Angel One Ltd Directors Report

Directors Report

To,

The Members,

Angel One Limited

Your Directors are pleased to present the 30^th Annual Report on the business and operations of Angel One Limited together with the audited financial statements for the financial year ended 31 March, 2026.

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, 2026, is as under:

				(Rs.in Mn)
	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
(A) Total Income	50,717.74	51,833.06	51,522.34	52,476.69
(B) Finance Costs	4,362.46	2,916.51	4,367.49	2,948.03
(C) Fees and Commission Expense	7,204.75	8,245.68	7,202.40	8,246.39
(D) Total Net Income (D=A-B-C)	39,150.53	40,670.87	39,952.45	41,282.27
(E) Operating Expenses	24,247.89	23,331.63	25,983.59	2,43,28.56
(F) Earnings Before Depreciation, Amortisation and Tax(F=D-E)	14,902.64	17,339.24	13,968.86	16,953.71
(G) Depreciation, Amortisation and Impairment	1,172.57	995.06	1,249.99	1,034.21
(H) Profit before share of associate company and tax	13,730.07	16,344.18	12,718.87	15,919.5
(H=F-G)
(1) Share of profit /(loss)of associate company	-	-	(1.30)	-
(J) Profit before tax (J=H-I)	13,730.07	16,344.18	12,717.57	15,919.5
(K) Total Income Tax Expense	3,502.96	4,184.72	3,566.58	4,198.69
(L) Profit For The Year (L=J-K)	10,227.11	12,159.46	9,150.99	11,720.81
(M) Basic EPS( Rs.)*	11.28	13.49	10.09	13.00
(N) Diluted EPS( Rs.)*	11.01	13.16	9.85	12.68
(0) Opening Balance of Retained Earnings	33,606.62	23,466.51	33,402.63	23,705.90
(P) Closing Balance of Retained Earnings	37,797.51	33,606.62	36,509.05	33,402.63

""Earnings per share and weighted average number of shares outstanding for basic and diluted EPS for the year ended 31 March, 2025 have been adjusted retrospectively for the sub-division of shares.

2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

FY2026 reflected resilient financial performance, supported by strong client engagement and platform strength.

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

(ii) On a standalone basis, your Companys total revenues decreased by 2.2% over the previous year to Rs. 50,718 million in FY2026. Profit after tax decreased by 15.9% over the previous year to Rs. 10,227 million in FY2026.

(iii) On consolidated basis, your Companys total revenues decreased by 1.8% over the previous year to Rs. 51,522 million in FY2026, whilst profit after tax from continuing operations for FY2026 decreased by 21.9% over the previous year to Rs.9,151 million.

3. ISSUANCE OF NON-CONVERTIBLE DEBENTURES (NCD):

During the year under review the Company has allotted 5,000 fully paid secured rated listed redeemable non - convertible debentures of face value of Rs. 1,00,000/- each for an amount of Rs. 500 million on a private placement basis. The details of the Debenture Trustee of the Company are as under:

Catalyst Trusteeship Limited, 901, 9^th Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel(W), Mumbai -400 013, Maharashtra, 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, 05 May, 2021, 13 October, 2022, 14 October, 2024 respectively. Further, pursuant to the requirement of Regulation 43Aof 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 https://www.anaelone.in/ investor-relations/codes-and-policies.

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 two (02) interim dividends as on the date of the report:

Sr. No.	Date of the Board Meeting in which the Interim/Final Dividend were declared	Dividend per share ( Rs.)	Dividend paid as a percentage of the face value of equity share
1	09 June, 2025 (Final Dividend at face value ^ 10)	26.00	260.00%
2	15 January, 2026 (1st Interim Dividend at face value Rs. 10)	23.00	230.00%
3	20 March, 2026 (2nd Interim Dividend at face value Rs. 1)	1.75	175.00%

The Company has appointed Ms. Naheed Patel, Company Secretary, as the Nodal Officer for the purpose of coordination with Investor Education and Protection Fund Authority. Details of the Nodal Officerare available on the websiteof the Com pan vat www.anaelone.in.

5. RESERVES 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 forthe year ended 31 March, 2028.

6. BRIEF DESCRIPTION OF YOUR COMPANYS WORKING DURING THE YEAR:

The Board of Directors is pleased to present the performance of Angel One for FY2026. During the year, the Company continued to advance its strategic transformation into a diversified, technology-led financial services platform. Despite moderated market activity, performance remained resilient, supported by strong client growth, improving premium market share, and continued scale-up of new business lines.

