central depository services india ltd Directors report

To,

The Members,

Your Board of Directors are pleased to present the Twenty-Fifth (25^th) Annual Report on the business and operations of Central Depository Services (India) Limited ("CDSL/the Company"), along with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2023 ("FY 2022-23").

1. State Of Affairs:

A. Financial Highlights:

(I in Lakh)

	Consolidated		Standalone
Particulars	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Income from Operations	55,508.68	55,133.08	45,059.96	41,480.33
Other Income	6,584.83	5,456.88	9,346.79	6,537.50
Total Income	62,093.51	60,589.96	54,406.75	48,017.83
Expenditure	23,187.70	18,447.76	18,371.53	13,273.14
Profit before Depreciation, share of profit/(Loss) from Associates and Taxation	38,905.81	42,142.20	36,035.22	34,744.69
Depreciation	1,948.04	1,146.28	1,586.33	1,010.02
Profit before Share of net profits of investments accounted for using equity method and tax	36,957.77	40,995.92	34,448.89	33,734.67
Share of profit/(Loss) of associates	(442.34)	(141.20)	-	-
Profit Before Tax	36,515.43	40,854.72	34,448.89	33,734.67
Taxations	8,919.42	9,673.91	7,240.72	7,358.43
Profit after Tax	27,596.01	31,180.81	27,208.17	26,376.24
Other Comprehensive Income (Net of Tax)	162.25	(143.39)	39.68	(217.96)
Total Comprehensive Income	27,758.26	31,037.42	27,247.85	26,158.28

B. Financial Performance:

i. Consolidated Results:

On a consolidated basis, the operational income of the Company for the year ended March 31, 2023 is at ^55,508.68 Lakh as against ^55,133.08 Lakh for the previous year ended March 31, 2022, higher by 1%, resulting in total income of ^62,093.51 Lakh for the year ended March 31, 2023 as against ^60,589.96 Lakh for the previous year ended March 31, 2022. Profit before Tax (PBT) for the year ended March 31, 2023, is ^36,515.43 Lakh as against ^40,854.72 Lakh for the previous year ended March 31, 2022. Similarly, Profit after Tax (PAT) for the year ended March 31, 2023 is at ^27,596.01 Lakh as against ^31,180.81 Lakh for the previous year ended March 31, 2022. Thus, Profit after Tax for the year ended March 31, 2023, has decreased by 11%, as against the previous year ended March 31, 2022.

ii. Standalone Results:

On a standalone basis, the operational income of the Company for the year ended March 31, 2023 is at ^45,059.96 Lakh as against ^41,480.33 Lakh for the previous year ended March 31, 2022, higher by 9%, resulting in total income of ^54,406.75 Lakh for the year ended March 31, 2023 as against ^48,017.83 Lakh for the previous year ended March 31, 2022. The income from operations largly comprises of transaction charges, annual issuers charges, CAS income, evoting income, corporate action charges, etc. The other income includes dividend received from subsidiary of ^4,150 Lakh for the year ended March 31, 2023 as against ^2,350 Lakh for the previous year ended March 31, 2022. Pursuant to Regulation 73 of the SEBI (Depositories & Participants) Regulations, 2018, the contribution to IPF is determined at ^1,255.11 Lakh. The Profit before Tax (PBT) for the year ended March 31, 2023, is ^34,448.89 Lakh as against ^33,734.67 Lakh for the previous year ended March 31, 2022. Similarly, Profit after Tax (PAT) is ^27,208.17 Lakh as against ^26,376.24 Lakh. Thus, Profit after Tax for the year ended March 31, 2023 has increased by 3% as against the previous year ended March 31, 2022.

During the year, the Board of Directors of the Company reviewed the affairs of its subsidiaries. In accordance with Section 129 (3) of the Companies Act, 2013, your Company has prepared the consolidated financial

statements of the Company and of all its subsidiary companies in the same form and manner as that of its own and in accordance with applicable accounting standards, which forms part of this annual report. Further, a separate statement containing the salient features of the financial statement of our subsidiaries in the prescribed format of Form AOC-1 is appended as Annexure-A to the Boards Report. The statement also provides details of the performance and financial position of each of the subsidiary company.

I n accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and all other related documents and information of the Company and separate audited accounts in respect of each of the subsidiary are available on our website https://www.cdslindia.com/InvestorRels/AnnualReports.html. These documents will be available for inspection till the date of AGM during business hours at the registered office of the Company.

C. Dividend:

Considering the performance of the Company for the year under review, your Directors have recommended a final dividend of 16 per equity share of the face value of 10 each, fully paid for the financial year ended March 31, 2023, subject to the approval of the shareholders.

The final dividend, if approved, would result in a cash outflow of ^16,720 Lakh and dividend payout ratio at 60.06%.

T he dividend recommended is in accordance with the principles and criteria as set out in the Dividend Distribution Policy. The Policy can also be accessed on the Companys website at the https://www.cdslindia.com/InvestorRels/CorporateGovernance.html.

2. Share Capital:

A. Change in Capital Structure:

Authorised Share Capital of your Company is 150,00,00,000 divided into 15,00,00,000 equity shares of 10 each whereas the Issued and Paid-Up Share Capital is 104,50,00,000 divided into 10,45,00,000 equity shares of 10 each.

As of March 31, 2023, out of 10,45,00,000 shares, 10,44,99,799 shares are in demat mode, and 201 shares are in physical mode. There was no change in the Capital Structure of the Company during the FY 2022-23.

3. Business Outlook and Overview:

A. The Capital Market Environment:

The FY 2022-23 was one of the most challenging years for the Indian Economy. During FY 2022-23, the S&P BSE Sensex opened at 58,530 on April 01, 2022, and touched a high of 63,583 on December 01, 2022, and thereafter closed at 58,991 on March 31, 2023. During same period Nifty opened at 17,436 and hit a high of 18,887 on December 01, 2022, and thereafter closed at 17,359 on March 31, 2023.

The International Monetary Fund (IMF), cuts Indias GDP growth forecast for the 2024 & 2025 financial years amid a slowing global economy. The IMF projects the gross domestic product to grow 5.9% in 2023-24, 20 basis points lower than estimated in January 2023. It projects India to grow 6.3% in the 2025 fiscal, 50 basis points lower than estimated earlier.

According to IMF, the global outlook is uncertain amid the financial sector turmoil, high inflation, effects of Russia-Ukraine war and three years of Covid.

