You are here » Home » Companies » Company Overview » Angel Broking Ltd

Angel Broking Ltd.

BSE: 543235 Sector: Financials
NSE: ANGELBRKG ISIN Code: INE732I01013
BSE 00:00 | 21 Oct 1311.00 -85.55
(-6.13%)
OPEN

1449.00

HIGH

1465.50

LOW

1236.00

NSE 00:00 | 21 Oct 1313.35 -84.65
(-6.06%)
OPEN

1430.00

HIGH

1460.00

LOW

1235.00

OPEN 1449.00
PREVIOUS CLOSE 1396.55
VOLUME 90353
52-Week high 1689.30
52-Week low 223.00
P/E 25.61
Mkt Cap.(Rs cr) 10,841
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1449.00
CLOSE 1396.55
VOLUME 90353
52-Week high 1689.30
52-Week low 223.00
P/E 25.61
Mkt Cap.(Rs cr) 10,841
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Angel Broking Ltd. (ANGELBRKG) - Director Report

Company director report

To

The Members

Angel Broking Limited

Your Directors are pleased to present the 25th Annual Report on the businessand operations of Angel Broking

Limited (‘Company') together with the audited financial statements for thefinancial year ended 31 March 2021.

1. FINANCIAL SUMMARY OF YOUR COMPANY:

A summary of the standalone and consolidated financial performance of your Company forthe financial year ended 31 March 2021 is as under:

Amount ( in million)
Financial Highlights Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
(A) Total Income 12897.43 7427.79 12989.82 7547.14
(B) Finance Costs 396.33 488.29 389.34 488.59
(C) Fees and Commission Expense 3629.78 2304.40 3629.78 2304.40
(D) Total Net Income (D=A-B-C) 8871.32 4635.10 8970.70 4754.15
(E) Operating Expenses 4715.29 3263.95 4675.43 3357.31
(F) Earnings Before Depreciation Amortisation and Tax (F=D-E) 4156.03 1371.15 4295.27 1396.84
(G) Depreciation Amortisation and Impairment 174.24 201.50 183.60 209.17
(H) Profit Before Tax (H=F-G) 3981.79 1169.65 4111.67 1187.67
(I) Total Income Tax Expense 1077.82 303.41 1131.09 319.78
(J) Profit For The Year From Continuing Operations (J=H-I) 2903.97 866.24 2980.58 867.89
(K) Loss After Tax From Discontinued Operations - - 12.02 44.43
Profit (L) For The Year (L=J-K) 2903.97 866.24 2968.56 823.46
(M) Basic EPS (Rs.) 37.76 12.03 38.60 11.44
(N) Diluted EPS (Rs.) 37.49 12.03 38.32 11.44
(O) Opening Balance of Retained Earnings 3824.46 3194.72 3929.97 3358.22
(P) Closing Balance of Retained Earnings 6296.77 3824.46 6460.15 3929.97

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

As your Company celebrates its 25th year of incorporation it has been ahistoric year as (i) Your Company completed its maiden public offering of equity shareswith their successful listing on the Indian Stock Exchanges on 05 October 2020.

(ii) Your Company achieved its best ever performance across all business and financialparameters. Your Company achieved its best ever ranking for active clients on NSE duringthe year.

(iii) On a standalone basis your Company's total revenues increased by 73.6 Percentover the previous year to 12897 million in FY 2020-21. Profit after tax Financial235.2 Percent over the previous year to 2904 million.

(iv) On a consolidated basis your Company's total revenues increased by 72.1 Percentover the previous year to 12990 million in FY 2020-21 whilst profit after tax fromcontinuing operations for FY 2020-21 increased by 243.4 Percent over the previous year to2981 million.

Your Directors express their heartfelt gratitude to all investors for being there withyour Company in its growth journey.

3. DIVIDEND:

The Board of Directors ("Directors") of your Company have reviewed andapproved the Dividend Distribution Policy ("Policy") in accordance with theterms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") at its meetings held on 28 January 2021 and 05 May2021. Further pursuant to the requirement of Regulation 43A of the Listing Regulationsthe 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. Thesame can be accessed at www.angelbroking.com.

The Dividend payout for the FY under review is in accordance with your Company'sDividend Distribution Policy.

Your Board of Directors have declared and paid three (03) interim dividends during FY2020-21.

