BSE Ltd Directors Report

<dhhead>Board’s Report</dhhead>

The Board of Directors ("Board") present the 19^th Annual Report of BSE Limited ("the Company" or "BSE" or "Exchange") together with audited financial statements for the Financial Year ended March 31, 2024.

1. STATE OF COMPANY’S AFFAIRS

A. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance for Financial Year ("FY") 2023-24 is summarised in the following table:

( in Lakhs)

Particulars	Standalone		Consolidated
	2023-24 2022-23		2023-24 2022-23
Total revenue	1,29,180	74,239	1,61,790	95,394
Total expenses	87,733	50,479	1,10,082	70,591
Profit before exceptional items and tax	41,447	23,760	51,708	24,803
Exceptional items (income)	50,417	-	40,662	-
Profit before tax and share of profits of associates	91,864	23,760	92,370	24,803
Share of profits of associates	-	-	7,182	4,923
Profit before tax	91,864	23,760	99,552	29,726
Tax expenses	16,525	7,069	22,386	9,161
Net profit for the year	75,339	16,691	77,166	20,565
Net profit attributable to the Shareholders of the Company	75,339	16,691	77,839	22,067
Net profit attributable to the non-controlling interest	-	-	(673)	(1,502)
Other comprehensive income	67	44	321	1,994
Total comprehensive income for the year	75,406	16,735	77,487	22,559
Total comprehensive income attributable to the Shareholders of the Company	75,406	16,735	78,039	23,294
Total comprehensive income attributable to the non-controlling interest	-	-	(552)	(735)
Basic and diluted EPS before exceptional items ()	20.99	12.15	29.91	16.06
Basic and diluted after exceptional items ()	54.84	12.15	56.66	16.06

I. Consolidated Results

The total income of the Company during FY 2023-24 on a consolidated basis was 1,61,790 Lakh reflecting an increase of 66,396 Lakh (up by 70%) over previous FY. The total expenses for the year were higher by 39,491 Lakh (up by 56%) at 1,10,082 Lakh.

During the FY, the income was higher mainly due to increase in income from securities services (up by 118%); investments income (up by 85%); income from corporate services (up by 20%) and data dissemination (up by 11%). Increase in expenses are mainly due to increase in employee benefits expense (up by 14%); clearing and settlement expense (up by 426%); administration and other expenses (up by 34%); regulatory fees (up by 188%); computer technology related expenses (up by 11%); depreciation (up by 58%) partly offset by liquidity enhancement scheme expenses (down by 82%) and decrease in finance cost (down by 45%).

The net profit after tax excluding exception item was higher by 19,849 Lakh (up by 97%) from 20,565 Lakh in previous FY to 40,414 Lakh in the current FY.

II. Standalone results

The total income of the Company during the FY 2023-24 on a standalone basis was 1,29,180 Lakh reflecting an increase of 54,941 Lakh (up by 74%) over previous FY. The total expenses for the FY were higher by 37,254 Lakh (up by 74%) at 87,733 Lakh.

During the FY, the income was higher mainly due to increase in income from securities services (up by 133%); investments (up by 116%), income from services to corporates (up by 20%); data dissemination (up by 11%) and other income (up by 3%). Increase in expenses are mainly due to increase in regulatory fees (up by 311%); clearing and settlement expense (up by 235%); administration and other expenses (up by 20%); employee benefit expenses (up by 18%); computer technology related expenses (up by 8%) and depreciation and amortisation expenses (up by 53%) partly offset by decrease in liquidity enhancement scheme expenses (down by 100%).

The net profit after tax excluding exceptional item was higher by 12,141 Lakh (up by 73%) from 16,691 Lakh in the previous FY to 28,832 Lakh in current FY.

B. DIVIDEND

The Board of the Company, in its meeting held on May 8, 2024, has recommended a final dividend of 15/- per equity share of the face value of 2/- each fully paid up for the FY ended March 31, 2024, subject to the approval of the Shareholders at the Annual General Meeting ("AGM"). The said dividend is in line with the Dividend Distribution Policy of the Company.

The final dividend on equity shares for FY 2023-24, if approved, would result in a cash outflow of approximately 20,598.95 Lakh.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source. For more clarity on deduction of tax, please refer para on ‘Tax Deducted at Source ("TDS") on Dividend’ as mentioned in the notes to the Notice of 19^th AGM.

Under Clause 5.3 of the BSE (Corporatisation and Demutualisation) Scheme, 2005, the allotment of equity shares to 10 Trading Members of the erstwhile BSE has been kept in abeyance for various reasons as on March 31, 2024. All corporate benefits including dividend as may be declared by the Company from time to time are being provided for and would be payable on the allotment of these shares. Brief details about the shares being kept in abeyance by the Company are given in ‘Share Capital’ section.

C. TRANSFER TO RESERVES

The Company was not required to transfer any amount of profits to general reserves for FY 2023-24 pursuant to the provisions of Companies Act, 2013 ("the Act").

D. INVESTOR RELATIONS

The Company believes in leading from the front with emerging best practices in investor relations and building a relationship of mutual understanding with International and Domestic investors. To this end, the Company continuously strives for excellence in its Investor Relations engagement with investors through physical, video and audio meetings through structured conference-calls and periodic investor/ analyst interactions like one-on-one meetings, participation in investor conferences, quarterly earnings calls, and analyst meet from time to time. The Company’s leadership team, including the Managing Director and Chief Executive Officer ("MD & CEO"), Chief Financial Officer, and Investor Relations Officer, spent significant time to interact with investors to communicate the strategic direction of the business in 99 one-on-one meetings and 13 investor conference meets organized by reputed Global and Domestic Broking Houses, during the year under consideration. The Company conducted four quarterly earnings calls during the year, which were well attended by investors and analysts. No unpublished price sensitive information is discussed in such meetings. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company’s website.

2. MAJOR EVENTS OCCURRED DURING THE YEAR

A. MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT

The Company had received a letter dated April 26, 2024, issued by Securities Exchange Board of India ("SEBI") wherein it was advised to pay the regulatory fees on the ‘Annual Turnover’ considering notional value in case of option contracts from the FY 2006-07 onwards, with interest at the rate of 15% per annum. Accordingly, the Company has made provision of differential SEBI regulatory fee in the current period (refer note no. 45 of Standalone Financial Statements) for 16,977 lakhs.

There are no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the FY of the Company to which the financial statements relate and the date of this report.

B. CHANGE IN NATURE OF BUSINESS

During the FY 2023-24, there was no change in the nature of business of the Company.

C. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the FY 2023-24, no significant and material orders have been passed by the Regulators or Courts or Tribunals against the Company.

3. SHARE CAPITAL

Pursuant to clause 5 of BSE (Corporatisation and Demutualisation) Scheme, 2005 ("BSE Demutualisation Scheme") approved by SEBI, vide its notification dated May 20, 2005, every Trading Member having membership right of the Exchange or his nominee, as the case may be, as on record date, decided for the purpose, was entitled to 10,000 equity shares of the face value of 1/- per share, against membership right of erstwhile BSE. It may be noted that the entitlement against membership rights post consolidation of share capital stands changed to 5,000 equity shares of face value 2/- per share. As on March 31, 2024, entitlement of 10 Trading Members of erstwhile BSE, against their membership rights, continue to remain in abeyance for various reasons. All corporate benefits including dividend as may be declared by the Company from time to time on the shares which remain in abeyance, are being provided for and would be payable on the allotment of these shares.

