National Stock Exchange of India Ltd. के निदेशक की रिपोर्ट

 

Company’s Performance

During FY 2025-26, the total income of the Company, on a
standalone basis, stood at T17,138.33 Crores as against
T19,823.26 Crores in FY 2024-25 and the Profit after Tax for
FY 2025-26 stood at T9,372.92 Crores as against T11,245.70
Crores in FY 2024-25.

On a consolidated basis, during FY 2025-26, the total income
of the Company stood at T18,713.37 Crores as against
T19,176.83 Crores in FY 2024-25 and the Profit after Tax
for FY 2025-26 stood at T10,302.06 Crores as against
T12,187.69 Crores for FY 2024-25.

Standalone and Consolidated Financial Statements

The standalone and consolidated financial statements of the
Company for FY 2025-26 are prepared in compliance with
the applicable provisions of the Companies Act, 2013 (“Act”)
and as stipulated by Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”),
as also in accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting Standards)
Rules, 2015. The audited standalone and consolidated
financial statements together with the Independent Auditor's
Report thereon forms part of this Annual Report.

In compliance with Section 129(3) of the Act read with
Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014,
a statement containing the salient features of the financial
statements, performance and financial position of each
subsidiary and associate companies in Form No. AOC-1 is
attached to the financial statements of the Company which
forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the
standalone and consolidated financial statements of your
Company, along with relevant documents and separate
audited financial statements in respect of subsidiaries, are
made available on the website of the Company athttps://www.
nseindia.com/nationai-stock-exchange/our-group

In terms of Section 136 of the Act, financial statements
of subsidiaries are available for inspection by Members
at the registered office of the Company during business
hours. The Company shaii make available a copy of audited
financial statements, prepared in respect of each of its
subsidiary upon the request by any sharehoider of the
Company. Any sharehoider desirous of obtaining copies of
the audited financiai statements may write to the Company at
[email protected].

Transfer to Reserves

The Company has not transferred any amount to the Generai
Reserve. The entire amount of profits post appropriation is
retained in the profit and ioss account.

The Company has assessed reserve requirements towards
adequate risk capitai management and transferred an excess
amount of T3,728 Crores from risk reserves to retained
earnings within equity during the year ended March 31, 2026.

Share Capital

As on March 31, 2026, the Issued, Subscribed and Paid-up equity
share capitai of the Company was T2,47,50,00,000/- (Rupees
Two Hundred and Forty-Seven Crores and Fifty Lakhs) divided into
2,47,50,00,000 (Two Hundred and Forty-Seven Crores and Fifty
Lakhs) equity shares of T1/- (Rupee One Oniy) each.

During the financiai year under review, there has been no change
to the Company's share capitai and the Company has not issued
any shares or convertibie securities.

Dividend

The Board is pieased to recommend a finai dividend of T35/-
per equity share of the face vaiue of T1/- each (3500%) for the
financiai year ended March 31, 2026, subject to approvai of
the sharehoiders at the ensuing 34^th Annuai Generai Meeting
('AGM'). The Dividend so recommended inciudes one-time
speciai dividend of T10/- per equity share. The said dividend
if approved, by the sharehoiders of the Company at the AGM,
wouid invoive a totai outfiow of T8,662.50 Crores and shaii
be paid to those Sharehoiders whose names appear in the
Register of Members/beneficiai owners as on the record
date. The dividend wiii be paid within the statutory timeiines
prescribed under the Act.

The dividend recommended is in accordance with the
Company's Dividend Distribution Poiicy. The poiicy is avaiiabie
on the website of the Company atDividend Poiicy 2025-26.
pdf

In terms of provisions of the Income-Tax Act, 2025, dividends
paid or distributed by the Company shaii be taxabie in the
hands of the Sharehoiders. Accordingiy, the payment of the
aforementioned dividend, if approved, wouid be subject to
deduction of tax at source, as appiicabie.

Management Discussion and Analysis

The Management Discussion and Anaiysis forms part of this
Integrated Annuai Report and gives detaiis of the overaii
industry structure, economic deveiopments, performance
and state of affairs of your Company's business, risk
management systems and other materiai deveiopments
during the year under review.

Investor Education and Protection Fund

During the financiai year under review, no amount was required
to be transferred to the Investor Education and Protection
Fund in terms of the provisions of Section 125(2) of the Act.

 

 

The details of the unclaimed/unpaid dividend as required
under the Act read with Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ('IEPF Rules') for all the unclaimed/unpaid dividend
accounts outstanding (drawn up to the 33^rd Annual General
Meeting held on August 25, 2025) have been uploaded
on Company's website and accessible at weblinkhttps://
nsearchives.nseindia.com//web/mediaattachment/2026-01/
Final Div 2024-25 20260123144356.pdf.

In its endeavour to reduce the quantum of unclaimed
dividends, the Company had on April 16, 2025 and February
26, 2026, sent emails to the shareholders whose dividend(s)
were lying in the unclaimed/unpaid dividend account.
These reminders were also supported with the process and
requisite forms to simplify the claim process and to facilitate
a seamless transfer.

The Shareholders of the Company whose dividend have
remained unpaid/unclaimed may write to the Company's
Registrar and Share Transfer Agent, i.e., M/s. MUFG Intime
India Private Limited at:[email protected].

Deposits

The Company has not invited, accepted or renewed any
deposits in terms of Section 73 of the Act, read with its
applicable rules. Accordingly, the requirement to furnish
details relating to deposits covered under Chapter V of the
Act, is not applicable.

Particulars of Loans, Guarantees or
Investments under Section 186 of the
Companies Act

Loans given, guarantees provided or investments made by the
Company during the financial year are in accordance with the
provisions of the Act and the particulars of the same have
been set out in the Notes to financial statements which forms
part of this Annual Report.

Related Party Transactions

During the year under review, all contracts/arrangements/
transactions entered into by the Company with related

parties were in the ordinary course of business and on
arm's length basis. Further, all contracts/arrangements/
transactions which were material, were entered into with
related parties in accordance with the Policy on Materiality
and Dealing with Related Party Transactions. The said
Policy is available on website of the Company athttps://
nsearchives.nseindia.com//web/mediaattachment/2026-07/
Policy on materiality and dealing with Related Party
Transactions 20260703145342.pdf

Details of contracts/arrangements/transactions with related
parties which are required to be reported in Form No. AOC-2 in
terms of Sections 134(3)(h) and 188 of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014 are provided in
Annexure-1 to this Report.

Details in Respect of Adequacy of Internal
Financial Controls with reference to the
Financial Statements

Your Company has laid down a system of internal financial
controls with reference to its financial statements. The
Company has implemented sound internal control practices
across all processes, units and functions. Such processes
are well documented with comprehensive and well defined
Standard Operating Procedures (SOPs) which inter - alia
include financial controls in the form of maker-checker,
strict adherence to a financial delegation made by the Board
at various levels, systemic controls, information security
controls as well as role-based access controls, etc. Such
controls are periodically reviewed for change management
in the eventualities of the introduction of new processes/
change in processes, change in systems, change in personnel
handling the activities, etc. Such controls are independently
reviewed by the internal auditors of the Company. The internal
financial controls of the Company with respect to the financial
statements are adequate and are operating effectively.

The Statutory Auditors have reviewed the internal controls
over financial reporting criteria established by the Company
considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India and have issued their audit
report thereon.

Subsidiaries & Associates

State of Affairs of the Subsidiaries and
Associates of the Company:

NSE has 13 (direct and indirect) subsidiaries as on
March 31, 2026. In line with the recommendation of
Mahalingam Committee and as guided by the Board of
Directors, NSE is already in the process of divesting its
stake in a few group businesses which are non-core to the
Company's business.

During the year, NSE entirely divested Talentsprint Private
Limited and Talent Sprint INC. The announcement pertaining to
the divestment is updated on the Company's website (https://
www.nseindia.com/investor-relations/announcements).

a. NSE Clearing Limited (NCL)

NCL is responsible for clearing and settlement, collateral
management and risk management of trades executed
on stock exchange platforms. NCL was the first clearing
corporation to be established in India and introduced
settlement guarantee before it became a regulatory
requirement. NSE Clearing has maintained a credit rating
of “AAA” from CRISIL since 2008. The Core Settlement
Guarantee Fund stood at ^13,026.77 Crores as of
March 31, 2026.

During the financial year, NCL earned a profit before tax
of ^1,409.48 Crores as compared to ^2,199.49 Crores in
FY 2024-25 and net profit after tax of ^1,044.65 Crores
as compared to ^1,625.65 Crores in FY 2024-25. The
Board of NCL has recommended a dividend of ^0.20 per
equity share of face value of T10 each for the FY 2025-26.
The payment of dividend is subject to the approval of the
shareholders of NCL which is being sought at the ensuing
Annual General Meeting of NCL.

New initiatives & Development:

I.    Introduced the Pre-Open session in the
Equity Derivatives segment, enhancing price
discovery mechanisms.

II.    Expanded the Block Deal framework to include T+0
settlement-eligible securities alongside the existing
T+1 window.

III.    Launched the FPI Portal under SEBI's aegis through
coordinated cross-MII collaboration, streamlining
foreign investor access.

IV.    Implemented key market infrastructure projects
including standardisation of common contract note,
closing session in Cash Market, and Delta-based
Open Interest monitoring.

V.    Realigned SLB reverse leg settlement to the
1^st Tuesday of the month from the 1^st Thursday,
synchronising with F&O expiry cycles.

VI.    Deployed API-based mechanisms to enhance
operational efficiency in trade downloads,
confirmations, and related post-trade processes.

VII.    Implemented Depository-integrated APIs for
seamless pledge and repledge addition and release,
reducing manual intervention.

VIII.    Rolled out e-FDR/e-BG acceptance across multiple
banks, providing clearing members greater
operational flexibility

IX.    Launched a common platform for broker and
Mutual Fund distributor settlement of mutual fund
subscriptions and redemptions.

X.    Enabled Mutual Fund subscription and corporate
bond payments through multiple digital channels
including UPI and net-banking, broadening
investor access.

XI.    Strengthened market resilience through a suite of
system upgrades including SaaS-based trading
continuity support for Stock Exchanges, Exchange
Recovery Protocol implementation for Disaster
Recovery scenarios, and enhanced Position Limit
monitoring with both value and quantity based
controls for Equity Derivatives.

