bse ltd Directors report

The Board of Directors ("Board") present the 18^th Annual Report of BSE Limited ("the Company" or "BSE" or "Exchange") together with audited financial statements for the Financial Year ended March 31, 2023.

1. STATE OF COMPANYS AFFAIRS

A. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance for Financial Year ("FY") 2022-23 is summarised in the following table:

( in Lakh)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total revenue	74,239	72,402	95,394	86,353
Total expenses	50,479	46,292	70,591	60,045
Profit before tax and share of profits of associates	23,760	26,110	24,803	26,308
Share of profits of associates	-	-	4,923	6,418
Profit before tax	23,760	26,110	29,726	32,726
Tax expenses	7,069	6,598	9,161	8,233
Net profit for the year	16,691	19,512	20,565	24,493
Net profit attributable to the Shareholders of the Company	16,691	19,512	22,067	25,433
Net profit attributable to the non-controlling interest	-	-	(1,502)	(940)
Other comprehensive income	44	107	1,994	639
Total comprehensive income for the year	16,735	19,619	22,559	25,132
Total comprehensive income attributable to the Shareholders of the Company	16,735	19,619	23,294	25,895
Total comprehensive income attributable to the non-controlling interest	-	-	(735)	(763)
Basic and diluted EPS (	12.15	14.20	16.06	18.51

I. Consolidated Results

The total income of the Company during FY 2022-23 on a consolidated basis was 95,394 Lakh reflecting an increase of 9,041 Lakh (up by 10%) over previous FY. However, the total expenses for the year were higher by 10,546 Lakh (up by 18 %) at 70,591 Lakh.

During the FY, the income was higher mainly due to increase in income from securities services (up by 12%); income from corporate services (up by 1%); data dissemination (up by 8%); income from training institute (up by 39%); income from sale of software licenses, development, customisation & maintenance of software (up by 74%); investments income (up by 12%) and other income (up by 27%). Increase in expenses are mainly due to increase in employee benefits expense (up by 2%); computer technology related expenses (up by 28%); administration and other expenses (up by 25%); depreciation (up by 25%); finance cost (up by 24%) and liquidity enhancement scheme expenses (up by 4%).

The net profit after tax was lower by 3,928 Lakh (down by 16%) to 20,565 Lakh as against 24,493 Lakh in the previous FY.

II. Standalone results

The total income of the Company during the FY 2022-23 on a standalone basis was 74,239 Lakh reflecting an increase of 1,837 Lakh (up by 3%) over previous FY. However, the total expenses for the year were higher by 4,187 Lakh (up by 9 %) at 50,479 Lakh.

During the FY, the income was higher mainly due to increase in income from Investments (up by 20%), other income (up by 28%), income from corporate services (up by 2%) and data dissemination (up by 8%). Increase in expenses are mainly due to Increase in computer technology expenses (up by 20%); administration and other expenses (up by 7%); liquidity enhancement scheme (up by 5%); depreciation and amortisation expenses (up by 18%) and tax expenses (up by 7%).

The net profit after tax was lower by 2,821 Lakh (down by 14%) to 16,691 Lakh as against 19,512 Lakh in the previous FY.

B. DIVIDEND

The Board of the Company, in its meeting held on May 11, 2023, has recommended a final dividend of 12/- per equity share of the face value of 2/- each fully paid up for the financial year ended March 31, 2023, 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 2022-23, if approved, would result in a cash outflow of approximately 16,490 Lakh, resulting in a pay out of 98.8% of the standalone profits of the Company.

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 18^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, 2023. 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 2022-23 pursuant to provisions of Companies Act, 2013.

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 Companys leadership team, including the Managing Director and Chief Executive Officer (MD & CEO), Chief Financial Officer, and Chief Business Officer, spent significant time to interact with investors to communicate the strategic direction of the business in a number of investors meets organized by reputed Global and Domestic Broking Houses, during the previous financial year. All the four quarterly earnings calls conducted during the year were also well attended by investors and analysts. No unpublished price sensitive information is discussed in these meetings. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Companys website.

