Anand Rathi Financial Services Limited, acting in its capacity as a promoter of Anand Rathi Share And Stock Brokers Limited, submitted a regulatory disclosure to the National Stock Exchange of India Limited and BSE Limited on May 11, 2026. The filing was made under Regulation 31(1) and 31(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and covers encumbrance activity on equity shares of the target company carried out on May 8, 2026 and May 9, 2026. An additional Annexure II disclosure was also filed, providing further details on the reasons for encumbrance and security cover.

Pledge Release and Re-Creation on Equity Shares

The disclosure details a two-step transaction involving 24,00,000 equity shares of Anand Rathi Share And Stock Brokers Limited, representing 3.83% of the company's total share capital. In the first step, the pledge previously held by Orbis Financial Corporation Limited was released on May 8, 2026. In the second step, a fresh pledge was created in favour of Yes Bank Limited on May 9, 2026, covering the same 24,00,000 shares. Both transactions were executed for the purpose of availing margin limits, reflecting a shift in the custodian participant from Orbis Financial Corporation Limited to Yes Bank Limited.

The key details of the encumbrance events are summarised below:

Promoter Shareholding and Encumbrance Details

As per the disclosure, Anand Rathi Financial Services Limited holds 4,38,45,400 equity shares in Anand Rathi Share And Stock Brokers Limited, representing 69.90% of the target company's total share capital. The encumbered shares represent 5.47% of the promoter's total shareholding. The encumbered holding does not exceed 50% of the promoter's shareholding, nor does it constitute 20% or more of the total share capital of the listed company.

The Annexure II disclosure provides the following security cover details for the re-pledged shares:

Regulatory Compliance and Disclosure

The disclosure was signed by Divyani Shah, Company Secretary (Membership No. A49954), on behalf of Anand Rathi Financial Services Limited, and was filed from Mumbai on May 11, 2026. The filing is in compliance with the prescribed format under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. No other promoters or persons acting in concert (PACs) listed in the disclosure reported any encumbrance activity during the period.

Anand Rathi Shares and Stock Brokers Limited announced strong financial results for the fourth quarter and full year ended March 31, 2026, demonstrating resilient performance amid challenging market conditions. The company held its earnings conference call on April 15, 2026, where management outlined key achievements and strategic progress.

Financial Performance Highlights

The company delivered impressive growth metrics for Q4 FY26, with several key performance indicators showing substantial improvement over the previous year.

For the full financial year 2026, the company reported consolidated revenue from operations of ₹9,322 million, reflecting a 10.2% year-on-year growth. EBITDA reached ₹3,796 million with a growth of 21.9%, while PAT stood at ₹1,293 million, representing a 24.8% increase. The full-year EBITDA margin was 40.7% and PAT margin was 13.8%.

Balanced Revenue Mix Strategy

Anand Rathi continued to execute its strategic focus on maintaining a balanced revenue portfolio between broking and non-broking segments. For Q4 FY26, the revenue contribution was 47% from broking and 53% from non-broking segments. The full-year mix stood at 51% for broking and 49% for non-broking, closely aligned with the company's targeted 50-50 split.

Within the broking segment, revenue from broking and related services reached ₹1,201 million in Q4 FY26, showing a 14.5% year-on-year growth. However, for the full year, broking revenue was ₹4,755 million, representing a 6.8% decline compared to the previous year. The revenue mix across equity cash, futures & options, and other segments maintained at 51%, 41%, and 8% respectively for the full year.

Strong Non-Broking Business Growth

The non-broking segment demonstrated robust performance across multiple verticals. Distribution income emerged as a key growth driver, reaching ₹353 million for Q4 FY26 and ₹1,129 million for the full year, reflecting strong year-on-year growth of 34.3% for the quarter and 44.1% for the full year.

The company's Margin Trading Facility (MTF) book demonstrated significant growth, reaching ₹11,019 million as of March 31, 2026, representing a 61% year-on-year increase. Notably, the company maintained zero NPA in its MTF portfolio, reflecting disciplined underwriting practices and strong risk management.

Key Business Developments

FY26 marked several significant milestones for Anand Rathi. The company completed its IPO in September 2025, raising ₹745 crores from investors, which strengthened its capital position and working capital requirements. The company also received a corporate agency license to distribute insurance products, adding life and health insurance to its product portfolio.

As of March 31, 2026, the company's total assets under custody stood at ₹944,155 million, representing approximately 16% year-on-year growth. The debt-to-equity ratio improved significantly to 0.62 from 1.8 in the previous year, providing enhanced financial flexibility.

Strategic Outlook and Dividend Proposal

Management outlined its continued focus on building long-term customer relationships and expanding the geographical network through strengthening branch networks and business partner ecosystems. The company aims to grow both broking and non-broking businesses in a disciplined manner, targeting 40-45% growth in non-broking and around 15% growth in broking revenue.

The board proposed a dividend of ₹5 per share, subject to shareholder approval. With approximately 42% of active clients associated with the company for over five years and 83% of active clients over 30 years of age, the company maintains a strong foundation for sustained growth.