2. OVERVIEW OF COMPANY'S FINANCIAL
PERFORMANCE:

FY2025 has been a year of evolution for your Company,
as it forayed into newer businesses, while delivering a healthy
operating and financial performance.

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

(ii) On a standalone basis, your Company's total revenues
increased by 21.8% over the previous year to H 51,833
million in FY2025. Profit after tax increased by 7.3%
over the previous year to H 12,159 million in FY2025.

(iii) On consolidated basis, your Company's total revenues
increased by 22.6% over the previous year to
H 52,477 million in FY2025, whilst profit after tax for
FY2025 increased by 4.1% over the previous year to
H 11,721 million.

3. SCHEME OF ARRANGEMENT:

The Board of Directors of the Company, basis the
recommendation of the Audit Committee and Committee of
Independent Directors of the Company, at its meeting held
on 09 August, 2023, approved the Scheme of Arrangement

between Angel One Limited ("Transferor Company”) with
Angel Securities Limited ("ASL/Transferee Company 1”) and
Angel Crest Limited ("ACL/Transferee Company 2”) and their
respective shareholders under Section 230 to 232 and other
applicable provisions, if any of the Companies Act, 2013,
subject to requisite shareholders and regulatory approvals.

The Company made an application to Stock Exchanges on
09 August, 2023 to obtain prior approval from the regulators
before submitting the scheme to the National Company
Law Tribunal.

However, The National Stock Exchange of India Limited,
on 31 January, 2025, had conclusively communicated the
return of the application filed by the Company in terms of
provisions of Regulation 37 of the Listing Regulations and
requested the Company to refile the same with additional
documents/ clarifications.

The Board had taken note of various developments within
the Company and in the external environment over the past
few months. After careful consideration of these factors,
the Board believed that it would be prudent, in the interest of
the Company and its stakeholders, to withdraw the proposed
Scheme at this time in its current form.

In view of the above and as per the provisions of the Act, the
Board vide Circular Resolution dated 12 February, 2025, had
decided to withdraw the proposed Scheme.

4. DIVIDEND:

The Board of Directors ("Board”) of your Company have
reviewed and approved the Dividend Distribution Policy
("Policy”) in accordance with the terms of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations”). The Policy was adopted on 16 April,
2018 and was reviewed and approved on 28 January, 2021,
05 May, 2021, 13 October, 2022, 14 October, 2024 and 16 April,
2025 respectively. Further, pursuant to the requirement of
Regulation 43A of the Listing Regulations, the Dividend
Distribution Policy of your Company is appended as
"Annexure I” to this Report and the same is also made
available on the website of your Company. The same can be
accessed at www.angelone.in.

THE DIVIDEND PAYOUT FOR THE FINANCIAL YEAR
UNDER REVIEW IS IN ACCORDANCE WITH YOUR
COMPANY'S DIVIDEND DISTRIBUTION POLICY.

Your Board of Directors has declared and paid two (02) interim
dividends as on the date of the report:

Further Note that, the Board of Directors on 16 April, 2025
has recommended the final dividend of H 26/- per equity
share to the Shareholders for their approval in ensuring AGM.

The dividends that are unclaimed/unpaid for seven years
shall be transferred to the Investor Education and Protection
Fund (IEPF) administered by the Central Government within
the stipulated time period. However, the Company did not
have any obligation to transfer funds to Investor Education
and Protection Fund.

The Company has appointed Ms. Naheed Patel, Company
Secretary, as the Nodal Officer for the purpose of
co- ordination with Investor Education and Protection Fund
Authority. Details of the Nodal Officer are available on the
website of the Company at www.angelone.in.

5. RESERVE AND SURPLUS:

The Board of Directors have decided to retain the entire
amount of profit under Retained Earnings. Accordingly,
your Company has not transferred any amount to General
Reserves for the year ended 31 March, 2025.