CHANGE IN PAID-UP SHARE CAPITAL BUYBACK OF SHARES:

Based on the recommendation of the Board of Directors of the Company at their meeting held on July 6, 2023, the Shareholders of the Company at the 18^th AGM, inter-alia, had approved the proposal for buyback of up to 45,93,137 Equity Shares (representing 3.39% of the total number of Equity Shares in the total paid-up equity capital of the Company) at a price of 816/- (Rupees Eight Hundred and Sixteen Only) per Equity Share, through the "tender offer" route, on a proportionate basis as prescribed in the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, the Act and other applicable laws and regulations. Subsequently, as per Regulation 5(via) of Securities and Exchange Board of India (Buyback of Securities Regulations, 2018, the Board of Directors at their meeting held on September 1, 2023, revised the Buyback Offer Price to 1080/- (Rupees One Thousand and Eighty Only) and reduced the quantum of Shares to be bought back to 34,70,370 Equity Shares (representing 2.56% of the total number of Equity Shares in the total paid-up equity capital of the Company).

Pursuant to the same, the Company bought back 86,532 Equity Shares at

1080/- per Equity Share resulting in a cash outflow of 9,34,54,560 (excluding expenses towards buyback).

An amount of 9,34,54,560 was utilised from free reserves of the Company. Further, Capital Redemption Reserve of 1,73,064 (representing the nominal value of the shares bought back and extinguished) has been created from balance in retained earnings on account of buyback of shares. Post Buyback, the revised paid-up equity share capital of the Company as on March 31, 2024, stood at 27,07,52,718/- (Rupees Twenty-Seven Crores Seven Lakhs Fifty Two Thousand Seven Hundred and Eighteen Only) consisting of 13,53,76,359 equity shares of face value of 2/- each.

4. INVESTOR EDUCATION AND PROTECTION FUND_ TRANSFER OF UNCLAIMED/UNPAID DIVIDEND

Pursuant to the provisions of Section 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer of such amount to Unpaid Dividend Account, is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

The Company had, accordingly transferred the following amount to IEPF during the year under review:

Sr. No.	Type of Dividend	Dividend Per Share	Date of Declaration	Date of Transfer	Amount Transferred
1.	Final Dividend for FY 2015-16	4/-	June 24, 2016	August 17, 2023	2,09,668
2.	Interim Dividend for FY 2016-17*	5/-	February 14, 2017	April 3, 2024	4,04,515

* Pursuant to the provisions of the Act, the Amount was required to be transferred within 30 days from the end of March 16, 2024, and same was transferred on April 3, 2024.

Sr. No.	Dividend	Financial Year	Cumulative No. of Shares	Amount ()
1.	Interim Dividend	2017-18	225	1,125
2.	Thirteenth Final Dividend	2017-18	225	6,975
3.	Interim Dividend	2018-19	448	2,240
4.	Fourteenth Final Dividend	2018-19	448	11,200
5.	Fifteenth Final Dividend	2019-20	760	12,920
6.	Sixteenth Final Dividend	2020-21	1058	22,218
7.	Bonus shares (2:1)	2021-22	3060
8.	Seventeenth Final Dividend	2021-22	4590	59,285
9.	Eighteenth Final Dividend	2022-23	5859	68,288

TRANSFER OF SHARES

Pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has not been paid or claimed for last seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ("IEPF Account") within a period of thirty days of such shares becoming due to be transferred.

Accordingly, 171 equity shares of 2/- each on which the dividend remained unpaid or unclaimed for last seven consecutive years with reference to the due date of July 24, 2023, were transferred during the FY 2023-24 to the IEPF Account after following the prescribed procedure.

Further, 2,980 equity shares of 2/- each on which the dividend remained unpaid or unclaimed for last seven consecutive years with reference to the due date of March 16, 2024, were transferred to IEPF Account within prescribed timelines, after following the prescribed procedure.

Members may note that both the unclaimed dividend and the shares transferred to IEPF Authority can be claimed back by them from IEPF Authority after following the procedure prescribed under the Rules. Please note that no claim shall lie against the Company in respect of unclaimed dividend(s) and Shares transferred to IEPF Authority.

Any Shareholder whose dividend / shares are transferred to IEPF can claim the shares by making an online application in Form IEPF-5 as available on www.iepf.gov.in.

DETAILS OF NODAL OFFICER

Name : Shri Vishal Bhat, Company Secretary and Compliance Officer Email address : vishal.bhat@bseindia.com

DETAILS OF THE RESULTANT BENEFITS ARISING OUT OF SHARES ALREADY TRANSFERRED TO THE IEPF:

Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account up to March 31, 2024, and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer:

Sr. No.	Date of declaration of Dividend	Number of Shareholders against whom Dividend amount is unpaid	Number of shares against whom Dividend amount is unpaid	Amount Unpaid as on March 31, 2024 ()	Due date of transfer of Unpaid and Unclaimed Dividend to IEPF*
1	12th Final Dividend (FY 2016-17) AGM held on September 4, 2017	2,230	80,363	18,48,349.00	October 5, 2024
2	Interim Dividend (FY 2017-18) Board Meeting held on February 2, 2018	3,112	1,86,262	9,31,310.00	March 6, 2025
3	13th Final Dividend (FY 2017-18) AGM held on August 2, 2018	2,202	84,632	26,23,592.00	September 3, 2025
4	Interim Dividend (FY 2018-19) Board Meeting held on November 30, 2018	2,582	1,03,159	5,15,795.00	December 30, 2025
5	14th Final Dividend (FY 2018-19) AGM held on July 15, 2019	1,896	70,992	17,74,800.00	August 18, 2026
6	15th Final Dividend (FY 2019-20) AGM held on July 30, 2020	2,056	99,104	15,36,654.00	August 30, 2027
7	16th Final Dividend (FY 2020-21) AGM held on August 24, 2021	2,234	1,15,353	22,00,285.00	September 23, 2028
8	17th Final Dividend (FY 2021-22) AGM held on July 14, 2022	2,869	1,95,932	25,21,834.00	August 16, 2029
9	18th Final Dividend (FY 2022-23) AGM held on August 31, 2023	2,640	1,96,393	22,43,579.00	October 2, 2030

*The unclaimed and unpaid amount as on the due date will be transferred within 30 days.

5. MANAGEMENT

A. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board of the Company consisted of nine Directors. Being a Stock Exchange, the Board comprises of seven Public Interest Directors ("PIDs"), one Non-Independent Director ("NID") and one Managing Director (Included in the category of NID).

CHANGES DURING THE YEAR APPOINTMENT/RE-APPOINTMENT

Shri T. C. Suseel Kumar, NID, was liable to retire by rotation and being eligible, was re-appointed at the 18^th AGM held on August 31, 2023, and same was approved by the SEBI.

Based on the recommendation of Nomination and Remuneration committee ("NRC"), Board of Directors and approval of SEBI, Shri Pramod Agrawal, and Shri Nandkumar Saravade were appointed as PIDs w.e.f. November 29, 2023, and February 7, 2024, respectively, for period of three years each. Shri Pramod Agrawal was subsequently appointed as Chairperson of the Board of BSE Limited w.e.f. January 17, 2024.

Shareholders through Postal Ballot dated January 2, 2024, approved the appointment of Shri Jagannath Mukkavilli who was nominated on the Board of the Company by Life Insurance Corporation of India ("LIC") as NID, in place of Shri T. C. Suseel Kumar, subject to approval of SEBI. Accordingly, upon receipt of SEBI’s approval on February 13, 2024. Shri Jagannath Mukkavilli was appointed as NID w.e.f. February 13, 2024. Shri Jagannath Mukkavilli is liable to retire by rotation and has offered himself for re-appointment at the 19^th AGM.

Cessation/Resignation

Shri S. S. Mundra, PID & Chairperson, completed his second term w.e.f. closure of working hours on January 16, 2024.