Ahe World Bank cut Indias growth forecast for FY 2023-24 to 6.3% from its December estimate of 6.6% amid global headwinds and with rising borrowing costs and slower income growth leading to a moderation in consumption, even as its country director Auguste Tano Kouame said the Indian economy continues to show strong resilience to external shocks.

The Asian Development Bank (ADB) projects growth in Indias gross domestic product (GDP) to moderate to 6.4% in FY 2022-23 and rise to 6.7% in FY 2023-24, driven by private consumption and private investment on the back of government policies to improve transport infrastructure, logistics, and the business ecosystem. The growth estimates by both multilateral agencies are close to the Reserve Bank of Indias (RBI) February 8 forecast of 6.4% growth in FY 2023-24.

B. Operational Performance:

The capital market plays a significant role in building the economy as it channelizes domestic saving into sustainable financial assets. The Indian capital markets are robust and deep. The markets have witnessed diverse magnitude of volatility and growth levels based on global and domestic scenario and investor participations. The digitization of various processes has helped to have easier access to stock markets and depository services. This led to individuals from rural area have also initiated participation in financial markets. In order to sustain the growth in its depository business, your company continues to focus on enhancement of operational efficiency, upgradation of technology, service quality and enhanced emphasis on investor education through seminars/workshops.

C. Beneficial Owner Accounts:

During the year under review, 200.04 Lakh net Beneficial Owner (BO) accounts were added, taking the total number of such accounts to 830.01 Lakh as on March 31, 2023, making us the first depository to cross the 800 Lakh milestone.

D. Securities Admitted:

Securities like equity shares, preference shares, mutual fund units, debt instruments, government securities, certificates of deposit, commercial papers and a host of other instruments are available for dematerialization by the investors. Details of the securities admitted with CDSL are given below:

E. Position of Securities held in the System:

The value and volume of securities held with CDSL in the year under review as compared to the previous year are indicated below:

The comparative figures of net BO accounts as on March 31, 2022 and March 31, 2023 are given in the following table:

Year ended March 31, 2023	Year ended March 31, 2022	Increase over the previous years cumulative figure
		Number	Percentage (%)
8,30,01,541	6,29,97,046	2,00,04,495	31.75

 

Securities	Year ended March 31, 2023	Year ended March 31, 2022	Change over the previous year(%)
Equity Shares	19,304	17,336	11.35
Debt Instruments	10,399	9,517	9.27
Other Securities	26,648	25,994	2.52
Total	56,351	52,847	6.63

 

	Year ended
Holding of Securities	March 31, 2023	March 31, 2022	Change over the previous year (%)
Value ( in lakh crore )	39.71	37.17	6.83
Volume (in crore) (Number of Securities)	61,285	56,757	7.98

F. Depository Participants and Service Centers:

As on March 31, 2023, 588 Depository Participants held valid registration certificates of Securities and Exchange Board of India (SEBI) as compared to 584 valid SEBI registrations as on March 31, 2022. Further, investors have access to 18,676 DP service centers spread across India.

G. Investor Awareness/Education Seminars:

CDSL Investor Protection Fund (CDSL IPF) conducts various investors awareness activities aiming at promoting financial education from the depository point of view in particular and other capital market initiatives in general to educate investors to take an informed

decision with respect to any matter related to Capital Market and become Atmanirbhar Niveshak or the selfsufficient investor.

C DSL IPF on continuous basis conducts Investor Awareness Programs (IAPs) in association with SEBI, Market Infrastructure Institutions (MIIs), Financial Institutions, Professional Entities, Mutual Funds, Colleges & Universities, Government Officials, Corporate Employees etc. for retail and potential investors as a major target groups. We believe investor education can become a significant key in achieving financial inclusion in the capital market. During FY 2022-23, CDSL IPF conducted 1,552 IAPs in English, Hindi and other 16 languages across India through online and offline mode and reached out to more than 1 Lakh investors across India including Tier 2, Tier 3 and Tier 4 Towns/Cities.

To spread the financial education on a wider scale, CDSL has also reached out to investors through various social media platforms like Facebook (@cdslindia), Twitter (@cdslindia), LinkedIn (@cdslindia), KOO App (@cdslindia), Instagram (@cdslindia) and YouTube (@cdslindiaLtd). Various posts i.e., pictures, GIFs, videos related to IAPs, awareness information about various services provided by CDSL are uploaded for the benefit of investors. CDSL also provides various information beneficial to investors on its website under the head Investors Corner.

For the benefit of Investors, Informative booklet on "Securities Market Understanding from Investors Perspective" which was prepared jointly by SEBI, CDSL & other MIIs in 13 regional languages namely English, Malayalam, Punjabi, Hindi, Marathi, Gujarati, Telugu, Tamil, Oriya, Kannada, Assamese, Manipuri, Bengali have been uploaded on CDSL website at https://www.cdslindia.com/Investors/InvestorCorner.aspx. This booklet is shared with the Investors during IAPs for their knowledge building and future reference.

H. New Initiatives:

i. Application Program Interface (API):

CDSL has developed few more APIs viz. eDIS for T+1 trades etc., for its Depository Participants (DPs), which will assist the DPs in automating their processes and back-office operations. APIs for account opening, common transaction upload (which includes off-market, on-market, early pay-in & inter depository transactions), pledge/unpledge/confiscation transactions, Margin Pledge & Margin Funding transactions that were made available is being used by large number of DPs. This will lead to ease in operations of all the CDSL DPs and the market participants.

ii. System Enhancements:

C DSL believes in the power of digitization and continuously tries to enhance its systems to increase the efficiency of processes as prescribed by SEBI. Some of the important system enhancements are enumerated below -

a. I implementation of Demat Debit and Pledge Instructions (DDPI):

CEBI issued guidelines regarding execution of Demat Debit and Pledge Instruction (DDPI) for transfer of securities towards deliveries/ settlement obligations and pledging/re-pledging of securities. DDPI was thus implemented with effect from August 31, 2022.

Initially, the DDPI option was made available only for securities related market transactions and margin pledge. The transactions pertaining to mutual fund redemption and transactions pertaining to tender offer were kept out of DDPI. Considering the representations made by market intermediaries and in consultation with Broker Associations and Depositories, SEBI extended to DDPI option for the aforesaid two types of transactions too with effect from January 27, 2023.

b. Implementation of Mandatory Unique Client Code (UCC) and Block mechanism:

An investor is expected to mandatorily put UCC details i.e., UCC, Trading Member ID (TMID), Clearing Member ID (CMID), Market Segment type, Exchange ID and Clearing Corporation ID (CCID) for all types of market transaction viz. early payin, normal payin and on market. Under the block mechanism, in the case of early pay in of securities of a BO intending to make a sale transaction are blocked in the BOs demat account in favour of the concerned CM-CC combination. The actual debit from the investors account is made on the day of the settlement.