Key Operating Highlights:

• Gross Client Addition: 6.9 million

• Highest Client Base: 37.4 million (+20.5% y-o-y)

• Historic best share in Indias Demat Accounts: 16.7% (+54 bps y-o-y)

• Share in Indias Incremental Demat Accounts: 19.9% (-148 bps y-o-y)

• NSE Active Clients: 6.8 million (-10.8% y-o-y)

• Share in NSE Active Clients: 14.8% (-61 bps y-o-y)

• Executed Broking Orders: 1.5 billion (-10.9% y-o-y)

• Highest ever Overall ADT0 (on premium basis): Rs. 1.6 trillion (+86.7% y-o-y)

• Highest ever Overall Retail Equity Turnover Market Share (on premium basis): 20.2% (+75 bps y-o-y)

• Credit distribution: Rs.20.1 billion

• Wealth Management AUM: Rs. 100.8 billion

• Asset Management AUM: Rs.3.6 billion

Indias accelerating financialisation, supported by widespread smartphone adoption, continues to drive platform-led consumption of financial services. As clients increasingly prefer integrated digital ecosystems across investing, wealth, credit and protection, your Company is well positioned to capture this opportunity through its Al-powered Super App - enabling seamless, personalised financial journeys from onboarding to longterm wealth creation.

Your Companys diversified business architecture enhances resilience by balancing transaction-led and annuity-oriented revenues. Angel One Wealth Limited, a wholly owned subsidiary, spearheading the Wealth Management business through its 2 wholly owned subsidiaries, scaled the wealth management business to Rs. 100.8 billion in AUM, serving affluent, HNI and UHN clients through a technology-enabled, portfolio-centric model that combines institutional-grade expertise with data-driven insights.

Your Company further scaled its credit distribution platform by leveraging AI/ML-driven models and proprietary data to intelligently match clients with appropriate lending partners, enabling efficient and responsible credit origination.

Angel One Asset Management Company Limited, a wholly owned subsidiary, is building the asset management business, continued to build scale during FY2026, with its AUM reaching Rs. 3.6 billion as of 31 March, 2026, across 11 schemes. Together, these platform-led businesses reinforce Angel Ones evolution into a full-stack fintech, deepening lifecycle engagement while progressively diversifying revenues beyond broking.

On the financial front, your Company reported consolidated total income of Rs. 51,522 million in FY2026, compared to Rs. 52,477 million in FY2025, reflecting a decline of 1.8% y-o-y. Consolidated profit after tax from continuing operations stood at Rs. 9,151 million in FY2026, compared to Rs. 11,721 million in FY2025, a decrease of 21.9% y-o-y, reflecting the impact of evolving market conditions.

During the year, your Company generated robust operating profit before working capital changes of Rs. 19.6 billion. A significant portion of this was deployed towards scaling the client funding book and meeting margin requirements with clearing corporations. To support incremental working capital requirements and the client funding book, your company raised 45.0 billion in additional borrowings. Investments were also made towards strengthening technology infrastructure, including augmentation of the disaster recovery data center capacity. Consequently, free cash flow for the year was negative, funded through higher net borrowings.

Backed by arobust technology platform, most competitive pricing, strong client acquisition capabilities and a healthy balance sheet, your Company remains well positioned to capitalise on the long-term growth opportunity in Indias financial services landscape.

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

The Company had filed an application with stock exchanges on 02 December, 2024 for obtaining approval for Reclassification of below mentioned shareholders from Promoter/Promoter Group category, However Ms. Bhagwani Thakkar, holding 85,000 shares (0.09%) in the Company, a member of the Promoter group, had submitted a request to withdraw her application for reclassification from the promoter category to the public category. After due consideration, the Company received the said approval from the Stock Exchanges on 27June, 2025forbelowmembers:

1. Mr. Lalit Thakkar

2. Mr. DeepakThakkar

3. Mr. Sunita Magnani

4. Mrs. Ramchandani Jaya Prakash

5. Mr. Mohit Jairam Chanchlani

6. Mrs. Jyoti Chandwani

7. Mrs. Nanki Chandwani

8. Mr. Haresh Magnani

9. Mr. Ashok Magnani

10. Mrs. Priyaben Lalwani

11. Mrs. Shantiben Kotwani

12. Mrs. Jyotiben lalwani

13. Mr. Prem Kotwani

14. Mrs. Meena Khimnani

15. Mrs. Naina Kotwani

16. Mrs. Kajal Dhanwani

17. Mr. Dinesh Chandwani

18. Mr. Raaj Ashok Magnani

19. Mr. Harish Chandwani

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, 2026, 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 between the end of FY 2025-26 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".

12. 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
i.	Bank Loan Facility ( Rs.75 billion)	ICRA AA-(Stable)	Long-Term Rating	ICRA LIMITED
		ICRAA1+	Short-Term Rating
2.	Non-Convertible Debentures ( Rs.500 million)	ICRA AA-(Stable)	Long-Term Rating	ICRA LIMITED
3.	Commercial Papers	CAREA1+	Short-Term Rating	CARE Ratings Limited
	( Rs. 50 billion)	ICRAA1 +		ICRA LIMITED

13. AWARDS AND RECOGNITIONS:

The Company received various awards and recognitions during the year. Details of the same form part of this report, on page number 22.