Pursuant to the appointment of Shri Jagannath Mukkavilli on the Board of the Company, Shri T.C. Suseel Kumar ceased to be the NID w.e.f. February 13, 2024.

Shri David Wright, PID, completed his second term w.e.f. the closure of working hours of March 15, 2024.

B. DECLARATIONS BY PUBLIC INTEREST DIRECTORS

The Company has received declarations from all the PIDs, under Section 149(7) of the Act that they have met the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). Further, all PIDs have also given the declarations that they satisfy "fit and proper" criteria as stipulated under Regulation 20 of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 ("SECC Regulations"). All PIDs have also complied with Code for Independent Directors prescribed in Schedule IV to the Act. They have also given their annual affirmation on compliance with the Code of Conduct for the Board of Directors and Senior Management of the Company. Further, there has been no change in the circumstances affecting their status as PIDs of the Company.

C. DECLARATION BY THE COMPANY

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

D. MEETINGS OF THE BOARD

During the FY 2023-24, ten meetings of the Board of Directors were held. The details of meetings of the Board, are provided in the Corporate Governance Report forming part of this Annual Report.

Separate meetings of the PIDs were held on May 10, 2023, August 9, 2023, November 10, 2023, and February 5, 2024.

E. BOARD COMMITTEES

The Board has constituted various Committees in accordance with the provisions of the Act, Listing Regulations and SECC Regulations.

The details pertaining to composition, terms of reference, meetings held and attendance thereat of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship/Share Allotment Committee, Risk Management Committee and Investment, Corporate Social Responsibility

& Environment, Social, Governance Committee for the year have been enumerated in Corporate Governance Report forming part of this Annual Report.

F. AUDIT COMMITTEE RECOMMENDATIONS

All recommendations of Audit Committee were accepted by the Board of Directors during the year.

G. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, INDIVIDUAL DIRECTORS AND INDEPENDENT EXTERNAL PERSONS

Pursuant to the provisions of the Act, Listing Regulations, SECC Regulations read with SEBI guidance note dated January 5, 2017, SEBI circular dated February 5, 2019, and Board Evaluation policy of the Company, the Performance of the Board and Board Committees was evaluated on various parameters such as composition, diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors & Independent External Persons was evaluated on parameters, such as meeting attendance, participation and contribution, engagement with colleagues on the Board and Committees, responsibility towards stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.

All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held in the month of May 2024. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, and Independent External Persons and noted the suggestions/inputs of the Directors. Recommendations arising from this entire process was deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and individual Directors & Independent External

Persons is enumerated in the Corporate Governance Report forming part of this Annual Report.

H. REMUNERATION OF DIRECTORS AND EMPLOYEES

In compliance with the requirements of Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SECC Regulations, a statement containing the remuneration details of Directors and employees is annexed as Annexure A.

I. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that: a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures for the same; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the financial year ended March 31, 2024; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a going concern basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

J. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has maintained adequate internal financial controls over financial reporting. These includes policies and procedures –a) Pertaining to the maintenance of records that is reasonably detailed, accurately, and fairly reflects the transactions and dispositions of the assets of the Company. b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and Directors of the Company, and

c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material impact on the financial statements. Such internal financial controls over financial reporting were operating effectively as of March 31, 2024, based on the criteria established in the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

K. COMPLIANCE WITH SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards ("SS") issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the Secretarial Standards i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

L. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has complied with the specified time limit for implementation of Corporate Actions.

M. ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Act, Annual Return in Form MGT-7 for the FY 2023-24 is available on the website of the Company at www.bseindia.com/static/investor_relations/annualreport. html.

6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Details of subsidiaries / associates and joint ventures of the Company are provided in notes to financial statements.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company’s subsidiaries, associates & joint ventures in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.bseindia.com/investor_relations/ annualreport.html.

7. PUBLIC DEPOSITS

The Company has not accepted any public deposits during the FY ended March 31, 2024, and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of investments made by the Company are provided in Note Nos. 7, 8 & 9 of the Notes to the Standalone Financial Statements.

The Company has not provided any guarantee or security to any person or entity and has not made any loans and advances in the nature of loans to firms / companies in which directors of the Company are interested.

9. AUDITORS

A. STATUTORY AUDIT AND STATUTORY AUDITOR’S REPORT

M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), Mumbai, are the Statutory Auditors of the Company and are appointed for a term of five years till the conclusion of 22^nd AGM.

Statutory Auditor’s Report

The Statutory Auditor’s report dated May 8, 2024, on the financial statements of the Company for FY 2023-24 is unmodified and does not have any reservations, qualifications, or adverse remarks.

Details in respect of frauds reported by Auditors

No fraud has been reported by the Auditors to the Audit Committee or the Board.

B. SECRETARIAL AUDIT AND SECRETARIAL AUDITOR’S REPORT

The Board appointed M/s DM & Associates Company Secretaries LLP Mumbai (Firm Reg No. L2017MH003500) to conduct Secretarial Audit of the Company for FY 2023-24.

The Secretarial Auditor’s report for the year ended March 31, 2024, as provided by M/s. DM & Associates, Company Secretaries is enclosed as

Annexure B.

The Secretarial Auditor’s report does not contain any qualifications, reservations, or adverse remarks.

C. INTERNAL AUDITOR

Internal Audit for the year ended March 31, 2024, was conducted by M/s Rodi Dabir & Co., Chartered Accountants and Internal Audit reports were placed before the Audit Committee and Board of Directors at periodic intervals.

D. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of Cost Audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

I. The steps taken and their impact on conservation of energy:

We regularly replace high energy consuming electrical equipment with modern efficient devices such as replacing the induction ballasts with electronic ballasts and the fluorescent lights with LED lights. We conserve energy by switching off lights & other equipment when they are not required. We have installed motion sensors in certain areas thereby automatically switching off the lights when not in use. Our offices are painted in brighter colours to maximize lighting efficiency besides using natural light in most places. We have coated the glass windows to reduce the heat entering the building which reduces the air-conditioning load. The Company continuously strives to optimize its energy usage and efficiency. We have replaced few AHU coils which has resulted in increase in efficiency and energy savings. We have installed energy saving devices for operation of AHU’s.

II. The steps taken by the Company for utilising alternate sources of energy:

Our building has glass windows all around and we also use the ambient light for lighting purposes as much as possible. This reduces the electricity consumption due to lesser need of lighting during the day.

III. The capital investment on energy conservation equipment:

No capital investment was made on energy conservation equipment in the FY 2023-24.

B. TECHNOLOGY ABSORPTION

BSE has emerged as a cornerstone of India’s financial landscape, fostering economic growth, and attracting investments both domestically and internationally. In an era defined by rapid technological advancements, BSE has continuously adapted to the changing landscape, harnessing the power of technology to drive innovation, enhance operational efficiency, and ensure market stability. This annual report aims to highlight the pivotal role technology has played in BSE’s growth and resilience.

I. Advanced Trading Infrastructure:

BSE’s cutting-edge trading infrastructure has been instrumental in facilitating seamless and efficient trading activities. The Exchange has invested significantly in high-performance servers, state-of-the-art networks, and robust data centers to ensure ultra-low latency, high availability, and resilience. BSE has also increased its co-location data centre capacity to service more customers.

II. Strengthening Risk Management:

With the aim of ensuring market integrity and stability, BSE has prioritized the development and implementation of robust risk management systems. Sophisticated technological solutions, including real-time surveillance systems, algorithmic monitoring, and anomaly detection mechanisms, have been deployed to detect and prevent market manipulation, fraud, and irregularities. BSE’s strong risk management framework has bolstered investor confidence and fostered a safe and secure trading environment. To further enhance the Business Continuity of the Risk Management System of the Clearing Corporation (CC), a SaaS (Software as a Service) setup has been provided by both major CCs to each other.