The advantage of using this system is to ensure that the investor continue getting interest, dividend, bonus, etc. on the shares till the record date. Due to the aforesaid distinct advantages and reduced paperwork at the TMs/CMs office, almost about 90% of the transactions in CDSL comes as early pay in.

c. Implementation of T + 1 settlement:

SEBI vide circular no. SEBI/HO/MRD2/DCAP/P/ CIR/2021/628 dated September 07, 2021 introduced T+1 rolling settlement wherein new Market Type was introduced for T+1 settlement. Accordingly, transition of all Securities from T+2 Settlement cycle to T+1 Settlement in Equity Segment was implemented in a phased manner ending on January 27, 2023. The switch has been adopted with ease by the investors by adopting to enter market transactions using early pay in.

d. Implementation of T+1 in eDIS:

We have introduce change in API for handling multiple settlement in the single API call.

e. Implementation of Buyback of securities (Tender offer):

Earlier, the shares tendered by the shareholders for buyback/tender offer are required to be directly transferred to the account maintained by the Clearing Corporation (CC). Such transfer involves systematic risk, cumbersome process, time, and cost.

Block Mechanism has been implemented, which allow the tendered shares to be earmarked in the account of the BO. This allows the BO to easily modify or delete an existing offer and get its shares released. Further, upon finalization of the entitlement, only the accepted quantity of shares that are tendered will be debited from the demat account of the shareholders.

f. Implementation of Electronic Gold Receipts (EGR):

The electronic units resulting from the conversion of physical gold held with a registered safe deposit vault into electronic form is an EGR. The EGRs can be used to trade in the stock exchanges. This is equivalent to gold spot market. The system has been live since October 2022.

g. Securities and Covenant Monitoring using Distributed Ledger Technology (DLT):

Securities and Covenant Monitoring was the first system launched by Depository under the aegis of SEBI to use the block chain technology Distributed Ledger Technology (DLT) system. The purpose of DLT is to record and monitor all assets vis-avis life cycle of a secured bond viz. bond issuance, redemption, etc.

Some of the important advantage of the said system as enumerated below:

• Assets allocated against each secured bond

• Tracking the net worth/ability of the asset to support the underlying bond

• Ensure update of assets, charges and other details in ROC and CERSAI

iii. Transaction Cum Holding Statements:

As on March 31, 2023, 202 Depository Participants (DPs) have availed of the service of dispatch of transaction cum holding statements (DOTS and e-DOTS). In FY 202223, CDSL has processed 50.54 Lakh statements. During the FY 2022-23, 8.67 Crore statements have been sent electronically and 62.15 Lakh statements have been sent for the purpose of Consolidated Statement (CAS).

iv. Corporate Bond Database:

Your Company has details of all the debt instruments updated in the CDSLs Corporate bond database portal in CDSL. The information of these debt instruments are in sync with the NSDLs Corporate Bond database platform. The platform is also accessed by the Credit Rating Agencies (CRAs) Agencies to update rating details as and when there is a change in the rating of the said instrument. The corporate bond details are available at our website at https://www. cdslindia.com/CorporateBond/SearchISIN.aspxweb. Investor can access this portal to get an overall view of any given debt.

v. Technology Initiatives:

CDSL continuously works on upgrading the features and functionalities of the Depository applications. In addition, CDSL is constantly working towards upgradation of technology deployed and have upgraded our infrastructure to support the business growth and providing faster services to our customers.

CDSL has also further enhanced the appropriate cyber security framework and controls as prescribed by SEBI & CERT-In, from time to time to mitigate the cyber security risks.

vi. Continuing Professional Education (CPE) Programs - Depository Operations Certification Examination (DOCE):

National Institute of Securities Markets (NISM) has been offering Continuing Professional Education (CPE) Programs for Associated Persons in the Securities Market Intermediaries.

CDSL, as a NISM Accredited CPE Provider for conducting CPE Programs, has successfully carried out 11 programs for 168 participants during the year.

vii. E-Voting:

As on March 31, 2023, total 6,299 companies have signed agreements with CDSL to conduct e-Voting. So far, the e-Voting system recorded 35,347 instances of voting carried out by 5,567 companies.

viii. E-Notices:

I n the light of green initiative in the Corporate Governance by Ministry of Corporate Affairs, CDSL has started offering the services to companies for sending documents to its shareholders electronically. As on March 31, 2023, a total of 1,410 companies have signed for availing these services.

ix. Recording of Debt Issues using Blockchain:

Your Company is in the final leg of creation of a state of the art system using block chain/distributed ledger technology (DLT) to record the life cycle for "listed" or "to be listed" non-convertible secured debentures (NCDs) from the time of creation of the instrument with underlying assets offering security, to the approval of the same by the Debenture Trustee (DT). The system also captures the initial rating given by the Credit Rating Agency (CRA) as well as the periodic/ad hoc updates of rating of a given instrument. Further the listing status of the instrument will also be captured. Additionally, regular/periodic interest payments up to the payment of the redemption amounts are also captured. This is likely to bring in greater transparency in the manner in which the secured instruments are issued and managed in the capital market. Issuers proposing to issue bonds may visit CDSL DLT services system at https://dltbond.cdslindia.com/login to enter details of assets, followed by details of instrument, charge creation etc. for the same to be approved by the Debenture Trustee for getting it admitted with the depository and listed with the stock exchanges.

4. Board of Directors and Management:

A. Directors and Key Managerial Personnel (KMPs):

The SEBI (Depositories and Participants) Regulations, 2018 were notified on October 03, 2018. As per regulation 25 of SEBI (Depositories and Participants) Regulations, 2018:

• the appointment and re-appointment of all Shareholder Directors on the Board of Depository shall be with the prior approval of SEBI;

• the Public Interest Directors on the Board shall be nominated by SEBI.

As per Regulation 24(9) of the SEBI D&P Regulations, no depository participant or their associates and agents, irrespective of the depository of which they are members shall be on the Governing Board of the depository.

