Angel One Ltd
Chairman Speech
A breakthrough year
Dear Esteemed Stakeholders,
Over the last few years, Angel One has metamorphosed into a future-ready fintech
business across multi-dimensional evolutions, with the aim of developing a sustainable and
profitable, digitally powered financial services institution. With significant strategic,
financial and operational progress made over this period, Angel One has demonstrated
resilience to weather turbulence and uncertainties in the economy and financial markets.
Amongst the signposts of our persistence and superior digital playbook, we have
achieved an astounding growth of 8x in our client base, 5x in ournetrevenue,and10xinour
last three years.
At Angel One, the year marked an important milestone for us as we successfully rolled
out our Super App across all platforms. This app has the architecture and capabilities to
build the bridge for us to become long-term collaborators for our clients in their journey
of financial empowerment. In retrospect, I can confidently say that in the past year, we
have delivered on all fronts. We executed our strategy in a manner that created 360o value
for all our stakeholders, including our clients, employees, shareholders, partners,
communities, and regulators.
The evolving landscape
Having been a part of this industry for a long time, I have been analysing the growth
of Indian capital markets. We have witnessed quantum changes over the last 30 years.
First, the Indian stockmarkethasseena expansion in both depth and size. When Angel One was
incorporated in 1996, the total market capitalisation of all companies listed on Indian
stock exchanges stood at H4.9 trillion at the end of FY97. This figure has grown
exponentially in the last two and half decades, with the total market capitalisation now
standing at a staggering H256.3 trillion in FY23, making India the sixth-largest equity
market in the world.
Secondly, the government's focus on innovation has transformed the economy. A few years
ago, there was no framework to enable startups. Today, we are the third-largest startup
ecosystem in the world. Thirdly and most importantly, the financialisation of household
savings has been gaining momentum in India. A telling sign of the trend is that the assets
of managed investments have skyrocketed in the last few years, reaching 57% of India's GDP
in FY23. The last five years have also seen Indian retail investors come into their own,
with the number of demat accounts in the country soaring to 114+ million in FY23.
Crucially, digital revolution is driving democratisation of investing at an
unprecedented rate. Thanks to the technology-driven information revolution, retail
investors now have access to a level playing field, enabling them to make educated
decisions by sharing ideas and opinions on the internet. Much has happened in the
investment landscape, yet the industry has barely scratched the surface, in terms of the
potential in different categories and the growth of such assets in developed countries.
India's capital markets have the potential to reach the levels of participation and market
capitalisation of the U.S. in the upcoming decades. The market capitalisation of the U.S.
today is twice that of its GDP, and retail participation stands at 65% in FY23. As against
this, India's current market capitalisation and GDP are almost the same and retail
participation is at a low of 8.1%. Making modest assumptions about India's growth over the
next two decades, and assuming India's capital markets will resemble the U.S., India's
demat accounts are poised to grow multifold from the existing 114+ million today.
Considering the achievements in the last 30 years, I believe India is on track to become
one of the largest capital markets in the world. As we approach India@100, I would say
that India today is no longer what it used to be yesterday. It is the India of tomorrow,
where we are witnessing transformational changes around technology and innovation. This
presents us with an opportunity to empower a billion Indians to make informed choices in
their wealth-creation journey. We will continue to be a leading player in mobilising a
substantial portion of the household savings, into avenues of wealth creation.
Building for the long-term
As we enter the next growth cycle, we will deliver on three strategic focus areas. The
Super App is the vehicle through which this strategy will be executed. We are buoyed by
its initial success and will give our clients the diversification to consume new financial
products. We see this as a long-term play for Angel One. We have made progress in
expanding our tech capacity and infrastructure, particularly in the area of enhancing our
hardware and network capabilities. To achieve this, we commissioned a new data centre to
replace our old one. We completed mock tests and validation of the new data centre in
FY23, which will enable us to leverage our new ML-based data science programme and serve
our clients more efficiently. Furthermore, we continue to strengthen our human capital in
technology, product development, digital revenue, and acquisition functions. We hired
1,141 people to support our growth plans over the medium term, with the critical and niche
talent coming from leading technology companies. Their hands-on experience in building
planet-scale consumer-focusing retail products and solutions, will reflect in our Super
App in the future.
