National Stock Exchange of India Ltd.की ऑडीटर रिपोर्ट

1. We have audited the accompanying standalone
financial statements of National Stock Exchange of
India Limited ("the Company”), which comprise the
Standalone Balance Sheet as at March 31, 2026, and the
Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of
Changes in Equity and the Standalone Statement of Cash
Flows for the year then ended, and notes to the standalone
financial statements, including material accounting
policy information and other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 ("the Act") in
the manner so required and give a true and fair view
in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company
as at March 31, 2026, and total comprehensive income
(comprising of profit and other comprehensive income),
changes in equity and its cash flows for the year
then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of
the Act. Our responsibilities under those Standards are
further described in the "Auditor''s Responsibilities for the

Audit of the Standalone Financial Statements” section
of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of
the standalone financial statements under the provisions
of the Act and the Rules thereunder, and we have fuifiiied
our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Emphasis of Matter

4. We draw attention to Note 31(I)(a) to the Standalone
Financial Statements relating to the orders passed by
the Securities and Exchange Board of India ("SEBI") in
relation to preferential access to tick-by-tick data at the
Company''s Colocation facility, Dark Fiber point-to-point
connectivity and governance and conflict of interest
matters and the adjudication orders in relation to these
matters. The Company has recognised a provision of
H 1,391.21 crore during the year ended March 31, 2026,
in addition to an amount of H 100 crore provided for earlier
as mentioned in Note 31(I)(a) to the Standalone Financial
Statements. The future outcome of the above matters
is uncertain at this stage. Our opinion is not modified in
respect of this matter.

Key audit matter

5. Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the standalone financial statements of the current
period. These matters were addressed in the context of
our audit of the standalone financial statements as a
whole and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Other Information

6. The Company''s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Annual report, but does not
include the financial statements and our auditor''s report
thereon. The annual report is expected to be made
available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does
not cover the other information and we wiii not express
any form of assurance conciusion thereon.

In connection with our audit of the standaione financiai
statements, our responsibiiity is to read the other
information identified above when it becomes avaiiabie
and, in doing so, consider whether the other information
is materiaiiy inconsistent with the standaione financiai
statements or our knowiedge obtained in the audit, or
otherwise appears to be materiaiiy misstated.

When we read the annuai report, if we conciude that
there is a materiai misstatement therein, we are required
to communicate the matter to those charged with
governance and take appropriate action as appiicabie
under the reievant iaws and reguiations.

Responsibilities of management and those
charged with governance for the standalone
financial statements

7. The Company''s Board of Directors is responsibie for
the matters stated in Section 134(5) of the Act with
respect to the preparation of these standaione financiai
statements that give a true and fair view of the financiai
position, financiai performance, changes in equity
and cash fiows of the Company in accordance with
the accounting principies generaiiy accepted in India,
inciuding the Indian Accounting Standards specified
under Section 133 of the Act. This responsibiiity aiso
inciudes maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and
detecting frauds and other irreguiarities; seiection and
appiication of appropriate accounting poiicies; making
judgments and estimates that are reasonabie and
prudent; and design, impiementation and maintenance of
adequate internai financiai controis, that were operating
effectiveiy for ensuring the accuracy and compieteness
of the accounting records, reievant to the preparation
and presentation of the standaione financiai statements
that give a true and fair view and are free from materiai
misstatement, whether due to fraud or error.

8. In preparing the standaione financiai statements, Board
of Directors is responsibie for assessing the Company''s
abiiity to continue as a going concern, disciosing, as
appiicabie, matters reiated to going concern and using
the going concern basis of accounting uniess Board of
Directors either intends to iiquidate the Company or to
cease operations, or has no reaiistic aiternative but to
do so.

9. Those Board of Directors are aiso responsibie for
overseeing the Company''s financiai reporting process.

Auditor’s responsibilities for the audit of
the standalone financial statements

10. Our objectives are to obtain reasonabie assurance about
whether the financiai statements as a whoie are free from
materiai misstatement, whether due to fraud or error, and
to issue an auditor''s report that inciudes our opinion.
Reasonabie assurance is a high ievei of assurance but is
not a guarantee that an audit conducted in accordance
with SAs wiii aiways detect a materiai misstatement
when it exists. Misstatements can arise from fraud or
error and are considered materiai if, individuaiiy or in
the aggregate, they couid reasonabiy be expected to
infiuence the economic decisions of users taken on the
basis of these standaione financiai statements.

11. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to standalone financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we
are required to draw attention in our auditor''s report
to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our
auditor''s report. However, future events or conditions
may cause the Company to cease to continue as a
going concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the standalone
financial statements represent the underlying
transactions and events in a manner that achieves
fair presentation.

12. We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

13. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements of the current period and are therefore the
key audit matters. We describe these matters in our
auditor''s report unless law or regulation precludes
public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should
not be communicated in our report because the
adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.

Report on other legal and regulatory
requirements

15. As required by the Companies (Auditor''s Report) Order,
2020 ("the Order”), issued by the Central Government
of India in terms of sub-section (11) of Section 143 of
the Act, we give in the Annexure B a statement on the
matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

16. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement
of Changes in Equity and the Standalone Statement
of Cash Flows dealt with by this Report are in
agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received
from the directors as on March 31, 2026, taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2026, from
being appointed as a director in terms of Section
164(2) of the Act.

(f) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure A”.

(g) With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014
(as amended), in our opinion and to the best of our
information and according to the explanations given
to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 31 to the
standalone financial statements.

ii. The Company was not required to recognise a
provision as at March 31, 2026 under the applicable
law or Indian Accounting Standards, as it does not
have any material foreseeable losses on long-term
contract. The Company did not have any long-term
derivative contracts as at March 31, 2026.

iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company during the year ended March
31, 2026.

iv. (a) The management has represented that,

to the best of its knowledge and belief, as
disclosed in Note 40(vii) to the standalone
financial statements, no funds have been
advanced or loaned or invested (either from
borrowed funds or share premium or any other
sources or kind of funds) by the Company to
or in any other person or entity, including
foreign entities ("Intermediaries”), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
whether directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

(b) The management has represented that, to the
best of its knowledge and belief, as disclosed
in the Note 40(vii) to the standalone financial
statements, no funds have been received
by the Company from any person or entity
including foreign entities ("Funding Parties”),
with the understanding, whether recorded in

writing or otherwise, that the Company shall,
whether directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries”) or
provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (a) and (b)
contain any material misstatement.

v. The Final dividend paid by the Company during the
year in respect of the prior year ended March 31,
2025 is in accordance with Section 123 of the Act
to the extent it applies to payment of dividend.

Further, as stated in note 11(b) to the standalone
financial statements, the Board of Directors of the
Company have proposed final dividend for the year
which is subject to the approval of the members at
the ensuing Annual General Meeting. The dividend
proposed is in accordance with section 123 of the
Act to the extent it applies to declaration of dividend.

vi. Based on our examination, which included test
checks, the Company has used accounting
softwares for maintaining its books of account
which have a feature of recording audit trail (edit
log) facility and that have operated throughout the
year for all relevant transactions recorded in the
softwares. During the course of our audit, we did
not notice any instance of audit trail feature being
tampered with. Further, the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

17. The Company has paid/provided for managerial
remuneration in accordance with the requisite approvals
mandated by the provisions of Section 197 read with
Schedule V to the Act.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

Amit Borkar

Partner

Membership Number: 109846

UDIN: 26109846YAXWHL4904

Place: Mumbai

Date: May 5, 2026