The Board of Directors comprises of Nine Directors on the Governing Board of CDSL as on March 31, 2023 which are as follows:

Board Composition as on March 31, 2023:

Independent Director/Public Interest Director (PID)
Shri Balkrishna V Chaubal, Chairperson	Prof. (Dr.) Bimalkumar N Patel	Shri Sidhartha Pradhan	Prof. Umesh Bellur	Smt. Rajeshree Sabnavis	Shri Gurumoorthy Mahalingam

 

Executive Director	Non Executive Director
Shri Nehal Vora	Shri Masil Jeya Mohan P	Shri Nayan Mehta
(Managing Director & CEO)	(Shareholder Director)	(Shareholder Director)

Note: Shri Nayan Mehta ceased to be Director with effect from May 16,2023.

Change in Composition during the Year:

The changes taken place in the constitution of Directors and KMPs of CDSL during the FY 2022-23 are as follows:

Retirement by rotation and subsequent

re-appointment:

i. Shri Nayan Mehta was reappointed as Shareholder Director of the Company by the shareholders at the 24^th Annual General Meeting of the Company on September 15, 2022. SEBI vide its letter dated October 11, 2022, had approved the re-appointment of Shri Nayan Mehta as Shareholder Director on the Governing Board of CDSL, who shall be liable to retire by rotation and accordingly, the appointment of Shri Nayan Mehta was effective from October 11, 2022.

Extension of Term of Director:

i. SEBI vide its letter dated July 22, 2022, has accorded its approval for extension of term of Shri Balkrishna V Chaubal as Public Interest Director on the Governing Board of CDSL for a period of three (3) years from July 30, 2022 to July 29, 2025.

SEBI vide its letter dated August 03, 2022, has accorded its approval for extension of term of Shri Balkrishna V Chaubal as Chairperson on the Governing Board of CDSL.

ii. SEBI vide its letter dated August 03, 2022, has accorded its approval for extension of term of Prof. (Dr.) Bimalkumar N Patel as Public Interest Director on the Governing Board of CDSL for a period of three (3) years from September 27, 2022 to September 26, 2025.

iii. SEBI vide its letter dated October 14, 2022, has accorded its approval for extension of term of Prof. Umesh Bellur as Public Interest Director on the Governing Board of CDSL for a period of three (3) years from November 29, 2022, to November 28, 2025.

iv. SEBI vide its letter dated November 04, 2022 has accorded its approval of the appointment of Shri Sidhartha Pradhan as Public Interest Director on the Governing Board of CDSL for a period of three (3) years from November 29, 2022, to November 28, 2025.

Resignation of Director:

i. Smt. Preeti Saran, Public Interest Director resigned w.e.f. October 17, 2022. She was on the Board of the Company since November 29, 2019. The Company places on record appreciation for her guidance, mentoring and contribution to the growth of the Company throughout her tenure.

Appointment of Director:

i. SEBI vide its letter dated October 14, 2022, has accorded its approval of the appointment of Smt. Rajeshree Sabnavis as Public Interest Director in place of Smt. Preeti Saran on the Governing Board of the Company. The appointment of Smt. Rajeshree Sabnavis as Public Interest Director on the Governing Board of CDSL for a period of three (3) years from November 29, 2022 to November 28, 2025.

ii. SEBI vide its letter dated February 27, 2023, received on February 28, 2023, had accorded its approval for appointment of Shri Gurumoorthy Mahalingam as Public Interest Director on the Governing Board of the Company. The appointment would be for a period of three (3) years from March 09, 2023 to February 26, 2026.

Changes in KMP :

i. Shri Rajesh Saraf, Chief Data and Operations Officer was appointed w.e.f October 19, 2022.

ii. Shri Ashwin Lalchandani, AVP- Risk Management, was appointed w.e.f February 08, 2023.

iii. Shri Prithwijit Dinda, VP- Information Technology, retired w.e.f August 31, 2022.

iv. Shri Rajesh Nadkarni, Chief Information Security Officer, resigned w.e.f January 27, 2023.

Retirement by Rotation:

As per the provisions of Section 152(6)(d) of the Companies Act, 2013, Shri Masil Jeya Mohan P, the Shareholder Director being liable to retire by rotation and being eligible has offered himself to be reappointed. Accordingly, he would be considered for being re-appointed as Director at the ensuing Annual General Meeting.

B. Declaration from Directors:

i. The Company has received necessary declarations from the Independent Directors viz. Public Interest Directors as required under Section 149 of the Companies Act, 2013 and under clause (b) of sub-regulation (1) of regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). There has been no change in the circumstances affecting their status as Independent Directors viz. Public Interest Directors of the Company; and

ii. All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors by Indian Institute of Corporate Affairs maintained by the IICA.

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. Number of Meetings of the Board of Directors and its various Committees:

Ten meetings of the Board of Directors were held during the FY 2022-23. The details of Meetings of Board and Committees held during the year, attendance of Directors at the meetings and constitution of various Committees of the Board are included separately in the Corporate Governance Report, which is enclosed as Annexure-B.

E. Audit Committee Recommendations:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

F. Performance Evaluation of the Board:

The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee, adopted Board Evaluation Policy to comply with the various provisions of the Act, SEBI Listing Regulations, SEBI D&P Regulations, SEBI circular dated February 05, 2019.

The policy has been framed with an objective to ensure individual Directors of the Company and the Board as a whole, works efficiently and effectively in achieving their functions, in the interest of the Company and for the benefit of its stakeholders. Accordingly, the policy provides guidance on evaluation of the performance of:

(i) i ndividual Directors (including the Chairperson and Public Interest Directors);

(ii) the Board as a whole; and

(iii) various committees of the Board.

The criteria for evaluation for each of the above are as follows:

Internal Evaluation

The Board of Directors of the Company carried out annual evaluation of the Board, Committees of the Board and individual Directors in accordance with the regulatory requirements and as per the policy of evaluating performance of the Board of Directors and of its Committees and Individual Directors on the basis of a structured questionnaire, drafted in accordance of the guidelines issued by SEBI, which comprises evaluation criteria taking into consideration various performance related aspects. All the Directors participated in the evaluation process. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

A separate meeting of the Independent Directors was held wherein the performance of the NonIndependent Directors, performance of the Board as a whole (including the Committees) and also that of the Chairperson in terms of the provisions of the Act, the Listing Regulations and the Guidance Note issued by the Securities and Exchange Board of India in this regard was discussed.

