angel broking ltd share price Directors report

To

The Members,

Angel One Limited

(Formerly known as Angel Broking Limited)

Your Directors are pleased to present the 27th 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 (Rs 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 (Rs)	105.90	74.52	106.88	75.72
(N) Diluted EPS (Rs)	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 COMPANYS 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 Companys total income increased by 32.0% over the previous year to Rs30,017 million in FY23. Profit after tax increased by 43.4% over the previous year to Rs8,817 million in FY23. (iii) On consolidated basis, your Companys total income increased by 31.5% over the previous year to Rs30,211 million in FY23, whilst profit after tax from continuing operations for FY23 increased by 42.4% over the previous year to Rs8,902 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 ("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") 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 "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 Companys 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:

Date of the Board Meeting in which Sr. the Interim/Final No. 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	9.60	96.00%
through Circular Resolution

The Board is pleased to recommend a dividend @ 40.00% for the year ended 31 March, 2023, i.e. Rs4.00 per equity share of Rs10 each fully paid up.

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.

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 COMPANYS WORKING DURING THE YEAR:

Your Directors take immense pleasure to inform you that your Companys 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:

• Gross Client Addition:

4.7 million

• Highest Client Base:

13.8 million (+49.5% Y-o-Y)

• Highest share in Indias Demat Accounts:

12.0% (+176 bps Y-o-Y)

• Highest share in Indias Incremental Demat Accounts:

18.4% (+366 bps Y-o-Y)

• Highest ever NSE Active Clients:

4.3 million (+17.1% Y-o-Y)

• Highest share in NSE Active Clients:

13.1% (+196 bps Y-o-Y)

• Highest ever Executed Orders:

926 million (+36.1% Y-o-Y)

• Highest ever Overall ADTO:

Rs13.6 trillion (+110.4% Y-o-Y)

• 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 companys 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 Companys FY23 consolidated total income grew by 31.5% Y-o-Y to Rs30,211 million against Rs22,971 million in FY22, whilst the consolidated profit after tax from continuing operations increased by 42.4% Y-o-Y at Rs8,902 million in FY23 against Rs6,251 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 Rs8.0 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.

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.

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;

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.

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 Companys 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:

Sr. No. Instruments	Ratings	Type of Rating	Name of the Credit Rating Agency
1. Bank Loan Facility Rs ( 45.0 billion)	CRISIL AA-/Stable (Reaffirmed) CRISIL A1+ (Reaffirmed)	Long Term Rating Short Term Rating
2. Long Term Principal Protected Market Linked Debentures ( Rs 1.0 billion)	CRISIL PPMLD AA- /Stable (Assigned)	Long Term Rating	CRISIL Ratings Limited
3. Commercial Papers Rs ( 7.5 billion)	CRISIL A1+ (Reaffirmed) CARE A1+ (Reaffirmed)	Short Term Rating	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 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) Whole-Time 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 ("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.

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 26th (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 Companys 31st (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 "Annexure 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 arms 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 Companys 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 ("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 Rs89.5 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 Rs89.5 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 "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

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

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

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

• 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

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 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 Companys 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 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".

The Board has taken note of the remarks of the Secretarial Auditor and commented as below:

Sr. No. Particulars	Comments
1. The composition of Nomination and Remuneration Committee is not in compliance with the provisions of Regulation 19 of Listing Regulation for the period of 01-04-2022 to 17-05-2022, further the Company has affirmed the said regulation is in compliance in Corporate Governance report for the respective quarters which was erroneous. However, the composition was duly constituted w.e.f. 18-05-2022.	Pursuant to the provisions of the SEBI LODR (Listing Obligations and Disclosure Requirement) Third Amendment Regulations, which came into effect from 01 January, 2022, 2/3rd of the members of the Nomination and Remuneration Committee ("NRC") shall be Independent Directors.
	As on 01 April, 2022, the NRC of the Company had five members out of which three were independent. The Company interpreted that at least 3 members of NRC have to be independent, being 2/3rd of 5 which arrives at 3.33. However, the stock exchanges clarified that the higher number of the decimal is to be considered and the number of independent members of NRC shall be rounded off to 4.
	In view of the above, the Company, reconstituted the NRC on 18 May, 2022 and made good the compliance w.r.t. the composition of NRC.

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. COMPANYS 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 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 FY23:

Date	No. of shares	Remarks
04 April, 2022	59,653	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
19 April, 2022	12,318	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
04 May, 2022	14,482	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
16 May, 2022	22,655	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
16 May, 2022	104,291	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2018
07 June, 2022	48	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
21 June, 2022	60	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
05 July, 2022	83,596	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
05 July, 2022	155,080	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2018
02 August, 2022	2,633	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
28 September, 2022	2,547	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
27 October, 2022	595	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
27 October, 2022	45,080	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2018
24 November, 2022	5,617	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
22 December, 2022	3,683	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
25 January, 2023	4,686	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
25 January, 2023	36,000	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2018
23 February, 2023	4,993	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021
23 March, 2023	3,002	Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan 2021

The authorised share capital of your Company as on

31 March, 2023 was Rs 1,000,000,000 (Rupees One billion)

The paid up share capital of your Company as on

31 March, 2023 was Rs834,197,410 (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/
2. Poonam Chaudhary	Vice President	Officer Presiding 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	Senior Vice	Chairperson/
Anthony	President	Officer Presiding
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 ("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/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.

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

1. Foreign Exchange Earning: Nil

2. Outgo Rs164.7 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 Companys 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 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 ("RSUs") and 440,684 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 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, 6th 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 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

(Formerly known as Angel Broking Limited)

Dinesh Thakkar

Chairman & Managing Director

(DIN: 00004382)

Place: Mumbai

Date: 29 May, 2023