Awards & Recognition

In FY 2025-26, NCL was recognised with several global
and domestic awards, underscoring its commitment to
excellence and innovation and affirming our standing as
an industry leader.

b. NSE Indices Limited (NSE Indices)

NSE Indices, a step-down 100% subsidiary of NSE,
provides indices (under the brand “Nifty”) and index
related services to various stock exchanges, asset
management companies (AMCs), insurance companies,
investment banks and other financial institutions across
the globe. Apart from being used for the launch of index
linked funds/Exchange Traded Funds (ETFs) and trading
of index based derivative contracts; the Nifty indices are
also being used by the asset management companies
for benchmarking the performance of their active
fund schemes.

The paid-up share capital of NSE Indices as on March
31, 2026, was ?1.30 Crores comprising 13 Lakhs equity
shares of face value of ?10 each. NSE Indices continued
to be the primary provider of indices and related products
and services to various participants in the Indian
Capital Market.

Total Assets Under Management (AUM) of passive funds
in India stands at ^11.22 Lakh Crores as on March 31,
2026. Of this, the total AUM linked to Nifty Indices in India

was T8.14 Lakh Crores as compared to T7.63 Lakh Crores
as on March 31, 2025.

In FY 2025-26, 127 equity and debt passive funds were
launched in India, of which 97 passive funds were linked
to Nifty Indices.

During FY 2025-26, NSE Indices earned a net profit after
tax of ^102.16 Crores as compared to net profit after
tax of ^94.86 Crores in FY 2024-25. The Board of NSE
Indices recommended a dividend of ^707.23 per equity
share for FY 2025-26. The payment of the dividend is
subject to the approval of the shareholder which is being
sought at the Annual General Meeting of NSE Indices.

c. NSE IFSC Limited (NSEIX)

NSEIX, a wholly owned subsidiary of NSE, commenced
operations as a Stock Exchange in GIFT City International
Financial Services Centre (IFSC), Gandhinagar, Gujarat
on June 5, 2017.

The paid-up capital of NSEIX as on March 31, 2026, stood
at ^750 Crores comprising of 75 Crores equity shares of
face value of ?10/- each.

NSEIX is an International multi assets exchange set
up at GIFT City on June 5, 2017, held a market share
of 99.65% in FY26, in terms of Total Notional Turnover
in the equity derivatives segment among exchanges
at GIFT International Financial Services Centre and
recognised by International Financial Services Centre
Authority (IFSCA). NSEIX offers a diversified portfolio
of products including Index Derivatives, Indian Single
Stock Derivatives, Currency Derivatives, Fixed Income
Derivatives, Depository Receipts and Global Stocks,
catering to a diverse global investor base. In the primary
markets segment, NSEIX provides an extensive range
of Listing platforms under the regulatory oversight of
the International Financial Services Centres Authority
(IFSCA). These include the Listing of Equity Shares,
Real Estate Investment Trusts (REITs), Infrastructure
Investment Trusts (InvITs), Exchange Traded Funds
(ETFs), Depository Receipts, Debt Securities, ESG Debt
Instruments, Commercial Papers, and Certificates
of Deposit.

Milestones

1. GIFT NIFTY Key highlights:

•    Gift Nifty achieved total cumulative volume of
~63.37 million contracts and total cumulative
turnover of ~US $2.92 trillion tiLL March 2026.

•    Reached an aLL-time high monthLy turnover of
US $ 129.80 biLLion with voLume of 2.82 miLLion
contracts during March 2026, in Gift Nifty.

•    Reached an aLL-time high singLe day trading
voLume of more than 4,57,989 contracts with
turnover of US $23.48 biLLion on February 20,
2026, in Gift Nifty.

•    Achieved a record open interest of 4,10,100
contracts worth US $21.23 biLLion on
October 24, 2025, in Gift Nifty.

2. New Product Launch during FY 2025-26:

3.    Primary Market Segment:

•    The totaL MTN Programme of US $71.3+ biLLion
was estabLished and US $43.53 biLLion totaL
issued and Listed debt securities on NSEIX as
on March 31, 2026. Issuers such as ALLiance
Finance Company Sri Lanka, DFCC Bank Sri
Lanka, State Bank of India, ReLiance Industries
Limited, Sammaan Capital Limited, Mumbai
InternationaL Airports Limited, Muthoot Finance
Limited, Vedika Credit CapitaL Limited, Continuum
Trinethra RenewabLes Private Limited, ReNew
Treasury IFSC Private Limited, Muthoot Microfin
Limited, Shriram Finance Limited, ICICI Bank
Limited Varthana Finance Private Limited and
Credit Access Grameen Limited chose to List
on NSEIX.

•    XED Executive DeveLopment Limited Launched a
fuLLy doLLar denominated USD 12 miLLion IPO in
March 2026, open to gLobaL investors under IFSCA
reguLations. ALthough the IPO was subsequentLy
withdrawn due to geopoLiticaL deveLopments
and investor KYC- reLated concerns, it marked a
significant miLestone in estabLishing GIFT IFSC
as an internationaL capitaL raising destination.

•    NSEIX further strengthened its internationaL
Listing ecosystem by faciLitating UPL Limited's
secondary GDR Listing and muLtipLe foreign bond
Listings in GIFT IFSC, incLuding Green Bond, BLue
Bond and SociaL Bonds issued by Sri Lankan
entities. These initiatives reinforced NSEIX's
position as a preferred pLatform for cross
border capitaL raising and enhanced its gLobaL
market presence.

4.    Strategic tie ups and MoU signed during the year

2025-26:

•    June 16, 2025 - Signing of a Landmark MoU
with Cyprus Stock Exchange in presence

of HonourabLe Prime Minister of India, Shri
Narendra Modi to enabLe Cross and DuaL Listings
among many other pLanned initiatives.

•    February 27, 2026 - NSEIX forged strategic
Memoranda of Understanding (MoU) to expand
its Listing ecosystem and deepen capitaL market
Linkages. The MoU with the CoLombo Stock
Exchange faciLitated DFCC Bank's Green and
BLue Bond Listings, whiLe the MoU with the Taiwan
Stock Exchange wiLL open channeL for Cross
Listings of ETFs and duaL Listings.

•    NSEIX has signed an NDA with London
Stock Exchange to coLLaborate on areas of
mutuaL interest for issuers and investors in
both jurisdictions.

•    January 16, 2026 - NSEIX signed MoU with the
Finance Industry DeveLopment CounciL (FIDC),
the RBI-recognised SRO for NBFCs, aims to
enabLe NBFCs in GIFT IFSC to raise funds via
debt and other instruments Listed on NSEIX,
enhancing the exchange's debt capitaL market
depth and diversity.

•    NSEIX reported a net profit of ^9.49 crore
for FY 2025- 26, refLecting prudent financiaL
management and the successfuL scaLing of its
diversified business segments.

d. NSE Investments Limited (NSE Investments)

NSE Investments a whoLLy owned subsidiary of NSE has
its main objective to make or hoLd strategic investments
in equity shares and/or other securities of various
group Companies.

As on March 31, 2026, the paid-up share capitaL of NSEI
stood at ^8,25,99,34,060/- comprising 82,59,93,406
equity shares of face vaLue of ^10/- each.

During the year, foLLowing were the key activities at
NSE Investments:

For FY 2025-26, NSEI earned TotaL Income of ^335.40
Crores (incLuding a dividend income oR217.31 Crores),
as compared to ^1,146.00 Crores (incLuding dividend
income of ^992.78 Crores) in FY 2024-25. SimiLarLy,
in FY25-26, NSEI earned a Profit After Tax of ^291.56
Crores as compared to ^2,440.45 Crores for the
previous year.

The Board of NSE Investments has decLared an interim
dividend of ^6.25/- per equity share on each fuLLy
paid-up equity share of face vaLue of ^10/- each of the
Company on 82,59,93,406 equity shares aggregating to
^516.25 Crore. In FY 2025-26, NSEI's whoLLy owned
subsidiary, NAL Academy Limited (erstwhiLe NSE
Academy Limited) soLd its entire stake in its whoLLy

owned subsidiaries TaLentSprint Private Limited and TS
Inc Limited to Accenture SoLutions Private Limited for a
consideration of ^244.85 Crores. During the year NSEI's
whoLLy owned subsidiary, NSE Data & AnaLytics Limited
soLd its KYC Registration Agency business by way of
Business Transfer Agreement to CAMS Investor Services
Private Limited for consideration of ?7 Crores.

e.    NSE Data & Analytics Limited (NSE DATA)

NSE Data, a whoLLy owned step-down subsidiary of NSE,
is responsibLe for the dissemination of trading data of
NSE and NSEIX through gLobaL data vendors as weLL
as directLy to customers. The Company aLso provides
Fixed Income vaLuation services and has received
authorisation from Reserve Bank of India under Reserve
Bank of India (FinanciaL Benchmark Administrators)
Directions, 2023 for providing security LeveL vaLuations
(SLV) for instruments covered under 45W of the RBI
Act. Its fixed Income vaLuation services are offered to
asset management companies, investors, and weaLth
managers. Revenue from InfoFeed continued to grow
during FY 2025-26. NSE Data's operating revenue from
InfoFeed and Fixed Income VaLuation Services increased
by 19% in FY 2025-26 compared to FY 2024-25.

NSE Data aLso serves as the managed service provider
for the CentraL KYC Records Registry (CKYCRR)
operated by the CentraL Registry of Securitisation Asset
Reconstruction and Security Interest of India (CERSAI).

During FY 2025-26, NSE Data & AnaLytics Limited, soLd
its KYC Registration Agency (KRA) business by way of
Business Transfer Agreement (BTA) to CAMS Investor
Services Private Limited.

During FY 2025-26, NSE Data reported a net profit after
tax of ^164.10 crore, compared to ^137.20 crore in
FY 2024- 25. The Board of NSE Data has recommended
a dividend of ^164.10 per equity share for FY 2025-26.
Payment of the dividend is subject to the approvaL of the
sharehoLders at the ensuing AnnuaL GeneraL Meeting of
NSE Data.

f.    NSE Academy Limited (NAL)

NAL is a subsidiary of NSEIL. NAL enabLes the next
generation of BFSI and FinTech professionaLs with
industry-aLigned skiLLs - through capacity buiLding
programmes and certification courses, powered by an
onLine examination and certification system.