Strategic focus areas
Achieve market leadership
Investment in augmenting AI/ML capabilities
Increasing lifetime customer value
ONE for a billion aspirations
India is poised to make a significant leap in the economic order of the world. The most
populous country is on track to emerge as the third-largest economy in the world by 2027,
reflecting a strong possibility of economic growth for its people. Further, the desire for
a great lifestyle is not only restricted to the urban centres but has spread beyond the
Top 30 cities, presenting a significant growth potential. The Indians of today demand
frictionless experience in their investment vehicle as well. Aligned with this, we
launched Super App to address the wealth-creation aspiration of every Indian. The inherent
success of our Super App strategy is further strengthened by the strong growth in monthly
unique SIPs observed in the first quarter of its full-fledged roll-out. As we offer other
financial products to meet the evolving needs of these clients, we are confident about
continuing the relationship across their long tenure, thus achieving the true potential of
our Super App.
Strengthening our core
At Angel One, we aim to partner with all Indians in their wealth-creation journey. To
achieve this, we are committed to strengthening our core teams and seizing immense growth
opportunities, all while prioritising customer experience.
I take this opportunity to appreciate Narayan Gangadhar for having led the organisation
for nearly two years and I wish him all the best in his future endeavours. Following
Narayan's departure, the daily operations will continue to be led by a team of high
calibre professionals.
Robust operating and financial performance
FY23 exemplifies our superior digital model as we continue to surpass our previous best
performances across various parameters. During the year, we expanded our total client base
by 49.5% y-o-y to 13.8 million as we onboarded 4.7 million clients. With this, we garnered
12.0% market share in India's demat accounts. Our digital engagement capabilities
exhibited sustained improvement in our share of active clients on NSE to 13.1% with nearly
4.3 million clients, thus including us amongst the few players to maintain a consistently
positive trajectory.
Scalability is one of the pillars of Angel One's digital capabilities, and this was
best illustrated when our clients executed an average of H 13.6 trillion in daily turnover
across nearly 926 million orders on our platform. We further grew our overall retail
equity turnover market share to 21.8% and commodity turnover market share to 51.4% during
the year.
The fundamental principle at Angel One has always been to stay focused on unit
economics and run a profitable business, while keeping client interests at the core and
enhancing their experience. We made remarkable progress in FY23, as we achieved a revenue
of H 30.2 billion, representing a growth of 31.5% over the previous year. Correspondingly
our EBDAT grew by 42.9% over last year to H 12.2 billion, further expanding our EBDAT
margin to 53.3% in FY23. Our PAT from continuing operations increased by 42.4% over the
corresponding period last year to H 8.9 billion.
On a cohort basis, we have in the past seen healthy revenue over a five-year period and
beyond. Our digital business model demonstrates further improved revenue progression as
clients continue their journey on our platform, with a very healthy LTV: CoA of 7.8x basis
the first three years of aggregate client revenue. We believe that as our clients spend
more time on our platform and consume more services, this LTV: CoA multiple has a long
runway of growth, thus signifying the annuity nature of the business. On the balance sheet
side, cash and cash equivalent increased to H54.9 billion. Our investment in the Super App
and commissioning of a new data centre led to an increase in our fixed assets to H2.5
billion. Our net worth increased to H21.6 billion. The FY23 return on average net worth
stood at 47.5%.
We continued our journey to maximise shareholder value with an aggregate dividend
payout of H 39.9 per equity share across four interims and one final dividend (to be
approved at the Annual General Meeting). This translates to an all-time-high payout of
37.3% of our reported Profit After Tax. This reflects our endeavour to provide attractive
returns to our shareholders while continuing to invest in the growth of the business.