2. MAJOR EVENTS OCCURRED DURING THE YEAR

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

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

B. CHANGE IN NATURE OF BUSINESS

During the FY 2022-23, 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 Year following orders were passed

i. SEBI had passed an Order dated April 12, 2022, against BSE imposing a penalty of 3 crores in the matter of supervision and inspection of Karvy Stock Broking Ltd. BSE had filed an appeal before Honble Securities Appellate Tribunal challenging the SEBIs Order. The Honble Securities Appellate Tribunal has stayed the said Order vide its Order dated November 14, 2022, and the appeal is pending.

ii. SEBI had passed an Order dated July 29, 2022, against BSE imposing a penalty of 3 lakhs for alleged violation of Regulation 38 (2) of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018. BSE had challenged the said Order before Honble Securities Appellate Tribunal by filing an appeal. The Honble Securities Appellate Tribunal, vide its Order dated January 30, 2023, has stayed the said SEBI Order and the appeal is pending.

3. SHARE CAPITAL

Pursuant to clause 5 of BSE (Corporatisation and Demutualisation) Scheme, 2005 ("BSE Demutualisation Scheme") approved by Securities Exchange Board of India ("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, 2023, 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 Allotment of shares held in Abeyance:

During the FY 2022-2023, the Company allotted 1,95,000 equity shares of face value of 2/- per share, along with the corporate benefits to one of the abeyance case whose entitlement to shares was kept in abeyance pursuant to BSE Demutualisation Scheme, to the bank account(s) of BSE.

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

Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("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. Type of No. Dividend	Dividend per share	Date of Declaration	Date of Transfer	Amount Transferred
1. Final Dividend for FY 2014-15	5/-	September 25, 2015	November 14, 2022	5,09,535/-
2. Interim Dividend for FY 2015-16	3.50/-	February 03, 2016	March 31, 2023	4,49,292/-

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, 336 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 October 27, 2022, were transferred during the FY 2022-23 to the IEPF Authority after following the prescribed procedure.

Further, 933 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 7, 2023, were transferred to IEPF Authority within prescribed timelines, after following the prescribed procedure.

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 IEPF Authority in accordance with provisions of the Act and IEPF Rules made thereunder. Members who have not encashed any of their dividends, which have not been transferred to IEPF Authority, are advised to claim their dividends.

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

DETAILS OF NODAL OFFICER

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

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

Sr. Dividend No.	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

Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account upto March 31, 2023, and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer

Sr .. Date of declaration of Dividend No.	Number of Shareholders against whom Dividend amount is unpaid	Number of A shares against whom Dividend amount is unpaid	mount Unpaid as on March 31, 2023 (?)	Due date of transfer of Unpaid and Unclaimed Dividend to IEPF
1 11th Final Dividend (FY 2015-16) AGM held on June 24, 2016	295	1,09,141	4,36,564.00*	July 24, 2023
2 Interim Dividend (FY 2016-17) Board Meeting held on February 14, 2017	2,140	81,767	4,08,835.00	March 16, 2024
3 12th Final Dividend (FY 2016-17) AGM held on September 4, 2017	2,233	80,899	18,60,677.00	October 5, 2024
4 Interim Dividend (FY 2017-18) Board Meeting held on February 2, 2018	3,119	1,86,866	9,34,330.00	March 6, 2025
5 13th Final Dividend (FY 2017-18) AGM held on August 2, 2018	2,208	84,727	26,26,537.00	September 3, 2025
6 Interim Dividend (FY 2018-19) Board Meeting held on November 30, 2018	2,587	1,03,350	5,16,750.00	December 30, 2025
7 14th Final Dividend (FY 2018-19) AGM held on July 15, 2019	1,900	71,083	17,77,075.00	August 18, 2026
8 15th Final Dividend (FY 2019-20) AGM held on July 30, 2020	2,061	99,208	15,38,422.00	August 30, 2027
9 16th Final Dividend (FY 2020-21) AGM held on August 24, 2021	2,244	1,44,033	27,42,925.00	September 23, 2028
10 17th Final Dividend (FY 2021-22) AGM held on July 14, 2022	2,886	2,10,957	27,05,706.50	August 16, 2029

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

5. MANAGEMENT

A. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The current strength of Board of the Company is nine. Being a Stock Exchange, the Board comprises of seven Public Interest Directors ("PIDs"), one Shareholder Director/Non-Independent Director and one Managing Director (considered as the Shareholder Director/ Non-Independent Director).

CHANGES DURING THE YEAR APPOINTMENT/RE-APPOINTMENT

Based on internal and external performance evaluation, recommendation of Nomination and Remuneration Committee ("NRC") and Board of Directors of the Company, SEBI had approved re-appointment of Sushri Jayshree Vyas for second term w.e.f. April 25, 2022, as PID of the Company.