Sr. No. Date of the Board Meeting in which the Interim Dividend were declared Dividend per share Dividend paid as a percentage of the face value of equity share
1 07 July 2020 through circular resolution 1.21 12.1 Percent
2 26 October 2020 4.15 41.5 Percent
3 22 April 2021 7.50 75.0 Percent

4. RESERVE & SURPLUS:

Your Directors have decided to retain the entire amount of profit under RetainedEarnings.

Accordingly your Company has not transferred any amount to General Reserves for theyear ended 31 March 2021.

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

Your Directors have the pleasure to inform you that your Company's strategy oftransforming digitalinto playerfull-fledged focusing on deeper penetration intoTier II III and beyond cities millennials and Gen Z clients coupled with simplifiedpricing model yielded significant positives in FY 2020-21.

Ranked 4th Fastest growing app in Finance Category in terms of timespent by App Annie Highest Annual Gross Client Addition: 2.4

million (+322 Percent YoY)

Highest Gross Client Addition in a month:

0.4 million in Mar‘21

Highest Client Base: 4.1 million (+127 Percent YoY)

Highest ever NSE Active Clients: 1.6 million (+171 Percent YoY)

Best ever rank in NSE Active Clients: 4th (up 1 place from Mar'20)

Highest share in NSE Active Client Base: 8.3 Percent (+294bps YoY)

Highest ever Annual Number of Trades: 671 million (+149 Percent YoY)

Highest ever Annual Overall ADTO: 2.0 trillion (+380 Percent YoY)

Overall ADTO in Q4 FY 2020-21: 3.7 trillion (+545 Percent YoY)

Overall Equity Turnover Market Share at 16.0 Percent (+1055bps YoY) for FY2020-21 grew by 3x over the previous year Improved market share in all segments

Robust client addition during the year translated into expanding your company's marketshare in incremental demat accounts to 16.2 Percent for FY 2020-21 from 10.5 Percent forFY 2019-20. The initial part of FY 2020-21 was a challenging period owing to the pandemichowever strong and decisive measures implemented by the Government to revive the economyfrom the initial shock helped the markets to stabilise by H1 FY 2020-21. As the economygradually opened and businesses started to resume normalcy markets buoyed very stronglyto deliver one of the best performances in a decade.

Your Company's fully digital model helped to reach out to a wider set of clientsthereby insulating the business and yielding positive results. Your Company's FY 2020-21consolidated total income grew by 72.1 Percent YoY to 12990 million against 7547 millionin FY 2019-20. This was a result of very strong growth in client base coupled withheightened client activity. During the year your Company also provided 128 milliontowards an one-time event in the commodity broking segment owing to negative crude oilprices in April 2020. Further your Company along with its subsidiary also settled sometax litigations of previous years under the Vivaad se Vishwas scheme which resulted intoadditional tax outgo of 83 million. Despite this consolidated profit after tax fromcontinuing operations was higher by 243.4 Percent YoY at 2981 million in FY 2020-21 onthe back of strong operating leverage.

Surplus cash generated by your Company was utilised to grow its client funding bookwhich stood at 11686 million as on 31 March 2021 against 3095 million as on 31 March2020. Your Company with technologically advanced best-in-class product suite mostcompetitive pricing plan aggressive client acquisition strategy and a healthy balancesheet is well positioned to capture the growth opportunities going forward.

6. IMPACT OF NOVEL COVID-19 ON THE BUSINESS:

In order to curtail the rapid spread of the novel Corona Virus (COVID-19) theGovernment of India announced a nationwide lockdown effective 25 March 2020. Certainessential services including those involved in Capital Market Operations were exemptfrom the purview of the aforesaid lockdown. Angel Broking being part of capital marketoperations did not experience any disruption of its business activities due to thelockdown. However in compliance to the various directives appropriate measures weretaken to equip a majority of the employees to work from home and only about 5 Percent - 7Percent employees worked on-site on extremely critical processes which necessitatedon-site presence.

Inspite of the unprecedented situation your Company has been successful in avertingany potential adverse impact on the business and on the contrary has grown; and continuesto outperform most of the industry peers. Most of your Company's costs are flexible; andhave been managed prudently. In stark contrast to the general perception thisunprecedented crisis has hastened the adoption of digital processes and systems across theentire country and the industry.

Being a digital and technology driven organisation your Company has adapted to thexible working environment for fle off-site and its employees adequately empowering themwith equipments and secure web-enabled tools to effectively perform their roles andresponsibilities. Your Company has also instituted various performance evaluation toolswhich specifically help measure the performance of employees working remotely. YourCompany intends to continue the policy of work from home / work from anywhere for a largesection of its employees in the future.

