Angel One Ltd

To,

The Members,

Angel One Limited

Your Directors' are pleased to present the 29^th (Twenty N inth) 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:

(H in million)

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:

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 Company") with Angel Securities Limited ("ASL/Transferee Company 1") and Angel Crest Limited ("ACL/Transferee Company 2") 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 ("Board") of your Company have reviewed and approved the Dividend Distribution Policy ("Policy") in accordance with the terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). 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 I" 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:

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:

• Highest Gross Client Addition: 9.3 million (+5.6% y-o-y)

• Highest Client Base: 31.0 million (+39.5% y-o-y)

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

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

• NSE Active Clients: 7.6 million (+24.0% y-o-y)

• Share in NSE Active Clients: 15.4% (+41 bps y-o-y)

• Highest ever Executed Orders: 1.7 billion (+20.7% y-o-y)

• Overall ADTO: H 40.4 trillion (+21.6% y-o-y)

• 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 Su per 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.

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 ?nflow 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-in- 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 Concern", between the end of FY 2024-25 and the date of this report.

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:

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:

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.

Except Ms. Mala Todarwal, none of the Independent, Non- 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

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.

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 II" 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:

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 ("CSR") 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 III" 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

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

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

• 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

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

• 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 Certif?cate 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 IV".

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 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, 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 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.

35. CHANGES IN SHARE CAPITAL:

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

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 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).

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.

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.

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:

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 2024-25

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.

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.

(C) Foreign Exchange Earnings and Outgo for the period under review was as under:

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 Certif?cate 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.