Moving forward, we're committed to delivering sustainable, long-term value for our
stakeholders, as we focus on diversifying the business into multiple revenue streams while
diligently allocating capital.
Strengthening regulatory environment
The broking industry operates in a highly regulated environment, commensurate with the
complexities of Indian Capital Markets. I strongly believe that the strengthening of
regulatory framework across various aspects emphasises providing stronger guardrails,
especially for the growing retail investor base. This has been proven with constant growth
despite multiple regulatory interventions in the past. The ensuing regulations on clients'
fund management, is a further decisive step in building the confidence of retail
participants. Our purpose is to continuously collaborate productively with the regulators
in their endeavour to make the capital markets resilient and safe for its participants.
Geared for the journey ahead
I am confident that the Indian growth story will continue its upward trajectory. A
journey that will be fuelled by a sizeable human capital base, robust domestic consumption
and ever-expanding service capabilities. At Angel One, we have continued to learn, build,
and grow efficiently, while expanding our client base and diversifying our product
offerings. With the depth and breadth of our fintech capabilities and our strategy of
maximising lifetime client value, we remain well-positioned to leverage on emerging
opportunities. For FY24, our key focus areas will be to strengthen our AI capabilities
across the entire value chain of the business, as we introduce more products. These
initiatives will enhance the experience and engagement of our clients, leading to
expanding revenue streams and better margins.
I am excited that our Company is at the cusp of building a distinctive Asset Management
business, having received the in-principle approval as a sponsor in February 2023. The
launch of this business, which will be digitally powered by a quant-based recommendation
engine, is still a few quarters away. The Asset Management business will catapult our
Company into a different league of diversified fintech businesses. We will continue to
focus on our mission of democratising the culture of investment in equities through our
digitally offered passive schemes, and cater to all segments of our target clients across
smaller towns and cities.
Heartfelt gratitude
I take this opportunity to offer my gratitude to our Board, stakeholders, the
government, business partners, lenders, and other shareholders who have trusted and
supported us in our journey. I would also like to thank the regulatory authorities for
their consistency in proactively taking decisive steps to protect the interests of retail
investors and make Indian equities markets secure and widely accessible. Finally, my
sincere thanks to the entire Angel One team that worked tirelessly to deliver the highest
levels of service over this past year, as reflected in our performance. We strive to
continue our progress with optimism while driving our fintech playbook and building on the
achievements of FY23.
Yours sincerely, |
DINESH THAKKAR |
Chairman & Managing Director |
Angel One Ltd
Directors Reports
To
The Members,
Angel One Limited
(Formerly known as Angel Broking Limited)
Your Director's are pleased to present the 27th Annual Report on the business and
operations of Angel One Limited (Formerly known as Angel Broking Limited) together with
the audited financial statements for the financial year ended 31 March, 2023.
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, 2023, is as under:
Amount (Rs in million)
|
Standalone |
Consolidated |
Financial Highlights |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
(A) Total Income |
30,016.76 |
22,735.82 |
30,211.18 |
22,971.14 |
(B) Finance Costs |
895.08 |
702.25 |
895.15 |
721.47 |
(C) Fees and Commission Expense |
6,406.70 |
5,502.43 |
6,406.70 |
5,502.43 |
(D) Total Net Income (D=A-B-C) |
22,714.98 |
16,531.14 |
22,909.33 |
16,747.24 |
(E) Operating Expenses |
10,610.02 |
8,123.88 |
10,688.51 |
8,193.72 |
(F) Earnings Before Depreciation, Amortisation and Tax (F=D-E) |
12,104.96 |
8,407.26 |
12,220.82 |
8,553.52 |
(G) Depreciation, Amortisation and Impairment |
293.79 |
176.79 |
302.64 |
186.41 |
(H) Profit Before Tax (H=F-G) |
11,811.17 |
8,230.47 |
11,918.18 |
8,367.11 |
(I) Total Income Tax Expense |
2,993.73 |
2,081.80 |
3,016.26 |
2,116.55 |
(J) Profit For The Year From Continuing Operations (J=H-I) |
8,817.44 |
6,148.67 |
8,901.92 |
6,250.56 |
(K) Loss After Tax From Discontinued Operations |
- |
- |
2.38 |
2.51 |
(L) Profit For The Year (L=J-K) |
8817.44 |
6,148.67 |
8,899.54 |
6,248.05 |
(M) Basic EPS (Rs) |
105.90 |
74.52 |
106.88 |
75.72 |
(N) Diluted EPS (Rs) |
104.13 |
73.25 |
105.09 |
74.44 |
(O) Opening Balance of Retained Earnings |
10,346.77 |
6,296.77 |
|
|
(P) Closing Balance of Retained Earnings |
15,395.36 |
10,346.77 |
|
|
2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
FY23 has been another momentous year for your Company, as it delivered its historic
best operating and financial performance.