Functioning of the SaaS setup was effectively demonstrated in a Special Live Trading session held on Saturday, March 2, 2024. The Risk Management System of ICCL switched over to the SaaS setup on this day (March 2, 2024) and continued from the SaaS setup for the rest of the day.

III. Agility in DR operations

When it comes to BCP/DR the Company’s regulator had been very proactive in setting improved guidelines on a regular basis. Last year (FY 2022-23) the regulator had established a series of joint exercise between all MII’s where multiple coordinated intraday switchovers were performed.

The purpose of these coordinated exercise was to prepare all MIIs as well as market participants to be agile in its operations in case a DR switchover was triggered by any MII during Live trading. Several scenarios were tested during these mocks. Some of these were:

1. All Exchanges switching to DR at the same time

2. Exchange at DR and Clearing Corporation at PR

3. Graceful and non-graceful shutdown at PR

4. Creation of data loss scenarios and recovering missing data at DR

5. Interop data verification and recovery

6. Maintaining the prescribed RTO and RPO

The Company was able to consistently showcase its ability switchover with prescribed RTO and RPO. It was also able to recover missing data during non-graceful shutdowns. Overall, the Company was able to perform all the mandated tests successfully.

The testament of effectiveness of the DR setup is that the Company was able to switch-over to the DR site intraday within the prescribed RTO & RPO in a Special Live Trading session held on Saturday, March 2, 2024. Further, like the previous years, as per the regulatory mandate, the Company had successfully completed 2 full-day Live DR sessions twice during the FY.

IV. Technology upgrades in StAR MF platform

The Company had been continuously in the process of technically and functionally upgrading its products. This year the Company’s mutual fund platform StAR MF has undergone major updates to keep up its competitive edge in the market and meet regulatory requirements.

The Company has introduced automated reconciliation of funds received before settlement of Mutual Fund SIP and Purchase orders, leading to better controls and surety of allotment of units. Furthermore, the Company has enhanced the cut-off time to process Mutual Fund orders to 2:40 P.M. from earlier 2:00 P.M. thereby moving closer to the AMFI cut-off time.

Further, the StAR MF Platform now also provides proactive push notifications to members on order status, thereby enhancing the experience of members and investors.

New SEBI Defined Category of Execution Only Platform (EOP) for Mutual Funds was introduced on the StAR MF Platform, thereby enabling a new category of service providers to register and transact in Mutual Funds.

V. Other Notable References

There were no major incidents affecting Exchange operations during the year.

Various regulatory initiatives have taken up such as Market Price

Impact, Limit Price Protection, T+0 Settlement and Encryption of Data.

BSE has successfully and seamlessly completed the hardware refresh of servers older than 5 years.

C. CYBER SECURITY TECHNOLOGY ABSORPTION AND CERTIFICATION

In the ever-shifting landscape of Information and Cyber Security, staying ahead of the curve is not just a choice but a necessity. Cyber threats are ever growing, and new threat vectors are ever evolving. To ensure BSE’s information assets are resilient to such information and cyber security threats, the 24X7 Information and Cyber Security Operation Centre (SOC) continuously aims to evolve and adapt our defences with the state-of-the-art technologies implemented.

I. SOAR (Security Orchestration, Automation and Response)

BSE uses SOAR to step-up the Company’s Cyber security operation centres’ response capability by enabling orchestration and automation by combining SIEM and other technologies. SIEM use-case playbooks has been created in SOAR along with required integrations. Security Orchestration has enabled the threat intelligence feed from multiple sources and streamlined the threat response workflows. It helped to reduce the turnaround time on security alerts and enabled cyber security analysts to act on alerts quickly through defined cyber security alert playbooks.

II. Technology for Phishing Simulation and Employee awareness training

Humans are considered one of the weakest and most vulnerable links in Information and Cybersecurity. It is important to ensure continuous awareness, training, and assessment of human aspect for strong cybersecurity. The Company conducts periodic cybersecurity training and assessment exercises for employees and vendors. With phishing simulation and Learning Management System (LMS) based training, awareness, and assessment technology, it will help to cover all employees and ensure each employee and vendors who are working at the Company premises are going through the assigned trainings and clear the assessments.

III. Threat Intel Platform, External Risk Exposures and Brand Monitoring Service

To ensure continuous digital risk assessment and mitigation of possible threats, the Company has subscribed for services which provides external threat intel for cyber threats where the threats are discovered by research and threat intel provider companies. Brand monitoring services to discover the threats pertaining to the Company’s information assets and to avoid the misuse of the Company’s digital assets and brand name. Surface and Dark web are monitored to identify possible and related cyber threats and exposures being planned or surfaced for the Company.

IV. Certification

The Company has successfully achieved the Information Security Management System ISO 27001:2022 and Business Continuity Management System ISO 22301:2019 certifications and surveillance audits for FY 2023-24.

Conclusion:

BSE’s continues to innovate and enhance its technology stack in order to create a resilient marketplace for investors. It also undertakes timely refresh of technologies thereby keeping pace with a fast-moving landscape.

During FY 2023-24, it has augmented its infrastructure significantly, thereby allowing it to keep pace with growing volumes in the Derivatives, Equities and Mutual Fund Segments. BSE remains committed to investing in technology as a key driver towards achieving business and excellence.

Disclosures a) The efforts made towards technology absorption:

The Company continued with passion looking for path-breaking technologies & adopt them. The year had seen a tremendous increase in volumes requiring the Company to invest in adopting new technologies. The Company has taken the lead for implementation of:

Upgradation and enhancements in infrastructure

Implementation of newer technologies to meet key business and regulatory requirements

Enhancing the security posture across infrastructure and applications

Improvising the operational capabilities & high availability

Effective utilisation is made of available indigenous technology team expertise and develop home grown applications.

Needless to mention, the efforts put in by the Company have shown results in the form of a robust platform supporting exponential growth in volumes. All departments within the Company are equipped with tech-enabled solutions and applications to deliver best of the services to all its customers. b) The benefits derived like product improvement, cost reduction, product development or import substitution:

While the Company continues to invest in technology, it is conscious of costs pushing itself to build and adopt efficient technology solutions. There is significant focus on innovation in deployment of technology while supporting business growth and a fast-evolving regulatory landscape.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable. a) The details of technology imported - Not Applicable b) The year of import - Not Applicable c) Whether the technology been fully absorbed - Not Applicable d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable d) The expenditure incurred on Research and Development - Not Applicable

D. FOREIGN EXCHANGE EARNING AND OUTGO

The particulars of Foreign Exchange Earnings and outgo during the year under review are furnished hereunder: Foreign Exchange Earning: 3,464 Lakh (Previous Year: 3,073 Lakh) Foreign Exchange Outgo: 245 Lakh (Previous Year: 229 Lakh)

11. RISK MANAGEMENT AND COMPLIANCE

Risk Management is one of the critical elements of operating framework at BSE. Enterprise Risk Management ("ERM") framework encompasses practices relating to the identification, evaluation, mitigation, and monitoring of strategic, operational, financial, compliance risks and emerging risks to achieve key business objectives, and to minimise the adverse impact of risks.

The Board of Directors of the Company has constituted a Risk Management Committee ("RMC") to oversee the ERM Framework, risk mitigation, monitoring the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

BSE’s management identifies key risks (existing as well as emerging) and prioritises the mitigation actions based on the potential adverse impact on operations and/or shareholder value. As the Exchange operates in a dynamic environment, these risks are reviewed regularly and assessed for their potential impact/ exposure. A comprehensive enterprise-wide Risk Management Policy has been created which was last reviewed by the RMC in August 2023. Further, every quarter a detailed update on ERM along with important risk incidents/events that occurred, is presented, and deliberated upon in the meetings of the RMC.