6. BRIEF DESCRIPTION OF YOUR COMPANY'S
WORKING DURING THE YEAR:

Your Directors take immense pleasure to inform you that
your Company's strategy of focusing on penetrating deeper
into Tier 2, 3 and beyond cities to provide millennial and

Gen Z clients access to financial products through its digital
platforms, continues to yield positive results in FY2025, as
highlighted below:

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

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

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

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

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

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

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

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

• Overall Retail Equity Turnover Market Share: 19.5% ( 243
bps y-o-y)

India's robust digital infrastructure continues to unlock
new growth opportunities, with digitally savvy consumers
increasingly relying on platforms for their financial needs.
You Company remains well positioned to capture this demand
through intuitive, data-driven digital platforms that offer
seamless onboarding, instant transactions and personalized
engagement, setting new benchmarks in convenience and
client experience.

During FY2025, equity markets reflected mixed sentiments.
While the general elections reinforced policy stability,
sustained FII outflows, muted market conditions and
regulatory developments, in the second half of the financial
year, presented headwinds. Notably, SEBI's True-to-Label
guidelines impacted income streams for trading members.
Your company responded proactively by revising pricing
strategies, such as levying charges on cash delivery
transactions, amongst others, thereby attempting to cushion
the impact on profitability amid evolving regulations.

SEBI's decisive actions to strengthen the derivatives market,
though affecting short-term volumes, reinforced structural
integrity, paving the way for long-term growth.

Throughout the year, your company expanded its Super App
capabilities by adding mutual funds, credit, fixed income and
insurance offerings, reflecting growing client adoption and
deeper engagement. The rising share of third-party product
transactions is a testament to the platform's increasing
relevance in clients' financial journeys.

Significantly, Angel One Asset Management Company
Limited, the wholly owned subsidiary of your company,
launched three mutual fund schemes, garnering an AUM of
H 740 million as of 31^st March 2025. On the wealth management
front, your company's subsidiaries under the Ionic Wealth
brand, received their regulatory licenses and built an AUM
of H 37.9 billion within a few months of their operations.
These initiatives, backed by strong digital capabilities and
a client-first approach, further strengthen your company's
competitive edge as it caters to a holistic client set, across
retail, affluent HNIs and UHNIs, while diversifying its
revenue model.

Your Company's FY2025 consolidated total income grew by
22.6% y-o-y to H 52,476 million against H 42,798 million in
FY2024, whilst the consolidated profit after tax increased by
4.1% y-o-y to H 11,721 million against H 11,256 million in FY2024.

During the year, your company generated robust operating
profit before working capital changes of H 20.3 billion.
Majority of this, was deployed for client funding book
and as margins with exchanges. To meet the growing
working capital requirements and to fund the client
funding book, the company raised H 8.6 billion in debt. Your
company commissioned its disaster recovery data center
and continued to invest in augmenting its technology
infrastructure, with a focus to make the business future
ready. The company raised equity through QIP in April 2024,
leading to a cash inflow of H 15 billion. This led to a net decline
in cash and cash equivalent by H 2.8 billion in FY2025, to close
the year cash and cash equivalent at H 7.6 billion.

Your Company, with technologically advanced and best-in¬
class product suite, competitive pricing plan, aggressive
client acquisition strategy and a healthy balance sheet, is
well positioned to capture the immense growth opportunities,
going forward.

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

In terms of Regulation 31A of SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Company has
filed an application with stock exchanges on 02 December,
2024 for obtaining approval for Reclassification of below
mentioned Shareholders of the Company from Promoter/
Promoter Group category to public category, However the
Company is yet to receive the said approval:

1. Mr. Lalit Thakkar

2. Mr. Deepak Thakkar

3. Mr. Sunita Magnani

4. Mrs. Bhagwani Thakkar

5. Mrs. Ramchandani Jaya Prakash

6. Mr. Mohit Jairam Chanchlani

7. Mr. Raaj Ashok Magnani

8. Mr. Dinesh Chandwani

9. Mr. Harish Chandwani

10. Mr. Jyoti Chandwani

11. Mr. Kajal Dhanwani

12. Mrs. Naina Kotwani

13. Mrs. Nanki Chandwani

14. Mrs. Priyaben Lalwani

15. Mrs. Shantiben Kotwani

16. Mr. Ashok Magnani

17. Mr. Haresh Magnani

18. Mrs. Jyotiben lalwani

19. Mr. Prem Kotwani

20. Ms. Meena Khimnani

8. LISTING FEES:

Your Company has paid the requisite Annual Listing
Fees to National Stock Exchange of India Limited
(Symbol: ANGELONE) and BSE Limited (Scrip Code: 543235),

