Angel One CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 9 Jun 2025, 25 fund houses

• To receive, consider and adopt the audited (Standalone) Statements of Profit and Loss, Cash Flow Statement of the Company for the financial year ended 31 March, 2025 and the Balance Sheet as on 31 March, 2025 and the Reports of the Directors and the Auditors thereon.MoreLess

  24 for0 against

  1 abstained

• To receive, consider and adopt the Audited (Consolidated) Statements of Profit and Loss, Cash Flow Statement of the Company for the financial year ended 31 March, 2025 and the Balance Sheet as at 31 March, 2025 and the Reports of the Directors and the Auditors thereonMoreLess

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundUnqualified Financial Statements. Non-Compliant with Companies Act, 2013 and SEBI LODR Regulations: Non-disclosure of financial statements of Subsidiaries for FY 2024-25 on website.

  20 for4 against

  1 abstained

• Confirmation of Payment of the Interim Dividend and Declaration of Final Dividend for 2024-25

  24 for0 against

  1 abstained

• To appoint a director in place of Mr. Amit Majumdar (DIN: 01633369), who retires by rotation and being eligible offers himself for re-appointment

  24 for0 against

  1 abstained

• Appointment of M/S U Hegde & Associates, Company Secretaries as the Secretarial Auditor of the Company for a term of 5 (Five) Consecutive Years w.e.f. 01 April, 2025

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundAppointment compliant with law. Transparency concern: Previous auditor remuneration has not disclosed.

  20 for4 against

  1 abstained

• Appointment of Mr. Ambarish Kenghe Group Chief Executive Officer of the Company as a Director of the Company

  24 for0 against

  1 abstained

• Appointment of Mr. Ambarish Kenghe Group Chief Executive Officer of the Company as Whole Time Director of the Company for the period of 5 years w.e.f 16 April, 2025 and to fix remuneration thereof