External Evaluation

As per the SEBI (Depositories and Participants) Regulations, 2018, Public Interest Directors can be nominated by SEBI on the Board of a depository for an initial term of three years, extendable by another term of three years subject to performance review prescribed by SEBI. SEBI vide its circular dated February 05, 2019, has mandated the Public Interest Directors of a depository to be subject to an external evaluation during the last year of their term.

Accordingly external Evaluation was conducted in accordance with aforesaid SEBI circular for those PIDs whose term were about to expire.

G. Directors Responsibility Statement:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors reports that:

i. in preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations relating to material departure, if any, have been provided;

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

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

iv. the annual accounts have been prepared on a going- concern basis;

v. internal financial controls to be followed by the company are laid down and that such internal financial controls are adequate and were operating effectively;

vi. p roper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

H. Nomination & Remuneration Policy for Directors:

The Nomination and Remuneration Policy has been framed in order to set out principles, parameters and governance framework for the appointment and remuneration for Shareholder Directors, Public Interest Directors, Managing Director & CEO and Key Managerial Personnel of the Company. The Nomination & Remuneration Policy can be accessed on website of the Company at https://www.cdslindia.com/InvestorRels/ CorporateGovernance.html.

I. Internal Financial Control Systems and their Adequacy:

The details in respect of adequacy of internal financial controls with reference to the Financial Statements forms part of the Management Discussion and Analysis Report enclosed as Annexure-C.

J. Compliance with Secretarial Standards:

T he Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

K. Annual Return:

The Annual Return of the Company as on March 31, 2023, in Form MGT-7 in accordance with Section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.cdslindia.com/ InvestorRels/GeneralMeeting.html

5. Subsidiaries, Associates and Joint Ventures

Details of Subsidiary Companies, Associate, and Joint Venture Companies:

Your Company has following Subsidiary and Associate Companies as on March 31, 2023:

Sr. No.	Name of the Company	Details of the Company
1.	CDSL Ventures Limited (CIN: U93090MH2006PLC164885) - Wholly Owned Subsidiary	CDSL Ventures Limited (CVL) is a wholly owned subsidiary of Central Depository Services (India) Limited (CDSL).
		CVL began its journey in 2008 by handling Customer Profiling and Record keeping of Mutual Fund Investors on account of The Prevention of Money Laundering Act, 2002 ("PMLA") related KYC requirements. After the introduction of the KRA regulations in 2011, CVL was the first entity to register as a KYC Registration Agency (KRA) with SEBI. As a KRA, CVL provides fully digitized KYC services to all intermediaries in the Capital Markets. CVL currently holds over 5.37 Crore fully digitized KYC records.
		CVL is also offering the following as part of its service portfolio:
		1. CKYC Services: CVL assists intermediaries to become CKYC compliant by facilitating processing of KYC documents for uploading to CERSAI
		2. Aadhaar based eKYC services
		3. Aadhaar based esign services
		4. Registrar and Transfer Agent services (RTA)
		5. PMJJBY services: Maintaining a Claim Repository and performing dedupe activity for claims under PMJJBY scheme.
		6. GST Suvidha Provider Services for filing GST Returns
		7. Processing and handling Refund payments to investors of PACL Ltd. pursuant to Justice (Retd.) R M Lodha Committee.
		8. Accredited Investor Agency.
		CVL has done a detailed Cyber risk assessment of its infrastructure to safeguard itself from cyber threats and vulnerabilities.
2.	CDSL Insurance Repository Limited (CIN: U74120MH2011PLC219665) - Subsidiary Company	CDSL Insurance Repository Limited (CIRL) is regulated by the Insurance Regulatory and Development Authority of India (IRDAI) and is in the business of enabling policy holders to hold life policies, motor policies, health policies and in the near future, all other types of general (nonlife) policies in electronic form. CIRL has arrangements with several life insurance companies, health insurance companies and general insurance companies enabling the policy holders to hold policies in electronic form.
		Your Company had floated a separate subsidiary viz. CIRL, in the year 2011, under the "Guidelines on insurance repositories and electronic issuance of insurance policies" issued by IRDAI. CIRL provides policyholders a facility to keep their insurance policies in electronic form and to undertake changes, modifications and revisions in the insurance policy with speed and accuracy, to bring about efficiency, transparency and cost reduction in the issuance and maintenance of insurance policies.
		Leading public sector and private sector insurance companies have contributed to the equity capital of CIRL. At the time of launch in August 2013, the insurance repository services were restricted only to Life insurance policies. However, later, IRDAI has extended the scope of services to Health and Motor Vehicle insurance policies and soon, to all other types of general insurance. Further, initially only individual policies were allowed in electronic form but subsequently this feature is being extended to corporate and group policies.
		As on March 31, 2023, the Company has 9.45 Lakh active eIAs (electronic insurance accounts) as against 7.11 Lakh active eIAs as on March 31, 2022, in the Repository.
		As on March 31, 2023, over 8.07 Lakh electronic policies constituting 7.50 Lakh life e-insurance policies, 2,741 motor e-insurance policies and 54,130 health e-insurance policies have been credited in the eIAs as against around 5.59 Lakh electronic policies constituting 5.22 Lakh life insurance policies, 1,593 motor insurance policies and 35,187 health insurance policies as on March 31, 2022. The above figures indicate that there is a positive trend in creating electronic insurance policies, with a growth rate of 44% year-on-year.
		CIRL has tied up with twenty-two life insurance companies, five health insurance companies and fourteen general insurance companies, which is a total of forty-one insurance companies, for holding policies in electronic form.
		CIRL has received a contract from an Insurance company, to operate remote offices on their behalf and provide outsourcing services. We are also interacting with other insurance companies to provide similar services. Considering the trend of companies outsourcing their activities, these services contracts will provide your Company with new revenue streams, apart from the Insurance Repository (IR) business.
3.	CDSL Commodity Repository Limited (CIN: U74999MH2017PLC292113) - Subsidiary Company	Your Company has incorporated a subsidiary in the name of CDSL Commodity Repository Limited (CCRL) to establish and run a Commodity Repository on the lines of a Securities Depository. Warehousing Development and Regulatory Authority (WDRA) is the regulator for CCRL. CCRL received the certificate of commencement of business/registration from WDRA on September 26, 2017 and commenced operations from September 30, 2017. Multi Commodity Exchange of India Ltd. (MCX) and BSE Investments Ltd. have each taken up 24% of the stake in CCRL in May, 2018 and August, 2018 respectively.
		CCRL today exclusively serves three derivative commodity exchanges for their derivative trades in Agri-commodities. These are Multi Commodity Exchange of India Limited, Bombay Stock Exchange Limited and Indian Commodity Exchange Limited. As on March 31, 2023, CCRL has opened close to 2,701 client accounts and has issued about 43,838 Electronic Negotiable Warehouse Receipts.
4.	India International Bullion Holding IFSC Limited (CIN: U67100GJ2021PLC123076) - Associate Company	India International Bullion Holding IFSC Limited is an unlisted public company incorporated on June 04, 2021. It is classified as a public limited company and is located in Gandhinagar, Gujarat and received registration as Finance Company from International Financial Services Centres Authority (IFSCA) on August 09, 2021.
		Indias bullion market is one of the largest in the world, the second largest in terms of consumption and holds an important position globally, but it lacks organization and structure. A bullion spot exchange is expected to address these challenges and eliminate market inefficiencies. As a prominent market, India has always aspired to be a price setter for the bullion.
		Honourable Finance Minister Smt. Nirmala Sitharaman in the 2020 Union Budget gave a major boost to this aspiration by announcing the setting up of India International Bullion Exchange (IIBX) at International Financial Services Centre (IFSC) at GIFT City in Gandhinagar, Gujarat.
		Pursuant to Memorandum of Understanding between Central Depository Services (India) Limited (CDSL), India INX International Exchange (IFSC) Limited (INDIA INX), Multi Commodity Exchange of India Limited (MCX), National Securities Depository Limited (NSDL) & National Stock Exchange of India Limited (NSE) the holding company India International Bullion Holding IFSC Limited (IIBH) has been created for setting up and operationalizing India International Bullion Exchange, Bullion Clearing Corporation and Bullion Depository in IFSC, GIFT City. IIBH is setting up the Bullion Exchange through its subsidiary, India International Bullion Exchange IFSC Limited (IIBX), encompassing the Bullion Exchange and the Bullion Clearing Corporation.