where its securities are listed.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the
Board of Directors of your Company, to the best of their
knowledge, belief and ability and explanations obtained by
them, confirm that:

a) in the preparation of the annual financial statements
for the financial year ended 31 March, 2025, the
applicable accounting standards have been followed;
and there are no material departures from prescribed
accounting standards;

b) Your Company has selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent, so as
to give a true and fair view of the state of affairs of your
Company, at the end of the financial year; and of the
profit and loss of your Company, for that period;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of your
Company and for preventing and detecting fraud; and
other irregularities;

d) the annual financial statements have been prepared on
a going concern basis;

e) the directors, have laid down internal financial
controls to be followed by your Company and that
such internal financial controls are adequate and were
operating effectively.

f) the directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

10. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of your
Company during the financial year.

11. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
YOUR COMPANY:

There were no material changes and commitments, affecting
the financial position of your Company and which could have
an impact on your Company's operation in the future or its
status as a "Going Concern”, between the end of FY 2024-25
and the date of this report.

13. AWARD AND RECOGNITIONS:

The Company received various awards and recognitions
during the year. Details of the same form part of this report,
on page number 7.

14. ANNUAL RETURN:

Pursuant to the requirement under Section 92(3) of the
Companies Act, 2013, copy of the annual return can be
accessed on our website www.angelone.in

15. BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

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

The Board of the Company has 10 (Ten) Directors comprising
of 1 (One) Managing Director, 3 (Three) Whole Time Directors*,
1 (One) Non-Executive Director and 5 (Five) Independent
Directors. The Key Managerial Personnel comprises of Group
Chief Executive Officer**, Group Chief Financial Officer and
Company Secretary and Compliance Officer.

The complete list of Directors and Key Managerial Personnel
of the Company has been provided in the Report on Corporate
Governance forming part of this Annual Report.

Note: * Mr. Ambarish Kenghe (DIN:10949234) was appointed as an
Whole Time Director in the Board Meeting held on 16 April, 2025.

** Mr. Ambarish Kenghe was appointed as Group Chief Executive
Director of the Company wef 05 March, 2025.

16. RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act, 2013,
Mr. Amit Majumdar (DIN: 01633369) would retire by rotation at the
forthcoming Annual General Meeting ("AGM") and being eligible for
re-appointment has offered himself for re-appointment till the
next Annual general meeting. Your Directors have recommended
his re-appointment for the approval of the shareholders, in the
ensuing Annual General Meeting of your Company.

17. DECLARATION OF INDEPENDENT
DIRECTORS:

All the Independent Directors of your Company have
submitted their declarations of independence, as required,
pursuant to the provisions of Section 149(7) of the Act, stating
that they meet the criteria of independence, as provided in

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

Except Ms. Mala Todarwal, none of the Independent, Non¬
Executive Directors hold any equity shares of your Company
during the financial year ended 31 March, 2025.

Refer Corporate Governance Report for detail of shareholding
of directors. Except as mentioned in the Corporate
Governance Report, none of the other Directors hold any
shares in the Company.

None of the Directors had any relationships inter-se.

Further, all the Independent Directors of your Company have
confirmed their registration / renewal of registration, on
Independent Directors' Databank.

18. FAMILIARISATION PROGRAMMES:

Your Company has familiarised the Independent Directors,
with regard to their roles, rights, responsibilities, nature of
the industry in which your Company operates, the business
model of your Company etc.

The Familiarisation Programme was imparted to the
Independent Directors on 13 March, 2025 and during the
meetings of the Board of Directors.

The Familiarisation Programme for Independent Directors is
uploaded on the website of your Company, and is accessible
at www.angelone.in

19. CODE OF CONDUCT:

Your Company has in place, a Code of Conduct for the Board
of Directors and Senior management personnel, which
reflects the legal and ethical values to which your Company is
strongly committed. The Directors and Senior management
personnel of your Company have complied with the code as
mentioned hereinabove.