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual FundAmbarish Kenghe, 48, joined Angel One Limited in March 2025 as Group Chief Executive Officer and was appointed on the board in April 2025. His FY26 pay, excluding commission and ESOPs, is estimated at Rs. 120.1 mn. While the notice states that he may be paid commission/ bonus over and above the short-term incentive, the company has clarified that no additional commission is proposed. Till date, he has been granted Restricted Stock Units (RSUs) worth Rs. 1,400.0 mn, which is significantly high considering the company’s size of operations. The notice provides details only for FY26 pay and does not offer any guidance on his compensation for the rest of his tenure or potential increments. It also lacks clarity on the quantum of stock options or units that may be granted in the future. We have allocated the value of the RSUs already granted (Rs. 1,400.0 mn) over a five-year period. Based on this, his annual pay, excluding any future options or units, aggregates Rs. 400.1 mn, which is high. ESOPs constitute a large portion of his overall compensation. In the absence of clarity on his future ESOP compensation, we are unable to fully assess his overall pay. The company should have also disclosed the performance metrics that determine his overall compensation. We do not support the resolution.
  • Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundAppointment compliant with law. Governance concern: Excessive remuneration without any adequate justification.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • The company has failed to provide any disclosure on the performance metrics and (threshold and target) performance that he needs to achieve based on which the RSUs will vest. • There is no absolute cap on the commission element, which makes the proposed remuneration structure open ended and may lead to discretionary payouts. • The estimated pay is higher than industry peers of similar size and scale.
  • HDFC Mutual FundMr. Ambarish Kenghe, 48, joined Angel One Limited in March 2025 as Group Chief Executive Officer and was appointed on the board in April 2025. The proposed remuneration is high for the size and scale of business. We do not support the resolution.
  • Invesco Mutual FundAmbarish Kenghe, 48, joined Angel One Limited in March 2025 as Group Chief Executive Officer and was appointed on the board in April 2025. His FY26 pay, excluding commission and ESOPs, is estimated at Rs. 120.1 mn. While the notice states that he may be paid commission/ bonus over and above the short-term incentive, the company has clarified that no additional commission is proposed. Till date, he has been granted Restricted Stock Units (RSUs) worth Rs. 1,400.0 mn, which is significantly high considering the company’s size of operations. The notice provides details only for FY26 pay and does not offer any guidance on his compensation for the rest of his tenure or potential increments. It also lacks clarity on the quantum of stock options or units that may be granted in the future. We have allocated the value of the RSUs already granted (Rs. 1,400.0 mn) over a five-year period. Based on this, his annual pay, excluding any future options or units, aggregates Rs. 400.1 mn, which is high. ESOPs constitute a large portion of his overall compensation. In the absence of clarity on his future ESOP compensation, we are unable to fully assess his overall pay. The company should have also disclosed the performance metrics that determine his overall compensation. We do not support the resolution
  • Kotak Mahindra Mutual FundAmbarish Kenghe, 48, joined Angel One Limited in March 2025 as Group Chief Executive Officer and was appointed on the board in April 2025. Per disclosures, his FY26 pay, excluding commission and ESOPs, is estimated at INR120.1 mn. While the notice states that he may be paid commission/ bonus over and above the short-term incentive, the company has clarified that no additional commission is proposed. Besides, he has been granted Restricted Stock Units (RSUs) worth INR1,400.0 mn (based on average closing share price over preceding one month on the date of filing of AGM notice), of which 25% of the granted RSUs will vest every year over 4 years from the date of the grant. The company has granted 615,212 RSUs in total as of now. While we appreciate the potential that Ambarish Kenghe brings on the table based on his credentials, the overall compensation appears high when compared with the size of the business. Moreover, the notice provides details only for FY26 pay and does not offer any guidance on his compensation for the rest of his tenure or potential increments. It also lacks clarity on the quantum of stock options or units that may be granted in the future. ESOPs constitute a large portion of his overall compensation. In the absence of clarity on his future ESOP compensation, we are unable to fully assess his overall pay. The company should have also disclosed the performance metrics that determine his overall compensation. Based on the above highlighted concerns, voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Skewed Remuneration
  • Sundaram Mutual FundAmbarish Kenghe, 48, joined Angel One Limited in March 2025 as Group Chief Executive Officer and was appointed on the board in April 2025. His FY26 pay, excluding commission and ESOPs, is estimated at Rs. 120.1 mn. Till date, he has been granted Restricted Stock Units (RSUs) worth Rs. 1,400.0 mn, which is significantly high considering the company’s size of operations. The notice provides details only for FY26 pay and does not offer any guidance on his compensation for the rest of his tenure or potential increments. It lacks clarity on the quantum of stock options or units that may be granted in the future, as well as the value of commission or bonus. We have allocated the value of the RSUs already granted (Rs. 1,400.0 mn) over a five-year period. Based on this, his annual pay, excluding commission and future options/ units, aggregates to Rs. 400.1 mn, which is high. ESOPs and variable pay constitute a large portion of his overall compensation. In the absence of clarity on these components, we are unable to assess his overall pay. Additionally, the company must provide details on how the Nomination and Remuneration Committee has benchmarked his compensation against peers in comparable roles and industries. We do not support the resolution. The company should have also disclosed the performance metrics that determine his overall compensation.

  10 for14 against

  1 abstained

• To approve the transfer of Securities Broking business, Depository Participant business, Mutual Fund Distribution business and Research Analyst business of the Company on a going concern basis to Angel Securities Limited, its Wholly Owned Subsidiary.MoreLess

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. Transparency & Governance concern: Approval of shareholders sought without disclosing proper details and shareholders are exposed to a business structure which is exposed to holding company discount.

  20 for4 against

  1 abstained

Mutual fund votes, meeting of 17 Nov 2024, 22 fund houses

• Re-classification of members of the Promoters/Promoters Group from “Promoter & Promoter Group” category to “Public” category.