Overview

Risk Management is an enterprise-wide function at BSE which covers major business and functional objectives including Strategy, Operations, Technology and Compliance and stipulates the risk management framework of the Company / principles adopted by the Company for the achievement of business objectives through risk identification, evaluation, monitoring and minimisation of identifiable risks and improved resiliency towards unknown risks. The approach uses RCSA (Risk Control and Self-Assessment) tool for evaluating and mitigating risks.

RISK CATEGORIES

The Company’s risk management framework is broadly categorized into 10 risk vectors pertaining to: a) Business, b) Technology, c) Cyber Security, d) People, e) Regulatory and Compliance, f) Reputation, g) Fraud, h) Operations, i) Finance, j) Physical and Infrastructure.

Apart from above, external risks arising from external, environmental, macro-economic and geopolitical factors are also identified for assessment.

RISK MANAGEMENT PROCEDURE Risk Identification

The risk identification uses RCSA which involves identifying, recognizing, and describing risks that obstruct the attainment of the strategic and business goals of the organisation. BSE has in place, the system, and measures to identify high-level risks related to operational, technological, regulatory and compliance, reputational, infrastructural, environmental, and strategic, etc. aspects of the organisation.

Risk Assessment

Each risk is assessed for impact (materiality of the risk if it occurs) and likelihood (at an agreed level of impact, the probability of the event taking place). This shall provide the inherent risk of the particular risk activity. Based on the impact and likelihood the risk exposure is categorized into categories based on defined matrix.

Residual Risk is derived after assessing the impact of the mitigation plan.

Risk Mitigation Measures

Mitigation actions are prepared and finalised, owners are identified, and the progress of mitigation actions are monitored and reviewed. The Risk Management Committee periodically reviews and monitors the mitigation actions, its effectiveness and provides its advice and insights to the mitigation teams.

The management along with risk and control owners remain vigilant in mitigating the risks that may come with changes in internal and external environment.

Risk Reporting

The top risk from the risk registers, its mitigation plans, periodic review of processes and new risks emanating from such reviews, a detailed update on ERM is presented and deliberated upon in the meetings of the RMC on a quarterly basis.

The risks identified by risk management function or roles at different levels in the organization are presented at appropriate level of governance structure. Critical risks or cross functional risks at each level are escalated to the next level in the governance structure. Critical risks under different categories of risks at group level are reviewed by Chief Risk Officer, Chief Financial Officer, Chief of Business Operations, Chief Information Officer, and Chief Regulatory Officer and reviewed by MD & CEO.

Risk Management Framework for the year

During the year, as a part of a fresh perspective to Risk Management and monitoring the key risks, the following activities were undertaken by the risk management function during the year: a) Review of the risks arising from external environment such as geopolitical factors, macro-economic factors at global and local level. b) As per requirement of SECC Regulations, a revised Risk Management Policy for the FY 2023-24 was placed before and was approved by the Risk Management Committee. c) Standardisation of the format of risk registers for the all the organisational functions. d) Established the Exception Reporting and Escalation Mechanism whereby exception events which could pose risk to the enterprise are escalated and reported on a timely basis to ensure the required remediation. e) Established the RCSAAssessment system to achieve a professionalised and industry wide accepted approach to Risk Management. f) Identification of major risk vectors impacted, and risks involved in processes followed by the departments.

Due to the inherent risks in the Company’s business activities, BSE ensures to risk management practices to strengthen the organisation through informed strategic and business decisions.

BSE’s strategic vision for the ERM function is to embed ERM across processes, business strategy and key decision making to add significant and strategic organisational value.

12. COMPANY’S POLICIES

A. POLICY ON NOMINATION AND REMUNERATION

The Company’s policy on Nomination and Remuneration includes criteria for determining qualifications, positive attributes, and independence of a Director.

The Nomination and Remuneration Policy of the Company is performance driven and is designed to motivate employees, recognize their achievements, and promote excellence in performance.

The Policy provides guidance on appointment and removal of Directors

& KMPs, remuneration of Directors, Key Managerial Personnel/Key Management Personnel/Senior Management, and other employees.

The said policy is available on the website of the Company at https://www. bseindia.com/downloads1/nrcpolicy.pdf

B. POLICY ON CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company has constituted a Committee in accordance with Section 135 of the Act.

The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed to this Report as Annexure C.

The CSR policy is available on the website of the Company at https://www. bseindia.com/downloads1/Corporate_Social_Responsibility_Policy.pdf

C. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical behaviour, suspected fraud, or violation.

The said policy inter alia provides safeguard against victimization of the Whistle Blower. Stakeholders including Directors and Employees have direct access to the Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee.

The said policy is available on the website of the Company at https://www. bseindia.com/downloads1/766e08fe-2fb1-4501-90b5-a4888738e42f. pdf.

D. POLICY ON RELATED PARTY TRANSACTIONS

All Related Party Transactions ("RPT") that were entered during the FY were on arm’s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There was no material significant RPT transacted by the Company during the year that required Shareholders’ approval under Regulation 23 of the Listing Regulations. None of the transactions with related parties fell under the scope of Section 188(1) of the Act. The disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

The Policy on RPT is available on the website of the Company at https://www. bseindia.com/downloads1/13b0fdbf-fa4e-4b4d-9d9b-bedade5e70c2.pdf

E. POLICY ON MATERIAL SUBSIDIARY

As required under Regulation 16(1)(c) of Listing Regulations, the Company has in place and adopted a policy for determining Material Subsidiaries. For FY 2023-24, Indian Clearing Corporation Limited ("ICCL") is the material subsidiary of the Company. As per Regulation 24A of Listing Regulations, the Secretarial Audit Report of ICCL is annexed as Annexure D.

The policy on Material Subsidiary is available on the website of the Company at https://www.bseindia.com/downloads1/Policy_on_Material_ Subsidiaries.pdf

F. INSIDER TRADING REGULATIONS

Pursuant to the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Conduct for Prevention of Insider Trading ("Insider Trading Code") and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI").

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https://www.bseindia.com/downloads1/ Code_of_fair_disclosure_of_UPSI.pdf

G. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy containing the requirements of Regulation 43A of Listing Regulations is annexed as Annexure E and is also available on the website of the Company at https://www.bseindia.com/downloads1/ BSE_Dividend_Distribution_Policy.pdf

13. DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment (POSH) at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee ("ICC") is already in place wherein the senior management (with women employees constituting the majority) personnel are its members. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

The Company had conducted workshops on POSH for the employees on periodic basis. During the FY ended March 31, 2024 no complaint pertaining to sexual harassment was received.

14. RESOURCES COMMITTED TOWARDS STRENGTHENING

REGULATORY FUNCTIONS AND TOWARDS ENSURING COMPLIANCE WITH APPLICABLE REGULATORY REQUIREMENTS

The Company being a recognised Stock Exchange is governed by SEBI. The Company ensures compliances with various regulations and guidelines issued by SEBI from time to time and strives to implement the best governance practices.

During the year under review, the Company’s regulatory division comprised of departments, handling various critical aspects of regulatory compliances, as under: i. Risk management; ii. Surveillance and investigation; iii. Listing; iv. Member registration; v. Compliance; vi. Inspection; vii. Enforcement; viii. Arbitration and grievance redressal mechanism; ix. Member default; x. Investor protection and services.

There are 193 resources in these functions at various designations. Each such function is headed by the Chief Regulatory Officer, who in turn reports to the MD & CEO and Regulatory Oversight Committee.

The Company has ensured to make disclosures of various mandatory regulatory requirements along with reporting of the same to various regulatory authorities in addition to informing the same to the Board of Directors and respective Committee.