The Directors and Senior management personnel have
affirmed compliance with the Code of Conduct applicable
to them, for the financial year ended 31 March, 2025. The
said code is available on the website of your Company at
www.angelone.in

20. MEETINGS OF BOARD OF DIRECTORS AND
COMMITTEES:

The Board met 4 times during the financial year 2024-25,
the details of which are given in the Corporate Governance
Report forming part of the Annual Report. The maximum

interval between any two meetings did not exceed 120 days,
as prescribed in the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Information on the Audit Committee, the Nomination and
Remuneration Committee, the Stakeholders' Relationship
Committee, Risk Management Committee, Corporate Social
Responsibility Committee, ESG Committee (Environment,
Social and Governance), Technology And Cyber Security
Committee and Information Technology Committee and
meetings of those Committees held during the year is given
in the Corporate Governance Report.

21. AUDITORS AND COMMENTS ON AUDITORS
REPORT:

Pursuant to the provisions of Section 139(2) of the Act and the
rules made thereunder, the members at their Twenty Sixth
(26^th ) Annual General Meeting (AGM) of your Company held on
31 May, 2022, approved the appointment of M/s. S. R. Batliboi
& Co. LLP (Firm Registration Number - 301003E/E300005)
as the Statutory Auditors of your Company, for a period of 5
(five) years i.e. till the conclusion of your Company's Thirty
First (31^st ) Annual General Meeting for FY 2026-27.

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

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

The Statutory Auditors of the Company have not reported
any fraud to the Audit Committee or to the Board of Directors
under Section 143(12) of the Companies Act, 2013 read with
Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

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

22. COST AUDIT:

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

23. INTERNAL AUDITOR:

The Board of Directors at their meeting held on 17 April,
2024 had appointed M/s. KPMG Assurance and Consulting
Services LLP, Chartered Accountants, as Internal Auditors of
the Company for the period from April 2024 to March 2025 to
conduct the internal audit of the various areas of operations
and records of the Company.

The periodic reports of the said internal auditors are regularly
placed before the Audit Committee along with the comments of
the management on the action taken to correct any observed
deficiencies on the working of the various departments.

The separate audited financial statements in respect of
each of the subsidiary companies are open for inspection
and are also available on the website of your Company at
www.angelone.in.

Pursuant to the requirements of Regulation 34 (3) read with
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, the details of Loans/
Advances made to and investments made in the subsidiary
have been furnished in Notes forming part of the Accounts.

Further, the Company does not have any joint venture or
associate companies during the year or at any time after the
closure of the year and till the date of the report.

25. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES:

All related party transactions that were entered with your
Company, during the financial year under review were on
arm's length basis and were in the ordinary course of the
business. In terms of the Act, there were no materially
significant related party transactions entered into by your
Company with its Promoters, Directors, Key Managerial
Personnel, its wholly-owned subsidiary companies and
step down subsidiary companies or other designated
persons, which may have a potential conflict with the
interest of your Company at large, except as stated in the
Financial Statements.

Hence, the disclosure of related party transactions as
required under Section 134(3)(h) of the Companies Act, 2013
in Form AOC 2 is not applicable to your Company. Member may
refer to note no. 43 and 44 to the standalone and consolidated
financial statement respectively, which sets out related
party disclosures pursuant to IND AS-24

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

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

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

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

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

Accordingly, your Company has spent H 240.17 million,
towards the CSR activities during FY 2024-25.

Your Company has undertaken CSR activities for Promoting
Livelihood Enhancement Projects by skill development of
youth through Implementing agency like Trust for Retailers
and Retail Associates of India (TRRAIN), Raah Foundation,
Sambhav Foundation, New Resolution India (Bright Future),
Anudip Foundation for Social Welfare, NIIT Foundation,
Aajevika Bureau Trust and Kherwadi Social Welfare
Association (KSWA), for an amount of H 240.17 million.

