation exercise, areas for further development are identified for the Board to engage itself with; and the same would be acted upon.

The details of the evaluation process are set out in the Corporate Governance Report, which forms a part of this Annual Report.

The Board Evaluation policy is available in the public domain i.e. on the website of your Company at www.angelone.in

Your Company does not have any material subsidiary. Therefore, the provisions relating to the Secretarial Audit of material subsidiary, as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015, do not apply to your Company.

30. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under section 178 (3) of the Companies Act, 2013.

31. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year, there were no significant and/or material orders passed by the regulators, courts or tribunals, impacting the going concern status and future operations of your Company

32. BOARD EVALUATION:

The authorised share capital of your Company as on 31 March, 2023 was ''1,000,000,000 (Rupees One billion)

The paid up share capital of your Company as on 31 March, 2023 was ''834,197,410 (Rupees Eight Hundred Thirty Four Million One Hundred Ninety Seven Thousand Four Hundred and Ten only).

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS, UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements of your Company.

35. DEPOSITS:

Your Company has not accepted any fixed deposits; and as such, no amount of principal or interest was outstanding as of its balance sheet date.

36. REPORTING OF FRAUD:

There are no frauds on or by your Company, which are required to be reported by the Statutory Auditors of your Company.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Company has constituted its Internal Complaints and the Appeals Committees, set up to redress complaints received in regards to sexual harassment at workplace.

The constitution of the Internal Complaints and the Appeals Committees as on date of this report are as follows:

Internal Complaints Committee:
Sr. No.	Name	Designation	Position Held
1.	Boneya Sam	Chief Manager	Chairperson/ Presiding Officer
2.	Poonam Chaudhary	Vice President	Member
3.	Sukhbir Singh Bhinder	Vice President	Member
4.	Amar Singh	Senior Vice President	Member
5.	Sumati Atre	External Member	Member
Appeals Committee:
Sr. No.	Name	Designation	Position Held
1.	Rashmi Anthony	Senior Vice President	Chairperson/ Presiding Officer
2.	Pramita Shetty	Vice President	Member
3.	Bhavin Parekh	Assistant Director	Member
4.	Ketan Shah	Executive-Whole Time Director	Member
5.	Pratibha Naitthani	External Member	Member

All employees (permanent, contractual, temporary and trainees) are covered under this policy.

Following are the details of the complaints received by your Company during FY23

Sr. No. Particulars	Number
1 No. of complaints received	0
2 No. of complaints disposed of	0
3 No. of cases pending for more than 90 days	0

39. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Actâ) and Regulations 22 of the Listing Regulations your Company has adopted a Vigil Mechanism Framework ("Frameworkâ), under which the Whistle Blower Investigation Committee ("the Committeeâ) has been set up. The objective of the Framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or suspected violations.

The mechanism framed by your Company is in compliance with requirement of the Act and available on the website www.angelone.in/investor-relations/codes-and-policies.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNINGS AND OUTGO:

(A) Information on Conservation of energy as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable to the present activities of your Company and hence no annexure forms part of this report.

(B) Technology Absorption: The management keeps itself abreast of the technological advancements in the industry and has adopted best in class transaction, billing and accounting systems along with robust risk management solutions.

1. Foreign Exchange Earning: Nil

2. Outgo - ''164.7 million

41. INTERNAL FINANCIAL CONTROL:

and completeness of the accounting records and timely preparation of reliable financial disclosures.

42. ANGEL BROKING EMPLOYEE STOCK OPTION PLAN, 2018 AND ANGEL BROKING EMPLOYEE LONG TERM INCENTIVE PLAN 2021:

During the financial year 2022-23, 561,019 equity shares were allotted to the ESOP grantees who had exercised the option attached to the Angel Broking Employee Stock Option Plan, 2018 and Angel Broking Employee Long Term Incentive Plan 2021respectively.

During FY2022-23 the Board has granted Nil stock options under ESOP Plan 2018 and 308,944 stock options, 968,871 Restrictive Stock Units ("RSUsâ) and 440,684 Performance Stock Units ("PSUsâ) under LTI Plan 2021, to eligible employees of your Company and its subsidiaries.

43. BUSINESS RISK MANAGEMENT:

Risk Management plays a key role in business strategy and planning discussions. The same has been extensively covered in the Management Discussion and Analysis on page 56-71 of the Annual Report.

44. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

The Board of Directors at their meeting held on 13 October, 2022 approved the change of registered office of the Company within the local limits from G-1, Ground Floor, Akruti Trade Centre, Road No 7, MIDC, Andheri East, Mumbai 400 093 to 601, 6^th Floor, Ackruti Star, Central Road, MIDC, Andheri East, Mumbai 400093.

45. GENERAL CONFIRMATIONS

Our directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

4. Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act, 2013;

5. No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013.

46. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

47. CEO AND CFO CERTIFICATION:

As required under Regulation 17(8) of the Listing Regulations, the CEO and CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March, 2023. Their Certificate is annexed to this Report.

48. APPRECIATION AND ACKNOWLEDGEMENTS:

Your Directors express their heartfelt gratitude to all the stakeholders of the business, who have wholeheartedly supported the Company, in its prolific journey, over more than 25 years.

Your Directors look forward to the long-term future with confidence.

For and on behalf of the Board Angel One Limited (Formerly known as Angel Broking Limited)

Dinesh Thakkar

Chairman & Managing Director (DIN: 00004382) Place: Mumbai Date: 29 May, 2023

Mar 31, 2022

Your Directors are pleased to present the 26^th Annual Report on the business and operations of Angel One Limited (Formerly known as Angel Broking Limited) together with the audited financial statements for the financial year ended 31 March, 2022.

1. FINANCIAL SUMMARY OF YOUR COMPANY:

A summary of the standalone and consolidated financial performance of your Company, for the financial year ended 31 March, 2022, is as under:

Amount (H in million)
Financial Highlights	Standalone 2021-22 2020-21		Consolidated 2021-22 2020-21
(A) Total Income	22,814.04	12,897.43	23,050.70	12,989.82
(B) Finance Costs	702.25	396.33	721.47	389.34
(C) Fees and Commission Expense	5,502.43	3,629.78	5,502.43	3,629.78
(D) Total Net Income (D = A - B - C)	16,609.36	8,871.32	16,826.80	8,970.70
(E) Operating Expenses	8,202.10	4,715.29	8,273.28	4,675.43
(F) Earnings Before Depreciation, Amortisation and	8,407.26	4,156.03	8,553.52	4,295.27
Tax (F = D - E)
(G) Depreciation, Amortisation and Impairment	176.79	174.24	186.41	183.60
(H) Profit Before Tax (H = F - G)	8,230.47	3,981.79	8,367.11	4,111.67
(I) Total Income Tax Expense	2,081.80	1,077.82	2,116.55	1,131.09
(J) Profit For The Year From Continuing Operations	6,148.67	2,903.97	6,250.56	2,980.58
(J = H - I)
(K) Loss After Tax From Discontinued Operations	-	-	2.51	12.02
(L) Profit For The Year (L = J - K)	6,148.67	2,903.97	6,248.05	2,968.56
(M) Basic EPS (H)	74.52	37.76	75.72	38.60
(N) Diluted EPS (H)	73.52	37.49	74.44	38.32
(O) Opening Balance of Retained Earnings	6,296.77	3,824.46
(P) Closing Balance of Retained Earnings	10,346.77	6,296.77

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

The FY22 has been a momentous year for your Company, as it celebrated its 26^th year of incorporation whilst scaling many milestones across multiple parameters

(i) Your Company achieved its best ever performance across all metrics, be it business, market-share or financial. Your Company continued to outperform most of its peers across major industry indices and has improved its ranking in incremental NSE active client additions to an all-time high second position, amidst intense competition.

(ii) On a standalone basis, your Company''s total revenues increased by 76.9% over the previous year to H22,814 million in FY22. Profit after tax increased by 111.7% over the previous year to H6,149 million.

(iii) On a consolidated basis, your Company''s total revenues increased by 77.5% over the previous year

to H23,051 million in FY22, whilst profit after tax from continuing operations for FY22 increased by 109.7% over the previous year to H6,251 million.

Your Directors express their heartfelt gratitude to all investors for being there with your Company in its growth journey.

3. DIVIDEND:

The Board of Directors ("Boardâ) of your Company have reviewed and approved the Dividend Distribution Policy ("Policyâ) in accordance with the terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ) at its meetings held on 28 January, 2021 and 05 May, 2021. Further, pursuant to the requirement of Regulation 43A of the Listing Regulations, the Dividend Distribution Policy of your Company is appended as "Annexure /"to this Report and the same is also made available on the website of your Company. The same can be accessed at www.angelone.in.

