2. OVERVIEW OF COMPANY'S 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 Company's total revenues
decreased by 2.2% over the previous year to H 50,718
million in FY2026. Profit after tax decreased by
15.9% over the previous year to H 10,227 million
in FY2026.

(iii) On consolidated basis, your Company's total
revenues decreased by 1.8% over the previous year
to H 51,522 million in FY2026, whilst profit after tax
from continuing operations for FY2026 decreased by
21.9% over the previous year to H 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 I 1,00,000/-
each for an amount of I 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 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 athttps://www.angelone.in/
investor-relations/codes-and-policies.

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 two (02)
interim dividends 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. 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 for the year ended 31 March, 2026.

6. BRIEF DESCRIPTION OF YOUR COMPANY'S
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 India's Demat Accounts: 16.7%
( 54 bps y-o-y)

• Share in India's 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 ADTO (on premium basis): I 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: I 20.1 billion

• Wealth Management AUM: I 100.8 billion

• Asset Management AUM: I 3.6 billion

India's 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 long¬
term wealth creation.

Your Company's 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 I 100.8 billion in AUM, serving affluent, HNI and UHNI
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 I 3.6 billion as of 31 March, 2026, across
11 schemes. Together, these platform-led businesses
reinforce Angel One's evolution into a full-stack fintech,
deepening lifecycle engagement while progressively
diversifying revenues beyond broking.

On thefinancial front,your Companyreported consolidated
total income of I 51,522 million in FY2026, compared to
I 52,477 million in FY2025, reflecting a decline of 1.8%
y-o-y. Consolidated profit after tax from continuing
operations stood at I 9,151 million in FY2026, compared

to I 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
I 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
~1 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 a robust 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 India's
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
27 June, 2025 for below members:

1. Mr. Lalit Thakkar

2. Mr. Deepak Thakkar

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) Je:

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 Company's operation in the
future or its status as a "Going Concern”.

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.angelone.in.

15. BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

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

The Board of the Company has 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 theirdeclarationsof independence, as required,
pursuant to the provisions of Section 149(7) of the Act,
stating that they meet the criteria of independence, as

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

Except Ms. Mala Todarwal, none of the Independent,
Non-Executive Directors hold any equity shares of your
Company during the financial year ended 31 March, 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 athttps://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.angelone.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 Requirements)
Regulations, 2015.

Information on the Audit Committee, the Nomination and
Remuneration Committee, the Stakeholders Relationship
Committee, Risk Management Committee, Corporate
Social Responsibility Committee, ESG Committee
(Environment, Social and Governance), Technology® and
Cyber Security Committee and Information Technology
Committee and Cyber Security 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 Company's Thirty First (31^st ) Annual
General Meeting for FY 2026-27.

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

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

The Statutory Auditors of the Company have not reported
any fraud to the Audit Committee or to the Board of
Directors under Section 143(12) of the Companies Act,

2013 read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014.

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

22. COST AUDIT:

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

23. INTERNAL AUDITOR:

The Board of Directors at their meeting held on
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
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:

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 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. 44 to the standalone and
consolidated financial statement respectively, which sets
out related party disclosures pursuant to IND AS-24.

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

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

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

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

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

Accordingly, your Company has spent H 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, NIIT Foundation,
Aajevika Bureau Trust, Kherwadi Social Welfare
Association, Angel One Foundation ('AOF') and Head Held
High Foundation (funding via AOF) and has also made
contribution to Prime Minister's National Relief Fund.

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

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

27. PARTICULARS OF EMPLOYEES:

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

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

*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) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
is available on the website www.angelone.inIn terms
of Section 136(1) of the Act, the Annual Report is being
sent to the Members excluding the aforesaid annexure.
Any Member desirous of obtaining a copy of the said
annexure may write to the Company Secretary or email
at investors@angelone.in.

28. REPORT ON CORPORATE GOVERNANCE:

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

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

29. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

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

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

32. SIGNIFICANT & MATERIAL ORDERS PASSED
BY THE REGULATORS:

a) Your Company was imposed penalty of H 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 H 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 I 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 I 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/DOP/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
I 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 long¬
term strategies, rating the composition and mix of Board
members, discharging of governance and fiduciary
duties, handling critical and dissenting suggestions, etc.

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 H120,00,00,000
(Rupees One Hundred and Twenty Crores), divided into
120,00,00,000 equity shares of H 1 each. Further, pursuant
to the sub-division (split) of the face value of equity shares
from H 10 each to H 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, 2026 was H 1,200,000,000 (Rupees One Hundred
Twenty Crore)

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 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.angelone.in.

The paid up share capital of your Company as on 31 March,
2026 was H 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
your Company.

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

Your Company has in place a policy for prevention of
sexual harassment in accordance with the requirements

Internal Complaints Committee:

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.

of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

Your Company 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:

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: H 4.76 million

2. Outgo: H 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 Company's policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and timely
preparation of reliable financial disclosures.

42. ANGEL BROKING EMPLOYEE LONG TERM
INCENTIVE PLAN 2021:

During the financial year 2025-26, 24,15,549 (6,11,479 was
at face value of I 10 and 18,04,070 was at face value of
I 1) equity 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
page 73 of the Annual 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
Company's remarkable journey spanning over 29 years.

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

For and on behalf of the Board
Angel One Limited

Dinesh Thakkar

Chairman and Managing Director
(DIN: 00004382)

Place: Mumbai
Date: 16 April, 2026