Internal Policy & Control Procedure

in terms of SEBI (Research Analysts) Regulations, 2014

Introduction

SEBI vide its Notification No. LAD-NRO/GN/2014-15/07/1414 dated 1st September 2014 has notified SEBI (Research Analysts) Regulations, 2014 (“Regulations”) which was made effective on/after expiry of 29th November 2014. These regulations were introduced by SEBI with the objective of fostering transparency in security research and provide the investors with more reliable and useful information to make investment decisions.

Angel One Investment Services Private Limited (referred to as “AOISPL” or the “Company”) is registered as research analyst with the Securities and Exchange Board of India (“SEBI”) vide registration no. INH000020305 offering research analyst (RA) services.

Regulation 15 of SEBI (Research Analysts) Regulations, 2014 requires the Company to have written internal policies and control procedures governing the dealing and trading by any research analyst. In compliance with the said Regulation AOISPL has formulated this policy and control procedure (“Policy”).

2. Objective

•To establish proper internal control and procedures and to govern the dealing and trading by any research analyst.

•To address actual or potential conflict of interest arising from such dealings or trading of securities of subject company and promoting objective and reliable research that reflects the unbiased view of research analyst.

•Preventing the use of research report or research analysis to manipulate the securities market.

•To implement appropriate mechanisms to ensure independence of its research activities from its other business activities of Research analyst.

3.Applicability

This Policy shall be applicable to all employees of AOISPL engaged in Research Department as a Research analyst i.e. a person primarily responsible for preparation or publication of the content of the research report; or providing a research report or Making ‘buy sell/hold’ recommendation or giving price target or offering an opinion concerning public offer with respect to securities that are listed or to be listed in a Stock Exchange whether or not such person has the job title of ‘Research Analyst’. It also includes an associated person who reports directly or indirectly to a research analyst(s).

4.Management of Conflict of Interest and Disclosure Requirements :

[a] Segregated division and Chinese Walls:

AOISPL is also registered with AMFI as a Mutual Fund Distributor with ARN 306165.

Pursuant to the aforesaid, AOISPL and its Research Analysts shall maintain arms-length relationship between its research activity and its distribution-related functions to avoid any actual or perceived conflict of interest.

To safeguard the independence and objectivity function, AOISPL shall maintain appropriate “Chinese Walls” between its research division and its other divisions including distribution division. These measures are intended to prevent the flow of non-public, price-sensitive, or proprietary information between departments and ensure that the research function remains free from any undue influence.

AOISPL shall not provide any research recommendations or coverage on securities issued by group entities owned or controlled by its Ultimate Beneficial Owner (UBO), including Angel One Limited, or any other entity in which the UBO holds a significant interest.

[b] Limitations on trading by research analysts:

(i) Personal trading activities of the individuals employed as research analysts shall be monitored, recorded and wherever necessary, shall be subject to a formal approval process from the Compliance Officer of AOISPL;

(ii) Research Analysts employed by AOISPL including the associates of the Research Analysts shall not

(a)deal / trade in securities recommended / followed by the research analyst within 30 days before and five days after the publication of a research report;

(b)deal / trade in securities that the research analyst reviews in a manner contrary to his given recommendation;

(iii) However, the above restrictions to trade/ deal in securities shall not be applicable in case of significant news or event concerning the subject company or based upon an unanticipated significant change in the personal financial circumstances of the research analyst, subject to prior written approval from Compliance Officer of AOISPL.

(iv) Further, all the research analysts shall always adhere to the Conflict of Interest Policy of the Company, developed and implemented by the company pursuant to SEBI Circular dated 27/08/2013.

[c] Compensation of Research Analysts:

(i)The Research Analysts in the employment of AOISPL shall not be entitled to any bonus, salary or other form of compensation that is based on specific brokerage services transactions.

(ii)Further, compensation of all research analysts shall be reviewed, documented and approved annually by Committee of Board of Directors of AOISPL.

(iii)Such Research Analysts shall perform his/her/their duties independently and shall not be under supervision /control of any employee of brokerage entity which are affiliated to AOISPL.

[d] Limitation on Publication of Research Report, Public Appearance, Conduct of Business etc.

(i)The Research Report issued by Research Analysts of AOISPL shall be based on adequate documentary research evidence.

(ii)AOISPL and/or its Research Analysts shall not provide any promise or assurance of favorable review in research report to the Company or Industry as a consideration to commence or influence a business relationship of for the receipt of compensation or other benefits.

(iii)Research Analysts shall have adequate documentary basis, supported by research, for preparing a research report.