7. LISTING OF EQUITY SHARES:

During the year your Company made an Initial Public Offering (IPO) of 19607835equity shares of 10 each at a price of 306 per equity share (including a Share Premium of296 per equity share) comprising of a fresh issue of 9803921 equity shares and an offerfor sale of 9803914 equity shares by the selling shareholders. The issue received anoverwhelming response from investors having been oversubscribed by 3.94x.

Total Proceeds received by your Company pursuant to the IPO aggregated to 6000million.

The equity shares of your Company were listed on BSE Limited (BSE) and the NationalStock Exchange of India Limited (NSE) w.e.f. 05 October 2020.

8. LISTING FEES:

Your Company has paid the requisite Annual Listing Fees to National Stock Exchange ofIndia Limited (Symbol: ANGELBRKG) 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 yourCompany to the best of their knowledge belief ability and explanations obtained bythem confirm that:

a) in the preparation of annual financial statements for the financial year ended 31March 2021 the applicable accounting standards have been followed; and there are nomaterial departures from prescribed accounting standards;

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

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 yourCompany and that such internal financial controls are adequate and were operatingeffectively.

f) the Directors have devised proper systems to ensure compliance with the provisionsof 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

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

There were no material changes and commitments affecting the financial position of yourCompany between the end of FY 2020-21 and the date of this report which could have animpact on your Company's operations in the future or its status as a "GoingConcern".

12. CREDIT RATING:

The details of credit rating obtained from CRISIL during the financial are as under:

Rating Agency Rating Type Nature of Facility External Credit Rating
CRISIL Long Term Rating Bank Debt CRISIL A+/Stable
CRISIL Short Term Rating Bank Debt CRISIL A1+
CRISIL Short Term Rating Commercial Paper CRISIL A1+

13. AWARDS AND RECOGNITIONS:

Your Company received various awards and recognitions during the year. Details of thesame form part of this report on page numbers 48-49.

14. ANNUAL RETURN:

Pursuant to the requirement under Section 92(3) of the Companies Act 2013 copy of theannual return can be accessed on our website www.angelbroking.com.

15. APPOINTMENT RE-DESIGNATION AND CESSATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL:

There was no change on the composition of the Board during FY 2020-21. However yourCompany had on 17 April 2021 informed the stock exchanges about the sad demise of Mr.Vinay Agrawal (DIN: 01773822) the Whole-time Director and Chief Executive Officer of yourCompany.

The Board of Directors appointed Mr. Narayan Gangadhar as the Chief Executive Officer(CEO) and Key Managerial Personnel of your Company with effect from 26 April 2021 as perthe provisions of Section 203 of the Companies Act 2013 read with its applicable Rulesand Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated 09 September 2015. Mr. NarayanGangadhar's brief profile is as under: Mr. Narayan Gangadhar has more than two decades ofglobal experience leading various technology businesses at top tier Silicon Valleycompanies such as Google Microsoft Amazon and Uber. He brings a lot of operatingexperience having lead highly disruptive businesses by driving innovation in producttechnology capability building and process automation. Amongst his prior stints Mr.Gangadhar was Head of Technology at Uber where he led Uber's core infrastructure machinelearning data platform and data science teams of over 650+ employees across the globe.

During his tenure Uber scaled to over 400+ cities globally completing over 14 million+trips daily. At Google Mr. Gangadhar was based out of the Company's Silicon Valleyoffice where he led large product and engineering teams to launch the first set ofGoogle's cloud infrastructure services such as Google Compute Engine Google Cloud SQLand Google Container Engines. He also led large teams responsible for developing theoverall application infrastructure which power productivity apps like Google DriveGoogle Docs etc.

Prior to Google Mr. Gangadhar was the General Manager and Director at Amazon WebServices (AWS) where he helped develop Amazon's Cloud Database business. Mr. Gangadharwas most recently the Founder & CEO of a robotics start-up in San Francisco whichdevelops automated urban mobility solutions. He has also served on the board of technologycompanies such Madison Logic Digital Asset and advises many early-stage start-upslooking to advance their teams and platforms positioning them for success. He has joinedyour Company from Ola Technologies.

Mr. Gangadhar is graduate in Computer Science from the University of Mumbai; and hasacquired a Master's degree in Science (MS) also in Computer Science from the WorcesterPolytechnic Institute Boston USA.