Shri T. C. Suseel Kumar, Shareholder Director/ Non-Independent Director was liable to retire by rotation and being eligible, was re-appointed at the 17^th Annual General Meeting ("AGM") held on July 14, 2022, and the same was approved by SEBI. Shri T. C. Suseel Kumar, liable to retire by rotation, has offered himself for re-appointment at the 18^th AGM.

Based on the recommendation of NRC, Board of Directors and approval of SEBI, Prof. Subhasis Chaudhuri and Justice Shiavax Jal Vazifdar were appointed as PIDs for a period of three years w.e.f. May 19, 2022, and Dr. Padmini Srinivasan as PID for a period of three years w.e.f. February 14, 2023.

SEBI approved the appointment of Shri Sundararaman Ramamurthy as Managing Director and CEO (MD & CEO) of the Company on November 28, 2022. NRC and Board of Directors approved his appointment along with other terms and conditions including remuneration, with effect from his joining the office for a period of 5 years or till he attains the age of 65, whichever is earlier. Shri Sundararaman Ramamurthy assumed the office as MD & CEO of the Company w.e.f., January 4, 2023. Subsequently, Shareholders ratified his appointment along with other terms and conditions including remuneration through Postal Ballot on January 16, 2023.

Cessation/Resignation

Justice Vikramajit Sen, PID & Chairman; and Shri Sumit Bose, PID completed their second term w.e.f. the closure of working hours of May 18, 2022.

Shri Ashishkumar Chauhan, resigned as Managing Director and CEO w.e.f. the closure of working hours of July 25, 2022.

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 2022-23, 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, 2022, August 2, 2022, November 7, 2022, and February 7, 2023.

E. BOARD COMMITTEES

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

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 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 AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act, Listing Regulations, SECC Regulations read with SEBI guidance note dated January 5, 2017, and SEBI circular dated February 5, 2019 on performance review of Public Interest Directors, 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, 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 2023. 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, 2023, 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 31,2023 and of the profit of the Company for the financial year ended March 31,2023;

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 Companys 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, 2023, 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 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

Annual Return in Form MGT - 7 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 of the Company are provided in notes to financial statements.

BSE Sammaan CSR Limited, wholly owned Subsidiary of the Company was liquidated w.e.f November 22, 2022.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys 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 www.bseindia.com/static/investor relations/annualreport.html.

7. PUBLIC DEPOSITS

The Company has not accepted any public deposits during the financial year ended March 31, 2023, 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 AUDITORS REPORT

M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), Mumbai, were re-appointed as Statutory Auditor of the Company for a term of five years till conclusion of 22^nd Twenty Second AGM.

Statutory Auditors Report

The Statutory Auditors report dated May 11, 2023, on the financial statements of the Company for FY 2022-23 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 AUDITORS REPORT

The Board appointed M/s Dhrumil M. Shah & Co., LLP, Practicing Company Secretaries (CP No.: 8978/ FCS No.: 8021) to conduct Secretarial Audit of the Company for FY 2022-23.

The Secretarial Auditors report for the year ended March 31, 2023, as provided by M/s Dhrumil M. Shah & Co., Practicing Company Secretaries is enclosed as Annexure B.

The Secretarial Auditors report does not contain any qualifications, reservations or adverse remarks.

C. INTERNAL AUDITOR

Internal Audit for the year ended March 31, 2023, was conducted by M/s S. Panse & Co. LLP 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.

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 2022-2023.

B. TECHNOLOGY ABSORPTION

BSE has emerged as a cornerstone of Indias 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 BSEs growth and resilience.

I. Advanced Trading Infrastructure:

BSEs 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.

BSE further enhanced Business Continuity posture by creating a Near Disaster Recovery Site and implemented zero data loss architecture.

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. BSEs 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), the regulator suggested to build temporary portability of Risk management system. In case of a software failure and in case when the backup plan of switching to Disaster Recovery (DR) site is also not working, this temporary portability will help. This model of portability of risk management system is denoted as SaaS, whereby software as a service and redundancy is provided to one CC by the other BSE has provided a SaaS setup to the other CC where BSE has provided its software (Risk Management) on the hardware and data centre provided by the other CC.

