National Securities Depository Ltd Management Discussions

NSDL continued its pivotal role as a Market Infrastructure Institution (MII), by providing a comprehensive range of products and services that help manage and hold various asset classes in digital form. The company pioneered the depository system in India way back in 1996 and once again, in the current year, NSDL achieved the status of being the first MII to launch a block chain based Distributed Ledger Technology DeLiTe for Debt issuance and Covenant monitoring. This has been well received as a product by the market and received a number of awards, both in India and abroad.

During the year under review, we made significant progress on a number of initiatives of SEBI. Stabilising the market-wide settlement of trades on T+1 basis, introduction of beta version of T+0 settlements,

Clients Unpaid Securities Pledgees Account (CUSPA) are the prominent initiatives. The company successfully completed Project API (Aspire, Perspire and Inspire), the transformation project of NSDL which is intended to enhance customer experience.

As a part of Project API, the company implemented a CRM solution to build an efficient sales pipeline,

provide an efficient customer service and enable the automation of a number of corporate action services. Also, the company implemented a comprehensive Human Resource Management Solution. The other significant area of focus has been to keep improving the security posture of the company by constantly reviewing, monitoring and upgrading the security systems at NSDL. All our endeavours underscore our commitment to safeguarding client interests and promoting transparency.

1. HIGHLIGHTS i) Our Performance:

The company continued with its steady growth with the Revenue from Operations increasing to 473.06 crore in FY 2023-24 from 409.17 crore in FY 2022-23, registering a Y-o-Y growth of 15.6% and the Profit Before Tax increasing to 327.52 crore from 271.68 crore in FY 2022-23, a Y-o-Y growth of 20.6%.

The Subsidiary companies of NSDL, i.e. NSDL Database Management Limited (NDML) and NSDL Payments Bank Ltd., have also turned in good

results during the year. During the FY 2023-24, NDML achieved a total income of 94.35 crore and a Profit After Tax of 35.47 crore. NSDL Payments Bank achieved a total income of 719.88 crore with PAT of 1.58 crore. Overall, the Group achieved 1268.24 crore revenue from operations (Y-o-Y growth of 24.1%), total income 1365.70 crore (Y-o-Y growth of 24.2%) and PAT 275.44 crore (Y-o-Y growth of 17.3%). This is the highest ever revenue and profit in 27 years history of NSDL.

ii) Custody Value

The value of assets under NSDL Custody ("AUC") continued to grow and as of March 31, 2024, such value of assets stood at 423.44 lakh crore, representing 86.83% overall market share. The market share of NSDL in AUC of individuals at 65 lakh crore is 70% and that of NRIs at 4.17 lakh crore is 86%.

iii) Debt Securities

NSDL commands over 97.45% of the market share in the demat value of debt securities (both listed and unlisted).

In respect of listed corporate debt securities, NSDL holds a market share of 98.18%, with a custody value of 41.36 lakh crore as of March 31, 2024.

The number of active debt instruments increased from 28,077 in FY2018 to 54,094 in FY2024.

iv) Issuers

We continue to maintain our lead in the aspect of dematerialisation of securities. As of March 2024; 46,018 listed and unlisted companies have dematerialised their securities through NSDL, up from 40,987 as on March 31, 2023. The number of companies with dematerialised securities has grown at a CAGR of about 15% between FY2018 and FY2024.

v) Settlement Value and volume

During the year under review, the value of securities settled in NSDL in dematerialised form was 76.59 lakh crore, compared to 69.13 lakh crore in the previous year. The volume of shares settled was 25,649 crore.

vi) Client Accounts

During FY 2024, NSDL opened 51.15 lakh new accounts, bringing the total number of demat accounts to 5.27 crore as of March 31, 2024.

Active depository accounts grew from 3.15 crore at the end of the previous year to 3.58 crore by March 31, 2024, a net increase of about 43 lakh accounts.

vii) Dematerialisation of Securities

As of March 31, 2024, the number of securities dematerialised exceeded 3.77 lakh crore, up from 3.22 lakh crore on March 31, 2023, reflecting a growth of over 16.25% as compared to the previous year.

viii) Corporate Actions

The Corporate Action (CA) service of NSDL has been extensively used by issuers for distribution of securities in the form of IPOs, bonus issues, rights issues, ESOPs etc which are dealt electronically.

In FY2024, the total number of corporate actions reached 6,24,832, a growth of around 31.66% from the previous years 4,74,576. The number of securities credited or debited through corporate actions was 83,525 crore compared to 68,545 crore the previous year.

ix) Depository Participants

As of March 31, 2024, there were 281 Depository Participants, who provided depository services from over 61,665 service centres and branches in more than 2,048 cities and towns in India.

The category wise break-up of Participants is as follows (as on March 31, 2024)

* Includes 22 Participants under closure/termination process whose SEBI registration is not yet cancelled/suspended.

Sr. No	Total no. of Participants
1 Bank	43
2 Clearing Corporation/Clearing House	3
3 Custodian	7
4 Financial Services Company	4
5 Foreign Bank	6
6 NBFC	2
7 Registrar & Transfer Agent	2
8 Stock Broker	214
Total	281*

2. REGULATORY UPDATES

As an MII, it is also NSDLs responsibility to meet various regulatory requirements, a sine qua non, to maintain market integrity and protect investors interests. During FY2024, we implemented several initiatives, including those placed below:

i) Upstreaming of Clients Funds by Stock Brokers (SBs) and Clearing Members (CMs) to Clearing Corporations (CCs)

To safeguard clients funds held by SBs and CMs, all client funds, at the End of Day, are required to be up-streamed to the Clearing Corporations (CCs) in one of the following forms:

• Cash

• Lien on Fixed Deposit Receipts (FDR)

• Pledge of units of Mutual Fund Overnight Schemes (MFOS)

MFOS provide a new option for SBs/CMs to handle client funds. These schemes ensure minimal risk to client funds, which are withdrawable on demand. NSDL systems have been re-configured for this purpose by the introduction of new client types and sub-types for opening demat accounts for TMs/ CMs Client Nodal MFOS Accounts.

ii) UPI Block for Trading in Secondary Markets

To protect the investors from member defaults (trading member or clearing member), SEBI has introduced a new process for trading in the secondary market. Instead of transferring funds upfront to the trading member, investor funds will be blocked in their bank account, providing enhanced protection of cash collateral.

Under this framework:

• Funds remain in the clients account but are blocked in favour of the clearing corporation (CC) until the block mandate expires. The CC,thereafter, releases the block, or the funds are debited for trading obligations, based on whichever occurs first.