RE-DESIGNATION:

Your Directors propose the change in designation of Mr. Ketan Shah from Non-ExecutiveDirector to Executive Whole-time Director subject to the approval of the shareholders atthe ensuing Annual General Meeting of the Company for a period of 5 years starting from05 May 2021 till 04 May 2026.

16. RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act 2013 Mr. Ketan Shah (DIN: 01765743)would retire by rotation at the forthcoming Annual General Meeting ("AGM")and being eligible for re-appointment. has offered himself for reappointment for a periodof 5 (five) years starting from 05 May 2021 till 04 May 2026. Your Directors recommendhis appointment for approval of the shareholders in the ensuing Annual General Meeting ofyour Company.

17. DECLARATION OF INDEPENDENT DIRECTORS:

All the Independent Directors of your Company have submitted their declarations ofindependence as required pursuant to the provisions of Section 149(7) of the Actstating that they meet the criteria of independence as provided in Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the Listing Regulations; and are notdisqualified from continuing as Independent Directors of your Company.

None of the Independent Non-Executive Directors held any equity shares of your Companyduring the financial year ended 31 March 2021.

None of the Directors had any relationships inter-se.

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

18. FAMILIARISATION PROGRAMMES:

Your Company has familiarised the Independent Directors with regard to their rolesrights responsibilities nature of the industry in which your Company operates thebusiness model of your Company etc.

The Familiarisation Programme was imparted to the Independent Directors during themeetings of the Board of Directors.

The Familiarisation Policy for the Independent Directors is uploaded on the website ofyour Company and is accessible at www.angelbroking.com.

19. CODE OF CONDUCT:

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

The Directors and Senior management personnel have affirmed compliance with the Code ofConduct applicable to them for the financial year ended 31 March 2021. The said code isavailable on the website of your Company at www.angelbroking.com.

20. RECONSTITUTION OF COMMITTEES:

Due to the sad demise of Mr. Vinay Agrawal on 17 April 2021 the following Committeeswere reconstituted by the Board of Directors on 05 May 2021.

Audit Committee Corporate Social Responsibility Committee Risk ManagementCommittee Stakeholders Relationship Committee

MEETINGS OF THE BOARD AND ITS COMMITTEES:

The Board of Directors of your Company met Four (4) times during FY 2020-21; i.e. on 14May 2020 07 August 2020 26 October 2020 and 28 January 2021.

Committee Meetings:

Sr. No. Name of the Committee No. of meetings held during FY 2020-21
1 Audit Committee 4
2 Nomination and Remuneration Committee 4
3 Corporate Social Responsibility Committee 1
4 Stakeholders Relationship Committee 1
5 Risk Management Committee 1

Audit Committee:

During the year the Audit Committee met four (4) times in compliance with theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andCompanies Act 2013.

The role terms of reference and powers of the Audit Committee are in conformity withthe requirements of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Committee met during the year under review anddiscussed on various matters audit including reports financials and appointment ofauditors.

During the period under review the Board of Directors of your Company accepted all therecommendations of the Audit Committee. The terms of reference of Audit Committee anddetails of Committee meeting are provided in the Corporate Governance Report.

Composition of Audit Committee as on 31 March 2021 was as below:-

Sr. No. Name Designa- tion Position Held
1 Mr. Uday Sankar Roy Non- Executive Indepen- dent Director Chairperson
2 Mr. Kamalji Sahay Non- Executive Indepen- dent Director Member
3 Mr. Vinay Agrawal Whole- time Director and Chief Executive Officer Member

Due to the reconstitution on 05 May 2021 the composition of the Committee as on dateof this report is as follows:

Sr. No. Name Designa- tion Position Held
1 Mr. Uday Sankar Roy Non- Executive Indepen- dent Director Chairperson
2 Mr. Kamalji Sahay Non- Executive Indepen- dent Director Member
3 Mr. Ketan Shah Whole- time Director Member

Nomination and Remuneration Committee:

During the year the Nomination and

Remuneration Committee met four (4) times in compliance with the provisions of theSEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 and the Companies Act 2013

The role terms of reference and powers of the Nomination and Remuneration Committeeare in conformity with the requirements of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations

2015 and the same has been provided in the Corporate Governance Report. The

Board has on the recommendation of the Nomination and Remuneration Committee framed aNomination and Remuneration policy in compliance with the aforesaid provisions forselection appointment and ascertainment of the remuneration of Directors Key ManagerialPersonnel and senior management personnel of your Company. The said policy is stated inthe Corporate Governance Report of your Company. The details of Committee meetings areprovided in the Corporate Governance Report.