The Dividend payout for the Financial Year under review is in accordance with your Company''s Dividend Distribution Policy.

Your Board of Directors had declared and paid four (04) interim dividends as on the date of the report:

Sr. No.	Date of the Board Meeting in which the Interim Dividend were declared	Dividend per share	Dividend paid as a percentage of the face value of equity share
1.	15 July, 2021	H5.15	51.5%
2.	20 October, 2021	H5.70	57%
3.	17 January, 2022	H7.00	70%
4.	01 April, 2022 through Circular resolution	H7.00	70%

The Board is pleased to recommend a dividend @ 22.50% for the year ended 31 March, 2022, i.e. H2.25 per equity share of H10 each fully paid up.

4 RESERVE & SURPLUS:

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March, 2022.

5. BRIEF DESCRIPTION OF YOUR COMPANY''S WORKING DURING THE YEAR:

Your Directors take immense pleasure to inform you that your Company''s strategy deploying advanced technology like data science, artificial intelligence and machine learning with a focused approach on penetrating deeper into Tier II, III and beyond cities, millennial and Gen Z clients, DIY clients coupled with simplified pricing model, yielded your Company significant positives in FY22, as highlighted below:

â¢ Highest Annual Gross Client Addition:

5.3 million ( 124% y-o-y)

â¢ Highest Gross Client Addition in a quarter:

1.5 million in Q4 FY22

â¢ Highest share in India''s Demat Accounts:

10.3% ( 280bps y-o-y)

â¢ Highest Client Base:

9.2 million ( 124% y-o-y)

â¢ Highest ever NSE Active Client Base:

3.7 million ( 134% y-o-y)

â¢ Best ever rank in NSE Active Clients:

4^th (Maintained)

â¢ Highest share in NSE Active Client Base:

10.1% ( 187bps y-o-y)

â¢ Highest ever Annual Number of Orders:

680 million ( 97% y-o-y)

â¢ Highest ever Annual Overall ADTO:

K6.5 trillion ( 226% y-o-y)

â¢ Overall ADTO in Q4 FY22:

K8.6 trillion ( 130% y-o-y)

â¢ Overall Retail Equity Turnover Market Share:

21.3% ( 531bps y-o-y) for FY22

Robust clients addition during the year translated into your Company''s market share in incremental demat accounts of 14.7% in FY22.

India''s ability to fully vaccinate its entire adult population within a span of 12-18 months, has been a significant booster for the economy, after being impacted by the pandemic in previous year. The economy was able to get back to its feet with some very strong measures taken by the government and the inherent resilience built within our socio-economic fabric. Many macro-economic indicators moved back to the pre-pandemic levels, thus giving further fillip to the markets, which reflected in the strong performance of capital markets in H1 FY22. Even the aggressive FII selling and the third wave of COVID-19 pandemic during H2 did not dampen the spirits of retail investors who were ably supported by the Domestic Institutional Investors, clearly demonstrating the changing times in the Indian investing landscape.

Your Company''s multifold growth in direct clients, which are not only younger and more tech savvy, but are also selfreliant, for the trades they execute on the platform, has completely transformed the economics of the business, further insulating it from the vagaries of market cycles, thus yielding extremely positive results. Your Company''s FY22 consolidated total income grew by 77.5% y-o-y to H23,051 million against H12,990 million in FY21, whilst the consolidated profit after tax from continuing operations increased by 109.7% y-o-y at H6,251 million in FY22; with a significant & sustained improvement in operating leverage. Surplus cash generated by your Company was utilised to expand its client funding book, which stood at H16,518 million as on 31 March, 2022 against H11,686 million as on 31 March, 2021.

10. CREDIT RATING:

The details of credit rating obtained by the Company during the financial year are as under:

^S,^râ Instruments No.	Ratings	Type of Rating	Name of the Credit Rating Agency
1. Bank Loan Facility (H1,500 crore)	CRISIL A /Positive (Reaffirmed)	Long-Term Rating	CRISIL Ratings Limited
2. Commercial Papers	CRISIL A1 (Reaffirmed)	Short-Term Rating
(H500 crore)	CARE A1	Short-Term Rating	CARE Ratings Limited

6. LISTING FEES:

Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited (Symbol: ANGELONE) and BSE Limited (Scrip Code: 543235), where its securities are listed.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

a) in the preparation of the annual financial statements for the financial year ended 31 March, 2022, the applicable accounting standards have been followed; and there are no material departures from prescribed accounting standards;

b) Your Company has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company, at the end of the financial year; and of the profit and loss of your Company, for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies

11. AWARD AND RECOGNITIONS:

The Company received various awards and recognitions during the year. Details of the same form part of this report, on page numbers 52-53.