• Settlements for funds and securities are handled directly by the CC, eliminating the need for members to handle client funds and securities.

• The scheme envisages that the depositories will transfer the securities directly to the clients primary demat account, upon receipt of pay-out instructions from the CC. The UPI block facility was successfully launched by NSDL.

iii) AIF Dematerialisation and Restricted Transferability

NSDL, in accordance with the relevant SEBI Guidelines, launched services for Alternative Investment Funds (AIFs) wherein all new units of AIFs which are issued are held in dematerialised form, and all existing units were also converted to dematerialised form. NSDL also introduced the restricted transferability of these units as per the scheme.

iv) Launch of Beta Version in T+0 Settlement

SEBI, announced the launch of beta version of T+0 settlement on March 28, 2024 on an optional basis in select scrips alongside the existing market-wide T+1 settlement system.

NSDL successfully launched T+0 settlement, as required under SEBI directions and also published, on the website, an FAQ on T+0 settlements for the benefit of clients. NSDL is closely working with SEBI and other MIIs to launch full-fledged T+0 settlements as well as instantaneous settlement which will further strengthen capital market operations.

v) ODR Portal

NSDL has participated with all other MIIs to launch the common Online Dispute Resolution ("ODR") Portal as a dispute resolution mechanism for the Indian Securities Market. This followed SEBIs decision to introduce ODR to further enhance the investor protection as well as to enable efficient dispute resolution.

The ODR Portal for Securities Market Approach for Resolution Through ODR, (SMART ODR) was developed after extensive public consultations and dedicated efforts to serve investors interests. Recognising the need for a streamlined and transparent dispute resolution process, MIIs have worked together under SEBIs guidance to improve the current system significantly. This portal offers investors a seamless and effective platform for addressing disputes with market participants.

vi) Resources Committed Towards Regulatory Functions

During FY 2023-24, pursuant to an amendment in Regulation 29(1) of the SEBI (Depositories and Participants) Regulations, 2018, the Company has segregated its functions under three verticals i.e.

(i) Critical Operations, (ii) Regulatory, Compliance, Risk Management and Investor Grievances; (iii) Other functions including business development, compared to FY 2022-23 when the segregation was under two verticals i.e. (i) Regulatory; and (ii) Non-

Regulatory, where Regulatory vertical included employees working towards operations.

For resources committed towards regulatory functions (Vertical II), the Company has incurred a total cost of 3,552.98 lakh (details given below) pertaining to 102 employees in FY 2023-24.

The total cost comprises direct expense of the resources assigned to regulatory activities as well as expenses pertaining to the supporting teams, IT related costs and other administrative expenses.

Particulars	Amounts in lakh
Provision for incentive to DP	658.14
Annual Fees to SEBI	462.71
Cost of regulatory teams	2432.13
Total Regulatory Activities cost	3,552.98
No. of Employees	102

3. TECHNOLOGY

The Indian Capital Markets embraced industry wide transformation initiatives such as the shortening of settlement cycles with T+0 and mandatory block mechanism to minimise the settlement risks, unified payment interface for block mechanism and the introduction of framework for Alternate Investment Funds for innovative investment products etc.

NSDL has adopted a multi-pronged IT strategy to deliver a plethora of transformation initiatives aimed at (a) Ease of Doing Business (b) Enhanced Digitisation and Digitalisation for Operational Efficiency, (c) Customer Centric Digital Journeys for its B2B2C products (d) Adoption of Innovation as a Strategic Lever for Disruptive Business Transformation and (e) Focus on Building a Resilient, Secure and Scalable infrastructure.

Having strategically invested over the last 2-3 years in building a digital platform for the Issuer market segment, NSDL undertook a comprehensive review of the business capabilities, products and user experience on the Issuer Portal. As a part of Project API, the company further enhanced the Issuer Portal experience by digitising the corporate actions process automation, issuer onboarding and ISIN generation services. Additionally, new Do-It-Yourself DIY capabilities such as e-Voting and e-Notice Campaign Automation enable the Issuers to manage such transaction intensive campaigns in a seamless manner. All these process transformation and digitisation initiatives are aimed at driving operational efficiency and minimising operational risks.

As the capital market was exploring and building innovative business models based on the foundational work of India Stack in building the Digital Public Infrastructure, NSDL also leads the bandwagon by enabling the Financial Information Provider FIP technology solution framework in its role as a post trade market infrastructure provider by integrating with Account Aggregators. This business model enables Financial Information Users FIU to leverage the demat account data to offer value-added, data centric offerings to the end investors.

NSDL is also working on integrating with "DigiLocker" services for enabling clients to store and access their Consolidated Account Statements [CAS] generated by the depository systems.

We are also aligning with the objectives of OCEN [Open Credit Enablement Framework], and have advanced the Loan-Against-Securities product offering to the next level by allowing flexibility to NBFCs to build their loan management platforms by developing API based integration for demat account discovery and pledge request submissions. NSDL has extensively used the open-source technologies for developing these product suites which also helps to rationalise the Total Cost of Ownership [TCO] for managing the IT portfolio.

As the Indian Capital Market graduates into the era of institutionalising T+0 settlement and instantaneous settlements, NSDL has been working on both aspects of optimisation of business processes as well as increasing the resilience of its core depository platform to process the exponentially growing transaction volumes with reduced latency requirements. We are continually assessing our current and future infrastructure sizing requirements and are taking necessary measures to augment infrastructure for supporting the increased system processing cores. This initiative aligns with the NSDL objective to continually work towards building a scalable, robust and high availability technology platform.

NSDL has also implemented advanced application monitoring and system performance measurement systems. We are also in the process of building and improving cockpit views and monitoring dashboards for IT applications observability during peak load periods. NSDL has also designed and adopted an IT resiliency index framework which is being used to assess the resiliency index of its mission critical applications on a quarterly cadence model. Multi-homing internet links have been established in both production and DR sites to

provide resiliency and improved up time for last mile and potential ISP level failures.

NSDLs SOC is operational 24/7, with the objective to minimise system risks. During the year, NSDL migrated its Primary Data Centre operations to a new co-located site which was a significant milestone, considering the complexities involved. The shifting was accomplished in a seamless manner with no business disruption.

NSDL is ISO 27001:2013 and ISO 22301:2019 certified for its depository systems. These certifications, which ensure robust information security and business continuity management, are subject to periodic surveillance audits as required by the standards.