III. Agility in DR operations

When it comes to BCP/DR the Companys regulator had been very proactive in setting improved guidelines on a regular basis. This year the regulator had established a series of joint exercise between all Mils where multiple coordinated intraday switchovers were performed.

The purpose of these coordinated exercise was to prepare all Mils as well as market participants to be agile in its operations in case a DR switchover was triggered by any Mil 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.

IV. Technology upgrades in StarMF platform

The Company had been continuously in the process of technically and functionally upgrading its products. This year the Companys mutual fund platform StarMF has undergone major updates to keep up its competitive edge in the market.

The Company has updated its database to its latest version and in the process has enhanced its high availability. Business logic-based alerts have been incorporated and a dedicated team is now monitoring these alerts. These alerts can help identify if there is any delay or fundamental issues in the path of a successful execution of a transaction. This helps the Company take pro-active steps to rectify the issue before it impacts the market.

The Company has moved its mobility app technology from Native to Flutter. This will bring efficiency, consistency and improve time to market. The Company has also provided bank integrations, new APIs and other functionalities to its members.

C. CYBER SECURITY TECHNOLOGY ABSORPTION AND CERTIFICATION

Information and Cyber Security threats are ever growing, and new threat vectors are ever evolving. To ensure BSEs information assets are resilient to such information and cyber security threats, The 24X7 Next Generation Information and Cyber Security Operation Centre (SOC) has undergone a technology refresh and following major technologies were implemented.

I. Technology for Governance, Risk and Compliance (GRC)

GRC technology will enable the seamless and systematic tracking and reporting of internal audits, risks and regulatory compliances.

II. Secure Access Service Edge (SASE)

Conventional security measures presumed that applications and users would be inside the network perimeter, which is no longer true, as with the adoption of cloud-based solutions such as Office 365. The corporate data is moving to the cloud, employees are working remotely and from sustenance, cost, and management point of view the cloud is becoming more suitable for business opportunities. Due to this, the traditional network perimeter is dissolving and new models for access control, data protection, and threat protection has become necessary. To meet this, SASE framework-based technology helps us to unify networking and security services to protect users, applications, and data wherever it moves.

III. SOAR (Security Orchestration, Automation and Response)

It is used to step-up the companys Cyber security operation centres response capability by enabling orchestration and automation by combining SIEM and other technologies. It helps to reduce the turnaround time on security alerts and enables cyber security analysts to act on alerts quickly through defined cyber security alert playbooks.

IV. 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 is already conducting periodic cybersecurity training and assessment exercises for employees. 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.

V. Key Management Solution using HSM based security

Company ensured that its database systems are secured and encrypted. To ensure the encryption keys are maintained and rotated periodically, the company has deployed Key Management solution with HSM module to securely store the master keys and rotate the keys.

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

To ensure continues digital risk assessment and mitigation of possible threats to the company, 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 companys information assets and to avoid the misuse of companys digital assets and brand name. Surface and Dark web monitoring to identify possible and related cyber threats or exposures being planned or surfaced for the company.

VII. Certification

The Company has successfully cleared the Information Security Management System ISO 27001:2013 and Business Continuity Management System ISO 22301:2012 certifications and surveillance audits for year 2022 - 23.

Awards & Recognition:

The continuous efforts to remain abreast of technology advancements, its adoption and implementation has been recognised by the industry and different forums. These recognitions were felicitated with the below mentioned prestigious awards during the year.

• Excellence in DATA ANALYTICS & INSIGHTS by The Centre for Digital Transformation (CDT) (December 13, 2022)

• CEOs Choice Award, SKOCH Group (December 19, 2022)

• ‘India Risk Management Awards Season 9 in the specialized category of ‘Cyber Security Risk Management by CNBC-TV18 and ICICI Lombard

• ‘Enterprise Security in the ‘5^th Edition of BFSI Technology Conclave & Awards by The Indian Express Group

• DSCI Excellence awards 2022-Best Security Practices in Critical Information Infrastructure

Conclusion:

BSEs relentless pursuit of technological innovation has enabled it to navigate challenges, drive growth, and provide a resilient marketplace for investors. By leveraging advanced trading infrastructure, implementing cutting-edge trading platforms, strengthening risk management, efficient disaster recovery and prioritizing cybersecurity, BSE has consistently raised the bar for market excellence. As the financial landscape continues to evolve, BSE remains committed to harnessing technologys transformative power to drive sustainable growth and foster investor confidence in the Indian capital markets.