Composition of Nomination and Remuneration Committee as on 31 March 2021 was asbelow:-

Sr. No. Name Designa- tion Position Held
1 Mr. Uday Sankar Roy Non- Executive Indepen- dent Director Chair- person
2 Mr. Kamalji Sahay Non- Executive Indepen- dent Director Member
3 Ms. Anisha Motwani Non- Executive Indepen- dent Director Member
4 Mr. Dinesh D. Thakkar Chairman and Member
Managing Director
5 Mr. Ketan Shah *Non- Executive Non Indepen- dent Director Member

*Re-designated as Executive Director w.e.f. 05 May 2021

Corporate Social Responsibility Committee:

During the year 2020-21 the Corporate Social Responsibility Committee met one (1)time in compliance with the provisions of the Companies Act 2013.

The role terms of reference of the Corporate Social Responsibility Committee are inconformity with the requirements of the Companies Act 2013 and the same has been providedin the Corporate Governance Report.

Composition of Corporate Social Responsibility Committee as on 31 March 2021 was asbelow:-

Sr. No. Name Designation Position Held
1 Mr. Dinesh D. Thakkar Chairman & Managing Director Chair- person
2 Mr. Kamalji Sahay Non- Executive - Indepen- dent Director Member
3 Mr. Vinay Agrawal Whole-time Director and Chief Executive Officer Member

Due to the reconstitution on 05 May 2021 the composition of the Committee as on dateof this report is as follows:

Sr. No. Name Designation Position Held
1 Mr. Dinesh D. Thakkar Chairman & Managing Director Chair- person
2 Mr. Kamalji Sahay Non- Executive Indepen- dent Director Member
3 Mr. Ketan Shah Whole-time Director Member

Stakeholders Relationship Committee:

During the year the Stakeholders Relationship Committee met one (1) time incompliance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013.

The role terms of reference of the Stakeholders Relationship Committee are inconformity with the requirements of the Companies Act 2013 and Regulation 20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the same has beenprovided in the Corporate Governance Report.

During the year 2020-21 all the complaints received by your Company via the SCORESplatform of The Securities and Exchange Board of India (SEBI) and at the Registrars andTransfer Agents (RTA) were appropriately redressed.

Composition of the Stakeholders

Relationship Committee as on 31 March 2021 was as below:-

Sr. No. Name Designation Position Held
1 Mr. Kamalji Sahay Non- Executive - Indepen- dent Director Chair- person
2 Ms. Anisha Motwani Non- Executive - Indepen- dent Director Member
3 Mr. Vinay Agrawal Whole-time Director and Chief Executive Officer Member

Due to the reconstitution on 05 May 2021 the composition of the Committee as on dateof this report is as follows:

Sr. No. Name Designa tion Position Held
1 Mr. Kamalji Sahay Non- Executive - Indepen- dent Director Chair- person
2 Ms. Anisha Motwani Non- Executive - Indepen- dent Director Member
3 Mr. Ketan Shah Whole-time Director Member

Risk Management Committee:

During the year the Risk Management

Committee met One (1) time in compliance with the provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the Companies Act 2013

The role terms of reference of the Risk Management Committee are in conformity withthe requirements of Regulation 21 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the same has been provided in the Corporate GovernanceReport.

Composition of the Risk Management

Committee as on 31 March 2021 was as below:

Sr. No. Name Designation Position Held
1 Mr. Vinay Agrawal Whole-time Director and Chief Executive Officer Chair- person
2 Mr. Dinesh D. Thakkar Chairman and Managing Director Chair- person
3 Mr. Ketan Shah Non- Executive Director Member
4 Mr. Uday Sankar Roy Non- Executive Indepen- dent Director Member

Due to the reconstitution on 05 May 2021 the composition of the Committee as on dateof this report is as follows:

Sr. No. Name Designation Position Held
1 Mr. Ketan Shah Whole- time Director Chair- person
2 Mr. Dinesh D. Thakkar Chairman and Managing Director Member
3 Mr. Uday Sankar Roy Non- Executive Indepen- dent Director Member

21. AUDITORS AND COMMENTS ON AUDITORS REPORT:

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunderthe members at their Twenty First (21st) Annual General Meeting (AGM) of yourCompany held on 11 September 2017 approved the appointment of M/s. S. R. Batliboi &Co. LLP (Firm Registration Number - 301003E/E300005) as the Statutory Auditors of yourCompany for a period of 5 (five) years i.e. till the conclusion of your Company's TwentySixth (26th) Annual General Meeting for FY 2021-22.

