Directors' Report
To,
The Members,
Angel One Limited
Your Directors are pleased to present the 30th 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 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 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 Company's 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, 9th 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
Company's 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 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 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
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 longterm 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 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 One's 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 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 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 Company's 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 (26th) Annual General Meeting (AGM) of your
Company held on 31 May, 2022, approved the appointment of M/s. S. R. Batliboi & Co.
LLP (Firm Registration Number - 301003E/E300005) as the Statutory Auditors of your
Company, for a period of 5 (five) years i.e. till the conclusion of your Company's Thirty
First (31st ) Annual General Meeting for FY 2026-27.
Pursuant to the notification issued by the Ministry of Corporate Affairs dated 07 May,
2018, ratification of appointment of auditors is not required, when auditors are appointed
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 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 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 Company's 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 Minister's 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 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.
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 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 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
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 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 Company's 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 Company's 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
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