(i) Your Company continued to gain market share in demat accounts, incremental demat
accounts, NSE active clients and overall equity turnover. (ii) On a standalone basis, your
Company's total income increased by 32.0% over the previous year to Rs30,017 million in
FY23. Profit after tax increased by 43.4% over the previous year to Rs8,817 million in
FY23. (iii) On consolidated basis, your Company's total income increased by 31.5% over the
previous year to Rs30,211 million in FY23, whilst profit after tax from continuing
operations for FY23 increased by 42.4% over the previous year to Rs8,902 million.
Your Directors express their heartfelt gratitude to all investors of the company, for
their continued support in this growth journey.
3. 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") at its
meetings held on 28 January, 2021, 05 May, 2021 and 13 October, 2022. 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 had declared and paid four (04) interim dividends and one (01)
Final Dividend as on the date of the report:
Date of the Board Meeting in which Sr. the Interim/Final No. Dividend
were declared |
Dividend per share |
Dividend paid as a percentage of the face value of equity share |
1 20 April, 2022 |
2.25 |
22.50% |
2 14 July, 2022 |
7.65 |
76.50% |
3 13 October, 2022 |
9.00 |
90.00% |
4 16 January, 2023 |
9.60 |
96.00% |
5 22 March, 2023 |
9.60 |
96.00% |
through Circular Resolution |
|
|
The Board is pleased to recommend a dividend @ 40.00% for the year ended 31 March,
2023, i.e. Rs4.00 per equity share of Rs10 each fully paid up.
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.
4. RESERVE & 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, 2023.
5. 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 II, III and beyond cities to provide millennial
and Gen Z clients access to financial products through its digital platforms, has yielded
significant positive results in FY23, as highlighted below:
Gross Client Addition:
4.7 million
Highest Client Base:
13.8 million (+49.5% Y-o-Y)
Highest share in India's Demat Accounts:
12.0% (+176 bps Y-o-Y)
Highest share in India's Incremental Demat Accounts:
18.4% (+366 bps Y-o-Y)
Highest ever NSE Active Clients:
4.3 million (+17.1% Y-o-Y)
Highest share in NSE Active Clients:
13.1% (+196 bps Y-o-Y)
Highest ever Executed Orders:
926 million (+36.1% Y-o-Y)
Highest ever Overall ADTO:
Rs13.6 trillion (+110.4% Y-o-Y)
Overall Retail Equity Turnover Market Share:
21.8% (+57 bps Y-o-Y)
As India scales up of its digital infrastructure, accessibility to all services are
increasing, which is driving its inclusive growth. Digital means of acquisition and
servicing has expanded the horizon and enabled significant penetration, thus broadening
the overall addressable market. Young digital natives are driving growth with zeal, as
they are eager to ride the economic progress of the country. Their expanding wallet share
is further helping digital business build strong unit economics.