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 07 May2018 ratification of appointment of auditors is not required when auditors are appointedfor a period of five years.

Annual Report

The Statutory Auditors have confirmed that satisfy the criteria of independence asrequired under the provisions of the Companies Act 2013.

22. SUBSIDIARY COMPANIES:

As on 31 March 2021 your Company had 5 (five) direct subsidiaries. During thefinancial year your Directors have reviewed the affairs of the subsidiaries. Theconsolidated financial statements of your Company are prepared in accordance with Section129(3) of the Companies Act 2013; and forms part of this Annual Report.

A statement containing the salient features of the financial statements of thesubsidiaries in the prescribed format AOC-1 is appended as "Annexure II" tothe Directors' Report.

The statement also provides the details of performance and financial positions of eachof the subsidiaries.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered with your Company during thefinancial 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 partytransactions entered into by your Company with its Promoters Directors Key ManagerialPersonnel and its wholly owned subsidiary companies or other designated persons whichmay have a potential conflict with the interest of your Company at large except as statedin the Financial Statements / Directors' Report.

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 mayrefer to note no. 39 and 40 to the standalone and consolidated financial statementsrespectively which set out related party disclosures pursuant to IND AS-24.

As per the Policy on Related Party Transactions as approved by the Board of Directorsof your Company during the year your Company has entered into related party transactionsbased upon the omnibus approval granted by the Board of Directors on the recommendation ofthe Audit Committee of your Company. On quarterly basis the Audit Committee reviews suchtransactions for which such omnibus approval was given.

The Policy on Related Party Transactions was revised during the year in view ofamendments in applicable rules.

The Policy on Related Party Transactions as amended and approved by the Board ofDirectors is accessible on your Company's website at www.angelbroking.com

24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY YOUR COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your Company strives to be a socially responsible Company and strongly believes indevelopment which is beneficial for the society at large as a part of its CorporateSocial Responsibility ("CSR") initiatives. Through the CSR program your

Company sets the goal of reaching a balance that integrates human environmental andcommunity resources. By means of integrating and embedding CSR into its businessoperations and participating proactively in CSR initiatives your Company intends tocontribute continuously to global sustainable development efforts.

As per the Companies Act 2013 companies are required to spend at least 2 Percent oftheir average net profits for three immediately preceding financial years. Accordinglyyour Company has spent 26.1 million towards the CSR activities during FY 2020-21.

Your Company has undertaken CSR activities for imparting financial literacy amongmillennials with active assistance from Samhita Social Ventures' implementation armCollective Good Foundation Mumbai for an amount of 26.1 million.

Details about the CSR policy are available on our website www.angelbroking.com.The report on the CSR activities of your Company is appended as "AnnexureIII" to the Directors' Report.

25. PARTICULARS OF EMPLOYEES:

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

The ratio of the remuneration of each director to the median remuneration of theemployees of the Company and percentage increase in remuneration of each Director ChiefExecutive Officer Chief Financial Officer and Company Secretary in the financial year

Name Ratio to median remunera- tion % increase in remunera- tion in the financial year
Executive Directors
Dinesh D. Thakkar 113 25%
Vinay Agarwal 80 10%
Non-Executive Director
Ketan Shah 38 8%
Chief Financial Officer
Vineet Agrawal 45 8%
Company Secretary
Naheed Patel 7 13%

Percentage increase in the median remuneration of employees in the financial year: 8.1Percent

The number of permanent employees on the rolls of your Company as at 31 March 2021:2908 average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

None

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

The statement containing particulars of remuneration of employees as required underSection 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is available on the website www.angelbroking.com.In terms of Section 136(1) of the Act the Annual Report is being sent to the Membersexcluding the aforesaid annexure. Any Member desirous of obtaining a copy of the saidannexure may write to the Company Secretary or email at investors@angelbroking.com.

26. REPORT ON CORPORATE GOVERNANCE:

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

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

27. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report prepared pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Report.

28. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of SEBI Listing Regulations M/s. MMJB Associates & Co. PracticingCompany Secretaries were appointed as Secretarial Auditor in place of M/s Alwyn Jay &Co. on 28 January 2021 to undertake the secretarial audit of your Company for FY2020-21.

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

The Secretarial Auditors' Report for FY 2020-21 does not contain any qualificationreservation or adverse remark except that there was inadvertent delay in providinginformation to designated depository as per SEBI circular dated 09 September 2020 onsystem driven disclosures.