The Issued, Subscribed and Paid-up share capitaL of NAL
as on March 31, 2026 is T10 Crores (Equity) and T241.32
Crores (Preference). This incLudes 7% CompuLsoriLy
ConvertibLe Preference Shares (CCPS) of the face vaLue
of ^10/- each for ^42.12 Crores which were issued on
October 17, 2024.

During FY 2025-26, NAL Academy earned a profit of
?3.10 Crores as compared to toss of ^16.31 Crores for
FY 2024-25. NSE has identified education business as a
non-core activity.

g.    NSE IFSC Clearing Corporation Limited (NSEICC)

NSEICC is a step-down subsidiary of National Stock
Exchange of India Limited and a whotty owned subsidiary
of NSE IFSC Limited (NSEIX). NSEICC received
recognition to operate as a Clearing Corporation in IFSC
from SEBI and subsequently the same was renewed
by IFSC Authority and is valid up to May 28, 2028. It
commenced operations in GIFT International Financial
Services Centre (GIFT IFSC), Gandhinagar, with effect
from June 05, 2017 and clears and settles att trades
executed on NSEIX. NSEICC has a credit rating of
CARE AAA/Stabte as per CARE Ratings as of March
31, 2026. As of March 31, 2026, the paid-up capitat of
NSEICC stood at ^250 Crores (US $ 32.53 mn) and the
Setttement Guarantee Fund (SGF) stood at T52.38 Crores
(US $5.53 mittion).

NSEICC ctears and setttes trades executed on NSEIX and
has imptemented gtobat best practices inctuding ctient-
tevet asset segregation and reat-time risk management.
NSEICC provides counter-party guarantee for the trades
executed on NSEIX to ensure efficient ctearing and
setttement for trades.

During FY 2025-26, NSEICC earned a net profit of
?1.34 Crores (US $ 0.16 mn), versus a net toss of ?5.13
Crores (US $ 0.61 mn) in FY 2024-25. As on March 31,
2026 the net worth of NSEICC stood at ^173.58 Crores
(US $ 21.61 mn).

Key initiatives/events in the FY 2025-26 inctude:

(i) NSEICC set a Landmark by carrying out First-Ever
setttement transaction using Foreign Currency
Setttement System (FCSS) at GIFT City;

(iii)    NSEICC enhanced its risk management practices by
introducing reat-time risk exposure.

(iv)    NSEICC has started providing Ctearing, Setttement
& Risk management for the fottowing new products
taunched by NSEIX:

(a)    Nifty 50 Index Options with Daity Expirations
(0DTE)

(b)    Futures & Options Contracts on Nifty India FPI
150 Index (NIFTYFPI)

h.    NSEIX Global Access IFSC Limited (NSEIXGA )

NSEIXGA, a whotty owned subsidiary of NSEIX, was
incorporated on September 2, 2025. NSEIXGA got
recognition as a Gtobat Access Provider from IFSCA on
October 7, 2025.

NSEIX Gtobat Access IFSC Limited (NSEIXGA), a whotty
owned subsidiary of NSE Internationat Exchange (NSEIX),
is India's first Gtobat Access Provider (GAP) ticensed by
the Internationat Financiat Services Centres Authority
(IFSCA) under GAP framework. The digitat-first ptatform
enabtes resident Indian investors to seamtessty access
gtobat investment opportunities through the GIFT IFSC
ecosystem in a futty regutated environment. Leveraging
a simptified onboarding process, integrated digitat
infrastructure and a mobite-first experience, NSEIXGA
facititates investments in Gtobat equities, exchange-
traded funds (ETFs), bonds, and other permissibte gtobat
investment products, enabting investors to diversify their
portfotios across gtobat markets.

By offering seamtess access to internationat markets
through a singte, secure and technotogy-driven
ptatform, NSEIXGA is strengthening India's gtobat
financiat ecosystem white expanding investment
choices and supporting the internationatisation of Indian
capitat markets.

The paid-up share capitat of NSEIXGA as on March 31,
2026, stood at ?5 Crores comprising 50 Lakh equity
shares of ?10/- each.

i.    NSE Foundation

NSE Foundation, a Section 8 Company under the
Companies Act, was estabtished on March 5, 2018,
to manage and coordinate the Corporate Sociat
Responsibitity (CSR) activities of NSE and its subsidiaries.
It took over CSR projects previousty handted by
NSE and has since expanded its initiatives. As of
March 31, 2026, its paid-up share capitat was ?5 takh. In
FY 2025-26, NSE Foundation reported an excess of
expenditure over income of T12.47 crore (corresponding
to ^12.62 crore excess of income over expenditure for
the previous year), reftecting contributions received
and expenditures incurred for charitabte purposes and
its administration.

j.    NSE Infotech Services Limited (NSE Infotech)

NSE Infotech Services Limited has no share capitat as
of the date of this report. Prior to undergoing votuntary
tiquidation, our Subsidiary, NSE Investments Limited
atong with its nominees hetd 100.00% of the sharehotding
of NSE Infotech Services Limited.

During FY 2023-24, basis the Board decision, winding
down process of this company was initiated. In the
process to votuntary wind down, the apptication under
section 59 (IBC Section 59-Votuntary tiquidation of
corporate persons) was fited in November 2024. Finat
order on the same is awaited.

k.    Cogencis Information Services Limited
(Cogencis)

Cogencis Information Services Limited (NSE Cogencis), a
whotty owned subsidiary of NSE Data & Anatytics Limited,
is a teading provider of reat-time market data, financiat
news, and anatytics to institutionat participants in the
Indian financiat markets. Its ftagship product - Cogencis
WorkStation - is widety used by traders, investors and
market professionats with exposure across muttipte
asset ctasses, inctuding Fixed Income, Foreign Exchange,
Equities, Commodities, and Derivatives. NSE Cogencis
atso provides institutions with aggregated and normatised
market data sotutions that support process automation,
regutatory comptiance and risk management.

NSE Cogencis serves a broad and diversified ctient base,
comprising banks and non-banking financiat companies,
asset management companies, fund managers, asset
owners such as insurance companies and pension firms,
broker-deaters, corporates, academic and research
institutions, and the government organisations.

During FY 2025-26, NSE Cogencis continued to expand
its customer footprint across att product segments and
reported a Totat Income of ^109.00 Crore, up from
^99.70 Crore in FY 2024-25, representing a strong
year-on-year growth of approximatety 9% and reftecting
sustained business momentum.

The Company further strengthened its content offering by
expanding coverage across asset ctasses, geographies,
and data categories, inctuding reat-time market data,
macroeconomic indicators, and atternative datasets.
It atso reinforced its positioning as a trusted provider
of market intettigence through high-impact research
pubtications and insightfut anatyticat content.

Technotogy and product innovation remained the key
strategic priorities during the year. Continued investments
were made to enhance ptatform performance, strengthen
cybersecurity, improve scatabitity, and detiver a superior
user experience, enabting NSE Cogencis to meet the
evotving needs of institutionat ctients.

l.    NSE Administration and Supervision Limited
(NASL)

NASL was incorporated on January 9, 2024, as a whotty
owned subsidiary of NSE. The paid-up share capitat as on
March 31, 2026 is ?1 Crore.

Pursuant to SEBI's approvat tetter dated Juty 23, 2025,
NASL is engaged in the business of sharing PAN-tevet
trade data of the emptoyees and connected entities
of AMC, with AMCs. This activity is currentty being
undertaken by NASL in consuttation with the Association
of Mutuat Funds in India (“AMFI”). NASL has started
sharing PAN-tevet trade data with more than 30 AMCs
as on March 2026.

m. NSE Sustainability Ratings & Analytics Limited
(NSE Sustainability)

NSE Sustainabitity was incorporated on March 30,
2024, as a whotty owned subsidiary of NSE Indices for
undertaking ESG Ratings business. NSE Sustainabitity
received ticense for ESG Rating Provider under Category
I as defined under section 28(D) of SEBI's Credit
Rating Agencies (Amendment) Regutations, 2023 on
August 13, 2024.

NSE Sustainabitity focuses on assessing Environmentat,
Sociat, and Governance (ESG) performance, providing
stakehotders with comprehensive and unbiased
evatuations of corporate sustainabitity practices.

On June 6, 2025, NSE Sustainabitity Ratings and Anatytics
Limited successfutty taunched its ESG Ratings for 500
tisted companies.

Associates and Joint Ventures

Associates:

The associates of the Group are tisted betow.

(i)    Nationat Securities Depository Limited (NSDL): NSE
hotds 15% equity in NSDL.

(ii)    BFSI Sector Skitt Councit of India (BFSI): BFSI was
estabtished in 2011 with the objective of convening
teading organisations within the BFSI industry to devise
strategies and operationat ptans, aimed at estabtishing
standardised skitt requirements for various job rotes
within the sector. NSE hotds 48.78% of equity in BFSI.

(iii)    Receivabtes Exchange of India Limited (RXIL): RXIL is
India's first TReDS exchange ptatform. RXIL facititates
financiat growth in the country by providing MSMEs the
access to credit. It is an associate of NSE Investments
Limited, a whotty owned subsidiary of NSE.

(iv)    Capitat Quant Sotutions Private Limited (Capitat
Quant): Capitat Quant is engaged in the business of
devetoping, designing, testing, imptementing, instatting,
commissioning, maintaining and operating ontine
portats and other products and services for financiat
management and investments. Capitat Quant a step
down subsidiary of NSE Investments Limited, a whotty
owned subsidiary of NSE.

(v)    Power Exchange India Limited (PXIL): PXIL is engaged
in the business of power exchange and facititating,
promoting, assisting, regutating and managing in the
pubtic interest, deatings in etectricat power and energy
products of att kinds inctuding etectricat energy and heat
energy and to provide speciatised, advanced, automated
and modern facitities for buying, setting and trading of att
forms of etectricat power and energy products. PXIL is an
associate of NSE Investments Limited, a whotty owned
subsidiary of NSE.