12. ANNUAL RETURN:

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return can be accessed on our website www.angelone.in.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

Act, 2013, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

(e) the directors, have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of your Company during the financial year.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY:

There were no material changes and commitments affecting the financial position of your Company between the end of FY22 and the date of this report, which could have an impact on your Company''s operation in the future or its status as a "Going Concernâ.

The Board of the Company has 7 (Seven) Directors comprising of 1 (One) Managing Director, 1 (One) Whole-Time Director, 1 (One) Non-Executive Director and 4 (Four) Independent Directors. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of this Annual Report.

During the year under review Ms. Anisha Motwani (DIN: 06943493) ceased to be a Director of the Company with effect from 15 September, 2021.

During the year under review, the Board of Directors of the Company appointed Mr. Krishna Iyer (DIN: 01954913) as an Additional Director (Non-Executive Director of the Company not liable to retire by rotation) w.e.f. 15 July, 2021. Further, his appointment as a Director was approved by

the shareholders through postal ballot of the Company the results of which were announced on 08 September, 2021.

During the year under review, the Board of Directors of the Company appointed Mr. Muralidharan Ramachandran (DIN: 08330682) as an Independent Director of the Company w.e.f. 06 August, 2021 for a term of 5 years

i.e. 06 August, 2021 to 05 August, 2026. Further, his appointment as an Independent Director was approved by the shareholders through postal ballot of the Company the results of which were announced on 08 September, 2021.

During the year under review, the Board of Directors of the Company appointed Ms. Mala Todarwal (DIN: 06933515) as an Independent Director of the Company w.e.f. 20 October, 2021 for a term of 5 years i.e. 20 October, 2021 to 19 October, 2026. Further, her appointment as an Independent Director was approved by the shareholders through postal ballot of the Company the results of which were announced on 13 December, 2021.

Further in opnion of the Board Mr. Muralidharan Ramachandran and Ms. Mala Todarwal who were appointed as Independent Directors during the financial year 2021-22 are person of integrity and have the relevant expertise, experience and proficiency as required under sub-section (1) of section 150 of the Companies Act, 2013.

14. RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. Dinesh Thakkar (DIN: 00004382) would retire by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible for re-appointment has offered himself for re-appointment till the next Annual general meeting. Your Directors have recommended his appointment for approval of the shareholders, in the ensuing Annual General Meeting of your Company.

15. DECLARATION OF INDEPENDENT DIRECTORS:

None of the Independent Non-Executive Directors held any equity shares of your Company during the financial year ended 31 March, 2022.

Refer Corporate Governance Report for detail of shareholding of directors. Except as mentioned in the Corporate Governance Report, none of the other Directors hold any shares in the Company.

None of the Directors had any relationships inter se.

Further, all the Independent Directors of your Company have confirmed their registration/renewal of registration, on Independent Directors'' Databank.

16. FAMILIARISATION PROGRAMMES:

Your Company has familiarised the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc.

The Familiarisation Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarisation Programme for Independent Directors is uploaded on the website of your Company, and is accessible at www.angelone.in.

17. CODE OF CONDUCT:

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the code as mentioned hereinabove.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31 March, 2022. The said Code is available on the website of your Company at www.angelone.in.

18. MEETING OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 6 times during the FY22, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

19. AUDITORS AND COMMENTS ON AUDITORS REPORT:

The Company''s Auditors, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration Number -301003E/E300005, who have been appointed as the Statutory Auditors of the Company for the period up to the conclusion of the 26^th Annual General Meeting, have given their consent for re-appointment as the Statutory Auditors for the second term of five years. They are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Members are requested to approve their appointment as the Auditors of the Company and to fix their remuneration as recommended by the Board, by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

The Statutory Auditors have confirmed that they satisfy the criteria of independence, as required under the provisions of the Companies Act, 2013.

