You should read the following discussion in conjunction with our Restated Consolidated Financial Information included herein as of and for the Financial Years 2025, 2024 and 2023, including the related notes, schedules and annexures. Our Restated Consolidated Financial Information has been prepared in accordance with Ind AS and restated in accordance with the requirements of Section 26 of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note. Ind AS differs in certain material respects from IFRS and US GAAP. See "Risk Factors External Risk Factors Risks Related to India Significant differences exist between the Indian Accounting Standards (Ind AS) used to prepare our financial information and other accounting principles, such as the United States Generally Accepted Accounting Principles (U.S. GAAP) and the International Financial
Reporting Standards (IFRS), which may affect investors assessments of our Companys financial condition." on page 106.
Our Financial Year commences on April 1 and ends on March 31 of each year, and all references to a particular Financial Year are to the 12 months ended March 31 of that year. Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived from our "Restated Consolidated Financial Information" on page 286.
Unless otherwise indicated, the industry-related information contained in this section is derived from the industry report titled "Assessment of the Depository System, Database Management and Payments Banks in India" July 2025 (the "CRISIL Report"), prepared by CRISIL Intelligence, a division of CRISIL Limited which has been exclusively commissioned and paid for by our Company pursuant to an engagement letter dated June 19, 2025, for the purpose of confirming our understanding of the industry we operate in, in connection with the Offer. The data included in this section includes excerpts from the CRISIL Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated, all financial, operational, industry and other related information derived from the CRISIL Report and included herein with respect to any particular year, refers to such information for the relevant calendar year.
This discussion contains forward-looking statements that involve risks and uncertainties and reflects our current view with respect to future events and financial performance. Actual results may differ from those anticipated in these forward-looking statements as a result of factors such as those set forth under "Forward-looking Statements" and "Risk Factors" on pages 23 and 34, respectively.
Overview
We are a SEBI registered market infrastructure institution ("MII") offering a wide range of products and services to the financial and securities markets in India. Following the introduction of the Depositories Act in 1996, through our Company, we pioneered the dematerialization of securities in India in November 1996. As of March 31, 2025, we are the largest depository in India in terms of number of issuers, number of active instruments, market share in demat value of settlement volume and value of assets held under custody (Source: CRISIL Report). Further, as of March 31, 2025, we have a network of 65,391 depository participants service centres as compared to 18,918 such centres with CDSL.
As a depository, we provide a robust depository framework that enables market participants to participate in the financial and securities markets in India. We also play a central role in developing products and services that will continue to address the growing needs of the financial services industry in India. Using innovative and flexible technology systems, NSDL works to support investors, brokers, issuers and other market participants in the Indian capital markets and aims at ensuring the safety and soundness of Indian securities market by developing settlement solutions that increase efficiency, minimize risk and reduce costs.
Our depository facilitates securities to be held in digital form by investors through accounts known as "Demat Accounts" held with us through depository participants. This includes securities held in dematerialized form with various asset classes namely equities (listed equity and unlisted equity), preference shares, warrants, funds (mutual funds, REITs, InvITs and AIFs), debt instruments (corporate debt, commercial paper, certificate of deposit, pass through certificate, security receipts, government securities, sovereign gold bonds, municipal debt, treasury bill) and electronic gold receipts.
As part of our depository business, we operate a centralized digital book-keeping system that facilitates the holders of securities to hold and transfer their securities in electronic form and enables settlement solutions in an efficient and cost-effective manner. We also facilitate and maintain complete records of the ownership of securities held in dematerialised form with us on behalf of the issuer entity. We provide depository services to investors, issuers, depository participants, financial institutions, stockbrokers, custodians, clearing corporations and other market intermediaries and have established an ecosystem for these entities to integrate with our systems.
Our core depository services provide us with a steady source of recurring revenue, primarily through annual custody fees that we charge issuers of securities and annual maintenance fees we charge depository participants in relation to corporate accounts serviced through our depository platform. We charge a standardized fixed fee per annum for each corporate account, pro-rated according to the month in which such account is opened in our depository platform. We also charge transaction fees to depository participants and issuers of securities for transactions effected through our depository systems. As part of our commitment to the capital markets community in India, we have leveraged our technological infrastructure to cater to the diverse needs of the securities market in India and introduced several additional products, e-services and ancillary value-added services and initiatives directly and through our subsidiaries, NSDL Database Management Limited ("NDML") and NSDL Payments Bank Limited ("NPBL"), thereby emerging as a key enabler for the financial market in India (Source:
CRISIL Report).
The core functions of NSDL are as follows:
Maintaining allotment and transfer of ownership records: One of our core functions is maintaining details of allotment and transfer of ownership records of securities assets held with us through electronic book entries. We deploy and utilize innovative technological systems to support issuers, investors and market intermediaries in the Indian securities market while minimizing risk, reducing operational costs and increasing efficiency of operations.