 

 

(vi)    Market Simplified India Limited: Market Simplified
India Limited provides end-to-end services comprising
creative software design, business analysis backed by
prototyping and data visualisation services, QA and
testing activities, development, hosting, support and
maintenance. It is an associate of NSE Investments
Limited, a whoiiy owned subsidiary of NSE.

(vii)    Indian Gas Exchange Limited (IGX): IGX is India's first
and only authorised national ievei physical deiivery-
based gas trading exchange, providing an organised,
transparent and technoiogy enabied marketpiace for
trading naturai gas. It is an associate of NSE Investments
Limited, a whoiiy owned subsidiary of NSE.

(viii)    India Internationai Buiiion Hoiding IFSC Limited (IIBH):
NSE hoids 20% stake in IIBH, which estabiished India
Internationai Buiiion Exchange (IIBX), India Internationai
Ciearing Corporation (IICC) and India Internationai
Depository IFSC Limited (IIDL) in Gujarat.

Shri Veneet Nayar (DIN:02007846), Non-Independent
Director is iiabie to retire by rotation, in terms of Section 152(6)
of the Act, at the ensuing 34^th Annuai Generai Meeting (AGM)
and being eiigibie has offered himseif for re-appointment.
Resoiution in respect of his re- appointment is inciuded in the
Notice convening the 34^th AGM of the Company.

Changes during the year

•    Shri Veneet Nayar (DIN:02007846), Non-Independent
Director, who was iiabie to retire by rotation and being
eiigibie for re-appointment, was re-appointed by the
Sharehoiders of the Company at the 33^rd AGM heid on
August 25, 2025, subject to SEBI's approvai. SEBI vide
its ietter dated September 16, 2025, approved his re¬
appointment as the Non-Independent Director on the
Board of the Company.

•    Appointment of Shri Srinivas Injeti (DIN: 01811921) as
Pubiic Interest Director on the Board of the Company for
a period of 3 (three) years in terms of provisions of SECC
Reguiations, vide SEBI ietter dated September 2, 2025.
The appointment was effective from September 2, 2025.

(ix) Sociai Stock Exchange Capacity Buiiding Foundation
(SSE-CBF): NSE hoids 40% stake in SSE-CBF, a Section
8 company incorporated for supporting the deveiopment
of the Sociai Stock Exchange ecosystem through capacity
buiiding, stakehoider engagement, sociai enterprise
deveiopment, and reiated activities.

As on the date of this report, the Company did not have any
joint venture.

The Board of Directors of your Company have approved a
poiicy for determining materiai subsidiaries. The Poiicy on
materiai subsidiaries is made avaiiabie on the Company's
website at:

https://nsearchives.nseindia.com/web/sites/defauit/fiies/

iniine-fiies/Poiicy%20on%20Determining%20Materiai%20

subsidiaries.pdf.

NSE Ciearing Limited and NSE Investments Limited continue
to be materiai uniisted subsidiaries of the Company.

Further, SEBI vide its ietter dated September 9, 2025,
approved the appointment of Shri Srinivas injeti, as the
Chairperson on the Board of the Company in terms of the
provisions of SECC Reguiations. Accordingiy, Shri Srinivas
Injeti has been appointed as the Chairperson of the
Company with effect from September 9, 2025.

•    Shri S. Ravindran (DIN: 09778966) compieted his tenure of
3 (three) years as Pubiic Interest Director on the Board of
the Company and ceased to be director on the Board of the
Company with effect from December 16, 2025.

•    Appointment of Prof. G. Sivakumar (DIN: 07537575) as
Pubiic Interest Director on the Board of the Company for a
period of 3 (three) years in terms of the provisions of SECC
Reguiations, vide SEBI ietter dated January 20, 2026. The
appointment was effective from January 21, 2026.

•    Prof. S Sudarshan (DIN: 08636735) compieted his tenure
as Pubiic Interest Director on the Board of the Company
upon compietion of his second term of 3 (three) years on
February 16, 2026. Accordingiy, he ceased to be the director
of the Company with effect from February 16, 2026.

•    Shri Tabiesh Pandey (DIN: 10119561) tendered his
resignation as Non- Independent Director of the Company
on account of his appointment to a new roie/position as
Chair Professor (Life) in Nationai Insurance Academy,
Pune. Accordingiy, he ceased to be director of the Company
representing the Life Insurance Corporation of India with
effect from March 6, 2026.

•    Appointment of Shri Rajeev Vasudeva (DIN: 02066480) as
Pubiic Interest Director on the Board of the Company for a
period of 3 (three) years in terms of the provisions of SECC
Reguiations, vide SEBI ietter dated March 30, 2026. The
appointment was effective from March 30, 2026.

Subsequent to the year end and up to the date of the Report,
the foiiowing changes have occurred:

•    Appointment of Shri Dinesh Pant (DIN: 11134993), LIC
Nominee, as the Non-Independent Director on the Board of
the Company in terms of the provisions of SECC Reguiations,
vide SEBI ietter dated Aprii 24, 2026. The appointment was
effective from Aprii 24, 2026.

•    An appiication was made to SEBI on Aprii 7, 2026, seeking
its approvai for the appointment of Shri P.R. Ramesh (DIN:
01915274) as a Pubiic Interest Director on the Board of the
Company in terms of the provisions of SECC Reguiations.
Approvai of SEBI pertaining to the said appointment was
pending on the date of this report.

•    An appiication was made to SEBI on Aprii 9, 2026, seeking
its approvai for the appointment of Shri Virai Mody
(DIN: 10099666) as Executive Director - Verticai 1
(Criticai Operation) of the Board of the Company in terms
of the provisions of SECC Reguiations. Approvai of SEBI
pertaining to the said appointment was pending on the date
of this report.

•    An appiication was made to SEBI on Aprii 1, 2026, seeking
its approvai for the appointment of Shri Sanjay Shorey (DIN:
11705845) as Executive Director - Verticai 2 (Reguiatory,
Compiiance, Risk Management and Investor Grievances)
on the Board of the Company in terms of the provisions of
SECC Reguiations. Approvai of SEBI pertaining to the said
appointment was pending on the date of this report.

Declaration by Public Interest Directors

In terms of provisions of Reguiation 2(1)(o) of SECC
Reguiations, Pubiic Interest Director means an independent
director representing the interests of investors in securities
market and who is not having any association, directiy or
indirectiy, which in the opinion of the Board, is in confiict with
his/her roie.

The Company has, inter-aiia, received the foiiowing
deciarations from aii the Pubiic Interest Directors:

Criteria of Independence

Pursuant to the provisions of Section 149(7) of the Act
and Reguiation 25(8) of the Listing Reguiations, the Pubiic
Interest Directors have confirmed that they meet the criteria
of independence as provided in Section 149(6) of the Act and
Reguiation 16(1)(b) of the Listing Reguiations.

The Pubiic Interest Directors have aiso confirmed that they
are not aware of any circumstances or situations, which
exists or may be reasonabiy anticipated, that couid impair or
impact their abiiity to discharge their duties with an objective
independent judgement and without any externai infiuence.

Fit and Proper

They satisfy the "fit and proper” criteria as stipuiated under
Reguiation 20 of the SECC Reguiations.

Code for Independent Directors

They have compiied with the Code for Independent Directors
prescribed under Scheduie IV of the Act.

Independent Director’s Databank

Pursuant to Ruie 6 of the Companies (Appointment and
Quaiifications of Directors) Ruies, 2014, aii the Pubiic Interest
Directors have confirmed that they have registered themseives
with the Independent Director's Databank maintained by the
Indian Institute of Corporate Affairs.

Code of Conduct

The Pubiic Interest Directors have affirmed compiiance with
the Code of Conduct for the Board of Directors and Senior
Management of the Company.

Pubiic Interest Directors did not have any confiict of interest
with the Company.

In the opinion of the Board, aii the Pubiic Interest Directors of
the Company possess the requisite expertise and experience
(inciuding proficiency). Further, they fuifii the conditions
specified under the Act, Listing Reguiations and SECC
Reguiations and are independent of the Management.

Familiarization Programme

Pursuant to Reguiation 25(7) of the Listing Reguiations,
the Company conducts the Famiiiarization Programme
for aii the Directors inciuding Pubiic Interest Directors.
The detaiis of the same are disciosed in the Report on
Corporate Governance which forms part of this Report.
Further, the detaiis of Famiiiarization Programme of the
Company are avaiiabie onhttps://nsearchives.nseindia.
com//web/mediaattachment/2026-04/Famiiiarization
program 2025-26 20260425142738.pdf

 

 

Directors’ Responsibility Statement

Pursuant to provisions of Sections 134(3)(c) read with 134(5)
of the Act, with respect to the Directors' Responsibility
Statement, it is hereby confirmed that:

(i)    in the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(ii)    the Directors have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the
Company for that period;

(iii)    the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv)    the Directors have prepared the annual accounts on a
going concern basis;

(v)    the Directors, have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectiveiy; and

(vi)    the Directors have devised proper systems to ensure
compliance with the provisions of aii applicable laws and
that such systems are adequate and operating effectively.

Board and Committee Meetings

The Board and Committee Meetings are pre-scheduied, and
a tentative annual calendar of the Board and Committee
meetings is circulated to the Directors weii in advance to help
them pian their scheduie and ensure meaningfui participation
in the meetings. Oniy in case of speciai and urgent business, if
the need arises, the Board's or Committee's approvai is sought
for caiiing the Board and Committee Meetings at a shorter
notice, as permitted under the iaw.

The Board meets at reguiar intervais to discuss and decide
on the Company/business poiicy and strategy apart from
other agenda items. The Board exhibits strong operationai

oversight seeking presentations on different matters in
quarteriy meetings.

Eieven meetings of the Board were heid during the
FY 2025-26. Detaiis of Board and Committee meetings and
their composition are provided in the Report on Corporate
Governance, which forms part of this Report.

Recommendations of Audit Committee

During the FY 2025-26, there were no instances, wherein
the Board had not accepted recommendations made by the
Audit Committee.

Company’s Policy on Directors’ Appointment
and Remuneration Including Criteria
for Determining Qualifications, Positive
Attributes, Independence of Directors

Pursuant to the provisions of the Act, and the Listing
Reguiations, the Nomination and Remuneration Committee
('NRC') has formuiated criteria for determining quaiifications,
positive attributes and independence of a Director. The NRC
aiso recommends to the Board a comprehensive poiicy
reiating to the remuneration of the Directors, Key Manageriai
Personnei (KMP) and other empioyees.