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

The Auditors'' observation, if any, read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

20. COST AUDIT:

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

21 INTERNAL AUDITOR:

The Board of Directors have appointed M/s. Parekh Shah & Lodha, Chartered Accountant, as Internal Auditors for the FY22 to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

22. SUBSIDIARY COMPANIES:

As on 31 March, 2022, your Company had 5 (five) direct subsidiaries. During the financial year, your Board of Directors had reviewed the affairs of the subsidiaries. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

A statement containing the salient features of the financial statements of the subsidiaries, in the prescribed format AOC-1, is appended as "Annexure//"to the Directors'' Report. The statement also provides the details of performance and financial positions of each of the subsidiaries.

The separate audited financial statements in respect of each of the subsidiary companies are open for inspection and are also available on the website of your Company at www.angelone.in.

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

Further, the Company does not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of the report.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company. Member may refer to note no. 40 and 41 to the standalone and consolidated financial statement respectively, which sets out related party disclosures pursuant to IND AS-24.

As per the policy on Related Party Transactions as approved by the Board of Directors, your Company has entered into related party transactions based upon the omnibus approval granted by the Board of Directors on the recommendation of the Audit Committee of your Company. On quarterly basis, the Audit Committee reviews such transactions, for which such omnibus approval was given. The policy on Related Party Transactions was revised during the year in view of amendments in applicable rules.

The policy on Related Party Transactions as amended and approved by the Board of Directors, is accessible on your Company''s website at www.angelone.in.

24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY YOUR COMPANY, ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your Company strives to be a socially responsible Company and strongly believes in development, which is beneficial for the society at large, as a part of its Corporate Social Responsibility (âCSR") initiatives. Through the CSR programme, your Company sets the goal of reaching a balance that integrates human, environmental and community resources. By means of integrating and embedding CSR into its business operations and participating proactively in CSR initiatives, your Company intends to contribute continuously to global sustainable development efforts.

As per the Companies Act, 2013, as prescribed companies are required to spend at least 2% of their average net profits for three immediately preceding financial years.

Accordingly, your Company has spent H42.55 million towards the CSR activities during FY22.

Your Company has undertaken CSR activities for establishing vaccination centers in the under-served communities to administer vaccinations in partnership with the local government and NGOs, to Collective Good Foundation, Mumbai, for an amount of H42.55 million.

Details about the CSR policy are available on our website www.angelone.in. The report on the CSR activities of your Company is appended as ''Annexure Z/rto the Directors'' Report.

25. PARTICULARS OF EMPLOYEES:

The information under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Executive Directors
Mr. Dinesh Thakkar	106	35%
Mr. Ketan Shah	37	32%
Chief Executive Officer
Mr. Narayan Gangadhar	80	NA
Chief Financial Officer
Mr. Vineet Agrawal	35	15%
Company Secretary
Ms. Naheed Patel	7	40%

â¢ Percentage increase in the median remuneration of employees in the financial year: 7.32%

â¢ The number of permanent employees on the rolls of the Company as at 31 March, 2022: 3,298

â¢ Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: None

â¢ It is affirmed that the remuneration paid is as per the Remuneration Policy of the Company: Yes

Any Member desirous of obtaining the statement containing particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at the e-mail ID investors@ angelbroking.com. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid annexure.

26. REPORT ON CORPORATE GOVERNANCE:

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), a detailed Report on Corporate Governance is included in the Annual Report.

M/s. MMJB & Associates LLP, Company Secretaries, have certified your Company''s compliance requirements in respect of Corporate Governance, in terms of Regulation 34 of the Listing Regulations; and their Compliance Certificate is annexed to the Report on Corporate Governance.

27. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Report.

28. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. MMJB Associates & Co., Practicing Company Secretaries were appointed as Secretarial Auditor on 28 January, 2021, to undertake the secretarial audit of your Company for FY22.

The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed to this report as âAnnexure IV.

The Secretarial Auditors'' Report for FY22 does not contain any qualification, reservation or adverse remark, except as mentioned in the form MR-3 which is annexed to this report as âAnnexure IV.

Your Company does not have any material subsidiary. Therefore, the provisions relating to the Secretarial Audit of material subsidiary, as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015, do not apply to your Company.