NSDL has strengthened its block-chain based Distributed Ledger Technology [DLT] platform DeLiTe with covenant monitoring systems as well as established an interoperability model with other depository for exchange of assets information to prevent any duplication of assets being recorded. This initiative is innovative in the context of the capital markets space and will enhance the regulatory framework for listed corporate bonds, safeguard the interests of debenture holders and promote transparency,

NSDL is working on expanding the platform to support new capabilities for other market players such as Banks for loan monitoring and management. Identification of use cases for other significant domains is in progress for further deployment. This innovative technology has won international recognition and also lauded specifically by the Chairperson SEBI.

4. PRODUCT UPDATES

During FY2024, we have undertaken significant initiatives to strengthen our operations, enhance investor protection, and boost market efficiency. These efforts reflect our continuing commitment to our core underpinnings of innovation, regulatory compliance, and technological advancement.

These are the highlights of our initiatives and their impact on the market and investors.

i) NSDL Mobile App Enhancements

We have introduced several new features on the NSDL SPEED-e Mobile Application to improve user experience:

• Download Client Master Report (CMR): Users can easily download their CMR.

• Download e-Consolidated Account Statement (e-CAS): Access and download e-CAS seamlessly.

• Enhanced e-Voting: Demat account holders can now conveniently access voting pages from different e-voting service providers with a single sign-on (SSO).

• Display of SMART ODR Link: Direct access to the SMART ODR portal.

• Add and Verify Beneficiaries: Easily add and verify beneficiaries to facilitate off- market transfers.

• Growth in User Base: During the year under review, the number of users who accessed the NSDL Mobile App increased to 5,91,332, up from 5,10,144 in the previous year.

ii) NSDL Consolidated Account Statement (CAS)

During the financial year, NSDL dispatched over 9.35 crore CAS to investors. To enhance the customer experience, we have incorporated the following new features in the NSDL CAS:

• Inclusion of NPS Details: Investments in the National Pension System (NPS) are now included in the CAS, based on consent from clients given to NPS providers, to provide a comprehensive view of all financial assets in a single statement.

• Inclusion of ZCZP Securities: The CAS

now includes Zero Coupon Zero Principal (ZCZP) securities in dematerialised form, reflecting these new instruments in the demat holdings.

• Masking of Personal Details: To protect personal information from unauthorised access, both eCAS and physical CAS (pCAS) now display key personal details (such as mobile number, email address, PAN, and nomination details) in a masked form.

iii) SPEED-e

SPEED-e is an internet infrastructure that enables Depository Participants (DPs) to offer depository services to their clients electronically. This platform is extensively used by DPs to provide an electronic instruction submission facility, bringing convenience to investors and reducing risk for both DPs and investors, thereby enhancing the overall customer experience.

Demat account holders, including Clearing Members, can submit delivery instructions electronically through the SPEED-e website instead of using paper Delivery Instruction Slips. This service can be accessed securely via the internet.

As of March 31, 2024, 226 Participants have subscribed to the SPEED-e service, with more than 17.38 lakh users registered for the e-service facility. During FY2024, over 25.12 crore instructions were executed through SPEED-e, with approximately 94.7% of these instructions processed through the SPEED-e Direct facility.

Further, SPICE (Submission of Power of Attorney-based Instructions for Clients Electronically) facility is designed for demat accounts operated based on eDIS/DDPI/POA- Power of Attorney (POA).

As of March 31, 2024, 3,33,82,711 unique clients have registered for the SPICE facility.

iv) IDeAS

The Internet-based Demat Account Statement (IDeAS) is a secure online service provided by NSDL for demat account holders to view their latest balances, values, and transactions.

During FY2024, the number of IDeAS users increased to 22.68 lakh from 15.52 lakh in the previous year, indicating a growth of around 46.13%. As of March 31, 2024, 440 Clearing Members and all 281 DPs have subscribed to IDeAS.

v) STeADY

STeADY (Securities Trading Information easy Access and DeliverY) revolutionises trade processing by enabling Straight Through Processing (STP), a fully automated workflow. This internet-based platform securely transmits digitally signed and encrypted trade information directly to market participants. With STeADY, institutional investors and their custodians receive electronic contract notes for seamless matching and efficient settlement. By leveraging STeADY, we are committed to delivering a more efficient, secure, and streamlined trading experience for our valued clients.

Growth in FY2024: NSDLs STeADY, experienced phenomenal growth in 202324. The number of trade details processed through STeADY surged by 46% year-overyear, reaching 578.95 crore trade details. The contract notes processed grew by nearly 30%, totalling 1.35 crore in number terms.

By March 31, 2024, 95% of clients had chosen STeADY for their electronic contract processing needs, solidifying its dominance as the leading STP facility in the market.

This widespread adoption is a testament to the efficiency, security, and reliability that STeADY offers.

The STeADY facility is now used by around 250 fund managers (including Mutual Funds, Insurance Companies, Banks, PMS, AIFs, and others), approximately 450 brokers, and 16 custodians.

STeADY Metrics:

Particulars	2019-20	2020-21	2021-22	2022-23	2023-24
ECNs Uploaded (lakh)	33.73	37.46	78.88	104	135
Trade details uploaded (Crore)	292.49	269.27	383.54	396.4	578.95

Fostering Innovation, Nurturing Growth 45

Country-wise (top 10 countries) - FPI Asset Under Custody (AUC) in crore as on March 31, 2024

vi) TRADeS

Transaction Related Alerts of Demat account received through SMS (TRADeS) is an SMS alert facility provided by NSDL. It offers clients important updates about their depository accounts on their mobile phones, facilitating risk mitigation and adding value to our services.

Growth in Usage: As of March 31, 2024,

343.44 lakh investors were registered for TRADeS, up from 300.10 lakh investors as of March 31, 2023. During FY2024, a total of 70.04 crore SMS alerts were sent to clients under this service.

vii) e-Voting

Our e-Voting platform has helped many leading companies to offer e-Voting services to their shareholders, empowering them to exercise their voting rights electronically.

This platform allows investors to actively participate in the companys decision-making process by casting their votes online. It also provides companies with live streaming of meeting proceedings, instantaneous results, tab-based e-Voting services at AGM venues, and e-notices services for companies using the e-Voting platform.

Module of CPE	As on March 2023	As on March 2024
Companies Joined	3,986	4,027
Companies availed e-Voting facility	3,892	4,229
No. of occasions on	22,852	27,156
which companies availed e-Voting facility

5. FOREIGN PORTFOLIO INVESTMENTS

Since introduction of Foreign Portfolio Investors (FPI) regime in India on June 1, 2014, SEBI has assigned NSDL, the responsibility of generating FPI Registration Certificates. NSDL developed a web-based system, FPI Monitor (www.fpi.nsdl. co.in), for Designated Depository Participants (DDPs) to register FPI applicants online and obtain FPI registration numbers and certificates using API technology between NSDL and SEBI.