In accordance with Reguiation 27 of the SECC Reguiations,
the Company is required to estabiish a Compensation Poiicy
aiigned with the prescribed reguiatory framework.

Accordingiy, the Company has adopted:

(i)    Poiicy for Nomination and Appointment of Directors,
KMPs and Senior Management; and

(ii)    Remuneration Poiicy.

These poiicies are designed to ensure aiignment with
appiicabie reguiatory requirements, to promote
transparency and governance in the appointment and
remuneration processes.

In order to aiign the Remuneration Poiicy with the iatest
amendments to SECC Reguiations, the Board amended the
Remuneration Poiicy during the year.

The saiient features of the said poiicies are as under:

Changes During the Year in Key Managerial Personnel:

During the financial year under review, there were no changes in the Key Managerial Personnel under the provisions of the Act.

 

Risk Management Framework

Your Company has in place a Board approved Enterprise
Risk Management Framework that is well supported by Risk
Governance structures, Risk Policies and a detailed Risk
Measurement and Monitoring Framework.

Your Company has an Enterprise Risk Management function
responsible for implementation of Board-approved Enterprise
Risk Management Framework for identification, assessment,
monitoring and mitigation of risk. The function systematically
identifies, assesses, and categorises risks by evaluating
their potential impact, likelihood and the existing controls
and mitigation plans to reduce the overall risk exposure and
determine the residual impact. The function is also responsible
for fostering a robust risk culture in the organisation that
extends beyond mere compliance and enhances overall
organisational resilience.

Your Company has a Risk Management Committee, a
committee of the Board and management level risk
committees that meet periodically to review the efficacy and
adequacy of your Company's Enterprise Risk Management
Framework on an ongoing basis and also to review the controls
and mitigation plans that are put in place to reduce the overall
impact of the various risks.

With respect to Cyber and Information Security Risk, your
Company has implemented state- of-the-art cyber security
architecture, controls and solutions. Your Company has
adopted the SEBI mandated cyber security framework for the
design and operation of controls that defend from advanced
cyber-attacks. During the financial year under review, no major
cyber security incidents or breaches were observed.

Corporate Social Responsibility Policy

NSE along with its subsidiaries has formed NSE Foundation,
an entity incorporated under the provisions of the Act, to
initiate, supervise and co-ordinate activities to implement
Corporate Social Responsibility (CSR) projects which have
been approved by the CSR Committee and by the Board of
the Company. The Company has also constituted a Committee
in accordance with Section 135 of the Act. The Annual Report
on CSR activities as per Rule 9 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 has been annexed to
this Report as Annexure-2. The CSR policy is available on the
Company's website:https://nsearchives.nseindia.com/global/
content/about us/NSE CSR Policy.pdf

Vigil Mechanism/Whistle Blower Policy

In terms of provisions of Section 177(10) of the Act and
Regulation 22 of the Listing Regulations, the Company has
in place a Vigil Mechanism/Whistle Blower Policy. The said
Policy deals with complaints such as conflict of interest of
employees, Insider trading violations, preferential treatment
by Company to individual or specific group of trading
members, violation of legal and/or regulatory provisions,

employee misconduct such as bribery and corruption,
instances of unethical behaviour, actual or suspected fraud,
financial or operational mismanagement/irregularities,
abuse of Authority, manipulation of Company data/records,
pilferage of confidential/proprietary information, Wastage/
misappropriation of Company funds/assets, deficiencies in
the internal controls of the Company, any other unethical
event or any instances of leak of unpublished price
sensitive information.

The complaints could be against employees or other
stakeholders including trading members, listed companies,
vendors, consultants, service providers, business partners,
and clients of trading members or any other third party
associated with the Company.

Complaints can be physically sent or mailed at a dedicated
e-mail id "[email protected]". All complaints are dealt
with in accordance with the internal procedures and the
implementation of the Policy and procedures are monitored
by the Audit Committee. No unfair treatment wiii be meted
out to a Whistle Biower by virtue of his/her having reported
complaints. Complete protection wiii be given to Whistle
Blowers against any unfair practice.

The detaiis of Vigii Mechanism/Whistie Biower Poiicy is made
avaiiabie on website of the Company:https://www.nseindia.
com/static/reguiations/exchange-disciosures-detaiis-of-vigii-
mechanism.

Technology

NSE's Technoiogy piatform is the backbone of NSE's market
operations and supports trading, ciearing & settiement,
surveiiiance and aiiied functions. The technoiogy piatforms
are designed to ensure reiiabiiity, performance, resiiiency and
market integrity whiie supporting high transaction voiumes
across asset ciasses.

NSE operates one of the advanced reai-time eiectronic trading
piatforms. The technoiogy infrastructure comprises seven
state-of-the-art data centres, supporting over 14,000 servers
(refers to Physicai and Virtuai machines) across NSE group
entities, inciuding 8,000+ production & disaster recovery and
6,000+ deveiopment, test and UAT, aiong with approximateiy
60 petabytes of enterprise storage capacity. The infrastructure
houses 2,400+ racks, consisting of 1,600+ member coiocation
racks with the capacity to host 12,000+ member servers, and
800+ racks dedicated to internai operations.

The infrastructure is engineered to meet defined performance
benchmarks, inciuding predictabie response times, iow
iatency and scaiabiiity to handie current and peak ioads.
Systems are continuousiy monitored and upgraded based on
business requirements, reguiatory advisories, cybersecurity
assessments and OEM recommendations.

As on March 31, 2026, our piatform processed an average
of over 12 biiiion messages daiiy in the iast two years,

with 21.89 biiiion peak order messages processed in a single
day on March 24, 2026 on which date 201 million trades
were executed. The platform can also process more than 5
million messages per second with microsecond response
time for cash markets, equity derivatives and exchange-
traded currency derivatives. In Fiscal 2026, NSE enhanced
its platform to provide immediate acknowledgement of receipt
of order requests within nanoseconds.

The various application systems that NSE uses for its trading,
surveillance and other operations form the backbone of the
Exchange framework and there is an overarching focus on
ensuring the safety and integrity of the markets.

NSE has recently enhanced its market offerings with the
introduction of a Pre-open session in Futures and Options
(F&O), enabled trading interoperability between exchanges
and launched a suite of new digital platforms, including the
WhatsApp Chatbot and Mobile apps viz NSE-India, Member
Portal and NEAPS.

Business continuity and disaster recovery are integral part
of technology framework. NSE maintains an exact replica
Disaster Recovery (DR) site with one-to-one correspondence
to the primary site for all critical applications, supported by
a Near Data Centre with real-time data replication to ensure
near-zero data loss. Periodic mock drills and live failover
exercises are conducted to validate operational readiness and
ensure uninterrupted market operations.

Technology initiatives are guided by approved technology
vision and roadmap, with oversight by the Architecture
Review Board, Standing Committee on Technology and
Board. Emerging technologies are evaluated through
controlled pilots and proofs-of-concept, supported by defined
governance, risk management and compliance frameworks.
Continuous collaboration with the Regulator and other Market
Infrastructure Institutions remains integral to technology
planning and execution.

Change in the Nature of Business

There has been no change in the nature of business of the
Company, during FY 2025-26.

Material changes and commitments, if
any, affecting the financial position of the
Company which have occurred between
the end of financial year and the date of the
Report

There have been no material changes or commitments
affecting the financial position of the Company which have
occurred between the end of the financial year and the date
of this Report.

Significant and Material Orders passed
by the Regulators or Courts or Tribunals
impacting the Going Concern Status and
Company’s Operations in Future

During the financial year under review, no significant or
material orders have been passed by the Regulators or Courts
or Tribunals which would impact the going concern status of
your Company and its future operations.

However, the following are the material orders passed by
SEBI which have been pending in Appeal or settled during the
current financial year:

SEBI Proceedings - Colocation, Dark Fibre and
Governance

Three separate show cause notices (“SCNs”) from the Whole
Time Member of SEBI (“WTM”) on May 22, 2017, July 3, 2018
and July 31, 2018, were issued by SEBI to our Company and
to some of its former employees, in respect of our Company's
Colocation facility, Dark Fibre and Governance and conflict of
interest related matters.

WTM Orders

In the Colocation matter, SEBI WTM passed an order directing
our Company, inter-aiia, to disgorge an amount of ^624.89
Crores along with interest at the rate of 12% per annum from
April 1, 2014, tiii the actual date of payment and certain non¬
monetary and restrictive directions inciuding prohibiting
our Company from accessing securities market, for a period
of six months from the date of the order. In the Dark Fibre
matter, SEBI WTM passed an order directing our Company
to deposit a sum of ^62.58 Crores aiong with interest at the
rate of 12% p.a. from September 11, 2015, tiii the actuai date
of payment aiong with certain non-monetary and restrictive
directions inciuding prohibiting our Company from introducing
any new derivative product for a period of six months from the
date of the order. In the Governance and Confiict of Interest
matter SEBI WTM passed certain non-monetary and remediai
directions against our Company.

AO Orders

Additionaiiy, our Company aiso received three separate notices
from the Adjudicating Officer of SEBI (“AO”) pertaining to our
Company's Coiocation faciiity, Dark Fibre and Governance
and confiict of interest matters based on the same facts as in
the SCNs. Subsequentiy, AO passed orders ievying monetary
penaity of ?1 Crore, ?7 Crores and ?1 Crore, respectiveiy in
the said matters.

SAT Proceedings

Our Company fiied separate appeais with the Hon'bie
Securities Appeiiate Tribunai (“SAT”) against the three WTM

and AO orders. In the Coiocation and Dark Fibre matters,
SAT vide separate interim orders dated May 22, 2019 stayed
the disgorgement of the amount, however it directed our
Company to transfer the amount of ^624.89 Crores in the Co¬
iocation matter and ^62.58 Crores in the Dark Fibre matter,
respectiveiy, totaiiing to ^687.47 Crores to SEBI. Further,
our Company was aiso directed to continue to transfer aii
revenues emanating from its coiocation faciiity to a separate
bank account as directed by SEBI vide its ietter dated
September 9, 2016.