Facilitating asset servicing: Asset servicing is a core function as it helps ensure the safety and efficient management of all assets held in dematerialised form with us. We hold various asset classes in dematerialised form and leverage our software tools and framework to build a robust and resilient central securities depository system to ensure the continued safekeeping and servicing of assets held with us.
Transaction and other services: The core depository services provided by us include dematerialization of securities, settlement of trades, off-market transfers, pledge of securities, including margin pledges and re-pledges, implementation of client unpaid securities pledgee accounts ("CUSPA") by trading members to ensure the segregation of client securities, and corporate action for issuer companies. In addition to providing core depository services, we also provide several additional services such as e-voting services, consolidated account statement ("CAS"), blockchain-based security and covenant monitoring platform for debentures and non-disposal undertakings ("NDU").
Through our Subsidiaries, NDML and NPBL, we offer a range of IT-enabled solutions through multiple verticals such as e-governance, payments solutions, collaborative industry solutions, regulatory platforms, KYC solutions, insurance repository services, digital banking services, amongst others. Through NDML, some additional services include the automation and e-governance project for special economic zones
("SEZ") pursuant to an agreement with the Ministry of Commerce and Industry, Government of India and a national skills registry that seeks to build a credible record of the employees working in the IT / ITeS industry. Through NPBL, we operate our payments bank business that was launched in October 2018. NPBL has a focus on financial inclusion, bringing within the ambit of financial services for the disadvantaged and low-income population in remote areas of India, NPBL operates on a business-to-business-to-consumer
("B2B2C") model and offers digital banking solutions, inclusive banking products (covering domestic money transfers, savings accounts, micro-ATMs and an Aadhar-Enabled Payment System ("AePS"), prepaid cards (including general purpose reloadable payment cards, gift cards and use case-based cards), merchant acquisition services (including UPI-payment services and point-of-sale solutions) and the distribution of third party products such as life insurance, health insurance and mutual fund schemes.
As on March 31, 2025, we had over 39.45 million active demat accounts held with 294 depository participants registered with us, and our accounts holders were located in more than 99.34% of pin codes in India and 194 countries across the world. During the Financial Year 2025, we witnessed a net increase of 33,758 issuers to 79,773 issuers registered with us as compared to 46,015 issuers as at March 31, 2024. Furthermore, the average number of Demat Accounts opened with us per day for March 31, 2025 was 15,320.
Set forth below are the details of the aggregate number of issuers, listed and unlisted, registered with us, as of March 31, 2025, 2024 and 2023.
| As of March 31, | |||
| Particulars | 2025 | 2024 | 2023 |
(Number of Issuers) |
|||
| Listed Issuers | 6,287 | 5,942 | 5,804 |
| Unlisted Issuers | 73,486 | 40,073 | 35,183 |
| Total number of Issuers | 79,773 | 46,015 | 40,987 |
As on March 31, 2025, we serviced 99.99% of the value of equity, debt and other securities held by foreign portfolio investors in dematerialized form in India (Source: CRISIL Report). We also held assets in custody aggregating to 70,167.65 billion for individuals (including NRIs) and Hindu Undivided Family ("HUFs") accounts, which constituted 67.90% of the total value of such assets under custody in dematerialized across depositories as of March 31, 2025 (Source: CRISIL Report). Similarly, as of March 31, 2025, we held assets in custody in relation to non-residents Indians aggregating to 4,676.01 billion, constituting 85.56% of the total value of such assets held by non-residents Indians under custody in dematerialized form across depositories (Source: CRISIL Report). We also had a market share of 96.98% of the dematerialized value of debt securities in custody aggregating to 52,195.07 billion, as on March 31, 2025 (Source: CRISIL Report).
Our management team led by Vijay Chandok, Managing Director and Chief Executive Officer and comprising qualified and experienced professionals contributes to our growth. We believe that their vision, leadership and adherence to strong corporate governance policies have driven our positive performance in the past and will drive our strategic direction in the future. For details, please see "Our Business Our Strengths Experienced senior management team" on page 223.
We have an established track record of growth in revenue and profits. Between Financial Years 2023 and Financial
Year 2025, our revenue from operations grew from 10,219.88 million to 14,201.46 million. For the similar years, our profit after tax grew from 2,348.10 million to 3,431.24 million. Our EBITDA also grew at a CAGR of 22.48% from 3,286.04 million in Financial Year 2023 to 4,929.43 million in Financial Year 2025. Our EBITDA on a standalone basis grew at a CAGR of 25.36% from 2,821.10 million in Financial Year 2023 to
4,433.59 million in Financial Year 2025. For a reconciliation of our profit for the year to EBITDA, see "Financial Information Other Financial Information" on pages 351 and "Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation" on 20.
Significant Factors Affecting our Financial Condition and Results of Operation
Our financial condition and results of operations are affected by various factors and uncertainties, including those discussed in the section titled "Risk Factors" on page 34. The paragraphs below discuss certain factors that have had, and we expect will continue to have, a significant effect on our financial condition and results of operations.