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.anaelone.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 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.

Note: Mr. Ketan Shah (DIN: 01765743) resigned as Whole-Time Director of the Company w.e.f. 18 July, 2025.

16. RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. Krishna Iyer (DIN: 01954913) 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.

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(B) 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, 2026.

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 06 January, 2026, 16 March, 2026 and 23 March, 2026 during the year.

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.

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, 2026. The said code is available on the website of your Company at https://www.anaelone.in/investor-relations/codes-and- policies.

20. MEETINNG OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 6 times during the financial year 2025-26, 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 Reguirements) 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 Committeeand CyberSecurity and Information Technology Committee 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 Companys 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 fora 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 16 April, 2025 have appointed M/s. KPMG Assurance and Consulting Services LLP, Chartered Accountants, as Internal Auditors of the Company for the period from April 2025 to March 2026 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, 2026, your Company had 10 (Ten) 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 CompaniesAct,2013;andforms 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:

Sr. No.	Name of the Company	Type	Objective
i.	Angel One Livwell Life Insurance Limited	Associate	To undertake, transact and carry on in India, subject to and in accordance with the provisions of the Insurance Act, 1938, the Insurance Regulatory and Development Authority Act, 1999, and other applicable laws, rules, and regulations as amended and applicable from time to time, all class or classes of life insurance and assurance business (whether of a kind now known or hereinafter devised), either individually or in association with any other person or entity, including but not limited to (and without prejudice to the generality of the foregoing) the business of establishing, organising, managing, promoting, conducting, sponsoring, operating, developing, and commercialising life insurance and assurance business, and such other business or any incidental business as permitted to be undertaken by a life insurance company under applicable laws.

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.anaelone.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.

Except as disclosed hereinabove, the Company does not have any other 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 were on arms 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. 44 to the standalone and consolidated financial statement respectively, which sets out related party disclosures pursuant to INDAS-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.anaelone.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 programme, your Company sets the goal of reaching a balance that integrates human, environmental and community resources. By means of integrating and embedding CSR into its business operations and participating proactively in CSR initiatives, your Company intends to contribute continuously to global sustainable development efforts.

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

Accordingly, your Company has spent Rs. 291.22 million, towards the CSR activities during FY 2025-26.

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, Raah Foundation, Sambhav Foundation, NUT Foundation, Aajevika Bureau Trust, Kherwadi Social Welfare Association, Angel One Foundation (A0F) and Head Held High Foundation (funding via A0F) and has also made contribution to Prime Ministers National Relief Fund.

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

The report on the CSR activities of your Company is appended asAnnexure 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, 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	114.40	-24.16%
Mr. Amit Majumdar	27.29	-23.26%
Group Chief Executive Officer
Mr. Ambarish Kenghe	164.62	27.67%
Group Chief Financial Officer
Mr. Vineet Agrawal	27.85	-28.18%
Company Secretary
Ms. Naheed Patel	6.27	-12.69%

*Ketan Shah resigned as Whole-Time Director w.e.f. 18 July, 2025 and

hence his details are not disclosed

• Percentage increase in the median remuneration of employees in the financial year: 19.43%

• The number of permanent employees on the rolls of the Company as at 31 March, 2026: 2,934

• 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)oftheCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available on the website www.anaelone.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 investorscaanaelone.in.

28. REPORT ON CORPORATE GOVERNANCE:

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

M/s. U. Hegde & Associates, 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.

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility Sustainability Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this 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. U.Hegde & Associates, Company Secretaries were appointed as Secretarial Auditor on 16 April, 2025, to undertake the secretarial audit of your Company for FY26.

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, do not apply to your Company.

31. 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.

32. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

a) Your Company was imposed penalty of Rs. 5,74,400/- by National Stock Exchange through action letter dated 30 September, 2025, for incorrect reported margin collection from clients in case of 111 instances out of 5,63,670 total instances amounting to Rs. 1,14,87,853.46 and with respect to reporting of incorrect data for segregation and monitoring of collateral at client level to Clearing Member/Clearing Corporation issued advisory that the Company must ensure that the data is verified before submission to the Exchange/ Clearing Member/ Clearing Corporation.

b) Your Company had filed settlement application with SEBI proposing to settle the instant proceedings initiated against the Company vide SCN dated 16 April, 2025, without any admission or denial of the findings of fact and conclusions of law. Later, your Company had submitted Revised Settlement Terms (RST) vide email dated 23 June, 2025 wherein the Company proposed to offer Rs. 34,57,145 (Thirty Four Lakhs Fifty Seven Thousand One Hundred and Forty Five Rupees). The same was duly accepted and the Company remitted the said amount. On receipt of settlement amount, adjudication proceedings initiated against the Company was disposed.