1. DISCLOSURES

i. The efforts made towards technology absorption:

The Company continued with passion looking for path-breaking technologies & adopt them. The year has been challenging and appealing for the Companys technology team to continue its journey in exploring and implementation of newer technologies, however, the Companys technology team was successful in implementing them as planned.

The Company has taken the lead for implementation of;

• Upgradation and enhancements in infrastructure

• Implementation of newer technologies

• 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 reasserts that it is the fastest Exchange of the World. All departments within the Company are equipped with tech-enabled solutions and applications to deliver best of the services to all its customers.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

The IT strategy and approach adopted by the Company has ensured uninterrupted services and trading facility. The Company thrives to remain competitive and has provided best in class products and services to all its market participants. The market participants are the beneficiaries of technology upgrade and newer rollouts made by the Company during the year. The Companys technology offerings are built as a service model, thereby reducing the cost for its market participants.

iii. 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

iv. 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: 3,793 Lakh (Previous Year: 3,110 Lakh)

KEY COMPONENTS OF BSES RISK MANAGEMENT FRAMEWORK

Foreign Exchange Outgo: 297 Lakh (Previous Year: 163 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.

BSEs 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. Every quarter, a detailed update on ERM is presented and deliberated upon in the meetings of the RMC of the Board.

OVERVIEW

Risk Management is an enterprise-wide function at BSE which covers major business and functional objectives including Strategy, Operations, Technology and Compliance. The ERM of BSE stipulates the risk management framework of the company and 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 Key Roles and responsibility regarding risk management in the Company are summarized as follows:

Level	Key roles and responsibility
Risk Management Committee	S Comprises of six Directors and one Independent External Expert :
	• Shri David Wright, Chairman
	• Shri S. S. Mundra - Member
	• Shri Umakant Jayaram - Member
	• Sushri Jayshree Vyas - Member
	• Justice Shiavax Jal Vazifdar - Member
	• Prof. Subhasis Chaudhuri - Member
	• Shri Ramabhadran S. Thirumalai - Independent External Expert
	S To formulate a detailed risk management policy.
	S To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.
	S To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems.
	S To periodically review the risk management policy.
	S To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken.
	S To review the Annual plan for Risk Management Presentations by various departments.
	S To review the action taken report of Risk Management committee meetings.
Role of Risk and Control Owners	s Risk and Control Owners monitor their areas for new risks/events or assess changes in risk exposure.
	S Implementing prescribed risk mitigation actions and Risk Management measures.
	S Reviewing the effectiveness of Risk Management Process.
Chief Risk Officer	S Be part of the ERM Framework design process to have understanding of the framework from its inception.
	S Assess the risk framework i.e., operationalized in terms of its effectiveness and the method of risk updation and testing.
	S Ensure any key risk with immediate impact or developing risk situation is escalated to right authority without delay and mitigation plan is put in place.
	S Ensure all key risks are reported to Risk Committee to ensure full disclosure.
	S Identifying and putting emphasis on the potential impact of weaknesses in the risk management system.

RISK CATEGORIES

The Companys risk management framework is broadly categorized as risk vectors pertaining to (a) Business, (b) Technology & Cyber Security, (c) People (d) Regulatory and Compliance, (e) Reputation, (f) Fraud, (g) Operations, (h) Finance (i) Physical and Infrastructure and (j) Environmental Social and Governance (ESG).

RISK MANAGEMENT PROCEDURE Risk Identification

The risk identification 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 Executive Officer, Chief Financial Officer, Chief of Business Operations, Chief Information Officer, and Chief Regulatory Officer.

Risk Management Framework for the year

During the year, as a part of monitoring the key risks, the risk management function:

a) Reviewed Technology, Information security risks including cyberattacks and threat intelligence and continue to monitor the progress of mitigation actions, Update on vulnerabilities assessment penetrations testing etc. In addition to this, mitigation plan is executed for data access, its preservation and monitoring measures for internal users is implemented.

b) Reviewed the Environmental, Social and Governance related initiatives and the roadmap for BSEs ESG framework.

c) Reviewed people related risk areas like medical insurance coverage, tracking of employee health report related to COVID - 19 and vaccination status, review of attrition count, vacant positions, and analysis of exit interviews of the junior management, comparison with peers and steps to make BSE as a preferred employer.

d) Reviewed the operational and compliance related risk areas like adequacy of Insurance coverage, fund shortage, margin adequacy, settlement delays and member defaults, effectiveness of collateral application, review of listed companies related litigation matters etc.

e) Reviewed key operational risks and actions based on inputs from internal risk register, external assessment, internal audit findings and incidents.

f) Monitoring by regulatory department, the key developments in the regulatory environment.