7. Investor Education and Protection Fund

A. Contribution towards Investor Education and Protection Fund (IEPF):

Amount of unclaimed/unpaid dividend and the corresponding shares;	Not Applicable
Amount of matured deposits, if any;	Not Applicable
Application money received for allotment of any securities and due for refund along with interest accrued;	Not Applicable
Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer;	Please refer the table B below

B. Amount of Unpaid and Unclaimed Dividend:

	Financial Year
Particulars	2017-18 (Final Dividend) As on 31.03.2023	2018-19 (Final Dividend) As on 31.03.2023	2019-20 (Final Dividend) As on 31.03.2023	2020-21 (Final Dividend) As on 31.03.2023	2021-22 (Final Dividend) As on 31.03.2023
Amount (in )	5,85,627.00	10,34,228.00	17,52,812.50	22,37,035.00	46,38,446.00
No. of Shares	1,67,322	2,58,557	3,89,513	2,48,559	3,09,229
Due date for transfer of unpaid dividend amount	October 18, 2025	November 15, 2026	November 13, 2027	November 19, 2028	November 13, 2029
Due date for transfer of corresponding shares	November 17, 2025	December 15, 2026	December 13, 2027	December 19, 2028	December 13, 2029

6. Major Events Occurred During The Year:

A. Material changes affecting the financial position which have occurred between the end of the financial year and the date of the report:

No material changes affecting the financial position have occurred between the end of the financial year and the date of the report.

B. Change in the nature of business:

The Company has not undergone any changes in the nature of the business during the FY 2022-23.

C. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

D. Cyber Incident:

CDSL, on Friday, November 18, 2022, detected malware in a few of its internal machines. As a matter of abundant caution, the Company immediately isolated its machines and disconnected itself from other constituents of the capital market and took immediate measures to recover & enhance the security of its existing network and system. CDSL also immediately reported the incident to SEBI and other relevant regulatory bodies. The sanitized set-up and application deployment were completed by evening of Saturday, November 19, 2022 and applications were started midnight onwards. The settlement for November 18, 2022 was conducted on Sunday, November 20, 2022 from 11:00 a.m. onwards in co-ordination with other MIIs and thereafter settlement and core depository activities were conducted successfully from Monday, November 21, 2022 onwards.

C DSL has been in compliance with the necessary requirements as prescribed for such incidence.

8. Public Deposits:

A. Deposits:

Your company has not accepted any deposits within the meaning of Section 73 & 76 of the Companies Act, 2013 and the Rules made thereunder. There are no deposits remaining unpaid or unclaimed as at the end of the year and there has been no default in repayment of deposits or payment of interest thereon during the year.

B. Details of deposits not in compliance with the requirements of the Act:

Since the Company has not accepted any deposits during the Financial Year ended on March 31, 2023, there has been no non-compliance with the requirements of the Companies Act, 2013.

9. Particulars of Loans, Guarantees or Investments Under Section 186 of Companies Act, 2013:

Details of Loans, Guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

10. Auditors:

A. Statutory Auditors & Audit Report:

M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E/E300005), Chartered Accountants, Mumbai was appointed as Statutory Auditors of the Company in the twentieth Annual General Meeting held on August 20, 2018 to hold office from the conclusion of the 20^th Annual General Meeting till the conclusion of the 25^th Annual General Meeting. Accordingly, M/s. S. R. Batliboi & Co. LLP are the Statutory Auditors of the Company for the FY 2022-23 and shall continue as Statutory Auditors of the Company till the conclusion of the 25^th Annual General Meeting.

The Board, based on the recommendation of the Audit Committee, has recommended re-appointment of M/s. S. R. Batliboi & Co. LLP, as the Statutory Auditor of the Company for a further term of five years from the conclusion of the ensuing 25^th Annual General Meeting till 30^th Annual General Meeting.

There are no qualifications, reservations or adverse remarks or disclaimer made by M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, Mumbai, Statutory Auditors in their report.

B. Details in respect of frauds reported by auditors:

There are no frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

C. Internal Auditors:

I n terms of the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company had appointed M/s. Dalal Doctor & Associates, Chartered Accountants (Firm Registration No. 120833W) for the period from April 01, 2022, to March 31, 2023, as Internal Auditors & Concurrent Auditors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimer made by the Internal Auditors and Concurrent Auditors in their report.