Your Company does not have any material subsidiary. Therefore the provisions relatingto the Secretarial Audit of material subsidiary as mentioned in Regulation 24A of theSEBI (Listing Obligations and Disclosure Requirements) 2015 do not apply to yourCompany.

29. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:

Your Company has adopted a policy relating to appointment of Directors payment ofmanagerial remuneration Directors qualifications positive attributes independence ofDirectors and other related matters as provided under section 178 (3) of the CompaniesAct 2013.

30. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year there were no significant and/or material orders passed by theregulators courts or tribunals impacting the going concern status and future operationsof your Company.

31. BOARD EVALUATION:

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

The Board of Directors formally assess their own performance based on parameters whichinter-alia include performance of the Board on deciding long term strategies rating thecomposition and mix of Board members discharging of governance and fiduciary dutieshandling critical and dissenting suggestions etc.

The parameters for performance evaluation of your Directors include contributions madeat the Board meeting attendance instances of sharing best and next practices domainknowledge vision strategy engagement with senior management etc.

The Chairperson of the respective Committees based on feedback received from theCommittee 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 separatemeeting review the performance of non-independent directors and the Board as a whole.

Based on the outcome of the performance evaluation exercise areas for furtherdevelopment are identified for the Board to engage itself with; and the same would beacted upon.

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

The Board Evaluation policy is available in the public domain i.e. on the website ofyour Company at www.angelbroking.com

32. CHANGES IN SHARE CAPITAL:

Your Company had made following allotments during FY 2020-21:

Date No. of shares Remarks
30 September 2020 9803921 Fully paid-up equity shares were allotted under the Initial Public Offering (IPO)
18 December 2020 5060 Fresh allotment of fully paid up equity shares was made to an employee of a subsidiary company under ESOP Plan 2018
05 January 2021 8096 Fresh allotment of fully paid up equity shares was made to an employee of a subsidiary company under ESOP Plan 2018
02 March 2021 14427 Fresh allotment of fully paid up equity shares was made to an employee of your Company under ESOP Plan 2018

The authorised share capital of your Company as on 31 March 2021 was 1000000000(Rupees One Billion)

The paid up share capital of your Company as on 31 March 2021 was 818265070 (RupeesEight hundred eighteen million two hundred and sixty five thousand and seventy only).

33. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are as set out in the notes to the accompanying financialstatements of your Company.

34. DEPOSITS:

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

35. REPORTING OF FRAUD:

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

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

Your Company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013.

Your Company has constituted its Internal Complaints and the Appeals Committees set upto redress complaints received in regards to sexual harassment at workplace.

The constitution of the Internal Complaints and the Appeals Committees as on date ofthis report are as follows:

Internal Complaints Committee:

Sr. No. Name Designation Position Held
1 Ms. Sulochana Khanka Senior Manager Chair- person / Presiding Officer
2 Ms. Naheed Patel Company Secretary Member
3 Mr. Nilesh Gokral Chief Operating Officer Member
4 Mr. Rajiv Kejriwal Assistant Vice President Member
5 Ms. Shabnam Kazi External Member Member

Appeals Committee:

Sr. No. Name Designation Position Held
1 Ms. Camillia Sequeira Vice President Chair- person / Presiding Officer
2 Ms. Pramita Shetty Deputy Vice President Member
3 Mr. Bhavin Parekh Senior Vice President Member
4 Mr. Ketan Shah Chief Strategic Officer Member
5 Pratibha Natthani External Member Member

All employees (permanent contractual temporary and trainees) are covered under thispolicy.

Following are the details of the complaints received by your Company during FY 2020-21:

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

37. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 readwith Section 177(10) of the Companies Act 2013 ("Act") and Regulations22 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. Theobjective of the Framework is to establish a redressal forum which addresses all concernsraised on questionable practices and through which the Directors and employees can raiseactual or suspected violations.

The mechanism framed by your Company is in compliance with requirement of the Act andavailable on the website www.angelbroking.com.

38. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNINGS ANDOUTGO:

(A) Information on Conservation of energy as prescribed under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is not applicable tothe 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 industryand has adopted best in class transaction billing and accounting systems alongwith robustrisk management solutions.