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

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

27. PARTICULARS OF EMPLOYEES:

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

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

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

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

• average percentile increase already made in the salaries
of employees other than the managerial personnel
in the last financial year and its comparison with the
percentile increase in the managerial remuneration
and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial
remuneration: None

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

• Pursuant to Section 197(14) of the Companies Act,
2013, No Director was disqualified for receiving any
remuneration or commission from the Company during
the period under review

The statement containing particulars of remuneration of
employees as required under Section 197(12) of the Act,
read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
is available on the website www.angelone.in In terms of
Section 136(1) of the Act, the Annual Report is being sent
to the Members excluding the aforesaid annexure. Any
Member desirous of obtaining a copy of the said annexure
may write to the Company Secretary or email at investors@
angelone.in.

28. REPORT ON CORPORATE GOVERNANCE:

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

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

29. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report
prepared pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of
this Annual Report.

30. SECRETARIAL AUDITOR AND
SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI Listing Regulations, M/s. MMJB
Associates & LLP, Company Secretaries were appointed
as Secretarial Auditor on 17 April, 2024, to undertake the
secretarial audit of your Company for FY25.

The report of the Secretarial Auditor, in the prescribed Form
MR-3 is annexed to this report as "Annexure IV”.

The Secretarial Auditors' Report for FY25 does not contain
any qualification, reservation or adverse remark, except as
mentioned in the form MR-3 which is annexed to this report
as "Annexure IV”.

Your Company does not have any material subsidiary.
Therefore, the provisions relating to the Secretarial Audit
of material subsidiary, as mentioned in Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements),
2015, is not applicable to your Company.

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

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

32. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS:

a) Your Company applied for settlement to SEBI on
15 May, 2024 in response to the show cause notice
received on 24 April, 2024 pertaining to violations of
SEBI Circulars dated 22 March, 2018, and 06 November,
2009, as well as Clauses A(2) and A(5) of the Code
of Conduct specified under Schedule II read with
Regulation 9(f) of the Stock Brokers Regulations. SEBI
accepted the application and passed a Settlement Order
dated 27 September, 2024, for a settlement amount of
H 21,64,500, which the Company has duly remitted.

b) Your Company received a common Settlement Order
dated 25 October, 2024 in response to the Show Cause
Notice issued on 12 March, 2024, requiring the payment
of a settlement amount of H5,74,56,000/-, which the
Company has duly remitted.

Apart from mentioned above there were no significant and/or
material orders passed by the regulators, courts or tribunals,
impacting the going concern status and future operations of
your Company.

33. BOARD EVALUATION:

The Nomination and Remuneration Policy of your Company
empowers the Nomination and Remuneration Committee
to formulate a process for effective evaluation of the
performance of Individual Directors, Committees of the
Board and the Board as a whole.

The Board of Directors formally assess their own performance
based on parameters which, inter-alia, include performance
of the Board on deciding long-term strategies, rating the
composition and mix of Board members, discharging of
governance and fiduciary duties, handling critical and
dissenting suggestions, etc.

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

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17(10) of SEBI (LODR) Regulations, 2015, the
Board of Directors has carried out an annual performance
evaluation of its own performance, that of its Committees
and Individual Directors. The evaluation was conducted on
the basis of a structured questionnaire considering various
criteria such as composition, strategic inputs, risk oversight,
decision-making quality and engagement.

The authorised share capital of your Company as on
31 March, 2025 was H 1,200,000,000 (Rupees One Hundred
Twenty Crore only)

The feedback was collected and reviewed by the Independent
Directors and shared with the Board. The outcome of the
evaluation was discussed and it was noted that the Board as
a whole, its Committees and Individual Directors continue
to function effectively and contribute meaningfully to the
Company's governance and growth.

Based on the outcome of the performance evaluation
exercise, areas for further development are identified for
the Board to engage itself with; and the same would be
acted upon.

The details of the evaluation process are set out in the
Corporate Governance Report, which forms a part of this
Annual Report.

The Board Evaluation policy is available in the public domain

i.e. on the website of your Company at www.angelone.in.

34. NOMINATION AND REMUNERATION POLICY

Your Company has in place a Nomination and Remuneration
Policy, formulated in accordance with Section 178 of the Act
and the SEBI Listing Regulations, and the same is available
on the Company's website at www.angelone.in. The Policy
provides guidance on the selection and nomination of
Directors to the Board of the Company, the appointment of
Senior Management Personnel, and captures the Company's
Leadership Framework for its employees. It explains the
principles of overall remuneration, including short-term
and long-term incentives payable to Executive Directors,
Key Managerial Personnel, Senior Management, and other
employees of the Company. The remuneration paid to
Executive Directors, Key Managerial Personnel, and Senior
Management is in accordance with the Policy.