D. Secretarial Auditors and Secretarial Audit Report:

M/s. Vatsal Doshi & Associates (C.P.No.22976/Membership No. A50332), Practicing Company Secretaries, Mumbai, was appointed as Secretarial Auditor of the Company for the FY 2022-23. In accordance with Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, and Regulation 24A of the SEBI Listing Regulations, a copy ofthe Secretarial Audit Report issued in Form MR-3 by M/s. Vatsal Doshi & Associates, Secretarial Auditors is enclosed as an Annexure-D to this report. The Secretarial Audit Report of CDSL Ventures Limited, a material unlisted subsidiary of the Company issued in Form MR-3 by M/s. Vatsal Doshi & Associates, Secretarial Auditors also forms part of Annexure-E to this report.

E. Cost Records:

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are neither made nor maintained.

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A. Conservation of energy, technology absorption:

Considering the nature of the operations of your Company, provisions with respect to conservation of energy and technology absorption of Section 134(3) (m) of the Companies Act, 2013, are not applicable, though the company uses all the possible ways in conserving energy. The Company has, however, used information technology extensively in its operations.

B. Foreign exchange earnings and outgo:

Details of foreign exchange earnings and outgo during the year under review are as under:

( in Lakh)

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Earnings	-	-
Foreign Exchange Outgo:
Software license	11.74	3.74
Conference Expenses	9.4	-
Membership & Subscription	2.74	-
Total	23.88	3.74

12. Risk Management and Compliance:

A. Risk Management Policy:

The Company has a robust Risk Management Policy to effectively handle various internal and external risks that can impact our business performance.

The Company has a dedicated Risk Management function, independent from the operations and business units of the Company. The Risk Management team is responsible for assessment, monitoring and reporting of risks.

The Risk Management Policy identifying the various elements of risks is explained in detail in the Management Discussion and Analysis Report attached as Annexure-C.

13. Corporate Social Responsibility (CSR):

The Board has framed a Corporate Social Responsibility (CSR) Policy in compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy), Rules, 2014. In accordance with its CSR philosophy and the specified activities under the Act, the CSR activities of the Company has thrust areas including promotion of education; promoting gender equality and empowering women; eradicating extreme hunger and poverty; reducing child mortality and improving maternal health; combating human immunodeficiency virus, acquired immune deficiency syndrome, malaria and other diseases; ensuring environmental sustainability; employment enhancing vocational skills; social business projects; contribution to the Prime Ministers National Relief Fund or any other fund set up by the Central Government or the State Governments for disaster relief, socio-economic development and relief and funds for the welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women. Our Company has constituted a robust and transparent governance structure to oversee the implementation of its CSR Policy.

CDSL works primarily by partnering with various organisations, towards supporting projects in the areas of promoting education, and enhancing vocational skills; promoting healthcare including preventive healthcare and rural development; environmental sustainability and ecological balance and research and development. CDSL, through various organisations, has extended its support to socially and economically disadvantaged communities, aiming to create a positive and lasting change.

The list of CSR activities undertaken during the year through various CSR Partners is as follows:

Sr. No.	CSR Partner	Location	Description
1.	Rotary	Palghar	Adult Literacy Program Targeting tribal non-literate adult women in Native language through Computer Based Functional Literacy solution
2.	AARTH	PAN India	Online Academy for Financial Literacy Free online webinars/seminars and certifications for learners of 18-25 years of age from Tier II & Tier III Cities
3.	Educate Girls	Robertsganj, Uttar Pradesh	Enrolment Retention & Learning model to ensure all girls go to school
4.	Swades Foundation	Raigad & Nashik	Affordable medical services for Children with special Needs: Hearing Disability, Pediatric Eye Care & Cardiac Care
5.	SMILE Foundation	Jaisalmer, Rajasthan	SMILE on Wheels: Mobile vehicle providing Quality Primary Healthcare Services in difficult terrains of the country
6.	Narayana Hrudayalaya Charitable Trust (NHCT)	Mumbai	Medical and financial support to the underprivileged patients seeking treatment for life threatening conditions
7.	Sankalptaru Foundation	Meghalaya, Rajasthan, Gujarat, Maharashtra	Tree plantation Program: Barren Land Transformation Program and Urban Plantation Program
8.	Rashtriya Raksha University	PAN India	Research Project - Prevention of Victimization from Forgeries & Financial Frauds
9.	IIT-Bombay	PAN India	Research Project - Threat Detection and Response in Linux End Points

The Corporate Social Responsibility Policy can be accessed on website of the Company: https://www.cdslindia.com/InvestorRels/CorporateGovernance.html

During FY 2022-23, the Company has sponsored various projects and the report on CSR activities pursuant to Section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure-F.

14. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Whistle Blower Policy pursuant to Regulation 22 of the SEBI Listing Regulations and Section 177(10) the Companies Act, 2013 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 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.cdslindia.com/InvestorRels/ CorporateGovernance.html

15. Related Party Transactions:

All Related Party Transactions entered during the FY 2022-23 were in the ordinary course of business and on an arms length basis. Disclosure of related party transactions pursuant to Section 134 (3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are attached as Annexure-G.

The Disclosures of Related Party Disclosures for annual results pursuant to clause 2 of para A of Schedule 5 of the SEBI Listing Regulations are stated below:

Sr.	Particulars
	In the Accounts of Central Depository Services (India) Limited (‘CDSL) (Holding Company)
1	Loans and advances in the nature of loans to subsidiaries by name and amount.	Loans and advances in the nature of loans to associates by name and amount.	Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.

 

Subsidiary Name	Amount (J in Lakh)	Associate Name	Amount (J in Lakh)	Companies where directors are interested	Amount (J in Lakh)
CDSL Ventures Limited	NIL	India International Bullion Holding IFSC Limited	NIL	Not applicable	NIL
CDSL Insurance Repository Limited	NIL
CDSL Commodity Repository Limited	NIL
India International Depository IFSC Limited (formerly CDSL IFSC Limited) (upto May 02, 2022)	NIL

 

Sr.	Particulars
2	In the Accounts of Central Depository Services (India) Limited (CDSL) (Subsidiary Company)
	Loans and advances in the nature of loans to subsidiaries by name and amount.	Loans and advances in the nature of loans to associates by name and amount.	Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.