Due to the inherent risks in the Companys business activities, it is vital that BSE keeps improving risk management practices to strengthen the organisation through informed strategic and business decisions.

BSEs 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. COMPANYS POLICIES

A. POLICY ON NOMINATION AND REMUNERATION

The Companys 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:

(1) Selection and nomination of Directors to the Board of the Company;

(2) Appointment of the Senior Management Personnel of the Company; and

(3) Remuneration of Directors, Key Managerial Personnel 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 CSR 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 Company primarily works through BSE CSR Integrated Foundation towards supporting the projects in the areas of health, sanitation, technology incubators, eradicating hunger & poverty and various sectors covered under Schedule VII of the Act.

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 formulated 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 access to the Managing Director & CEO and 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/Whistle Blower policy.pdf

D. POLICY ON RELATED PARTY TRANSACTIONS

All Related Party Transactions ("RPT") that were entered during the financial year were on arms 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 were no materially significant RPTs 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 related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 202223 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 formulated and adopted a policy for determining Material Subsidiaries.

For FY 2022-23, 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 SEBI (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 a workshop on POSH which was attended by all the employees. During the financial year ended March 31,2023, no complaints pertaining to sexual harassment have been 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 Companys regulatory division comprised of departments, handling various critical aspects of regulatory compliances, as under:

A. Listing Compliance

B. Member Compliance

C. Surveillance

D. Inspection

E. Investor Services

F. Financial Surveillance

G. Legal Regulatory

H. Regulatory Correspondence

I. Compliance monitoring and corporate relations

There are 155 resources in these functions at various designations. Each such function is reported to the Chief Regulatory Officer, who in turn reports to the Managing Director & 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 financial year ending on March 31,2023, BSE incurred direct and indirect expenses amounting to 2,176.01 Lakh as per activity-based accounting methodology towards strengthening regulatory functions and towards ensuring compliance with regulatory requirements.

15. COMMUNICATIONS

As the metaphoric voice of BSE, communication assumes a pivotal role in delivering precise and timely information to all stakeholders. Through an extensive range of communication channels, we have effectively disseminated comprehensive updates on newly introduced product offerings, services, regulatory developments, and investor education. Our collaborative approach with prominent industry bodies and trade associations has facilitated joint programs, fostering a business environment that benefits all participants. BSE has also established itself as a significant hub, hosting numerous international and Indian dignitaries, trade associations, and student organizations. These interactions further solidify our position as a trusted and influential institution within the financial landscape. Noteworthy recent events encompassed the visit of His Excellency Ibrahim Mohamed Solih, President of Maldives; the Women Directors Conclave graced by Smt. Nirmala Sitharaman, Honble Union Minister of Finance & Corporate Affairs; and the launch of ‘Finempower - a financial literacy program conducted jointly with UN Women.

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 31,2023, 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 Programmes ("IAPs") throughout the country. IPF was instrumental in Conducting 12,398 IAPs during FY 2022-23. Out of this, 4926 IAPs were conducted through the IPF while 7472 IAPs were conducted through the Investors Services Fund ("ISF"). During the year, IPF conducted 190 Regional Investor Seminars jointly with SEBI across different parts of the country. IPF also periodically publishes TV, print, digital and online advertisements regarding Dos and Donts for investors, in order to educate them and enable them to safeguard their interests. During the year, several educational and other capital market awareness events were sponsored by IPF to raise awareness about corporate best practices. During the year,

IPF has managed 27 Investor Service Centres across India covering all the major state capitals, including Mumbai.

MAJOR INITIATIVES:

World Investor Week (WIW) 2022:

BSE IPF celebrated the globally popular event for investors called World Investor Week (WIW 2022) under the aegis of SEBI and International Organisation of Securities Commissions (IOSCO), from October 10-16, 2022.

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 celebrations, a Bell Ringing Ceremony was held on October 10, 2022, in BSEs International Convention Hall with Shri G P Garg, Executive Director, SEBI, as the Chief Guest, Shri Neeraj Kulshrestha, Chief Regulatory Officer, BSE along with Shri Bhavesh Vora, IPF Trustee and several senior dignitaries from SEBI and leading investor associations.