The SAT, vide another interim order dated May 17, 2021 in
Coiocation matter, aiiowed our Company's appiication for
withdrawai of amounts transferred to separate account and
to discontinue the transfer of aii revenues emanating from
its coiocation faciiity to such separate account. However,
SAT directed our Company to transfer an amount of ^420
Crores into an interest-bearing account with SEBI. Thus,
the totai amount deposited by our Company with SEBI was
^1,107.47 Crores.

SAT vide its finai order dated January 23, 2023, in the
Coiocation matter, whiie uphoiding the non-monetary
directives passed therein, set aside the direction for
disgorgement. The SAT however directed our Company to pay
a sum of ?100 Crores for iack of due diiigence in the Investor
Protection and Education Fund (IPEF) created by SEBI for the
iack of due diiigence and SEBI was directed to adjust the said
amount of ?100 Crores and to refund the excess amount iying
with SEBI aiong with interest accrued within six weeks from
the date of the order.

Further, on Juiy 12, 2023, SAT vide its finai order in Coiocation
AO Appeai set aside AO Order ievying a penaity of ?1 Crore.

In the Dark Fibre matter, SAT vide its finai order dated August
9, 2023, partiy aiiowed the appeai to the extent that the
WTM Order for disgorgement was reversed and the amount
deposited by our Company with SEBI to be refunded by SEBI
aiong with interest accrued within a period of four weeks from
the date of the order.

On December 14, 2023, SAT vide its finai order in Dark Fibre
AO Appeai set aside AO Order ievying a penaity of ?7 Crores.

In the Governance and Confiict of interest matters, SAT stayed
the WTM and AO Order vide orders dated Juiy 9, 2019 and
August 11, 2022, respectiveiy. Subsequentiy, our Company
withdrew both the Appeais on Juiy 24, 2024 and paid the
penaity amount aiong with interest aggregating to ?1.24
Crores to SEBI on Juiy 29, 2024 as per the AO Order and has
aiso periodicaiiy updated SEBI about the status of compiiance
of non-monetary directions passed in the WTM Order.

Supreme Court Proceedings

SEBI appeaied against the SAT Coiocation WTM Order dated
January 23, 2023, before the Hon'bie Supreme Court and

vide an interim order dated March 20, 2023, the Hon'bie
Supreme Court rejected the appiication for stay and directed
SEBI to refund an amount of ^300 Crores to our Company.
The amount of ^300 Crores was received by our Company on
Aprii 21, 2023.

SEBI appeaied against the SAT Coiocation AO Order dated
Juiy 12, 2023, before the Hon'bie Supreme Court and vide an
interim order dated October 10, 2023, the Hon'bie Supreme
Court directed the parties to compiete the pieadings and
tagged the AO appeai with the Coiocation WTM Appeai. Both
the Appeais are pending finai hearing and disposai.

SEBI appeaied against the SAT Dark Fibre WTM order dated
August 9, 2023 before the Hon'bie Supreme Court and
vide an interim order dated October 17, 2023, the Hon'bie
Supreme Court rejected the appiication for stay and directed
SEBI to refund an amount of ?31 Crores to our Company.
The amount of ?31 Crores was received by our Company on
November 17, 2023.

SEBI appeaied against the SAT Dark Fibre AO Order dated
December 14, 2023 before the Hon'bie Supreme Court
and vide its interim order dated Aprii 10, 2024, the Hon'bie
Supreme Court tagged the Dark Fibre AO Appeai aiong with
the Dark Fibre WTM Appeai.

Whiie the Coiocation and Dark Fibre matters are pending
before the Supreme Court for finai hearing, our Company on
March 13, 2026 fiied revised settiement terms for a cumuiative
amount of ^14,912.07 miiiion with SEBI for the Coiocation
WTM & AO and Dark Fibre WTM & AO matters.

Settlement Order in SEBI Inspection Observation
Letter dated April 12, 2023

SEBI issued an inspection observation ietter dated
Aprii 12, 2023 to our Company in connection with its inspection
of our Company for the period from February 1, 2021 to
March 31, 2022 (“Letter”). The Letter stated that quasi-judiciai
proceedings had been initiated against our Company for
certain vioiations observed during the inspection.

Our Company fiied a consoiidated settiement appiication
with SEBI on August 10, 2023, under the SEBI (Settiement
Proceedings) Reguiations, 2018. SEBI after reviewing the
settiement proposai and supporting documentation, accepted
the appiication. Our Company paid the settiement amount of
^40.35 Crores on June 25, 2025.

SEBI passed a finai settiement order dated Juiy 31, 2025
thereby disposing of the proceedings in respect of these
vioiations observed during the inspection period. The matter
is not pending as on this date.

The detaiis of other orders/penaities/settiement matters
with SEBI are disciosed in the Corporate Governance Report
forming part of this Annuai Report.

Proceedings Under Insolvency and Bankruptcy
Code, 2016

Pursuant to the provisions of Companies (Accounts) Rules,
2014, the Company affirms that for the financial year ended
on March 31, 2026, there were no application or proceedings,
either filed by the Company or against the Company, pending
under the Insolvency and Bankruptcy Code, 2016, before the
National Company Law Tribunal or any other court.

Audit

Statutory Audit

M/s. Price Waterhouse & Co, Chartered Accountants, LLP
(ICAI Registration No.304026E/E300009), were appointed
as the Statutory Auditors of the Company for a period of 5
(five) consecutive years from the conclusion of 29^th Annual
General Meeting held on August 25, 2021 till the conclusion of
34^th Annual General Meeting to be held in the year 2026.

The Auditor's Report for the financial year ended March 31,
2026, issued by the Statutory Auditors forms part of this
Annual Report and the said report does not contain any
qualification, reservation or adverse remark or disclaimer.

In terms of the provisions of Section 139 read with the
Companies (Audit and Auditors) Rules, 2014 and such other
applicable provisions of the Act, M/s. Price Waterhouse & Co,
Chartered Accountants, LLP, shall complete their term as the
Statutory Auditors of the Company at the conclusion of the
34^th Annual General Meeting.

Accordingly, the Board, on the recommendation of the Audit
Committee, approved the appointment of Walker Chandiok
& Co LLP, (ICAI Registration No. 001076N/N500013) as
the Statutory Auditors of the Company to hold office from
the conclusion of the 34^th Annual General Meeting until the
conclusion of the 39^th Annual General Meeting, on such
terms and conditions, including remuneration, as may be
approved by the Audit Committee, subject to the approval of
the shareholders of the Company.

Secretarial Audit

In compliance with the provisions of Section 204 of the
Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the LODR Regulations, M/s. Mehta & Mehta,
Practicing Company Secretaries, a Peer Reviewed Firm of
Company Secretaries in Practice (Firm Registration Number:
MU000019250) were appointed as the Secretarial Auditors
of the Company for a period of 5 (five) Financial Years from
FY 2025-26 to FY 2029-30.

The Secretarial Audit Report for the financial year ended
March 31, 2026 in Form No. MR-3 is annexed to this Report

as Annexure-3. The said Secretarial Audit Report does
not contain any qualification, reservation, adverse remark
or disclaimer.

Pursuant to the provision of Regulation 24A of the LODR
Regulations, the Annual Secretarial Compliance Report issued
by M/s. Mehta & Mehta does not contain any qualification,
reservation, adverse remark or disclaimer. The Company
shall disseminate the Report on its websites within the
prescribed time.

Pursuant to provisions of Regulation 24A of the LODR
Regulations, the Reports issued by the respective Secretarial
Auditors of the Company's material unlisted subsidiaries
viz. NSE Clearing Limited and NSE Investments Limited
are annexed herewith as Annexure-4 and Annexure-5 to
this Report, respectively. There were no qualifications,
reservations, adverse remarks or disclaimers made by
the Secretarial Auditors of the said subsidiaries in their
respective reports.

Internal Audit

The Board at its meeting held on March 11, 2024, based
on the recommendation of Audit Committee appointed
M/s. Deloitte Haskins & Sells LLP (DHS LLP) (Firm Registration
No. 117366W), as internal auditors of the Company for a
period of 3 (three) Financial Years commencing from April 1,
2024 up to Financial Year March 31, 2027. The reports and
findings of the Internal Auditors are periodically reviewed by
the Audit Committee.

Cost Records and Cost Audit

Maintenance of cost records and cost audit is not applicable to
the Company, as specified by the Central Government under
Section 148(1) of the Act.

Reporting of Fraud

During the year under review, the Statutory Auditors and the
Secretarial Auditors have not reported any instance of fraud to
the Audit Committee, pursuant to Section 143(12) of the Act.

Difference in Amount of the Valuation

Pursuant to the provisions of Companies (Accounts) Rules,
2014, the Company affirms that for the financial year ended
on March 31, 2026, there was no instance of one-time
settlement with any bank or financial institution. Therefore,
the requirement to disclose the details of difference between
the amount of the valuation done at the time of one- time
settlement and the valuation done while taking a loan from the
Banks or Financial institution along with the reasons thereof is
not applicable to the Company.

Update on Listing of Shares of the
Company

On January 30, 2026, the Company obtained a no objection
certificate (NOC) from SEBI for listing its Equity Shares on
a recognised Stock Exchange in terms of Regulation 45 of
the SECC Regulations. Thereafter on February 6, 2026, the
Board of Directors of the Company had granted approval to
the Company to undertake the activities and processes for the
proposed initial public offering (IPO) of its equity shares by
way of an offer for sale of Equity Shares by certain existing and
eligible shareholders of the Company, pursuant to which the
Equity Shares would be listed on a recognised Stock Exchange
in India.

On March 30, 2026, the Company initiated the OFS process
by sending the OFS notice to all the eligible shareholders and
seeking their Expression of Interest (EOI) for participation as
Selling Shareholders. As of May 5, 2026, the company is in
the midst of preparing the Draft Red Herring Prospectus to be
filed with SEBI.

Human Resources

a. Learning & Development

In FY 2025-26, NSE's Learning & Development strategy
evolved into a strategic capability framework anchored
on four core pillars - building future ready capabilities,
building leaders at every level, enhancing employee
engagement, and enabling growth focused retention.
This approach reflects a deliberate shift from traditional
training delivery to a skill led, data driven and enterprise
aligned learning ecosystem, designed to support
organisational resilience in an increasingly complex
capital markets environment.