[e] Disclosures in Research Report

Research Analysts of AOISPL who are engaged in research activity and preparing research report shall disclose all material information about himself/herself or AOISPL including the following in its research reports :

i.Business Activity

ii.Disciplinary History

iii.Terms and conditions on which it offers research report

iv.Details of Associates

v.Details with respect to Ownership and Material Conflict of Interest such as :

a)whether AOISPL or any Research Analysts or its/his associate or relatives has any Financial interest in the subject company, if yes, then provide details together with nature of such financial interest

b)Whether AOISPL or any Research Analysts or its/his/her associate or relatives have actual / beneficial ownership of 1 % or more securities of subject company at the end of the month immediately preceding the date of publication of research report or date of public appearance, as the case may be.

c)Details of actual / beneficial ownership of one percent or more securities of the subject company, at the end of month immediately preceding the date of publication the research report or date of public appearance.

d)Details of any material conflict of interest at the time of publication of research report or at the time of public appearance

e)Details of any compensation received by AOISPL or Research Analysts or its/his/her/their associates from the subject company in past 12 months

f)Details of whether AOISPL or its associates have received any compensation for investment banking or merchant banking of brokerage services from the subject company in past 12 months

g)Details of whether AOISPL or its associates have received any compensation for products or services other than above from the subject company in past 12 months

h)Details of any compensation or other benefits received by AOISPL or Research Analysts or its/his/her/their associates from the subject company or 3rd party in connection with the research report

vi. AOISPL and / or its Research Analysts shall disclose in public appearance with regard to receipt of compensation

a)whether AOISPL or Research Analysts or its/his/her/their associates have received any compensation from the subject company in past 12 months.

b)whether the subject company is / was client of AOISPL during 12 months preceding the date of distribution of research report and the types of such services provided by AOISPL.

vii. Whether the Research Analysts has served as an officer, director or employee of the subject company.

viii. Whether AOISPL or its Research Analysts has been engaged in market making activity of the subject company

ix. Such other disclosures in research reports / public appearance as specified by SEBI under any other regulations

x. Such Research Reports reflects the factual information about the subject company and are based on reliable information. Such reports also contain the definition of terms which are used in making recommendations and such terms have been used consistently.

xi. If such Research Reports contain either a rating or price target for at least 1 year, the same shall also provide for the graph of daily closing price of such securities for the period assigned or for a 3-year period, whichever is shorter.

xii. Such Research Report shall not be issued selectively to internal trading personnel or to a particular client or group of other clients in advance of other clients who are entitled to receive the research report.

xiii. In case of distribution of any 3rd party research report, Research Analysts of AOISPL shall review such 3rd party report for any untrue statement of material fact or any false or misleading information, provided that AOISPL or its Research Analysts do not have any direct / indirect business or contractual relationship with such 3rd party research provider.

xiv. In case, any Research Analysts or Director or employee of AOISPL appears in public media and make any recommendation, the disclosure of his / its name, registration status and details of financial interest shall invariably made at the time of making such recommendation or offering any opinion in his personal capacity, responding to any queries of audience or journalists in personal capacity and communicating the research report or its substance through public media.

5.Code of Conduct (As per Schedule III of the Regulations)

a) Honesty and Good Faith A research analyst or research entity shall act honestly and in good faith.

b) Diligence

Research analyst or research entity shall act with due skill, care and diligence and shall ensure that the research report is prepared after thorough analysis.

c) Conflict of Interest

Research analyst or research entity shall effectively address conflict of interest which may affect the impartiality of its research analysis and research report and shall make appropriate disclosures to address the same.

d) Insider Trading and Front Running Research analyst or research entity or its employees shall not engage in insider trading or front running or front running of its own research report.

e) Confidentiality

Research analyst or research entity or its employees shall maintain confidentiality of report till the report is made public.

f) Professional Standard

Research analyst or research entity or its employees engaged in research analysis shall observe high professional standard while preparing research report.

g) Compliance

Research analyst or research entity shall comply with all regulatory requirements applicable to the conduct of its business activities.

h) Responsibility of senior management

The senior management of research analyst or research entity shall bear primary responsibility for ensuring the maintenance of appropriate standards of conduct and adherence to proper procedures.

6. Other conditions:

a) Qualification of Research Analysts: Research analysts employed by AOISPL shall have the minimum qualifications as specified in the Regulations, at all times. Further, every research analyst shall have at all times, a valid NISM certification for research analysts as specified by SEBI or other certification recognized by SEBI from time to time.

b) AOISPL and its Research Analysts shall maintain and preserve following records for a minimum period of 5 years:

i. Research Report duly signed and dated

ii. Research recommendation provided

iii. Rationale for arriving at research recommendation

iv. Record of public appearance

c) Research Analysts shall forthwith inform AOISPL in writing about any information or particulars about him/her/them submitted to AOISPL which are found to be false or misleading in any material particular or if there is any change in information already submitted.

d) AOISPL shall conduct annual audit in respect of compliance with the captioned SEBI Regulations from member of ICAI or ICSI.

7. Governance and Review

This Policy has been approved by the Board of Directors of AOISPL. This Code may be reviewed on a periodical basis or upon issuance of any new SEBI directive or circulars. The Board of Directors of AOISPL reserves the right to amend, modify or repeal this Policy as required from time to time in compliance with applicable law.