Angel One Ltd

To

The Members,

Angel One Limited

Your Director's are pleased to present the 28th 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:

( in million)

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 H 11,331 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 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, 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 (“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, 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 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 had declared and paid three (03) interim dividends and one (01) Final Dividend as on the date of the report:

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.

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:

• Highest Gross Client Addition: 8.8 million

• Highest Client Base: 22.2 million (+86% y-o-y)

Historic best share in India's Demat Accounts:

14.7% (+266 bps y-o-y)

Historic best share in India's Incremental

Demat Accounts:

22.9% (+453 bps y-o-y)

Highest ever NSE Active Clients:

6.1 million (+43% y-o-y)

Historic best share in NSE Active Clients:

15.0% (+188 bps y-o-y)

Highest ever Executed Orders:

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

• Highest ever Overall ADTO:

J33.2 trillion (+143% y-o-y)

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 H30,211 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 H 8,902 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.

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 Concern”.

11. CREDIT RATING:

The details of credit rating obtained from the Credit Rating agencies during the financial year are as under:

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 (“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 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.

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

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.

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 (31st ) 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 LLP” 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 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.

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.

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 160.40 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 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:

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

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

• The number of permanent employees on the rolls of the

Company as at 31 March, 2024: 3,650

• 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 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 investors@angelbroking.com.

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.

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 IV”. 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 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.

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.

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.

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:

The authorized share capital of your Company as on

31 March, 2024 was H1,200,000,000 (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.

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.

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:

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

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.

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: Nil

2. Outgo J 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.

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 (“RSUs”) and 784,080 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.

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.

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.

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.

For and on behalf of the Board

Angel One Limited

Dinesh Thakkar

Chairman and Managing Director

(DIN: 00004382)

Place: Mumbai

Date: 15 July, 2024