In FY2024, a total of 862 new FPI applications were registered on the NSDL FPI registration portal, compared to 1,196 in FY2023. DDPs also renewed the registration validity of 2,470 FPIs in FY2024, compared to 3,467 in FY2023. As of March 31, 2023, there were 11,219 FPIs registered on the NSDL FPI website.

NSDL monitors the investment limits of FPI investor groups under the equity segment and Aggregate FPI Debt limits in respect of Corporate Debt. NSDL also monitors FPIs that individually or along with their investor group hold more than 25,000 crore of equity AUM in Indian markets. Additionally, NSDL provides detailed statistical information on the NSDL FPI portal regarding Assets Under Custody and investments by FPIs in India.

Common Application Form (CAF)

NSDL provides a web-based Common Application Form (CAF) on the NSDL FPI Registration portal,

FPI Monitor (www.fpi.nsdl.co.in), for FPI applicants. This form offers a single window clearance for SEBI registration, PAN allotment from the Income Tax Department, KYC, and opening of bank and demat accounts in India.

During FY2023 and FY2024, 2,058 new FPI applications were registered through the NSDL CAF portal, with 1,609 applicants receiving PANs during this period.

FPI Registration via CAF During

2022-23		2023-24
FPI Registration	948	661
with PAN
FPI Registration	248	201
without PAN
Total	1,196	862

FPI Assets Under Custody (AUC) Country-wise (top 10 countries) Data

As of March 31, 2024, the total Assets Under Custody (AUC) of all FPIs was 69.54 lakh crore.

FPIs from the USA, Singapore, and Luxembourg account for 56.11% of the total. FPIs from the USA hold the most, with 27.24 lakh crore (39.18%), followed by Singapore with 6.80 lakh crore (9.78%), and Luxembourg with 4.97 lakh crore (7.15%). The country-wise FPI AUC of the top 10 countries is shown below:

Sr. No	AUC (L lakh crore)	% Age
1 UNITED STATES OF AMERICA	27.24	39.18
2 SINGAPORE	6.80	9.78
3 LUXEMBOURG	4.97	7.15
4 MAURITIUS	4.18	6.02
5 IRELAND	3.83	5.52
6 UNITED KINGDOM	3.33	4.79
7 NORWAY	2.30	3.32
8 CANADA	1.97	2.84
9 JAPAN	1.80	2.59
10 FRANCE	1.60	2.30

FPI Net Investment during FY2024

During FY2024, there was a net FPI inflow of 3,39,066 crore across all segments. The equity segment saw the largest inflow at 2,08,212 crore, while the only positive net outflow was in the Debt- VRR segment at 2,972 crore.

6. OPERATIONS IN GIFT CITY (IFSC)

An International Financial Services Centre (IFSC) has been established at GIFT City, Gandhinagar with the International Financial Services Centers Authority (IFSCA) as the regulatory body. NSDL has joined as a partner in the MII consortium with other MIIs. Within this framework, the MII Consortium has led the formation of India International Bullion Holding IFSC Limited (IIBH), where NSDL holds a 20% stake.

Under IIBH, two wholly-owned subsidiaries have been established:

(i) India International Bullion Exchange IFSC Limited:

Oversees bullion exchange operations.

(ii) India International Depository IFSC Limited (IIDL):

Serves as an international depository for securities and bullion products.

NSDL has provided the software system for securities depository to IIDL, enabling the issuance of Unsecured Depository Receipts (UDRs) for various NASDAQ and NYSE-listed companies.

These UDRs are actively traded on the NSE IFSC platform within GIFT City.

As of March 31, 2024, approximately 212 clients have opened demat accounts with IIDL to hold UDRs.

7. RISK MANAGEMENT 1) Risk Management Framework

NSDL has adopted a Risk Management Framework which is based on CPMI-IOSCO principles.

In accordance with the SEBI (Depositories & Participants) Regulations, 2018, and SEBIs recommendations, NSDL has also constituted a Risk Management Committee. This committee includes Public Interest Directors and an Independent External Person, and it is chaired by a Public Interest Director.

NSDLs Risk Mitigation Strategy

NSDL has institutionalised a comprehensive risk management system that includes proactive reporting to the Risk Management Committee.

This system is supported by internal policies and procedures to ensure compliance. A Chief Risk Officer has been recruited during the year to ensure focussed monitoring of risk parameters.

The following are some of the critical risks in the depository system:

• Business Risk: Impact of market behaviour on the companys revenues and sustainability across business cycles.

• Business Continuity Risk: Potential inability to conduct business and provide services due to damage to physical assets or infrastructure breakdowns caused by natural calamities, accidents, or technical failures.

• Operational Risk: Possible losses from operations due to third-party liability, employee infidelity, electronic and computer crimes, errors, and omissions.

• Financial Risk: Financial risks that can affect the ability of the company to perform its functions.

• Legal and Statutory Risk: Compliance with various laws and regulations governing the company.

• Technological Risk: Risks associated with the increased use of technology in business operations.

Risk mitigation strategy

The Risk Mitigation strategy of NSDL encompasses the following

• Identify Possible Risk Events: NSDL maintains a comprehensive list of potential risks to data, operations, and personnel in the form of risk registers. These registers are regularly reviewed and updated to ensure all potential risk events are identified and controlled.

• Conduct Risk Assessment: All business processes undergo a thorough risk assessment. This involves documenting potential risks and the relevant control designs and safeguards in place to prevent and also to mitigate the impact of these risks if and when they materialise.

• Track Risks: Risks are continuously monitored by internal teams and by external service providers. The effectiveness of the risk mitigation plan is also evaluated periodically to ensure it can address the changing nature of risks.

• Implement Actions and Assess Progress: The

risk mitigation plan is periodically evaluated for its ability to handle evolving risks. The plan is revised and updated as needed to ensure it remains relevant and effective in mitigating risks.

2) Business Continuity Planning (BCP) & Disaster Recovery (DR)

NSDL has a robust policy in place for Business Continuity Planning (BCP) and Disaster Recovery (DR), in compliance with SEBI circulars dated March 26, 2019, and March 22, 2021.

• Disaster Recovery Site (DRS): NSDL has established DRS and also enables periodic conduct of depository operations from the Disaster Recovery Site to ensure readiness in case of a disaster at the primary site.