 

Subsidiary Name	Amount (J in Lakh)	Associate Name	Amount (J in Lakh)	Companies where directors are interested	Amount (J in Lakh)
Not applicable	NIL	Not applicable	NIL	Not applicable	NIL

 

3 In the Accounts of Central Depository Services (India) Limited (CDSL) (Holding Company)
Investments by the loan in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan.	NIL

The Disclosures of transactions of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results pursuant to clause 2A of para A of Schedule 5 of the SEBI Listing Regulations are stated below:

( in Lakh)

Particulars	As on March 31, 2023	As on March 31, 2022
BSE Limited
Income
BSE Limited
Operational Income	79.12	597.76
Expenditure
Rent	-	1.10
Dividend Paid	3,135.00	1,881.00
Administrative and Other Expenses (Recoveries)	58.01	42.40
Payable/(Receivable)	(0.82)	(123.40)

16. Prevention of Sexual Harassment of Women at the Workplace:

Your company has constituted Internal Complaints Committee ICC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year the Committee has received one complaint in this regard and the same has been disposed off.

17. Human Resource:

A. Human Resource Development:

The company recognizes its Human assets as a critical resource essential for the growth of the Company. It, therefore, accords high importance to human resource development and consciously endeavors to enhance the quality and competence of its employees across cadres. It conducts induction program for new entrants. Nominating employees for training at reputed institutions and for attending seminars in India and abroad in capital market related areas, particularly relating to depositories, has always been a part of human resource development program of the company. Industrial relations during the year continued to be cordial.

B. Particulars of Employees:

Information as required under Section 197(12) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed to this report as Annexure-H.

C. Material developments in human resources/industrial relations front, including number of people employed:

As a part of recruitment of Key Resources, the Chief Data & Operations Officer has been appointed during FY 2022-23. 65 employees were hired, and 32 employees left, retired or transferred out from the Company during the FY 2022-23. There were 279 employees on the payroll of the Company as on March 31, 2023.

Sr. No.	Name	Designation	Compensation paid (in K)	Ratio to median salary of other employees
1	Nehal Vora	Managing Director & CEO	3,68,12,350	33.69
2	Nayana Ovalekar	Chief Regulatory Officer	1,82,25,123	16.68
3	Amit Mahajan	Chief Technology Officer	1,71,00,946	15.65
4	Ramkumar K.	Chief of Business Development & New Projects	1,84,55,132	16.89
5	Girish Savjibhai Amesara	Chief Financial Officer	1,27,40,191	11.66
6	Vinay Madan	Chief Risk Officer	1,14,99,481	10.52
7	Rajesh Ravindra Saraf	Chief Data & Operations Officer (joined w.e.f. October 19, 2022)	47,10,311*	4.31
8	Yogesh Kundnani	Senior Vice President - Business Development	98,28,410	9.00
9	Farokh Patel	Vice President - Audit, Inspection & Compliance	72,78,054	6.66
10	Nitin Ambure	Vice President - Admission Cell	59,25,707	5.42
11	Vishwas Nagle	Vice President - Information Technology (Interim CISO w.e.f. February 01, 2023)	59,42,538	5.44
12	Prithwijit Dinda	Vice President - Information Technology (Retired on August 31, 2022)	35,28,790*	3.23
13	Ashish Bhatt	Vice President - Operations	47,19,904	4.32
14	Rajesh Nadkarni	Chief Information Security Officer (Resigned & relieved on January 27, 2023)	43,40,199*	3.97
15	Nilay Rajendra Shah	Group Company Secretary and Head Legal	55,77,459	5.10
16	Swaroopkumar Jagadishbhai Gothi	Financial Controller	44,04,000	4.03
17	Ashwin Lalchandani	Assistant Vice President - Risk Management (joined w.e.f. February 08, 2023)	4,08,335*	0.37

* Compensation paid is on pro rata basis based on date of joining or separation as applicable.

18. Other Disclosures:

A. Management Discussion and Analysis:

The Management Discussion and Analysis Report for the year under review as stipulated in SEBI Listing Regulations for the year ended March 31, 2023 is enclosed as Annexure-C.

B. Business Responsibility and Sustainabilty Report:

As stipulated under Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Sustainability Report describing the initiatives taken by the Company from an Environmental, Social and Governance (ESG) perspective is attached as a part of this Annual Report as Annexure - I.

C. Corporate Governance Report:

The Corporate Governance Report for the year ended March 31, 2023 is enclosed as Annexure-B.

D. Credit Rating of Securities:

Not Applicable.

E. Awards & Recognition:

The details of the award has been mentioned in the corporate overview section of this Annual Report.

F. Prevention of Money Laundering Act:

The Prevention of Money Laundering Act, 2002 (PMLA) has been brought into force with effect from July 01, 2005. Subsequent amendments have been made to the PMLA and Prevention of Money-laundering (Maintenance of Records) Rules, 2005 over the years. CDSL, its depository participants and CDSL Ventures Limited (CVL) fall under the category of intermediaries under Section 12 of the SEBI Act, 1992 and hence, PMLA and the policy guidelines issued by the regulators to combat money laundering are applicable to depository operations. As required under the guidelines, CDSL has designated a Principal Officer, Alternate Officer and Designated Director to ensure compliance with these guidelines. CDSL has prepared policy guidelines for implementation of PMLA and the same is reviewed periodically. CDSL conducted training programs across the country and updates depository participants and their internal auditors on compliance with PMLA provisions and filing of Suspicious Transaction Reports ("STR").

On regular basis, CDSL updates depository participants about the new guidelines issued by FIU-IND and advisory issued by SEBI in reference to FATF Public statement and press release issued by the United Nations Security Council (UNSC).

G. Disclosures under SEBI (Depository & Participants) Regulations, 2018:

The disclosures required to be made under the provisions of the SEBI (Depository and Participants) Regulations, 2018 are part of the Corporate Governance Report enclosed as Annexure-B.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the support, guidance and cooperation received from Ministry of Finance, Ministry of Corporate Affairs, Securities and Exchanges Board of India (SEBI), Reserve Bank of India (RBI), Insurance Regulatory Development Authority (IRDA), Warehousing Development Regulatory Authority (WDRA), UIDAI and other regulatory agencies. The Directors also acknowledge with thanks the continued support of the BSE Ltd., the Promoter, all other shareholders, Beneficial Owners, Depository Participants, Issuers, and Registrar and Transfer Agents, Market Infrastructure Institutions like the Stock Exchanges, Clearing Corporations, Depository and Commodities Exchanges. The Directors also express their appreciation for the unflinching dedication of the employees whose performance, professionalism and commitment for rendering high quality services to the clientele of the Company has been commendable.

For and on behalf of the Board

Central Depository Services (India) Limited

Balkrishna V Chaubal Chairperson

(DIN: 06497832)

Place: Mumbai

Date:June 24, 2023