During the said Bell Ringing Ceremony, following key activities were undertaken by BSE IPF to celebrate WIW 2022 were launched: .

1. Launch of Financial Housie game called "FINHOUSIE".

It was an interesting fun and learn activity which was conducted during WIW.

It was a learning and gamification tool used for investor education and awareness which help the participants to test their knowledge about securities market in a fun and engaging way.

2. Investors Awareness Programs (IAPs):

To spread the knowledge and education about investing in securities market by observing the qualities of a prudent investor, BSE IPF an aggregate of 1168 IAPs during the WIW 2022, including 8 IAPs conducted jointly with SEBI and CDSL, 22 IAPs in partnership with CDSL and balance 1138 conducted by various resource persons affiliated with BSE IPF/ISF. The total number of investors which were reached out through these programs was 67,424.

3. Quiz Programs:

A series of Quiz programs were held on each day of the WIW 2022, as under:

i. For first 5 days an Online Nationwide Investor Quiz on capital markets was conducted free of cost wherein 3219 contestants participated. A Referral Guidebook was provided to all the registered participants to educate them on the various aspects of the securities market and help them prepare for the Quiz. The Quiz was conducted every day from 3:00 pm to 6:00 pm. Top 10 winners were selected for each day and were awarded with gift vouchers. Further, the top two winners from all the 5 days were awarded with a special Certificate and a gift voucher.

ii. Special Quiz program on Commodity Derivatives Segment:

To spread awareness about Commodity Derivatives as advised by SEBI, a Quiz program was conducted exclusively on questions based on the Commodity Derivatives Segment. In view of the same, a set of Multiple-Choice Questions shared by SEBI were sent to all the registered participants, wherein 2039 contestants participated in the quiz. Top 10 winners were awarded with gift vouchers.

iii. National level Quiz for students of Institute of Company Secretaries of India (ICSI)

Considering the importance of governance and enhancement of knowledge pertaining to governance framework applicable to listed entities, a nationwide Quiz was conducted for the students of ICSI, in collaboration with ICSI, wherein 2146 students registered and 943 participated. Top 10 winners were awarded gift voucher.

4. Social media campaign

BSE IPF has created 12 videos on investors awareness covering messages on 12 different topics in the interest of general investors in the capital market with one video being posted on all social media handles of BSE i.e., Facebook, LinkedIn, Twitter and Instagram during WIW. Further, each month, one new video is emailed to all newly joined investors in securities market in last one year (approx. over 4.5 crore), till WIW 2023.

5. Street plays

BSE IPF arranged Street Plays, performed by professionals at prominent busy locations in Mumbai, spreading awareness messages about various financial frauds. Total 16 street plays were performed during WIW as follows. These street plays received overwhelming response and appreciation from the people at every public location.

6. Special program for Women

In association with one of the resource persons carried out a series of talk shows on 6 days of week during WIW i.e. from October 10 - October 15, 2022, which was live on YouTube. Each show was of half an hour duration wherein prominent women financial experts discussed on one topic related to investment and financial wellbeing, on each day.

7. National Level Ad-Mad competition titled "Invest Wise Contest"

This was a national level initiative taken by BSE IPF where participants pan India were required to make their own videos based on the basic dos and donts of investment and send at the designated email id. The videos in English/Hindi could use animation, storytelling, skit, etc. to showcase their talent.

The competition received an overwhelming response from the participants from across the country demonstrating a high level of creativity in spreading the messages very effectively. In all 8172 videos were received from which the 10 best videos were selected and awarded cash prizes in the form of Gift vouchers and winners certificates.

8. BSE building illumination and display of WIW banner on building.

Finally, we carried forward the unique initiative of last year of lighting up the face of the iconic BSE Building for all the days of WIW 2022 and also displaying the BSE, SEBI and WIW logo on top of the BSE building. Few important investor friendly messages were placed on the running ticker outside BSEs iconic Rotunda building while images of BSE IPF celebrating WIW 2022 were flashed on the giant TV screen outside the building.

E. GREEN INITIATIVE

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.

F. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year, no proceedings has been initiated under Insolvency and Bankruptcy Code for default in payment of debt. Further, 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 onetime 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 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.

	For and on behalf of the Board of Directors
Date: Mumbai	S. S. Mundra
Place: May 11,2023	Chairman