• Regular Drills: Mock and real scenario exercises are conducted regularly to ensure that operations can be smoothly resumed from the DR site

if needed.

• Near DR Site: NSDL h as implemented a Near DR site as a data bunker for critical applications, providing an additional layer of security and resilience for its operations.

8. INTERNAL CONTROL AND AUDIT

NSDL has well-established processes with clearly defined internal audit roles and responsibilities. Comprehensive operational manuals and standard operating procedures are in place across various departments. An independent audit firm conducts internal and operations audits under the supervision of a designated NSDL person. The Internal Auditors report, along with managements response, is presented to the Audit Committee, which reviews the report and provides advice on improvements in internal controls.

9. ARBITRATION

During FY2024, no new arbitration proceedings were initiated by or against the Company.

10. INVESTOR AWARENESS PROGRAMMES AND TRAINING PROGRAMMES & CERTIFICATION

During the year, NSDL conducted over 2,100 investor awareness programmes in the last financial year which were attended by more than 1.35 lakh investors.

Our flagship digital programme Market Ka Eklavya (MKE) reached more than 58,000 students through 800+ sessions, in various regional languages. The MKE programmes are designed to sow seeds of investor awareness in young minds, across the length and breadth of the country. It is heartening to note that about 50% of the student participants were women.

During the year, NSDL organised 13 training programmes for its participants viz., Depository Participants, Issuers etc, which was attended by more than 300 officials.

11. FILING OF DRHP WITH SEBI

We have filed a Draft Red Herring Prospectus (DRHP) with the SEBI. This development marks a crucial step towards our planned public offering, reflecting our commitment to growth to continue to serve the nation as a capital markets intermediary. SEBI approval for the DRHP is awaited.

12. CYBER SECURITY INITIATIVES

We have established an in-house Security Operations Center (SOC) that operates 24/7 to detect, analyse, contain, and respond to cyber security events. The SOC uses an analytical platform to correlate data from network, security, and server infrastructure.

13. WAY FORWARD

As we reflect on our achievements and progress over the past year, NSDL is committed to continuing its journey of innovation, growth, and excellence. Our strategic vision for the future encompasses several key areas:

i) Digital Transformation

We will accelerate our digital transformation journey, with ease of doing business and investor protection as the core themes to ensure that all our processes and services are efficient, seamless and highly scalable. This transformation will include adoption of newer and modern technologies and solutions for better and safer customer experience.

ii) Expanding Market Reach

NSDL aims to broaden its market reach by introducing new products and services tailored to the evolving needs of our clients. NSDLs open architecture technology facilitates brokers to submit instructions for clients who hold demat accounts with bank-based Participants, based on client consent through eDIS/DDPI or power of attorney.

iii) Enhancing Customer Experience

Customer satisfaction is at the core of our operations. The CRM (Customer Relationship Management) system that has been implemented during 2023-24 will be further enhanced to provide seamless interface with the clients with advanced MIS and tracking mechanisms.

iv) Expansion of Custody Services

Expanding our products and service for our custodial clients will continue to be our strategic focus. This will enable us to provide comprehensive asset servicing solutions for our custodial clients.

v) Promoting Investor Education

NSDL is dedicated to promoting financial education by reaching out to investors across the country. We will expand our educational programmes to include more extensive outreach initiatives, targeting different demographics and regions. We will implement initiatives aimed at increasing financial literacy and awareness beyond tier 3 cities as well as reach out through various campaign via social media and other electronic mediums.

vi) Sustainable Growth

Sustainability will be a guiding principle in our growth strategy. We are committed to adopting environmentally responsible practices and contributing to the social and economic development of the communities we serve through our Corporate Social Responsibilities.

vii) Continue focus on Talent Development

Our employees are our greatest asset. We will continue to invest in their professional development through continuous learning programmes, leadership training, and creating a work environment that fosters trust, innovation and creativity. The HRMS tool implemented in 2023-24 is expected to deliver its full potential in the current year. Attracting and retaining top talent will continue to be our priority to enable achievement of our strategic objectives.

viii) New office at BKC

After 27 years in the current office at Lower Parel, NSDL will be relocating to a new office in the bustling business district of Bandra Kurla Complex (BKC) in August 2024. This move symbolises more than just a change of address. It signifies our readiness to embrace change, adapt to evolving market dynamics, and chart a new course of growth and innovation. The modern infrastructure and state-of-the-art facilities at our new office reflect our commitment to providing world-class services and experiences to our stakeholders, fostering collaboration, innovation, nurturing growth and a conducive environment for our team to innovate and excel.

Conclusion

As we look to the future, NSDL is poised to navigate the dynamic landscape of the financial services industry with resilience and agility. We remain dedicated to our mission of providing reliable, efficient, and innovative depository services, and we are confident that our strategic initiatives will drive sustained growth and success.

We acknowledge with deep humility and gratitude, the exemplary support of the regulator and all our stakeholders in enabling our continuing journey and vision to support a robust and inclusive financial ecosystem that contributes to the overall economic development of the nation.

Notice is hereby given that the Twelfth Annual General Meeting (12^th AGM) of the Members of National Securities Depository Limited ("Company") will be held on Wednesday, August 28, 2024 at 12:00 p.m. (1ST) through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") to transact the following business.

The venue shall be deemed to be Registered Office of the Company (i.e.) 301, 3^rd Floor, Naman Chambers, G Block, Plot No- C-32, Bandra Kurla Complex, Bandra East, Mumbai - 400 051, Maharashtra.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereon

2. To declare dividend of L 1 per equity share, of the face value of L 2 each, for the financial year ended March 31, 2024

To Consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT dividend at the rate I 1 per Equity Share, of the face value of I 2 each (i.e. 50%) for the financial year ended March 31, 2024, on 20 crore (twenty crore) equity shares of the Company aggregating to I 20 crore (Rupees Twenty crore Only) be paid to those Shareholders whose name appears on the register of members, as on the record date."

3. To appoint Mr. Sriram Krishnan (DIN: 07816879) as Non-Independent Director, of the Company who retires by rotation and being eligible, offers himself for re-appointment

To Consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Regulation 25 read with Part C of the Second Schedule of the SEBI (Depositories & Participants) Regulations, 2018, as amended from time to time; Sections 152 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended

from time to time, the Articles of Association of the Company, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and subject to approval of SEBI and such other consent and permission as may be necessary, and subject to such modifications, variations as may be approved, approval of the Members be and is hereby accorded for the re-appointment of Mr. Sriram Krishnan (DIN: 07816879) as Non-Independent Director of the Company, whose period of office is liable to retire by rotation.