For the FY ending on March 31, 2024, BSE incurred direct and indirect expenses amounting to 3057.81 Lakhs as per activity-based accounting methodology towards strengthening regulatory functions and towards ensuring compliance with regulatory requirements.

15. COMMUNICATIONS

Over the years, communication at BSE has played a crucial and important role in delivering accurate and timely information to all its stakeholders. Through a wide array of communication channels, we have effectively and efficiently shared comprehensive updates on new product offerings, services, regulatory developments, and investor education initiatives from time to time.

During the year, our collaborative approach with prominent industry bodies and trade associations has enabled joint programs that cultivate a favorable business environment for all. The Memorandum of Understandings with the Government of Maharashtra and Goa, Chamber of Commerce and Industry to promote SME listing during the year is one such step in this direction. Continuing its legacy as a trusted institution in the financial sectors, BSE played host to many international and Indian dignitaries, trade associations, and student organizations in FY 2023-24.

While BSE has strived towards enhancing the visibility for innovative products and new initiatives with the rebranding and launch of the new logo which showcases the Exchange’s dynamic spirit and its embrace of the digital era. The relaunch of Sensex and Bankex and Brand visibility building events like unveiling of Charging Bull and Common Man sculptures at Horniman Circle are other significant initiatives. The relaunch of Bankex saw a record of over 13 Crore contracts traded with a notional turnover of over 100 Lakh Crore while the Sensex Derivatives Turnover rocketed to a new record by reaching 13.58 Lakh Crore. The efforts and work done by BSE was recognised as it was awarded as one of ET NOW’s Best BFSI Brands for 2024.

"Mane ki Mano", the informative videos on investor awareness by BSE received tremendous response from the regulators and public at large. The year also saw the launch of Investor Risk Reduction Access (IRRA) platform by SEBI Chairperson, Ms. Madhabi Puri Buch, celebration of World Investor Week and celebration of Diwali Mahurat Trading.

On International Women’s Day, BSE in collaboration with UN Women, marked a significant moment by hosting the "Ring the Bell for Gender Equality" emphasizing the critical investment in women for accelerating progress towards gender equality.

16. OTHER DISCLOSURES

A. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(2)(e) of the Listing Regulations, the Management Discussion and Analysis Report forms part of this Annual Report.

B. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report forms part of this Annual Report.

C. CORPORATE GOVERNANCE

Pursuant to the SECC Regulations, Listing Regulations and the Act, report on Corporate Governance as on March 31, 2024, forms part of this Annual Report. A Certificate from Practicing Company Secretary, confirming status of compliances of the conditions of Corporate Governance is annexed to the Corporate Governance Report.

D. INVESTOR PROTECTION FUND ("IPF")

The Company, through its IPF, regularly conducts Investor Awareness Programs ("IAPs") throughout the country. IPF was instrumental in conducting 13,780 IAPs during FY 2023-24. Out of this, 4,320 IAPs were conducted through IPF while 9,460 IAPs were conducted through the Investors Services Fund ("ISF"). Similarly, 8,542 IAPs were conducted physically while 5,238 were conducted online (webinars) out of the above. Additionally, during the year, IPF officials conducted 324 Regional Investor Seminars for Awareness (RISA) jointly with SEBI across different parts of the country. IPF also publishes TV, print, digital and online advertisements regarding Do’s and Don’ts for investors, to educate them and enable them to safeguard their interests. During the year, several educational and other capital market awareness events were supported by IPF to raise awareness about investor centric areas such as investing early, power of compounding, diversification of investment, goal-based investing, retirement investment ideas, etc.

MAJOR INITIATIVES: Mr. Mane Videos:

This year, IPF resorted largely to digital and social media as a means of spreading awareness as it is the trend seen amongst investors. As a part of digital strategy for investor awareness campaign, BSE IPF in coordination with the Corporate Communications team of BSE, successfully made 11 videos on various topics related to securities market in Hindi language with the videos evolving around one common character called "Mr. Mane". These videos became very popular in short span of time with total views across social media and YouTube exceeding 10.75 Crore.

Other Digital Initiatives:

BSE IPF released animated films on four topics related to Securities Market for Investor Awareness during the year. Pursuant to discussions with SEBI, BSE IPF had sent investor awareness messages (with an embedded video) through WhatsApp to over 4.5 crore active investors registered with BSE, on various topics related to Securities Market.

World Investor Week (WIW) 2023:

BSE IPF celebrated the globally popular event for investors called World Investor Week (WIW 2023) under the aegis of SEBI and International Organisation of Securities Commissions (IOSCO), from October 9, 2023 to October 15, 2023.

WIW is a week-long global celebration promoted by the IOSCO to raise awareness about the importance of investor education and protection. In India, SEBI had worked with all the Market Infrastructure Institutions to make this a memorable and enriching week for all investors.

To mark the beginning of WIW 2023, on the first of day of the week i.e. October 9, 2023, BSE IPF conducted a bell ringing ceremony at BSE International Convention Hall which was attended by Shri G. P. Garg, Executive Director, SEBI, and various other senior dignitaries from SEBI. Certain key activities undertaken by IPF to celebrate WIW 2023 are:

1) Investor Awareness Programs (IAPs):

BSE IPF conducted 928 IAPs in the week, through its network of resource persons, regional officials and jointly with SEBI officials, creating awareness and educating the investors about various aspects of investments through securities market. As desired by SEBI, the Exchange focused on bringing participation for these IAPs from the investors who have newly entered the market in last 2 years, in addition to the general investors.

2) Creating Microsite:

A microsite of WIW 2023 was created which can be accessed from BSE IPF website. Additionally, a WIW 2023 banner was displayed on the BSE website.

3) QUIZ programs: a) General Quiz

BSE IPF conducted series of general Quiz programs for capital market investors on 5 consecutive days during WIW 2023. The Quiz was conducted online, wherein participants were required to answer multiple choice answer questions in a time bound manner. Winners were awarded with the certificates as well as suitable cash prizes. All other participants were given participation certificates. Total 12,744 people participated in the Quiz program out of which 10 daily winners were announced and 2 winners were selected amongst the daily winners who were awarded as "Quiz Ka Shahenshah". b) National level Quiz for students at Institute of Company Secretaries of India ("ICSI")

Keeping the importance of governance and knowledge of regulations in mind, BSE IPF conducted a special nation-wide Quiz for the students of ICSI, in coordination with the ICSI, on October 11, 2023. Majority of the questions were based on the regulatory framework governing listed securities and specifically Listing Regulations. Total 846 students from the institute participated in the Quiz, out of which 10 winners were awarded with the cash prizes and others were given participation certificates.

4) Nukkad Natak on Financial Literacy:

Nukkad Natak aims at shaping investors in India to become more aware, responsible, and thinking adults and have an opinion on issues of financial literacy. This activity was conducted during WIW 2023, wherein the participants (in groups) performed skit to create awareness about investments in the capital market. This activity received overwhelming response from the participants and more than 11,000 entries were received. The best 5 teams were awarded cash prizes.

5) Organizing Human Chain:

This is yet another unique activity which was conducted during WIW 2023. On the first day of WIW 2023 i.e. October 9, 2023, BSE IPF in co-ordination with one of the resource person organized a Human Chain at Shishuvan School, Matunga, Mumbai, where more than 300 students participated. The students wore T-shirts and caps given by BSE IPF and formed a human chain shape of WIW 2023. This was captured on video showing a captivating aerial view of the event. A photo frame of the event was also presented to SEBI Executive Director.