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundThe applicants proposed to be reclassified as public shareholders held 6.6% equity in the company on 30 September 2024. The major shareholders include Lalit Tarachand Thakkar, his brother Deepak Tarachand Thakkar and his sister Sunita Magnani, with each of the other applicants individually holding <0.1% equity. Lalit Tarachand Thakkar previously served on the board of Angel One Limited till his resignation in May 2018. Based on all publicly available information, we believe the three key shareholders proposed to be reclassified as public shareholders are related to Tarachand Daryanumal Thakker, who remains classified as a promoter and is likely the brother of the promoter, Dinesh Dariyanumal Thakkar (promoter and CMD). Given the proximity of the relationships and the lack of a formal family separation agreement, we do not support the reclassification. Further, in August 2022, the company had sought reclassification of Rahul Lalit Thakkar (son of Lalit Tarachand Thakkar) and Anuradha Lalit Thakkar (spouse of Lalit Tarachand Thakkar) as public shareholders. If the proposed reclassification is approved, then the extended family of the promoters would hold almost 11.3% of the equity as public shareholders.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual FundGovernance & Transparency Concern: Lack of clarity regarding whether all the legally requisite conditions have been complied with by the persons related to the outgoing promoters; Lack of clarity regarding the relationship between the promoters seeking re-classification and the continuing promoters.
  • HDFC Mutual FundWe do not support the reclassification given the proximity of the relationships and the lack of a formal family separation agreement.
  • Invesco Mutual FundThe applicants proposed to be reclassified as public shareholders held 6.6% equity in the company on 30 September 2024. The major shareholders include Lalit Tarachand Thakkar, his brother Deepak Tarachand Thakkar and his sister Sunita Magnani, with each of the other applicants individually holding <0.1% equity. Lalit Tarachand Thakkar previously served on the board of Angel One Limited till his resignation in May 2018. Based on all publicly available information, we believe the three key shareholders proposed to be reclassified as public shareholders are related to Tarachand Daryanumal Thakker, who remains classified as a promoter and is likely the brother of the promoter, Dinesh Dariyanumal Thakkar (promoter and CMD). Given the proximity of the relationships and the lack of a formal family separation agreement, we do not support the reclassification. Further, in August 2022, the company had sought reclassification of Rahul Lalit Thakkar (son of Lalit Tarachand Thakkar) and Anuradha Lalit Thakkar (spouse of Lalit Tarachand Thakkar) as public shareholders. If the proposed reclassification is approved, then the extended family of the promoters would hold almost 11.3% of the equity as public shareholders
  • Kotak Mahindra Mutual FundGiven the proximity of the relationships and the lack of a formal family separation agreement, we do not support the reclassification. In the past too (August 2022), the company had sought such reclassification. While the current set of shareholders may not own more than 10% shares of the company, cumulatively the re-classified shareholders (extended family) might end up owning more than 10% shares in the company.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Navi Mutual FundThe applicants proposed to be reclassified as public shareholders held 6.6% equity in the company on 30 September 2024. The major shareholders among the applicants include Lalit Tarachand Thakkar, his brother Deepak Tarachand Thakkar and his sister Sunita Magnani, with each of the other applicants individually holding <0.1% equity. Lalit Tarachand Thakkar previously served on the board of Angel One Limited till his resignation in May 2018. Tarachand Daryanumal Thakker, the father of Lalit Tarachand Thakkar will continue to be categorised as part of the promoter group. Tarachand Daryanumal Thakker is the brother of the promoter, Dinesh Dariyanumal Thakkar (promoter and CMD). While we understand that the outgoing promoters do not exercise control over the company’s operations, we do not support the reclassification given the proximity of the relationships and the lack of a formal family separation agreement. Further, in August 2022, the company had sought reclassification of Rahul Lalit Thakkar (son of Lalit Tarachand Thakkar) and Anuradha Lalit Thakkar (spouse of Lalit Tarachand Thakkar) as public shareholders. If the proposed reclassification is approved, then the extended family of the promoters would hold almost 11.3% of the equity as public shareholders.
  • Nippon India Mutual FundLack of clarity

  6 for16 against

Mutual fund votes, meeting of 9 Aug 2024, 17 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• ADOPTION OF STANDALONE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2024

  17 for0 against
• ADOPTION OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2024

  17 for0 against
• TO CONFIRM THE PAYMENT OF 3 (THREE) INTERIM DIVIDENDS AGGREGATING TO RS. 34.65 PER EQUITY SHARE FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2024.