The Board has taken note of the remarks of the Secretarial Auditor and commented as below:
Sr. No.	Particulars	Comments
1.	The Company has made delay in one case of disclosure under Regulation 30 of Listing Regulations.	This was an inadvertent delay and the Board will ensure compliance in future.
2.	Due to sudden demise of one of the directors, there were only 5 directors on the board for the period 17 April, 2021 to 14 July, 2021, however as per Regulation 17(1)(C) of Listing Regulations, a company is required to have at least 6 number of directors on continual basis on the board, further the Company has affirmed the said regulation is in compliance in Corporate Governance report for the quarter ended June 2021, which is erroneous.	On 17 April, 2021, due to the untimely demise of Mr. Vinay Agrawal (DIN: 01773822), erstwhile Whole-Time Director and Chief Executive Officer of the Company, the composition of the Board of Directors decreased from six (6) directors to five (5) directors and the casual vacancy in the number of directors was filled up within the timelines, i.e. within three months from the date of arisen of casual vacancy and the intimations of same were duly and timely provided to the stock exchanges.
3.	The composition of Nomination and Remuneration Committee is not in compliance with the provisions of Regulation 19 of Listing Regulation for the period of 05 May, 2021 to 14 July, 2021, further the Company has affirmed the said regulation is in compliance in Corporate Governance report for the quarter ended June 2021, which is erroneous.	The delay in reconstitution of the NRC was just an administrative challenge faced by the Company due to inadvertent misconstruction to reconstitute the NRC post the shareholders'' approval since the date of the voting results (AGM held on 29 June, 2021) confirmation was end of the quarter and a Board meeting was scheduled on 15 July, 2021, for the quarter ended June 2021, the NRC was reconstituted accordingly.

Date	No. of shares	Remarks
15 June, 2021	108726	Fresh allotment of fully paid up equity shares was made to eligible employees under ESOP Plan 2018
20 July, 2021	18278	Fresh allotment of fully paid up equity shares was made to eligible employees under ESOP Plan 2018
03 August,2021	29302	Fresh allotment of fully paid up equity shares was made to eligible employees under ESOP Plan 2018
17 August, 2021	147604	Fresh allotment of fully paid up equity shares was made to eligible employees under ESOP Plan 2018
21 September, 2021	44730	Fresh allotment of fully paid up equity shares was made to eligible employees under ESOP Plan 2018
19 October, 2021	81707	Fresh allotment of fully paid up equity shares was made to eligible employees under Angel Broking Employee Long Term Incentive Plan 2021
09 November, 2021	36000	Fresh allotment of fully paid up equity shares was made to eligible employees under ESOP Plan 2018
07 December, 2021	45000	Fresh allotment of fully paid up equity shares was made to eligible employees under ESOP Plan 2018
21 December, 2021	9000	Fresh allotment of fully paid up equity shares was made to eligible employees under ESOP Plan 2018
01 February, 2022	7	Fresh allotment of fully paid up equity shares was made to eligible employees under ESOP Plan 2018
15 February, 2022	76650	Fresh allotment of fully paid up equity shares was made to eligible employees under ESOP Plan 2018

The authorised share capital of your Company as on 31 March, 2022 was H1,000,000,000 (Rupees One Billion).

The paid up share capital of your Company as on 31 March, 2022 was H828,587,220 (Rupees Eighty Two Crore Eighty Five Lakhs Eighty Seven Thousand Two Hundred and Twenty only).

29. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013.

30. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year, there were no significant and/or material orders passed by the regulators, courts or tribunals, impacting the going concern status and future operations of your Company

31. BOARD EVALUATION:

The Nomination and Remuneration Policy of your Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

The Board of Directors formally assess their own performance based on parameters which, inter alia, include performance of the Board on deciding longterm strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for performance evaluation of the Directors include contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc.

The Chairperson(s) of the respective Committees based on feedback received from the Committee members on

the outcome of performance evaluation exercise of the Committee(s), share their report to the Board of Directors. The Independent Directors, at their separate meeting, review the performance of non-independent directors and the Board as a whole.

Based on the outcome of the performance evaluation exercise, areas for further development are identified for the Board to engage itself with; and the same would be acted upon.

The details of the evaluation process are set out in the Corporate Governance Report, which forms a part of this Annual Report.

The Board Evaluation policy is available in the public domain i.e. on the website of your Company at www.angelone.in.

32. CHANGES IN SHARE CAPITAL:

Your Company had made following allotments during FY22:

Date	No. of shares	Remarks
04 May, 2021	100000	Fresh allotment of fully paid up equity shares was made to eligible employees company under ESOP Plan 2018
18 May, 2021	200000	Fresh allotment of fully paid up equity shares was made to eligible employees company under ESOP Plan 2018
01 June, 2021	135211	Fresh allotment of fully paid up equity shares was made to eligible employees under ESOP Plan 2018

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS, UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements of your Company.