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

1. Foreign Exchange Earning: Nil

2. Outgo 33.67 million

39. INTERNAL FINANCIAL CONTROL:

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

40. ANGEL BROKING EMPLOYEE STOCK OPTION PLAN 2018 AND ANGEL BROKING EMPLOYEE LONG TERMINCENTIVE PLAN 2021:

At the Extra-Ordinary General Meeting of your Company held on 19 April 2018 themembers approved the adoption of Angel Broking Employee Stock Option Plan 2018 ("ESOPPlan 2018") with a view to attract and retain critical human resources workingwith your Company by way of rewarding their performance and to motivate them tocontribute to the overall growth and profitability of your Company.

Your Company had made an application to both the stock exchanges for seeking theirin-principle approval on 06 November 2020 for issue and allotment of 2001422 equityshares of the face value of 10 each under the ESOP Plan 2018. Your Company was grantedthe required approvals on 13 November 2020 and 10 December 2020 by National StockExchange of India (NSE) and BSE Limited (BSE) respectively for issuance and allotment of2001422 equity shares of 10 each.

The Board of Directors at its meeting held on 28 January 2021 approved the grant ofstock options to the employees of your Company & its subsidiaries under the AngelBroking Employee Long Term Incentive Plan 2021 ("LTI Plan 2021") basedon the recommendations of the Nomination and Remuneration Committee; and subject to theapproval of the shareholders.

The shareholders vide a special resolution passed on 05 March 2021 approved the LTIPlan 2021 through Postal Ballot. The LTI Plan 2021 is in compliance with the SEBI (ShareBased Employee Benefits) Regulations 2014 (‘the SBEB Regulations').

Further the Nomination and Remuneration Committee approved grant of 705504 stockoptions to eligible employees under the LTI Plan 2021 at their meeting held on 30 March2021. Your Company had granted to Late Mr. Vinay Agrawal erstwhile Whole-time Directorand CEO 444100 stock options under ESOP Plan 2018. Another 81707 stock optionswere also granted to him under the LTI Plan 2021. Of the aforesaid 310870 stockoptions granted under the ESOP Plan 2018 and 81707 stock options granted under the LTIPlan 2021 were unvested at the time of his demise on 17 April 2021.

Pursuant to Article 11.4 and Article 14.1 of the ESOP

Plan 2018 and Clause 14.1 of the LTI Plan 2021 all the unvested stock optionsgranted to Late Mr. Vinay Agrawal were transferred and vested to his legal heir Mrs.Juhi Vinay Agrawal (spouse of late Mr. Vinay Agrawal) as per the applicable clauses ofthe respective plans after his demise.

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of your Company had approved the aforesaid immediate vesting of stock optionsat their meeting held on 22 April 2021. The vesting under the LTI Plan 2021 is subject tothe receipt of in-principle approvals from the stock exchanges.

During FY 2020-21 your Directors have granted Nil stock options under ESOP Plan 2018and 705504 stock options under LTI Plan 2021 to eligible employees of your Company; andits subsidiaries 1531247 stock options are in force under the ESOP Plan 2018 and705504 stock options are in force under the LTI Plan 2021.

Details of these are appended as "Annexure V" to the Directors'Report.

41. BUSINESS RISK MANAGEMENT:

Risk Management plays a key role in business strategy and planning discussions. Thesame has been extensively covered in the Management Discussion and Analysis on page number69 of the Annual Report.

42. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

43. CEO and CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing Regulations the CEO and CFO ofyour Company have certified the accuracy of the Financial Statements the Cash FlowStatement and adequacy of Internal Control Systems for financial reporting for thefinancial year ended 31 March 2021. Their Certificate is annexed to this Directors'Report.

44. APPRECIATION AND ACKNOWLEDGEMENTS:

Mr. Vinay Agrawal erstwhile Whole-time Director and Chief Executive Officer left forhis heavenly abode on 17 April 2021 He has left an indelible mark on Angel Broking. Webelieve that his vision will always guide the Company and are determined to carry forwardhis legacy while staying true to his vision.

The Directors place on record their deep appreciation of his vision leadershipcontributions and express a deep gratitude to hisinfluential the lives of people he wasassociated with as a human being and mentor.

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the investors clients lenders regulatory and governmentauthorities and members during the year under review.

Your Directors also wish to place on record their deep sense of acknowledgment andgratitude for the devoted and efficient services rendered by each and every employee ofthe Angel Family without whose whole-hearted efforts this historic performance would nothave been possible.

Your Directors look forward to the long-term future of your Company with

For and on behalf of the Board

Angel Broking Limited

Dinesh D. Thakkar

Chairman & Managing Director

(DIN: 00004382)

Place: Mumbai

Date: 05 May 2021

.