Your Company is also successfully harnessing this expansive market with its strong data
science led AI-powered digital products and offerings. The successful roll out and
adaption of your company's Super App, by its large client base, has been a significant
milestone which will further augment its capabilities to add more product journeys.
Your Company has been acquiring young, new-to-market clients, with higher potential
lifetime value and healthy operating margin.
Your Company's FY23 consolidated total income grew by 31.5% Y-o-Y to Rs30,211 million
against Rs22,971 million in FY22, whilst the consolidated profit after tax from continuing
operations increased by 42.4% Y-o-Y at Rs8,902 million in FY23 against Rs6,251 million in
FY22; with sustained improvement in operating leverage.
Due to better operating performance, decrease in trade receivables and client funding
book, the company generated Rs8.0 billion of operating cashflow. This was partly utilised
towards investments made to augment tech capacity, commissioning of the Super App,
repayment of borrowings and higher dividend outgo.
During the year under review, your Company received the in-principle approval from SEBI
for setting up of our Asset Management business and is in the process of completing the
requirements for the final license for mutual funds.
Your Company, with technologically advanced and best-in-class product suite, most
competitive pricing plan, aggressive client acquisition strategy and a healthy balance
sheet, is well positioned to capture the immense growth opportunities, going forward.
6. RECLASSIFICATION OF PROMOTER/PROMOTER GROUP SHAREHOLDERS AS PUBLIC
SHAREHOLDERS:
The Company has received the stock exchanges approval for Reclassification of below
mentioned shareholders from Promoter/Promoter Group category to Pubic category w.e.f. 9
January, 2023:
i. Mr. Haresh Gobindram Chanchlani, |
ii. Mr. Ajit Gobindram Chanchlani, |
iii. Mr. Jairam Gobindram Chanchlani, |
iv. Mr. Samir Ratilal Shah, |
v. Ms. Neha Manish shah, |
vi. Mr. Manish Ratilal Shah, |
vii. Ms. Shyam Magnani, |
viii. Mr. Rajkumar Magnani, |
ix. Ms. Mohini Nenwani, |
x. Mr. Kanayalal Magnani, |
xi. Mr. Manohar Magnani, |
xii. Ms. Meena Adwani, |
xiii. Mr. Madan Magnani, |
xiv. Mr. Rahul Lalit Thakkar, |
xv. Ms. Anuradha Lalit Thakkar and |
xvi. Ms. Vinita Jairam Chanchlani |
7. 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.
8. 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, 2023, 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 judgments 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.
9. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of the business of your
Company during the financial year.
10. 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 FY2022-23 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".
11. 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 |
1. Bank Loan Facility Rs ( 45.0 billion) |
CRISIL AA-/Stable (Reaffirmed) CRISIL A1+ (Reaffirmed) |
Long Term Rating Short Term Rating |
|
2. Long Term Principal Protected Market Linked Debentures ( Rs 1.0 billion) |
CRISIL PPMLD AA- /Stable (Assigned) |
Long Term Rating |
CRISIL Ratings Limited |
3. Commercial Papers Rs ( 7.5 billion) |
CRISIL A1+ (Reaffirmed) CARE A1+ (Reaffirmed) |
Short Term Rating |
CARE Ratings Limited |
12. AWARD AND RECOGNITIONS:
The Company received various awards and recognitions during the year. Details of the
same form part of this report, on page numbers 54-55.
13. 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 https://www.angelone.in/
investor-relations/annual-report-company
14. 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, 1 (One) Whole-Time Director, 1 (One) Non-Executive Director and 6 (Six)
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. During the year
under review, Mr. Narayan Gangadhar tendered his resignation from the post of Chief
Executive Officer of the Company on 16 February 2023 and his last day of vacating the
office will be with effect from 16 May, 2023.
During the year under review, the Board of Directors of the Company appointed Mr.