Building future ready capabilities remained central to
the agenda. A rigorous, multi source Training Needs
Identification framework, integrating employee
aspirations, managerial insights through PMS, and
organisational priorities via business leader connects.
This ensured learning interventions were relevant,
targeted and aligned to business and regulatory needs.
To institutionalise domain excellence, NSE launched
flagship learning properties such as Exchange 360
Ecosystem, NSE Compliance Edge and TechEx Learning
Series, strengthening enterprise wide understanding of
the exchange ecosystem, regulatory frameworks and
core technology platforms.

A significant focus was placed on enhancing employee
engagement through personalised learning. The
upgraded Learning Experience Platform enabled role
based, skill aligned learning journeys by mapping Job
Descriptions to critical skills. This embedded learning
directly into role readiness and day to day performance,

fostering continuous skill currency and reinforcing
employee ownership of development.

Building leaders at every level remained a sustained
priority. Structured programmes such as the Women
Leaders Programme, Winning Managers Programme
and Great Manager Certification strengthened people
leadership, managerial effectiveness and inclusive
leadership practices across the organisation. At the senior
most levels, SVPs and CXOs participated in advanced
Management Development Programmes delivered in
partnership with leading Indian and global institutions,
including Ivy League universities, broadening strategic
perspective and enterprise leadership capability.

To enable growth focused retention, NSE strengthened
education linked development pathways through work
integrated learning, advanced certifications and policy
supported professional qualifications. These initiatives
aligned individual career aspirations with organisational
capability requirements, reinforcing long term talent
continuity and deep institutional expertise.

Collectively, NSE's Learning & Development interventions
reinforced a high performance, future ready workforce,
built leadership depth across the organisation, enhanced
engagement through meaningful learning experiences,
and supported sustained retention, positioning learning
as a core strategic lever for organisational excellence and
sustainable growth.

b. Experience by Design: Shaping Belonging and
Holistic Well-being

• Our employee experience strategy is anchored
with clarity, capability, and care, ensuring people
are enabled, heard, and meaningfully connected to
the organisation's purpose. Employee engagement
is recognised as a critical driver of organisational
resilience, performance and long-term value
creation. Experience initiatives reflect a deliberate
shift from managing employees to meaningfully
engaging people. Through multiple listening channels,
leadership connect forums, onboarding touchpoints,
and voice mechanisms, the organisation builds trust
by design, not by chance. At NSE, employee insights
are actively encouraged to support continuous
improvement, excellence and sustainable value
creation by providing a structured platform. Our reward
programme strengthens a culture of appreciation
aligned with organisational values by recognising
individuals and teams whose contributions drive
performance excellence, foster ideation, and deliver
meaningful business impact. It further empowers
employees as active partners in the organisation's
growth by reinforcing ownership, collaboration, and
shared accountability for outcomes.

•    Vibe, our integrated employee engagement platform
within the HRMS ecosystem, piays a pivotal roie
in fostering a connected, inclusive, and engaging
workplace culture. Serving as a central hub for
employee experience initiatives, virtual engagement
programmes, and various communications, the
platform enables meaningful interactions across
the organisation regardless of location. Through
thoughtfully curated campaigns, interactive
engagement activities, and opportunities for
empioyees to share their stories and experiences,
Vibe encourages active participation and strengthens
a sense of belonging. By creating a continuous
dialogue between employees and the organisation,
the platform contributes to enhanced engagement,
recognition, collaboration, and a more vibrant
employee experience.

•    The Staff Welfare Committee further embeds
ownership by making culture employee ied and
values driven. Together, these initiatives cultivate
resilience, pride, and emotional commitment.
Experience here is not about events or interventions
aione; it is about shaping everyday moments that
strengthen belonging and reinforce cultural credibility.
Strategically, this architecture of connection becomes
the backbone of engagement, alignment, and
organisational confidence.

•    The organisation continues to strengthen a holistic
employee experience ecosystem that integrates
health, family, culture and community into a unified
framework of care through its structured Weii-being
initiatives. The organisation's weiibeing approach
goes beyond traditionai weiiness initiatives to
deiiver a hoiistic empioyee experience, supporting
physicai heaith, mentai weiibeing, financiai
confidence, and sociai connection through famiiy
inciusion, cuiturai engagement, and opportunities for
community voiunteering.

•    Through these interconnected efforts, NSE reinforces
the beiief that work and iife are not separate spheres,
but cioseiy intertwined aspects of an empioyee's
overaii weii-being. Uitimateiy, Experience becomes
a iiving system, one that sustains performance,
strengthens community, and ensures peopie don't
just participate in the organisation, but truiy beiong
to it.

c. Diversity, Equity and Inclusion

•    At NSE, fostering an inciusive workpiace cuiture
remains centrai to buiiding a resiiient and future-
ready organisation. We continue to nurture an
environment where diversity of thought, background,
and experience is vaiued, enabiing empioyees to
contribute meaningfuiiy and coiiaborate effectiveiy

across functions. Women professionais form a
significant part of the workforce, bringing expertise,
ieadership, and diverse perspectives that strengthen
organisationai capabiiity and decision-making.
NSE remains committed to ensuring that merit,
capabiiity, and potentiai remain the key drivers of
career progression.

• The Company's commitment to inciusion extends
beyond gender diversity to embracing individuais
with diverse abiiities and backgrounds. By cuitivating
a cuiture rooted in respect, fairness, and equai
opportunity, NSE strives to create a workpiace
where every empioyee feeis vaiued, supported,
and empowered to achieve their fuii potentiai whiie
contributing to the organisation's sustained success.

A. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act, read
with Ruie 5(1) and Ruie 5(2) of the Companies (Appointment
and Remuneration of Manageriai Personnei) Ruies, 2014,
disciosure with respect to the remuneration detaiis of
Directors and empioyees is annexed herewith as Annexure-6
and Annexure-7, respectiveiy to this Report.

Further, pursuant to the provisions of Reguiation 27 of the SECC
Reguiations, the compensation given to the Key Management
Personnei and the ratio of compensation paid to each Key
Management Personnei, vis-a-vis median of compensation
paid to aii empioyees of NSE is annexed herewith as
Annexure - 8 to this Report.

Disclosures Under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013

As per the requirements of the Sexuai Harassment of Women at
Workpiace (Prevention, Prohibition and Redressai) Act, 2013
("the Prevention of Sexuai Harassment Act”), the Company
has formuiated a Poiicy on Prevention of Sexuai Harassment
at Workpiace for prevention, prohibition and redressai of
sexuai harassment at workpiace and Internai Compiaints
Committees ("ICC”) have aiso been set up to redress any such
compiaints received. The Company is committed to providing
a safe and conducive work environment to aii of its empioyees
and associates. Further, the Poiicy aiso gives sheiter to
contract workers, probationers, temporary empioyees,
trainees, apprentices of the Company and any person visiting
the Company at its office. The Company has zero toierance
on sexuai harassment at the workpiace. The empioyees are
required to undergo mandatory training/certification on the
Prevention of Sexuai Harassment Act to sensitise themseives
and deepen their awareness.

The Company has constituted ICCs across aii reievant
iocations of the Company in India to consider and resoive
sexuai harassment compiaints reported pursuant to the
provisions of the Prevention of Sexuai Harassment Act.

The roie of ICCs is not restricted to mere redressai of
compiaints but aiso encompasses prevention and prohibition
of sexuai harassment. Over the years, the Company has
worked extensiveiy on creating awareness on reievance of
sexuai harassment issues and innovative measures to heip
empioyees understand the forms of sexuai harassment.
The Company periodicaiiy conducts sessions for empioyees
across the organisation to buiid awareness about the Poiicy
and the provisions of the Prevention of Sexuai Harassment
Act. During FY 2025-26, the Company did not receive any
compiaints pertaining to sexuai harassment, and accordingiy,
no compiaints were required to be disposed off. Further,
there were no cases pending for more than 90 days during
FY 2025-26. The disciosures required to be given under the
POSH Act for the FY 2025-26, are given in the beiow tabie:

Statement on Maternity Benefit Compliance:

The Company is in compiiance with the appiicabie provisions
reiating to maternity benefits as prescribed under the
Maternity Benefit Act, 1961.

Resources committed towards strengthening the
critical operations under Vertical 1 which includes
Provision and operation of trading facilities, Record
keeping and disclosure of trade related information,
IT infrastructure for core and critical functions,
Business continuity plan and disaster recovery
operations, Cyber security and Cyber resilience
framework. ensuring compliance with applicable
regulatory requirements:

Robustness of the Technoiogy functions (inciuding Provision
and operation of trading faciiities, Record keeping and
disciosure of trade reiated information, IT infrastructure
for core and criticai functions, Business continuity pian and
disaster recovery operations, Cyber security and Cyber
resiiience framework) remains to be a significant focus area for
the Company inciuding aiiocation of strong human resources
at different ieveis having muiti- faceted skiiis, knowiedge,
and expertise. As on March 31, 2026, the Company had 776
empioyees in the various Technoiogy functions.

Ensuring a resiiient and forward-iooking technoiogy
infrastructure is vitai for meeting operationai requirements.
In this regard, the Company has aiso adopted AI, ML, and
robotics-driven soiutions, supported by a capabie and highiy
skiiied technoiogy team.

During the FY 2025-26, the Company has incurred ^1482.19
Crores of totai expenses inciuding indirect costs of ^139.44

Crores towards Technoiogy functions. Totai expenses
inciudes empioyee benefits expenses of ^235.91 Crores,
technoiogy expenses of ^760.46 Crores and other expenses
of ^485.82 Crores.

Resources committed towards the core and
critical functions under Vertical 2 which includes
Regulatory, Compliance, Risk Management and
Investor Grievances towards ensuring compliance
with applicable regulatory requirements

Robustness of the reguiatory functions (inciuding surveiiiance,
inspection, risk management, defauit, investor protection,
investor services etc.) remains to be a significant focus area for
the Company inciuding aiiocation of strong human resources
at different ieveis having muiti-faceted skiiis, knowiedge,
and expertise. As on March 31, 2026, the Company had 789
empioyees in the various reguiatory functions.