The paid up share capital of your Company as on 31 March,
2025 was H 902,940,370 (Rupees Ninety Crore Twenty Nine
Lakh Forty Thousand Three Hundred and Seventy only).

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

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

37. REPORTING OF FRAUD:

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

Following are the details of the complaints received by your
Company during FY 2024-25

41. WHISTLE-BLOWER POLICY/ VIGIL
MECHANISM:

Pursuant to Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 read with Section 177(10) of the
Companies Act, 2013 ("Act") and Regulations 22 of the Listing
Regulations your Company has adopted a Vigil Mechanism
Framework ("Framework"), under which the Vigilance
Committee ("the Committee") has been set up. The objective
of the Framework is to establish a redressal forum, which
addresses all concerns raised on questionable practices and
through which the Directors and employees can raise actual
or suspected violations.

38. DEPOSITS:

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

39. LOAN FROM DIRECTORS OR THEIR
RELATIVES:

During the year under review, there are no loan taken from
the Directors or their relatives by the Company.

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

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

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

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

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

1. Foreign Exchange Earning: H 2.21/- millions

2. Outgo: H 442.69/- millions

43. INTERNAL FINANCIAL CONTROL:

The Board of Directors of your Company have adopted
policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence
to your Company's policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and timely
preparation of reliable financial disclosures.

44. ANGEL BROKING EMPLOYEE LONG-TERM
INCENTIVE PLAN 2021:

During the financial year 2024-25, 4,15,031 equity shares
were allotted to the ESOP grantees who had exercised the
option attached to the Angel Broking Employee Long-Term
Incentive Plan 2021respectively.

During FY 2024-25 the Board has granted, 1,340,628
Restrictive Stock Units ("RSUs") and 240,733 Performance
Stock Units ("PSUs") under LTI Plan 2021, to eligible
employees of your Company and its subsidiaries.

The particulars required to be disclosed pursuant to the SEBI
(Share-Based Employee Benefits) Regulations, 2014 and Rule
12(9) of the Companies (Share Capital and Debentures) Rules,
2014 are appended as "Annexure V" to the Directors' Report.

45. BUSINESS RISK MANAGEMENT:

Risk Management plays a key role in business strategy
and planning discussions. The same has been extensively
covered in the Management Discussion and Analysis on page
number 76 of the Annual Report.

46. GENERAL CONFIRMATIONS

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

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

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

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

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

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

6. No application has been made by a financial or
operational creditor or by the company itself, under
the Insolvency and Bankruptcy Code, 2016.

7. The Company has not entered into any One-Time
Settlement with Bank's or Financial Institutions
and therefore, no details of Valuation in this regard
are available.

47. COMPLIANCE WITH SECRETARIAL
STANDARDS:

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

48. GROUP CHIEF EXECUTIVE OFFICER (GCEO)
AND GROUP CHIEF FINANCIAL OFFICER
(GCFO) CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing
Regulations, the GCEO and GCFO of your Company have
certified the accuracy of the Financial Statements, the Cash
Flow Statement and adequacy of Internal Control Systems
for financial reporting for the financial year ended 31 March,
2025. Their Certificate is annexed to this Directors' Report.

49. APPRECIATION AND
ACKNOWLEDGEMENTS:

Your Directors express their heartfelt gratitude to all the
stakeholders of the business, who have wholeheartedly supported
the Company, in its prolific journey, over more than 28 years.

Your Directors also wish to place on record their deep
sense of acknowledgement for the devoted and efficient
services rendered by each and every employee of the Angel
Family, without whose whole-hearted efforts, the overall
satisfactory performance would not have been possible.

Your Directors look forward to the long-term future
with confidence.

For and on behalf of the Board
Angel One Limited

Dinesh Thakkar

Chairman and Managing Director
(DIN: 00004382)

Place: Mumbai
Date: 14 May, 2025