Kalyan Prasath (DIN: 07677959) as an Independent Director of the Company w.e.f. 16
January, 2023 for a term of 5 years i.e. 16 January, 2023 to 15 January, 2028. Further,
his appointment as an Independent Director was approved by the shareholders through postal
ballot of the Company the results of which were announced on 24 February, 2023.
During the year under review, the Board of Directors of the Company appointed Mr.
Krishnaswamy Arabadi Sridhar (DIN: 00046719) as an Independent Director of the Company
w.e.f. 16 January, 2023 for a term of 5 years i.e. 16 January, 2023 to 15 January, 2028.
Further, his appointment as an Independent Director was approved by the shareholders
through postal ballot of the Company the results of which were announced on 24 February,
2023.
Further in opinion of the Board Mr. Kalyan Prasath and Mr. Krishnaswamy Arabadi Sridhar
who were appointed as Independent Directors during the financial year 2022-23 are person
of integrity and have the relevant expertise, experience and proficiency as required under
sub-section (1) of section 150 of the Companies Act, 2013.
The members of the Company, vide ordinary resolution passed through postal ballot on 24
February, 2023 for payment of commission not exceeding 1 per cent of the net profit of the
Company, calculated in accordance with the provisions of sections 197 and 198 of the Act
to the non-executive directors as may be decided by the Board of Directors from time to
time.
15. 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 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.
16. 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.
None of the Independent Non-Executive Directors held any equity shares of your Company
during the financial year ended 31 March, 2023.
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.
17. 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 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
https://www.angelone.in/investor-relations/codes-and-policies
18. 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, 2023. The said code is
available on the website of your Company at
www.angelone.in/investor-relations/codes-and-policies
19. MEETING OF BOARD OF DIRECTORS AND COMMITTEES:
The Board met 5 times during the FY23, 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 and Environment, Social and Governance Committee and meetings of
those Committees held during the year is given in the Corporate Governance Report.
20. 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 26th (Twenty Sixth) 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 31st (Thirty First)
Annual General Meeting for FY27.
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.
21. 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.
22. INTERNAL AUDITOR:
The Board of Directors at their meeting held on
13 October, 2022 have appointed M/s. KPMG Assurance and Consulting Services LLP,
Chartered Accountants, as Internal Auditors of the Company for the period from October
2022 to March 2023 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.
23. SUBSIDIARY COMPANIES:
As on 31 March, 2023, your Company had 5 (five) direct subsidiaries. During the
financial year, your Board of Directors reviewed the affairs of the subsidiaries. The
consolidated financial statements of your Company are prepared in accordance with Section
129(3) of the Companies Act, 2013; and forms part of this Annual Report.
A statement containing the salient features of the financial statements of the
subsidiaries, in the prescribed format AOC-1, is appended as "Annexure II" to
the Directors' Report.
The statement also provides the details of the performance and financial positions of
each of the subsidiaries.
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.
24. 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 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. Members may
refer to note no. 41 and 42 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.
25. 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 Rs89.5 million, towards the CSR activities during
FY23.
Your Company has undertaken CSR activities for
Promoting Education by supporting Financial and Digital Literacy and Promoting
Livelihood Enhancement Projects by skill development of youth through Implementing agency
like Raah Foundation, Shram Sarathi, Dhriti Foundation, NIIT Foundation, Aajeevika Bureau
Trust and Kherwadi Social Welfare Association, for an amount of Rs89.5 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.
26. 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 |
166.5 |
35.0 |
Mr. Ketan Shah |
50.9 |
17.0 |
Chief Executive Officer |
|
|
Mr. Narayan Gangadhar |
106.7 |
15.0 |
Chief Financial Officer |
|
|
Mr. Vineet Agrawal |
50.9 |
22.5 |
Company Secretary |
|
|
Ms. Naheed Patel |
9.1 |
14.9 |
Percentage increase in the median remuneration of employees in the financial
year: 14.95%
The number of permanent employees on the rolls of the Company as at 31 March,
2023: 3,120
average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: None
It is affirmed that the remuneration paid is as per the remuneration policy of
the Company. Yes
The statement containing particulars of remuneration of employees as required under
Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is available on the website
www.angelone.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@angelbroking.com.