c) Your Company was imposed penalty of Rs. 3,00,000/- by SEBI and NSE non-compliances such as operation of terminals by unapproved/ unauthorised user, non- availability of the terminals at the reported locations.

d) SEBI conducted examination to ascertain whether the association of the stock brokers with algo platforms is in in violation of SEBI Circular SEBI/HO/ MIRSD/D0P/P/CIR/2022/117 dated September 02, 2022 and Clause A (2) & A (5) of Schedule II for Code of Conduct read with Regulation 9 of SEBI (Stock Brokers) Regulations, 1992 (hereinafter referred to as the "SB Regulations"), observed that Application Programming Interface of 122 stock brokers which included your Company Angel One Limited(AOL) remained integrated with certain algo platforms where description of algo strategies contained guaranteed returns/consistent profit and the act of association with aforesaid algo platforms by 122 stock brokers was allegedly found to be in violation of aforesaid SEBI Circular and SB Regulations. Your Company made an application to avail the benefit of the Scheme and remitted the specified amount of Rs. 1,00,000/-. There was no penalty levied by SEBI. Apart from the mentioned above 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.

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 longterm strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

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

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

34. CHANGES IN SHARE CAPITAL:

Your Company had made following allotments during FY 2025-26:

Date	No. of shares*	Remarks
29 April, 2025	1,33,906	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
22 May, 2025	49,342	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
27 June, 2025	68,486	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
30 July, 2025	92,397	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
29 August, 2025	30,418	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
30 September, 2025	48,342	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2018
30 October, 2025	90,821	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
27 November, 2025	31,590	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
30 December, 2025	16,140	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
30 January, 2026	24,851	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
12 February, 2026	25,186	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021
30 March, 2026	18,04,070	Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan 2021

‘Until 12 February, 2026, the allotment was made at the face value of Rs. 10 per share, and from 30 March, 2026 onward, the allotment was made at the face value of Rs.1 per share.

The Board of Directors had approved the alteration of Clause V(a) of the Memorandum of Association of the Company. Consequently, the Authorised Share Capital of the Company stands revised to Rs.120,00,00,000 (Rupees One Hundred and Twenty Crores), divided into 120,00,00,000equitysharesof Rs.1 each. Further, pursuant to the sub-division (split) of the face value of equity shares from Rs. 10 each to Rs. 1 each, fully paid-up, as approved by the shareholders through a postal ballot on 18 February, 2026, the Company has effected the corresponding changes in its share capital structure.

The authorised share capital of your Company as on 31 March, 2026was Rs. 1,200,000,000(Rupees One Hundred Twenty Crore)

The paid up share capital of your Company as on 31 March, 2026 was Rs. 91,08,59,230 (Rupees Ninety One Crores Eight Lakhs Fifty Nine Thousand Two Hundred and Thirty only).

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

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

36. DEPOSITS:

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

37. REPORTING OF FRAUD:

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

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

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

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

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

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

Internal Complaints Committee:

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

All employees (permanent, contractual, temporary and trainees) are covered under this policy. Following are the details of the complaints received by your Company during FY 2025-26.

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

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 orsuspected violations.

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

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

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

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

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

1. Foreign Exchange Earning: T4.76 million

2. Outgo: Rs.800.01 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 LONG TERM INCENTIVE PLAN 2021:

During the financial year 2025-26, 24,15,549(6,11,479 was at face value of Rs. 10 and 18,04,070 was at face value of Rs. 1) eguity shares were allotted to the ESOP grantees who had exercised the option attached to the Angel Broking Employee Long Term Incentive Plan 2021 respectively.

During FY 2025-26 the Board has granted 95,64,456 Restrictive Stock Units ("RSUs") 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 page73 of theAnnual Report.

44. GENERAL CONFIRMATIONS:

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

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

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

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

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

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

45. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

46. GROUP CEO AND GROUP CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing Regulations, the Group CEO and Group 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, 2026. Their Certificate is annexed to this Directors Report.

47. 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.

48. APPRECIATION AND ACKNOWLEDGEMENTS:

Your Directors express their sincere gratitude to all stakeholders for their unwavering support throughout the Companys remarkable journey spanning over29years.

Your Directors also wish to place on record their deep appreciation for the devoted and efficient services rendered by each and every employee. The Companys satisfactory performance stands as a reflection of their wholehearted efforts and commitment.

For and on behalf of the Board

Angel One Limited

DineshThakkar

Chairman and Managing Director

(DIN: 00004382)

Place: Mumbai

Date: 16 April, 2026