  17 for0 against
• TO APPOINT A DIRECTOR IN PLACE OF MR. DINESH THAKKAR (DIN: 00004382), WHO RETIRES BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR RE-APPOINTMENT.

  ›Against Groww Mutual Fund

  • Groww Mutual FundCompliant with law. Governance Concern: Holding Chairman and MD Position.

  16 for1 against
• INCREASE IN BORROWING LIMITS UNDER SECTION 180(1)(C) OF THE COMPANIES ACT, 2013

  5 for0 against
• APPROVAL UNDER SECTION 186 OF THE COMPANIES ACT, 2013

  ›Against Sundaram Mutual Fund

  • Sundaram Mutual FundThe Company provides MTF to its retail clients so that they can take leveraged position in the cash delivery segment after fulfilling margin requirements prescribed by SEBI. The brokers are allowed to provide MTF to their clients under the framework issued by SEBI. As per the framework, based on the latest liquid networth, the company is allowed to grow the MTF book upto Rs. 189.0 bn. The company expects the loans largely towards trade receivables (T+6) and MTF to its clients. The investments and loans for margin facility stood at Rs. 19.2 bn on 31 March 2024 and the company’s limit under section 186 stood at ~Rs. 28.3 bn. The company seeks an enabling approval to increase the limit under Section 186 to Rs. 120.0 bn. We are unable to support the resolution given the existing headroom of Rs. 28.3 billion under the automatic limit. The company must provide granular clarity with respect to the need for enhanced limited as the MTF loans have increased to just Rs. 14.7 bn on 31 March 2024 compared to Rs. 10.0 bn on 31 March 2023. Further, while the company has suggested that the proposed limits under section 186 will be used for the MTF book, it must confirm that these limits will not be used to support any promoter-controlled or associate companies.

  2 for1 against
• ALTERATION IN THE ARTICLES OF ASSOCIATION OF THE COMPANY

  17 for0 against
• RE-APPOINTMENT OF MR. DINESH THAKKAR (DIN: 00004382) AS CHAIRMAN AND MANAGING DIRECTOR OF THE COMPANY

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Sundaram Mutual FundThe company proposes to reappoint Dinesh Thakkar (DIN: 00004382) as Chairperson and Managing Director for five years from 1 January 2025 and fix his remuneration. He received Rs. 72.1 mn as remuneration in FY24 which was 178.9x the median employee remuneration. He is a member of NRC. We believe NRC must comprise of only non-tenured independent directors to avoid any potential conflict of interest. He is entitled to a commission which will be determined by the board. The board must disclose a range of his commission to enable shareholders to make an informed decision with respect to his proposed remuneration. We also expect the board to disclose performance metrics that will determine his commission. Reimbursement of expenses incurred on official travelling and boarding and lodging for him and for his spouse will be borne by the company. We believe that family expenses should be borne by the employee and not the company, given the personal nature of such expenses. While we support his reappointment, we do not support his remuneration terms.
  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundCompliant with law. Governance Concern: Holding Chairman and MD Position. No cap on variable pay / Commission.
  • Edelweiss Mutual FundMultiple resolutions in one. Remuneration suggested is above thresholds
  • Kotak Mahindra Mutual FundThe company proposes to reappoint Mr. Dinesh Thakkar as Chairperson and Managing Director for five years from 1 January 2025 and fix his remuneration. He received INR72.1mn as remuneration in FY24 which was 178.9x the median employee remuneration. The proposed remuneration considering the fixed salary of INR7.81 million per month and perquisites / allowances of INR46,82,919 per month; the total fixed remuneration, other than commission performance bonus, payable as proposed to Mr. Thakkar is INR14.99 Crores per annum, which appears on the higher side. Besides, Mr. Thakkar is a member of NRC. We believe NRC must comprise of only non-tenured independent directors to avoid any potential conflict of interest. He is also entitled to a commission which will be determined by the board. The board must disclose a range of his commission to enable shareholders to make an informed decision with respect to his proposed remuneration. We also expect the board to disclose performance metrics that will determine his commission. Reimbursement of expenses incurred on official travelling and boarding and lodging for him and for his spouse will be borne by the company. We believe that family expenses should be borne by the employee and not the company, given the personal nature of such expenses. While we support his reappointment, we do not support his remuneration terms.