6) Street Plays:

BSE IPF in co-ordination with one of the resource person performed 11 street plays at various busy locations at Mumbai to propagate the message of Investor Resilience and Sustainable Finance during the WIW 2023. One such play was performed near SEBI office at BKC, which was attended by the senior SEBI officials and was well appreciated.

7) Katputali Dance:

BSE IPF in co-ordination with one of the resource person successfully conducted a new activity - 10 Katputali Dance events at Tier II and Tier III cities in Rajasthan to spread the knowledge about financial planning and investments in securities market through these activities. Each program was for a duration of 60 to 90 minutes which was mixture of dance and speech by a Trainer in the regional language, on investor education.

8) Social media campaign:

We have created some short videos for Investment Inspiration giving messages from well-known investors like Mr. Vijay Kedia, Mr. Neeraj Choksey & Mr. Ramdev Agarwal, etc., who shared their stories of Investment journey over a period to encourage the investors. We have also created static messages on the theme called "The Right Tip" for investors’ awareness, covering messages on different topics in the interest of general investors in the capital market. These videos and messages were sent out to all social media handles of BSE i.e. Facebook, LinkedIn, X, and Instagram during the entire length of the WIW 2023, which garnered a total reach of more than 19 million people.

9) BSE building illumination:

The iconic BSE Building was lit up during all days of WIW 2023, displaying the logos of SEBI, BSE, and WIW 2023.

E. RAINWATER HARVESTING

In order to address the environmental concerns, the Company is undertaking steps to promote sustainability, by disseminating all agenda items of Board and Committee meetings electronically on a real time basis, by uploading them on a secured online application specifically designed for this purpose, thereby eliminating circulation of printed agenda papers.

Further, in order to make effective use of rainwater, rainwater harvesting system is implemented for BSE buildings situated in Mumbai. The rainwater harvested will be stored and used for chiller plant after due treatment. Additionally, the harvested rainwater will also help in recharging existing ring wells situated in the premises.

F. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year, no proceeding has been initiated under Insolvency and Bankruptcy Code for default in payment of debt. Further, the Company has also not initiated any proceedings against the defaulting entities. However, it had lodged its claim with the resolution professional/liquidator appointed for defaulting listed companies.

G. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the period under review, Company has not taken any loans from the banks or financial institutions. Accordingly, there has been no one time settlement or valuation done for this purpose.

17. ACKNOWLEDGEMENTS

The Board sincerely thanks the Government of India, SEBI, RBI, IRDA, GIFT City Ltd., CERC, the Government of Maharashtra, other State Governments, and various government agencies for their continued support, co-operation, and advice.

The Board places on record its gratitude to the members of various committees for their guidance and leadership and for providing valuable contribution towards the functioning of respective committees during the year.

The Board also acknowledges the support extended by trading members, issuers, investors in the capital market and other market intermediaries and associates.

The Board expresses sincere thanks to all its business associates, consultants, bankers, vendors, auditors, solicitors and lawyers for their continued partnership and confidence in the Company.

The Board further extend its sincere appreciation to all the employees for their dedication and contribution and to all the shareholders for their trust and confidence in the management of the Company. The Board

Pramod Agrawal

Chairperson

Date: May 8, 2024

Place: Mumbai

is also deeply touched by the efforts, sincerity and loyalty displayed by the employees for their commitment, co-operation, and collaboration in advancing the mission and vision of the Company towards achieving its goals.

The Acknowledgement serves to demonstrate Transparency, Accountability and Appreciation for the collective efforts that contribute to the Company’s Performance and Sustainability.

For and on behalf of the Board of Directors

ANNEXURE ‘A’ OF BOARD’S REPORT INFORMATION REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 A. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF ALL THE EMPLOYEES OF YOUR COMPANY FOR THE FINANCIAL YEAR 2023-24 IS AS FOLLOWS:

Name of Director	Ratio of the Remuneration of Director to median remuneration
Shri S. S. Mundra1	1.61
Shri Pramod Agrawal2	0.60
Shri Umakant Jayaram	2.13
Shri David Wright3	1.70
Sushri Jayshree Vyas	1.66
Prof. Subhasis Chaudhuri	2.02
Justice Shiavax Jal Vazifdar	1.79
Dr. Padmini Srinivasan	1.95
Shri Nandkumar Saravade4	-
Shri T. C. Suseel Kumar5	1.73
Shri Jagannath Mukkavilli6	-
Shri Sundararaman Ramamurthy7	48.39

1 Completed his tenure as a PID and Chairperson of the Board w.e.f. closure of working hours on January 16, 2024.

2 Appointed as a PID w.e.f., November 29, 2023.

3 Completed his tenure as a PID w.e.f. closure of working hours on March 15, 2024.

4 Appointed as a PID w.e.f., February 7, 2024

5 Ceased to be a NID Director on February 13, 2024.

6 Appointed as a NID w.e.f., February 13, 2024.

7 Total remuneration considered stated above is excluding 50% of variable pay to be paid on deferred basis after 3 years.

B. DETAILS OF PERCENTAGE INCREASE IN THE REMUNERATION OF EACH DIRECTOR, CHIEF FINANCIAL OFFICER, AND COMPANY SECRETARY DURING THE FINANCIAL YEAR 2023-24 ARE AS FOLLOWS: Remuneration paid to Managing Director and Chief Executive Officer:

Name	% increase / (decrease) in remuneration in the Financial Year
Shri Sundararaman Ramamurthy*	413%

* percentage increase in remuneration is calculated on the basis of his joining on January 4, 2023.

Remuneration paid to Non-Executive Independent Directors:

Name of Director	% increase/(decrease) in remuneration in the Financial Year
Shri S. S. Mundra1	(36%)
Shri Pramod Agrawal2	NA
Shri Umakant Jayaram	(29%)
Shri David Wright3	(41%)
Sushri Jayshree Vyas	(38%)
Prof. Subhasis Chaudhuri	(9%)
Justice Shiavax Jal Vazifdar	6%
Dr. Padmini Srinivasan	NA
Shri Nandkumar Saravade4	NA

1 Completed his tenure as a PID and Chairperson of the Board w.e.f. closure of working hours on January 16, 2024.

2 Appointed as a PID w.e.f., November 29, 2023.

3 Completed his tenure as a PID w.e.f. closure of working hours on March 15, 2024.

4 Appointed as a PID w.e.f., February 7, 2024

Remuneration paid to Non-Executive Non-Independent Director:

Name of Director	% increase/(decrease) in remuneration in the Financial Year
Shri T. C. Suseel Kumar1	(22%)
Shri Jagannath Mukkavilli2	NA

1 Ceased to be a NID on February 13, 2024.

2 Appointed as a NID w.e.f., February 13, 2024.

Remuneration paid to Key Managerial Personnel (KMP):

Name	Designation	% increase in remuneration in the Financial Year1
Shri Nayan Mehta2	Chief Financial Officer	(3%)
Shri Deepak Goel3	Chief Financial Officer	NA
Shri Vishal Bhat	Company Secretary and Compliance Officer	65%

1 Wherever applicable, total Remuneration stated above is excluding 50% of Variable Pay to be paid on deferred basis after 3 years and including variable pay of prior year’s which has been paid during the financial year 2023-24 as per Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018.

2 Ceased to be the Chief Financial Officer w.e.f., September 10, 2023

3 Appointed as the Chief Financial Officer w.e.f., September 11, 2023

C. PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL YEAR 2023-24: 47% D. NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY AS ON MARCH 31, 2024: 518

E. AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN THE MANAGERIAL REMUNERATION:

The average percentile increase in the salaries of employees other than the managerial personnel in the last Financial Year is 24%. The average percentile increase in the salaries of managerial personnel is 413%.