RESOLVED FURTHER THAT Managing Director & CEO or Executive Director or Compliance Officer or Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as may be deemed necessary or expedient, including filing of requisite forms or submission of documents with any authority, for the purpose of giving effect to this Resolution."

SPECIAL BUSINESS:

4. Appointment of Mr. Sanjay Panicker (DIN: 03531776) as a Non-Independent Director of the Company

To consider and, if thought fit, pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Regulation 25 read with Part C of the Second Schedule of the SEBI (Depositories & Participants) Regulations, 2018; Sections 152, 160(1), 161 and other applicable provisions of the Companies Act, 2013, as amended from time to time, SEBI Listing Regulations,

Articles of Association of the Company and other applicable provisions and such other consent and permission as may be necessary, and subject to such modifications, variations as may be approved and acceptable, and based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board and subject to approval of SEBI, approval of the Members be and is hereby accorded for the appointment of Mr. Sanjay Panicker (DIN: 03531776), a representative of IDBI Bank Limited, as Non-Independent Director on the Board of the Company, liable to retire by rotation, with effect from the date of approval of SEBI or January 01, 2025 whichever is later.

RESOLVED FURTHER THAT Manag ing Director & CEO or Executive Director or Compliance Officer or Company Secretary of the Company be and are hereby severally authorised to take such steps and to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental, including filing of requisite forms or submission of documents with any authority, for the purpose of giving effect to the aforesaid resolution."

NOTES:

1. The Ministry of Corporate Affairs (MCA), vide General Circular No. 09/2023 Dated September 25,2023 read with General Circular No. 10/2022 dated December 28, 2022, General Circular No. 02/2022 dated May 05, 2022, General Circular No. 19/2021 dated December 08, 2021, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 20/2020 dated May 05, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 14/2020 dated April 08, 2020 and other applicable circulars issued by the Securities and Exchange Board of India (SEBI) has allowed the Companies whose AGMs are due in the year 2024, to conduct their AGMs through Video Conferencing (VC) or Other Audio Visual Means (OAVM). In accordance with, the said circulars

of MCA, SEBI and applicable provisions of the Companies Act 2013 and SEBI Listing Regulations, the 12^th AGM of the Company shall be conducted through VC/OAVM.

2. As the AGM shall be conducted through VC/

OAVM physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice. The proceedings of this AGM shall be deemed to be conducted at the Registered Office of the Company situated at 301, 3^rd Floor, Naman Chambers, G Block, Plot No- C-32, Bandra Kurla Complex, Bandra East, Mumbai - 400 051, Maharashtra, which shall be deemed venue of AGM.

3. Members (Institutional/Corporate Shareholders) are requested to send a scanned copy (PDF/JPEG format) of the Board Resolution/authorisation letter authorising its representatives to attend the AGM through VC/OAVM and to vote on its behalf, pursuant to Section 113 of the Companies Act,

2013 ("the Act") to the Scrutiniser at mihenhalani@ mha-cs.com with a copy marked to the Company at cs-depository@nsdl.com

4. An explanatory statement pursuant to section 102(1) of the Companies Act, 2013 and Secretarial Standard - 2 with respect to Item Nos. 3 & 4 of the Notice is annexed hereto.

ELECTRONIC DISPATCH OF ANNUAL REPORT AND PROCESS FOR REGISTRATION OF EMAIL ID FOR OBTAINING COPY OF ANNUAL REPORT:

5. In accordance with the above MCA and SEBI circulars the financial statements (including notes to accounts, Reports of Board of Directors,

Auditors Report and other documents required to be attached therewith) for the financial year ended March 31, 2024 and the Notice of AGM are being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depository Participant(s).

6. Members holding shares in dematerialised mode are requested to register/update their email addresses with the relevant Depository Participants. In case

of any queries /difficulties in registering the e-mail address, Members may write to cs-depository@ nsdl.com

7. The Notice of the AGM along with Annual Report for the financial year 2023-24, is available on the website of the Company at www.nsdl.co.in

8. Members may send an e-mail request at the email id cs-depository@nsdl.com for obtaining a copy of the notice and Annual report.

PROCEDURE FOR JOINING THE AGM THROUGH VC/OAVM AND E-VOTING:

9. The Members can join the AGM in VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

10. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

11. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended)

and Regulation 44 of SEBI Listing Regulations (as amended), and applicable circulars, the Company is providing facility of e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has availed in-house services for facilitating voting through electronic means on all resolutions set forth in this Notice.

12. The Remote e-Voting period will commence on Friday, August 23, 2024 at 9:00 A.M (IST) and will end on Tuesday, August 27, 2024 at 05:00 P.M. (IST). During this period, the Members, whose names appear in the Register of Members/list of Beneficial Owners as on Wednesday, August 21, 2024, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. The e-Voting module shall be disabled for voting thereafter. The voting right of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date.

13. The facility for e-voting shall be made available during the AGM and members who have not voted or voted on some of the resolutions during the aforesaid voting period are also eligible to vote on all or the remaining resolutions respectively during the AGM.

14. Members have the option to cast their vote on any of the resolutions using the remote e-Voting facility either during the period commencing from Friday, August 23, 2024 to Tuesday, August 27, 2024 or e-Voting during the AGM.

15. The Board of Directors have appointed M/s. Mihen Halani & Associates (COP No.: 12015), Practicing Company Secretaries, as the Scrutiniser to scrutinise the e-voting process of the AGM in a fair and transparent manner and he has consented to act as scrutiniser.

16. The results shall be declared within two working days from conclusion of the Meeting which is within the time stipulated under the applicable laws. The results declared along with the Scrutinisers Report

will be placed on the website of the Company at www.nsdl.co.in.

17. Details of the Directors seeking Appointment under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard - 2 are included in the explanatory statement.

18. The detailed instructions and the process for e-voting are explained herein under:

Step 1: Access to NSDL e-Voting system

A. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

v. Upon confirmation, the message "Vote cast successfully" will be displayed.

For Technical Assistance:

Members facing any technical issues related to login may

reach out the NSDL helpdesk by sending a request at

evoting@nsdl.com or call at no.: 022 - 48867000

B. Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode.

How to Log-in to NSDL e-Voting website?

A. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a Personal Computer or on a mobile.

B. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under Shareholder/Member section.

C. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https:// eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.

D. Your User ID details will be your 8 Character DP ID followed by 8 Digit Client ID

For example, if your DP ID is IN300*** and Client ID is !2****** then your user ID is IN300***12******.