  8 for9 against

Mutual fund votes, meeting of 15 Mar 2024, 16 fund houses

• Increase in Authorised Share Capital of the Company and Alteration of Capital Clause of Memorandum of Association of the Company

  16 for0 against
• Issuance of Securities for an Aggregate Consideration not Exceeding Rs. 2000 Crore

  ›Against Bandhan Mutual Fund, Groww Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual FundCompliant with Law. Governance concern: Significant dilution. No clarity regarding not opting for Rights Issue.

  14 for2 against

Mutual fund votes, meeting of 15 Sep 2023, 13 fund houses

• To appoint Mr. Arunkumar Nerur Thiagarajan (DIN:02407722) as a Non-Executive Independent Director of the Company

  13 for0 against

Mutual fund votes, meeting of 23 Jun 2023, 12 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt the audited Standalone Statements of Profit and Loss, Cash Flow Statement of the Company for the financial year ended 31 March, 2023 and the Balance Sheet as at 31 March, 2023 and the Reports of the Directors and the Auditors thereon.MoreLess

  10 for0 against
• To receive, consider and adopt the audited Consolidated Statements of Profit and Loss, Cash Flow Statement of the Company for the financial year ended 31 March, 2023 and the Balance Sheet as at 31 March, 2023 and the Reports of the Directors and the Auditors thereon.MoreLess

  10 for0 against
• To confirm the payment of 4 (four) Interim Dividends aggregating to Rs. 35.85 per equity share for the financial year ended 31 March, 2023 and to declare a final dividendnof Rs. 4.00 per equity share for the financial year ended on 31 March, 2023.MoreLess

  12 for0 against
• To appoint a Director in place of Mr. Ketan Shah (DIN: 01765743), who retires by rotation and being eligible offers himself for re-appointment

  12 for0 against
• To appoint Mr. Amit Majumdar (DIN: 01633369) as a Director of the Company.

  10 for0 against
• To appoint Mr. Amit Majumdar (DIN: 01633369) as Whole Time Director of the Company w.e.f. 17 April, 2023 till 16 April, 2028 and to fix remuneration thereof.

  ›Against Axis Mutual Fund, Invesco Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundAmit Majumdar will be entitled to a fixed pay of Rs. 20.1 mn for FY24 – there is no clarity on his fixed pay or the annual increment that he may be entitled to for the rest of his tenure. He was granted ESOPs/ RSUs/ PSUs aggregating to fair value of Rs. 90.0 mn in FY24. There is no clarity on any further grants after FY24, till the completion of his tenure. He is also entitled to a performance bonus which will be determined by the board on the recommendation of Nomination and Remuneration Committee. The board must disclose a range of his performance pay to enable shareholders to make an informed decision with respect to his proposed remuneration. We also expect the board to disclose performance metrics that will determine his variable pay. Given the uncapped nature of his proposed remuneration, we are unable to estimate his compensation and thus unable to make an informed decision.
  • Invesco Mutual FundAmit Majumdar will be entitled to a fixed pay of Rs. 20.1 mn for FY24 – there is no clarity on his fixed pay or the annual increment that he may be entitled to for the rest of his tenure. He was granted ESOPs/ RSUs/ PSUs aggregating to fair value of Rs. 90.0 mn in FY24. There is no clarity on any further grants after FY24, till the completion of his tenure. He is also entitled to a performance bonus which will be determined by the board on the recommendation of Nomination and Remuneration Committee. The board must disclose a range of his performance pay to enable shareholders to make an informed decision with respect to his proposed remuneration. We also expect the board to disclose performance metrics that will determine his variable pay. Given the uncapped nature of his proposed remuneration, we are unable to estimate his compensation and thus unable to make an informed decision

  6 for4 against