Considering the size, scaie and compiexities of the overaii
activities and continuousiy evoiving need for comprehensive
and effective reguiatory function, it is important to have
equaiiy robust and innovative technoiogy infrastructure and
support to fuifii the requirements. In this area, apart from
technoiogicai infrastructure, the Company has aiso depioyed
various AI, ML and robotics-based soiutions as appropriate
and needed, which is supported by weii trained and highiy
skiiied technoiogicai resources.

During the FY 2025-26, the Company has incurred ^594.41
Crores of totai expenses inciuding indirect costs of ^131.09
Crores towards reguiatory function. Totai expenses inciudes
empioyee benefits expenses of ^188.81 Crores, technoiogy
expenses of ^200.14 Crores and other expenses (towards
SMS, travei & conveyance, ISC centers, professionai and
subscription charges, etc.) of ^205.46 Crores.

The Company continues to have a forward-iooking roadmap
to handie its reguiatory function in the most efficient manner
and thereby wiii continue to commit appropriate financiai and
non-financiai resources towards the same.

Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings/
Outgo

(A) Conservation of energy

NSE has taken severai initiatives towards energy
conservation, green/renewabie energy which demonstrates
the commitment towards the sustainabie deveiopment and
ciean environment.

1) Green Power Generation:

i) Wind Power Plant:

NSE has its own Wind Power Piant of the capacity of
5 MW (i.e. 4 nos. of 1.25 MW of Windmiiis) at Satara in
Maharashtra. In Wind Power Piant, the Wind Eiectric

Generator (WEG) converts the Kinetic Energy available in the Wind to Eiectricai Energy by using a Rotor, Gearbox and
Generator. With regard to the operation of Wind Power Plant, it goes hand-in-hand with the Local Electricity Board. The
Plant is connected to the Main Power Grid of the Local Electricity Board. As per renewable energy policy of Govt. of
Maharashtra, the quantum of electricity generated through the Wind Power Plant is fed to the grid, which gets set off against
the power consumption towards High Tension (HT) installation of the 'Wind farmer' (which in this case is NSE) anywhere
in that grid. Accordingly, the aforesaid Wind Power Plant has generated 1,09,68,965 electricity units in the FY 2025-26.

ii) Thermal Energy Storage System:

Thermai Energy Storage (TES) System has been introduced in the Air-conditioning (AC) system at Exchange Piaza to
optimise energy consumption and reduce peak eiectricity demand. It was observed that, AC Chiiiers and associated
equipments consuming more than 30% of the peak demand ioad. In view of this, the TES system is designed to operate
during non-peak hours. Under this system, Brine Chiiiers operate during non-peak hours to generate “chiii” (i.e., sub-zero
temperature giycoi water), which is stored in a Thermai Energy Storage Tank. This stored cooiing energy is subsequentiy
utiiised through heat exchangers to meet the air-conditioning requirements of the office areas during peak-tariff period.
On account of this, the Services which were operating mainiy during office hours have been distributed and NSE had
surrendered the extra power. This way, NSE has saved around 16,691 Demand KVA in the FY 2025-26.

 

iii)    Occupancy Sensors:

Motion/Occupancy Sensors have been instaiied at the entire Office areas to operate the Lights automaticaiiy based on the
occupancy in the respective areas.

iv)    Building Management System:

The Buiiding Management System (BMS) had been instaiied at the inception stage itseif to enabie NSE to operate the
Buiiding's Services more effectiveiy. By using BMS System, the Air Handiing Units (AHU) of air-conditioning system are
being operated (i.e. switching ON/OFF) as per the exact timetabie scheduied for respective fioors. It aiso heips NSE to
reguiate/controi the temperature of the workspace area weii within a prescribed toierance. With this effective operation
and reguiation of AHU's, eiectricity is being conserved on a day-to-day basis.

v)    Automatic Power Factor Control Units:

The Automatic Power Factor Controi Units have been instaiied to improve the power factor (i.e. by counterbaiancing
the inductive ioad of the buiiding with capacitive ioad) of the entire eiectricai ioad of the buiiding. Power Suppiier gives
incentives i.e. by-passing certain discount in the eiectricity biii on account of this reguiariy.

1. Water Management:

i) Water Recycling - Sewerage Treatment Plant:

This piant has been instaiied at the inception stage itseif to enabie NSE to reuse buiiding's domestic and fiushing water
(i.e. after treatment) for its Cooiing Towers associated with Air-conditioning System and for Gardening purposes every day.
This way NSE has saved around 15,497 Kiioiitres of Water in the FY 2025-26.

 

 

Water Recycling - Sewage water generated at Exchange
Plaza is recycled through Sewage Treatment Plant installed
at its Exchange Plaza building and the processed water is used
for secondary purposes i.e. for cleaning, for Cooling Towers
associated with Heating, Ventilation and Air Conditioning
(HVAC) System.

(B) Technology Absorption -

(i)    the efforts made towards technology absorption.

Transformation:

NSE's Technology environment is highly resilient,
scalable, ultra-low latency supported by advanced
automation. The focus is on modernising core
infrastructure, strengthening operational reliability and
ensuring regulatory compliance.

The Technology function focuses on improvising system
resiliency by way of strategic initiatives covering adoption
of automation enhancement of technology operations,
deployment of full-stack observability, site reliability
engineering practices and execution of technology
refresh programmes across data centers, networks,
servers, storage and private cloud platforms.

The technology environment is designed to operate at
peak load as stipulated by the regulator and is moduiariy
scalable to meet future market requirements with
minimal incremental investment.

Cyber resilience and risk management forms an
integral part of technology absorption. A multi-layered
cybersecurity framework aligned with global standards
is bolstered by comprehensive security measures
in place. These include 24x7 monitoring, robust
encryption, identity management, endpoint protection,
regular vulnerability assessments and stress testing
to ensure the confidentiality, integrity and availability
of information.

Business continuity and cyber resiliency capabilities are
strengthened through the implementation of an Isolated
Recovery Environment and execution of regular disaster
recovery driiis/mock and BCP Live.

Structured capabiiity-buiiding and training programmes
support effective absorption, sustained utiiisation
and operationai ownership of new piatforms, toois
and processes.

(ii)    the benefits derived like product improvement,
cost reduction, product development or import
substitution;

Modernisation & Automation: Automation of routine
tasks such as system heaith checks, monitoring,
patching, provisioning and disaster recovery activities

ieading to faster turnaround times, reduced manuai
intervention and improved consistency.

Operational Excellence: Infrastructure capacity is
augmented across coiocation, private cioud and core
systems to meet growing business requirements. High
ieveis of infrastructure avaiiabiiity and high uptime are
maintained through robust capacity management and
execution of business continuity and disaster recovery
driiis without service disruption.

Innovation: Fuii-stack observabiiity enabies proactive
monitoring, faster incident resoiution and improved
root-cause anaiysis. Infrastructure standardisation,
modernisation and consoiidation initiatives to
enhance performance, supportabiiity and iong-term
sustainabiiity. Appiication modernisation initiative to
enhance performance and stabiiity by moving away from
iegacy code.

Governance & Compliance: NSE reinforced its
commitment to transparency and reguiatory aiignment by
strengthening audit readiness, improving software asset
management and proactiveiy addressing vuinerabiiities.
These initiatives refiect a cuiture of continuous
improvement and a strategic focus on buiiding a resiiient,
inteiiigent and future-ready technoiogy environment.

(iii)    in case of imported technology (imported during
the last three years reckoned from the beginning
of the financial year)-

(a)    the detaiis of technoiogy imported;

Not Appiicabie

(b)    the year of import;

Not Appiicabie

(c)    whether the technoiogy been fuiiy absorbed;

Not Appiicabie

(d)    if not fuiiy absorbed, areas where absorption
has not taken piace, and the reasons thereof;

Not Appiicabie

(iv)    the expenditure incurred on Research and
Development -

Not Appiicabie

Foreign Exchange Earnings/Outgo

The detaiis of foreign exchange earnings and outgo are
mentioned beiow:

Annual Return

In compliance with the provisions of Sections 92(3) and 134(3)
(a) of the Act, the Draft Annual Return of the Company for
FY 2025-26 has been uploaded on the website of the Company
athttps://www.nseindia.com/static/investor-reiations/other-
disciosures

Corporate Governance

As stipulated by Regulation 34(3) read with Schedule V(C) of
the LODR Regulations, a report on Corporate Governance for
FY 2025-26 forms an integral part of this Annual Report.

Pursuant to Regulation 33(1) of SECC Regulations a certificate
from a Practicing Company Secretary confirming compliance
with the conditions of Corporate Governance for FY 2025-26
is annexed to the Corporate Governance Report.

Integrated Report

Your Company has consistently been taking strategic steps to
align its core vision of being a leader in the industry. Guided
by this commitment, your Company has taken a paradigm
shift from compiiance-based reporting to governance-based
reporting by adopting the Integrated Report (IR). The IR aims to
provide our stakeholders a comprehensive view of Company's
strategic objectives, risk and performance, both financial as
weii as non-financiai to demonstrate its commitment towards
its stakehoiders.

Business Responsibility and Sustainability
Report

Pursuant to the provisions of Reguiation 34(2)(f) of the Listing
Reguiations, Business Responsibiiity and Sustainabiiity Report
(“BRSR”), aiong with assurance report issued by TUV India
Pvt. Ltd. on the BRSR core indicators, forms part of this Annuai
Report. The same is avaiiabie on the website of the Company
athttps://www.nseindia.com/static/investor-reiations/other-
disciosures

Compliance with Secretarial Standards

The Company has duiy compiied with the appiicabie
Secretariai Standards issued by the Institute of Company
Secretaries of India i.e., SS-1 and SS-2, reiating to 'Meetings
of the Board of Directors’ and 'Generai Meetings', respectiveiy.

Acknowledgement

Your Directors wouid iike to piace on record their sincere
appreciation to the Government of India, Securities and
Exchange Board of India and Reserve Bank of India and other
reguiatory authorities, business partners and associates,
for their assistance, co-operation and encouragement
extended to the Company. Your Directors aiso extend their
deep appreciation to the empioyees for their hard work and
untiring efforts towards the growth of the Company and
to aii the sharehoiders for their trust and confidence in the
management of the Company.

For and on behalf of the Board of Directors of

Srinivas Injeti

Piace: Mumbai    Chairperson

Date: May 5, 2026    DIN: 01811921