E. Password details for shareholders other than Individual shareholders are given below:

i. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

ii. If you are using NSDL e-Voting system for the first time, you will need to retrieve the initial password which was communicated to you. Once you retrieve your initial password, you need to enter the initial password and the system will force you to change your password.

iii. How to retrieve your initial password?

If your email ID is registered in your demat account or with the company, your initial password is communicated to you on your email ID. Trace the email sent to you from

NSDL from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digits client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your User ID and your initial password.

F. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

i. Click on "Forgot User Details/Password?" option available on www.evoting.nsdl.com.

ii. If you are still unable to get the password by aforesaid option, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

iii. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

G. After entering your password, tick on agree to Terms and Conditions by selecting on the check box.

H. Now, you will have to click on login button.

I. After you click on login button, home page of e-voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General

Meeting on NSDL e-Voting system?

i. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.

ii. Select "EVEN" of company for which you wish to cast your vote during the e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/ OAVM" link placed under "Join Meeting".

iii. Now you are ready for e-Voting as the Voting page opens.

iv. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.

vi. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

vii. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this notice:

i. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID, Name, client master or copy of Consolidated Account Statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to cs-depository@nsdl.com . If you are an Individual shareholder holding securities

in demat mode, you are requested to refer to the login method explained at Step 1 (A) i.e., Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

ii. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

iii. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

GENERAL GUIDELINES FOR SHAREHOLDERS

i. Institutional shareholders (i.e. other than

individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutiniser by e-mail to mihenhalani@mha-cs.com with a copy marked to cs-depository@nsdl.com or evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/Power of Attorney/ Authority Letter etc. by clicking on "Upload Board Resolution/Authority Letter" displayed under "e-Voting" tab in their login.

ii. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

iii. Non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is send through e-mail and holding shares as on the cut-off date, may obtain the login ID and password by sending

a request at evoting@nsdl.com or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" or "Physical User Reset Password" option available on www.evoting.nsdl.com or call on 022 - 48867000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as on the cut-off date may follow steps mentioned in the Notice of the AGM under "Access to NSDL e-Voting system".

iv. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com

or call on no.: 022 - 48867000 or send a request to Pallavi Mhatre, Senior Manager, NSDL at evoting@ nsdl.com

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

19. Member will be provided with a facility to attend the AGM through VC/OAVM through the companys e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the e-Voting instructions mentioned in the notice to avoid last minute rush.

20. Members are encouraged to join the Meeting through Laptops for better experience.

21. Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

22. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

23. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number cs- depository@nsdl.com . The same will be replied by the company suitably.

24. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

PROCEDURE TO RAISE QUESTIONS/SEEK CLARIFICATIONS:

25. As the AGM is being conducted through VC/OAVM, for the smooth conduct of proceedings of the AGM, Members are encouraged to express their views/ send their queries in advance mentioning their name, email id, mobile number at cs-depository@ nsdl.com . Questions/queries received by the Company till 05:00 p.m. on Thursday, August 22, 2024 shall only be considered and responded during the AGM.

26. In addition to the abovementioned step, the Members may register themselves as speakers for the AGM to pose their queries by sending an email mentioning their name, email id, mobile number to cs-depository@nsdl.com till 05:00 P.M. on Monday, August 26, 2024. The Company reserves the right to restrict the number of speakers at the AGM and to allow only those Members who have registered themselves, depending on the availability of time for the AGM.

GENERAL INFORMATION:

27. During the AGM, the Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act, the Register of Contracts or arrangements in which Directors are interested under Section 189 of the Act shall be available for inspection upon request.

28. The Board of Directors have recommended Dividend of I 1 per Equity Share, of the face value of I 2 each (i.e. 50%), for the Financial Year ended March 31, 2024 subject to approval of shareholders at the AGM.

29. If the Dividend on Equity Shares, as recommended by the Board, is declared at the AGM, it will be paid on or before 30 Days from the date of Declaration to all Beneficial Owners/Members in respect of shares held and whose names are on the Companys Register of Members.

30. Wednesday, August 21, 2024 shall be considered as record date for identifying the shareholders entitled for dividend, for the financial year ended March 31, 2024.

31. As per the Finance Act 2020, dividend income is taxable in the hands of shareholders w.e.f. April 1, 2020 at applicable rates and as such the Company is not required to pay any Dividend Distribution Tax (DDT).

32. Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Members.

33. The members are requested to take note of the appointment of Dr. Madhu Sudan Sahoo with effect from April 18, 2023 and Prof. Rajat Moona with effect from January 9, 2024 as Public Interest Directors on the Governing Board of NSDL during the financial year ended March 31, 2024.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT,

2013, RULES MADE THEREUNDER, SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARDS ON GENERAL MEETING (SS-2)

The following statement sets out all material facts relating to the Ordinary Business as mentioned in the accompanying Notice:

Item No. 3: To appoint Mr. Sriram Krishnan (DIN: 07816879) as Non-Independent Director, of the Company who retires by rotation and being eligible, offers himself for re-appointment

Mr. Sriram Krishnan (DIN: 07816879) was appointed as a Non-Independent Director of the Company by the

members vide resolution passed through Postal Ballot on July 19, 2023. Subsequently, an application was made to SEBI for his appointment on the Board of NSDL and SEBI, vide its letter dated August 23, 2023, had approved his appointment on the Board of NSDL. As such, he is liable to retire by rotation in this AGM.

Mr. Sriram Krishnan is not disqualified from being appointed as a director in terms of Section 164 of the Act and has given his consent to act as a director. Accordingly, it is proposed to re-appoint him as a NonIndependent Director of the Company whose period of office shall be liable to retire by rotation.