F. IT IS HEREBY AFFIRMED THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY

INFORMATION REQUIRED UNDER REGULATION 27(5) & (6) OF THE SECURITIES CONTRACTS (REGULATION) (STOCK EXCHANGES AND CLEARING CORPORATIONS) REGULATIONS, 2018, FOR THE PERIOD FROM APRIL 1, 2023, TO MARCH 31, 2024:

Sr. No.	Name of Key Management Personnel	Designation	Compensation* (Amount in )	Ratio of the Compensation of Key Management Personnel to median Compensation
1.	Shri Sundararaman Ramamurthy	Managing Director and Chief Executive Officer	5,40,78,629	48.39
2.	Shri Neeraj Kulshrestha1	Chief Regulatory Officer	1,53,30,521	13.72
3.	Sushri Kamala K.2	Chief Regulatory Officer	1,54,56,935	13.83
4.	Shri Sameer Patil	Chief Business Officer	1,67,87,864	15.02
5.	Shri Sunil Ramrakhiani3	Chief Business Officer (Equity)	85,81,529	7.68
6.	Shri Nayan Mehta4	Chief Financial Officer	2,15,58,725	19.29
7.	Shri Deepak Goel5	Chief Financial Officer	73,54,579	6.58
8.	Shri Girish Joshi	Chief Listing & Trading Development	1,33,16,598	11.92
9.	Shri Kersi Tavadia6	Chief Information Officer	1,64,50,475	14.72
10.	Shri Subhash Kelkar7	Chief Information Officer	1,47,08,285	13.16
11.	Shri Khushro Bulsara8	Chief Risk Officer and Head - Investor Protection Fund	77,38,368	6.92
12.	Shri Shivkumar Pandey9	Chief Information Security Officer	1,06,95,860	9.57

Sr. No.	Name of Key Management Personnel	Designation	Compensation* (Amount in )	Ratio of the Compensation of Key Management Personnel to median Compensation
13.	Shri Balaji Venketeshwar10	Chief Information Security Officer	55,41,130	4.96
14.	Shri Ketan Jantre	Head Trading Operations	89,03,884	7.97
15.	Smt. Ritu Kundu	Head – Human Resources	74,93,075	6.71
16.	Shri Vishal Bhat	Company Secretary and Compliance Officer	26,30,025	2.35
17.	Shri Shailesh Jain11	Head - Legal	58,54,108	5.24
18.	Shri Gopalkrishnan Iyer$	Chief General Manager Listing Compliance	1,23,86,770	4.51
19.	Sushri Usha Sharma$	General Manager - Inspection / Investor	91,06,735	3.32
		Services / Regulatory Office
20.	Shri Rajendra Sharma$	General Manager - BDM / BDM FIG / BDM Retail / BDM Analytics	83,15,493	3.03
21.	Shri Vivek Garg$	Senior General Manager	85,91,562	3.13
22.	Shri Ajay Thakur$	General Manager	1,01,14,803	3.68
23.	Shri Bhushan Mokashi$	General Manager	81,88,091	2.98
24.	Shri Shankar Jadhav$	General Manager	1,03,90,556	3.79
25.	Shri Mahendra Tawde$	Senior General Manager	95,11,387	3.46
26.	Shri Jayesh Shah$	General Manager	44,81,552	1.63
27.	Shri Vijukumar Pillai$	Senior General Manager	81,49,578	2.97
28.	Shri Rahul Sharma$	Senior General Manager	92,42,142	3.37
29.	Shri Dev Bhul$	Senior Manager	26,03,438	0.95
30.	Shri Devendra Kulkarni$	Additional General Manager	52,49,015	1.91
31.	Shri Sachin Unkule$	Senior General Manager	48,68,443	1.77
32.	Shri Purushottam Saraf$	General Manager	78,32,095	2.85
33.	Smt. Varsha Mukadam$	Assistant General Manager	37,58,326	1.37
34.	Shri Kamlesh Balulal Jagetiya$	General Manager	52,21,613	0.63
35.	Shri Avinash Shankar Kharkar$	Senior General Manager	64,58,534	1.56

* Wherever applicable total Remuneration stated above is excluding 50% of Variable Pay to be paid on deferred basis after 3 years and including variable pay of prior year’s which has been paid during the financial year 2023-24 as per Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018.

$ Ceased to be Key Management Personnel of the Company pursuant to amendment to Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 w.e.f. August 28, 2023.

1 Ceased to be the Chief Regulatory Officer w.e.f., June 30, 2023

2 Ceased to be the Chief Risk Officer w.e.f., June 30, 2023, and Re-designated as the Chief Regulatory Officer w.e.f., July 1, 2023

3 Appointed as the Chief Business Officer (Equity) w.e.f., May 29, 2023

4 Ceased to be the Chief Financial Officer and re-designated as the Chief – Special Projects w.e.f., September 11, 2023. Ceased to be the Chief – Special Projects w.e.f., October 12, 2023

5 Appointed as the Chief Financial Officer w.e.f., September 11, 2023

6 Ceased to be the Chief Information Officer w.e.f., June 30, 2023

7 Re-designated as the Chief Information Officer w.e.f., July 1, 2023

8 Additionally appointed as the Chief Risk Officer w.e.f., July 1, 2023

9 Ceased to be the Chief Information Security Officer w.e.f., December 4, 2023

10 Appointed as the Chief Information Security Officer w.e.f., November 1, 2023. Ceased to be the Chief Information Security Officer w.e.f., March 6, 2024

11 Appointed as Head – Legal w.e.f., August 28, 2023.

INFORMATION REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR THE PERIOD FROM APRIL 1, 2023, TO MARCH 31, 2024:

Sr. No.	Name	Age (Yrs.)	Date of Joining	Total Remuneration in *	Designation / Nature of Duties	Educational Qualifications	Experience in years	Previous Employment
1.	Shri Sundararaman Ramamurthy	61	04-Jan-2023	5,40,78,629	Managing Director & CEO	BSc, CAIIB, ICWAI, Financial Risk Manager, Six Sigma Certification	39+	Bank of America
2.	Sushri Kamala K.1	58	23-Jan-2023	1,54,56,935	Chief Regulatory Officer	B.Com, CA	40+	Edelweiss Financial Services Limited
3.	Shri Sameer Patil	50	07-Jul-2015	1,67,87,864	Chief Business Officer	BSc, PGDIM, PGDMM	26+	Satyug Gold Private Limited
4.	Shri Girish Joshi	55	6-Aug-2010	1,33,16,598	Chief Listing & Trading Development	B.Com, ICWA, CA, Inter CS	30+	ICICI Bank
5.	Shri Subhash Kelkar2	56	10-Apr-2023	1,47,08,285	Chief Information Officer	BE (Mechanical), PGDST, Executive Management Development Program	30+	ICICI Securities
6.	Shri Gopalkrishnan Iyer	57	01-Jan-1998	1,23,86,770	Vice President - Listing Compliance	B.Com, CA, CFA	32+	Canbank Financial Services Limited

1 Re-designated as the Chief Regulatory Officer w.e.f., July 1, 2023

2 Re-designated as the Chief Information Officer w.e.f., July 1, 2023

* Wherever applicable, total Remuneration stated above is excluding 50% of Variable Pay to be paid on deferred basis after 3 years and including variable pay of prior year’s which has been paid during the financial year 2023-24 as per Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018.

Note:

- Employees mentioned above are neither relatives of any directors of the Company, nor hold 2% or more of the paid-up equity share capital of the Company as per Clause (iii) of sub-rule (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

- The Company does not have any Employees Stock Option Plan (ESOP) Scheme for its employees.

- The aforementioned Employees are/were in full time employment with the Company.

For and on behalf of Board of Directors

Pramod Agrawal

Chairman

Date: May 8, 2024

Place: Mumbai