34. DEPOSITS:

Your Company has not accepted any fixed deposits; and as such, no amount of principal or interest was outstanding as of its balance sheet date.

35. REPORTING OF FRAUD:

There are no frauds on or by your Company, which are required to be reported by the Statutory Auditors of your Company.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Company has constituted its Internal Complaints and the Appeals Committees, set up to redress complaints received in regards to sexual harassment at workplace.

The constitution of the Internal Complaints and the Appeals Committees as on date of this report are as follows:

Internal Complaints Committee:

Sr. No.	Name	Designation	Position Held
1.	Boneya Sam	Lead - Employee Grievance	Chairperson/ Presiding Officer
2.	Poonam Chaudhary	Deputy Vice President - Revenue	Member
3.	Sukhbir Singh Bhinder	Deputy Vice President - Legal and Compliance	Member
4.	Amar Singh	Senior Vice President -Head Equity Advisory	Member
5.	Sumati Atre	External Member	Member

Appeals Committee:
Sr. No.	Name	Designation	Position Held
1.	Rashmi Anthony	Head of Learning and Development	Chairperson/ Presiding Officer
2.	Pramita Shetty	Vice President	Member
3.	Bhavin Parekh	Senior Vice President	Member
4.	Ketan Shah	Chief Strategy Officer	Member
5.	Pratibha Naitthani	External Member	Member

All employees (permanent, contractual, temporary and trainees) are covered under this policy.

Following are the details of the complaints received by your Company during FY22:

^Sr. Particulars No.	Number
1. No. of complaints received	0
2. No. of complaints disposed of	0
3. No. of cases pending for more than 90 days	0

37. WHISTL BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Act") and Regulations 22 of the Listing Regulations your Company has adopted a Vigil Mechanism Framework (âFramework"), under which the Whistle Blower Investigation Committee ("the Committeeâ) has been set up. The objective of the Framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or suspected violations.

The mechanism framed by your Company is in compliance with requirement of the Act and available on the website www.angelone.in.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNINGS AND OUTGO:

(A) Information on Conservation of energy as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable to the present activities of your Company and hence no annexure forms part of this report.

(B) Technology Absorption: The management keeps itself abreast of the technological advancements in the industry and has adopted best in class transaction, billing and accounting systems along with robust risk management solutions.

1. Foreign Exchange Earning: Nil

2. Outgo - H52. 96 million

39. INTERNAL FINANCIAL CONTROL:

The Board of Directors of your Company have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

40. ANGEL BROKING EMPLOYEE STOCK OPTION PLAN, 2018 AND ANGEL BROKING EMPLOYEE LONG-TERM INCENTIVE PLAN 2021:

During the FY22, 10,32,215 equity shares were allotted to the ESOP grantees who had exercised the option attached to the Angel Broking Employee Stock Option Plan, 2018 (âESOP Plan 2018") and Angel Broking Employee Longterm Incentive Plan 2021 (âLTI Plan 2021").

During FY22 the Board has granted Nil stock options under ESOP Plan 2018 and 745,185 stock options under LTI Plan 2021, to eligible employees of your Company and its subsidiaries.

The Shareholders of the Company has approved the modification to the LTI Plan 2021 through special resolution passed by the shareholders vide Postal Ballot on 08 September, 2021.

The particulars required to be disclosed pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are appended as "Annexure Vâ to the Directors'' Report.

41. BUSINESS RISK MANAGEMENT:

Risk Management plays a key role in business strategy and planning discussions. The same has been extensively covered in the Management Discussion and Analysis on page 53-57 of the Annual Report.

42. GENERAL CONFIRMATIONS

Our Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

4. Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act, 2013;

5. No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013.

43. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

44. CEO AND CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March, 2022. Their Certificate is annexed to this Directors'' Report.

45. APPRECIATION AND ACKNOWLEDGEMENTS:

Your Directors express their heartfelt gratitude to all the stakeholders of the business, who have wholeheartedly supported the Company, in its prolific journey, over more than 25 years.

Your Directors look forward to the long-term future with confidence.

For and on behalf of the Board Angel One Limited (Formerly known as Angel Broking Limited)

Sd/-

Dinesh Thakkar

Chairman & Managing Director (DIN: 00004382)

Place: Mumbai Date: 20 April, 2022

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