Other details required to be disclosed in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of Secretarial Standards on General Meetings are below:

Name of the Director	Mr. Sriram Krishnan
Director Identification Number (DIN)	07816879
Designation/category of the Director	Non-Independent Director
Age	52 years
Date of the first appointment	August 23, 2023
Qualifications	• Graduated with Bachelor of Commerce from Bharathiar University • Chartered Accountant • Cost and Management Accountant
Profile, Experience and Expertise in specific functional areas	Mr. Sriram Krishnan has over 28 years of work experience in the Indian banking and capital markets space. He has spent about 22 years with multinational organisations, across corporate and institutional banking, asset management and securities services at various levels of seniority.
	His current role with the NSE, as Chief Business Development Officer, entails establishing and managing business strategy and advocacy, product lifecycle and all business alliances and relationships. He also oversees marketing & corporate communication and economic policy & research.
	In his previous roles, Sriram has worked for over 20 years across HSBC, Citi and Deutsche Bank. In his immediately previous role with Deutsche Bank India, Sriram was Managing Director & Co-Head of Global Transaction Banking.
Directorships held in other companies including equity listed companies and excluding foreign companies as of the date of this Notice	• India International Bullion Holding IFSC Limited • India International Bullion Exchange IFSC Limited • India International Depository IFSC Limited • NSE IFSC Limited • Cogencis Information Services Limited • NSE Investment Limited • NSE Indices Limited
Memberships/Chairmanships of committees of other companies (excluding foreign companies) as on date of this Notice	NIL
Name of listed entities from which the person has resigned in the past three years	• Deutsche Investor Services Private Limited
Relationship with other Directors, Managers, and other Key Managerial Personnel of the Company	He is not related to any other Director, Managers, and other Key Managerial Personnel of the Company.
Shareholding in the Company including shareholding as a beneficial owner	He does not hold by himself or for any other person on a beneficial basis, any shares in the Company.

 

No. of board meetings attended during the year	During FY 2023-2024, Mr. Sriram Krishnan was eligible to attend 5 Board meetings of which he had attended 3 Board Meetings.
Details of Remuneration sought to be paid	He will be paid remuneration in the form of sitting fees within the limit prescribed under the Companies Act, 2013 for attending Board and other Committee meetings.
Remuneration last drawn (FY 2023-2024)	Apart from sitting fees for attending the Board and the Committee meetings, no remuneration is being paid. The sitting fees on behalf of Mr. Sriram Krishnan is paid to National Stock Exchange of India Limited, the nominating Shareholder.
Terms and Conditions of appointment/ reappointment	Mr. Sriram Krishnan shall be liable to retire by rotation and all other applicable terms & conditions as mentioned under the Companies Act, 2013, SEBI (Depositories & Participants) Regulations, 2018 and SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, shall be applicable to him.

Except Mr. Sriram Krishnan being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item no. 3.

The Board of Directors recommends the Ordinary Resolution set out at item No. 3 of the Notice for approval by Members.

Item No. 4: To appoint Mr. Sanjay Panicker (DIN: 03531776) as Non-Independent Director of the Company

Mr. Shailendra Nadkarni was appointed as a Director in the category of Non-Independent Director w.e.f. January 11, 2023. NSDL has received a letter dated June 15, 2024 from IDBI Bank Limited (IDBI) Shareholder of the Company (holding 26.10 % in NSDL), wherein it was informed that Mr. Shailendra Nadkarni is due for retirement from the services of IDBI as at the close of business on December 31, 2024, hence pursuant section 160 of the Companies Act, 2013, IDBI has nominated Mr. Sanjay Panicker, Executive Director of IDBI as a NonIndependent Director on the Governing Board of NSDL effective from January 01, 2025. Mr. Shailendra Nadkarni will tender his resignation as a Non-Independent Director from NSDL on the date of his retirement from IDBI.

As recommended by the Nomination and Remuneration Committee, the Governing Board had proposed the appointment of Mr. Sanjay Panicker, as Non-Independent

Director to Shareholders for their approval. On receipt of the approval of the Shareholders, approval of SEBI would be sought.

Mr. Sanjay Panicker, aged 52 years, holds a Bachelors Degree in Mechanical Engineering and Masters Degree in Business Administration (Finance). He joined IDBI Bank in May 1998. During his tenure with the bank, he has work extensively in corporate financing, infrastructure financing and restructuring of advances. He has worked as Executive Assistant in the Managing Directors office for four years, Thereafter, he has headed to Pune Retail Zone of the Bank. He has also worked in the Finance and Accounts Department of the Bank responsible for balance sheet preparation and handling the strategic investments in subsidiaries and associates of the Bank. As Executive Director, he currently heads the Corporate Strategy and Planning Department and Administration Department in the Bank.

Further, the Company has also received from Mr. Sanjay Panicker a consent to act as a Director in terms of section 152 of the Companies Act, 2013 and a declaration that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013, nor debarred from holding the office of a director by virtue of any SEBI order or any such other regulatory authority.

In view of the above, it is proposed to appoint him as a Non- Independent Director of the Company whose period of office shall be liable to retire by rotation.

Other details required to be disclosed in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of Secretarial Standards on General Meetings are below:

Name of the Director	Mr. Sanjay Panicker
Director Identification Number (DIN)	03531776
Designation/category of the Director	Non-Independent Director
Age	52 years
Date of the first appointment	Not Applicable
Qualifications	B.E (Mechanical), MBA (Finance), CAIIB, CFA (ICFAI, Hyderabad)
Profile, Experience and Expertise in specific functional areas	Mr. Sanjay Panicker, aged 52 years, holds a Bachelors Degree in Mechanical Engineering and Masters Degree in Business Administration (Finance). He joined IDBI Bank in May 1998. During his tenure with the bank, he has work extensively in corporate financing, infrastructure financing and restructuring of advances. He has worked as Executive Assistant in the Managing Directors office for four years, Thereafter, he has headed to Pune Retail Zone of the Bank. He has also worked in the Finance and Accounts Department of the Bank responsible for balance sheet preparation and handling the strategic investments in subsidiaries and associates of the Bank. As Executive Director, he currently heads the Corporate Strategy and Planning Department and Administration Department in the Bank.
Directorships held in other companies including equity listed companies and excluding foreign companies as of the date of this Notice	NIL
Memberships/Chairmanships of committees of other companies (excluding foreign companies) as on date of this Notice	NIL
Name of listed entities from which the person has resigned in the past three years	Not Applicable
Relationship with other Directors, Managers, and other Key Managerial Personnel of the Company	He is not related to any other Director, Managers, and other Key Managerial Personnel of the Company.
Shareholding in the Company including shareholding as a beneficial owner	He does not hold by himself or for any other person on a beneficial basis, any shares in the Company.
No. of board meetings attended during the year	Not Applicable
Details of Remuneration sought to be paid	He will be paid remuneration in the form of sitting fees within the limit prescribed under the Companies Act, 2013 for attending Board and other Committee meetings.
Remuneration last drawn (FY 2023-2024)	Not Applicable
Terms and Conditions of appointment/ reappointment	Mr. Sanjay Panicker shall be liable to retire by rotation and all other applicable terms & conditions as mentioned under the Companies Act, 2013, SEBI (Depositories & Participants) Regulations, 2018 and SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, shall be applicable to him.

Except Mr. Sanjay Panicker being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item no. 4.

The Board of Directors recommends the Ordinary Resolution set out at item No. 4 of the Notice for approval by Members.