27. 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.
28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:
As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Business Responsibility and Sustainability
Reporting forms a part of this Annual Report.
29. 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 & Co., Practicing Company Secretaries were appointed as Secretarial
Auditor on 20 April, 2022, to undertake the secretarial audit of your Company for FY23.
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 FY23 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".
The Board has taken note of the remarks of the Secretarial Auditor and commented as
below:
Sr. No. Particulars |
Comments |
1. The composition of Nomination and Remuneration Committee is not in compliance with
the provisions of Regulation 19 of Listing Regulation for the period of 01-04-2022 to
17-05-2022, further the Company has affirmed the said regulation is in compliance in
Corporate Governance report for the respective quarters which was erroneous. However, the
composition was duly constituted w.e.f. 18-05-2022. |
Pursuant to the provisions of the SEBI LODR (Listing Obligations and Disclosure
Requirement) Third Amendment Regulations, which came into effect from 01 January, 2022,
2/3rd of the members of the Nomination and Remuneration Committee ("NRC") shall
be Independent Directors. |
|
As on 01 April, 2022, the NRC of the Company had five members out of which three were
independent. The Company interpreted that at least 3 members of NRC have to be
independent, being 2/3rd of 5 which arrives at 3.33. However, the stock exchanges
clarified that the higher number of the decimal is to be considered and the number of
independent members of NRC shall be rounded off to 4. |
|
In view of the above, the Company, reconstituted the NRC on 18 May, 2022 and made good
the compliance w.r.t. the composition of NRC. |
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.
30. 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.
31. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
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
32. BOARD EVALUATION:
The Nominations and Remuneration Policy of your Company empowers the Nominations 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.
The Chairperson(s) of the respective Committees based on feedback received from the
Committee members on the outcome of performance evaluation exercise of the Committee(s),
share their report to the Board of Directors. The Independent Directors, at their separate
meeting, review the performance of Non-Independent Directors and the Board as a whole.
Based on the outcome of the performance evaluation exercise, areas for further
development are identified for the Board to engage itself with; and the same would be
acted upon.
The details of the evaluation process are set out in the
Corporate Governance Report, which forms a part of this Annual Report.
The Board Evaluation policy is available in the public domain i.e. on the website of
your Company at www.angelone.in
33. CHANGES IN SHARE CAPITAL:
Your Company had made following allotments during FY23:
Date |
No. of shares |
Remarks |
04 April, 2022 |
59,653 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
19 April, 2022 |
12,318 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
04 May, 2022 |
14,482 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
16 May, 2022 |
22,655 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
16 May, 2022 |
104,291 |
Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan
2018 |
07 June, 2022 |
48 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
21 June, 2022 |
60 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
05 July, 2022 |
83,596 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
05 July, 2022 |
155,080 |
Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan
2018 |
02 August, 2022 |
2,633 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
28 September, 2022 |
2,547 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
27 October, 2022 |
595 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
27 October, 2022 |
45,080 |
Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan
2018 |
24 November, 2022 |
5,617 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
22 December, 2022 |
3,683 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
25 January, 2023 |
4,686 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
25 January, 2023 |
36,000 |
Fresh allotment of fully paid-up equity shares was made to an employee under ESOP Plan
2018 |
23 February, 2023 |
4,993 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
23 March, 2023 |
3,002 |
Fresh allotment of fully paid-up equity shares was made to an employee under LTI Plan
2021 |
The authorised share capital of your Company as on
31 March, 2023 was Rs 1,000,000,000 (Rupees One billion)
The paid up share capital of your Company as on
31 March, 2023 was Rs834,197,410 (Rupees Eight Hundred Thirty Four Million One Hundred
Ninety Seven Thousand Four Hundred and Ten only).
34. 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.
35. 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.
36. 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.
37. 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 & Redressal) Act, 2013.
Your Company has constituted its Internal Complaints and the Appeals Committees, set up
to redress complaints received in regards to sexual harassment at workplace.
The constitution of the Internal Complaints and the Appeals Committees as on date of
this report are as follows:
Internal Complaints Committee:
Sr. No. Name |
Designation |
Position Held |
1. Boneya Sam |
Chief Manager |
Chairperson/ |
2. Poonam Chaudhary |
Vice President |
Officer Presiding Member |
3. Sukhbir Singh Bhinder |
Vice President |
Member |
4. Amar Singh |
Senior Vice President |
Member |
5. Sumati Atre |
External Member |
Member |
Appeals Committee:
Sr. No. Name |
Designation |
Position Held |
1. Rashmi |
Senior Vice |
Chairperson/ |
Anthony |
President |
Officer Presiding |
2. Pramita Shetty |
Vice President |
Member |
3. Bhavin Parekh |
Assistant Director |
Member |
4. Ketan Shah |
Executive-Whole Time Director |
Member |
5. Pratibha Naitthani |
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 FY23
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 |
39. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read
with Section 177(10) of the Companies Act, 2013 ("Act") and Regulations 22 of
the Listing Regulations your Company has adopted a Vigil
Mechanism Framework ("Framework"), under which the Whistle Blower
Investigation Committee ("the Committee") has been set up. The objective of the
Framework is to establish a redressal forum, which addresses all concerns raised on
questionable practices and through which the Directors and employees can raise actual or
suspected violations.
The mechanism framed by your Company is in compliance with requirement of the Act and
available on the website www.angelone.in/investor-relations/codes-and-policies.
40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREGIN EXCHANGE EARNINGS AND OUTGO:
(A) Information on Conservation of energy as prescribed under Section 134(3) (m) of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable to
the present activities of your Company and hence no annexure forms part of this report.
(B) Technology Absorption: The management keeps itself abreast of the technological
advancements in the industry and has adopted best in class transaction, billing and
accounting systems along with robust risk management solutions.
(C) Foreign Exchange Earnings and Outgo for the period under review was as under:
1. Foreign Exchange Earning: Nil
2. Outgo Rs164.7 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 STOCK OPTION PLAN, 2018 AND ANGEL BROKING EMPLOYEE LONG TERM
INCENTIVE PLAN 2021:
During the financial year 2022-23, 561,019 equity shares were allotted to the ESOP
grantees who had exercised the option attached to the Angel Broking Employee Stock Option
Plan, 2018 and Angel Broking Employee Long Term Incentive Plan 2021respectively. During
FY2022-23 the Board has granted Nil stock options under ESOP Plan 2018 and 308,944 stock
options, 968,871 Restrictive Stock Units ("RSUs") and 440,684 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.
43. BUSINESS RISK MANAGEMENT:
Risk Management plays a key role in business strategy and planning discussions. The
same has been extensively covered in the Management Discussion and Analysis on page 56-71
of the Annual Report.
44. CHANGE IN REGISTERED OFFICE OF THE COMPANY:
The Board of Directors at their meeting held on
13 October, 2022 approved the change of registered office of the Company within the
local limits from G-1, Ground Floor, Akruti Trade Centre, Road No 7, MIDC, Andheri East,
Mumbai 400 093 to 601, 6th Floor, Ackruti Star, Central Road, MIDC, Andheri East, Mumbai
400093.
45. 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.
46. 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.
47. CEO AND CFO CERTIFICATION:
As required under Regulation 17(8) of the Listing Regulations, the CEO and 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, 2023. Their Certificate is annexed to this Report.
48. 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 25 years.
Your Directors also wish to place on record their deep sense of acknowledgment 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 |
(Formerly known as Angel Broking Limited) |
Dinesh Thakkar |
Chairman & Managing Director |
(DIN: 00004382) |
Place: Mumbai |
Date: 29 May, 2023 |