Trading Volumes and Market Activity
We derive our revenue from operations from a number of sources including transaction fees that we charge Depository Participants, custody fees that we charge issuers and annual fees that we charge Depository Participants and issuers, and fees from other ancillary services provided to market participants through NSDL and our Subsidiaries, NDML and NPBL. We are dependent on transaction fees for a significant portion of our revenue from operations. In the Financial Years 2025, 2024 and 2023, we derived 4,249.60 million, 3,086.34 million and 2,553.82 million, respectively, of our revenue from operations from transaction fees, constituting 29.92%,
24.34% and 24.99% of our revenue from operations, respectively. Among other factors, our transaction fees are primarily dependent on the number of transactions effected by Depository Participants registered with us whereas our issuer-related charges are dependent on the number of listed and unlisted securities and the number of investors per security issued by issuers through Depository Participants registered with us. Some of these factors are beyond our control and dependent on general market conditions, macro-economic factors (such as interest rates and inflations), competition, and regulatory changes, each significantly influencing the trading volumes for securities.
As we maintain a fixed cost structure across our transaction, custody and annual fees, we benefit from an increase in trading volumes and resulting revenues that can positively affect our margins. Conversely, if transaction volumes and revenues decline, we may not be able to adjust our cost structure to offset the associated revenue loss, which could adversely affect our profitability.
In addition to our core depository business, we provide several ancillary services through NSDL and our Subsidiaries. We are actively exploring opportunities to provide existing users of our depository services to avail our ancillary services, including our e-voting, e-AGM and foreign investment limit monitoring (FILM) for institutional investors. Our success in these businesses is also heavily influenced by our ability to adapt to changing market conditions and develop innovative products and services that meet the evolving needs of our customers.
Macro-Economic Considerations including Indias Economic Condition and Demat Account Penetration
The capital markets have played a pivotal role in development of the Indian economy with the amount of total capital raised (equity and debt) increasing from 919.5 billion in Financial Year 2019 to 2,181.2 billion in
Financial Year 2025 (Source: CRISIL Report). This market is expected to grow further with capital raised from the primary market through public and rights issues increasing about 113% y-o-y in Financial Year 2025 and about 42% y-o-y in Financial Year 2024 (Source: CRISIL Report). The Demat Account penetration in India is 13.4% in Financial Year 2025 and 10.6% in the Financial Year 2024, and presents a huge opportunity to depositories for growth in the overall business considering Indias population is more than 1.44 billion as of calendar year 2024. (Source: CRISIL Report).
We are Indias first depository and the largest depository in terms of number of issuers, number of active instruments, market share in demat value of settlement volume and value of assets held under custody as of March 31, 2025 (Source: CRISIL Report). We continue to benefit from the growth in the Indian capital markets. Our revenue from operations increased from 10,219.88 million in Financial Year 2023 to 12,682.44 million in Financial Year 2024, and 14,201.46 million in Financial Year 2025.
General macro-economic conditions have a considerable impact on financial and securities markets and the availability of capital, as well as investor confidence, is influenced by the health of the economy. As all our assets and market participants are in, or have businesses related to, India, we are significantly impacted by economic conditions in India and are reliant on the health and stability of the Indian economy. Changes in the Indian economy (including market volatility) or the outlook for the capital markets and financial services industries can affect our revenues, primarily through fluctuations in trading volumes, new listings and clearing and settlement volumes, among other factors. Our business can also be impacted by such economic conditions which may affect new listings or offerings by issuer clients, leading to a reduction in the number or size of new securities offered and impacting our ability to generate revenue.
Emergence of new age fin-tech brokers
We derive a significant portion of our revenues from annual fees charged to Depository Participants and issuers, custody fees charged to issuers and transaction fees charged to Depository Participants on all on-market and off-market transactions carried out by them. These fees are linked to the market share of Depository Participants registered with us and have a significant impact on our revenue from operations. Recently, there has been an emergence of a new kind of Depository Participant known as new age fin-tech brokers or discount brokers, who have revolutionized the Indian capital markets with a low-cost digital business model (Source: CRISIL Report). Leveraging their low operational costs, these new age fin-tech brokers have been able to transfer this benefit to their clients by significantly bringing down the cost of investing. This is achieved by charging minimal brokerage fees and introducing demat accounts with almost zero brokerage fees. As of March 31, 2025, these new age fin-tech brokers had a market share of 70.00% as compared to 5.00% in Financial Year 2016 (Source: CRISIL Report).
The increasing financial literacy among Indias technologically proficient young population, coupled with the availability of almost zero brokerage services offered by these new age fin-tech brokers through digital platforms, has resulted in a rapid expansion of market share for these new age fin-tech brokers (Source: CRISIL Report). Consequently, to ensure that we maintain a significant market share of the depository service market in India, we strive to increasingly onboard such new age fin-tech brokers. To effectively respond to this challenge, we have focused on enhancing our technology and digital capabilities to streamline our operations and improve the customer experience.
Our Payments Bank Business
We have strategically diversified our business by operationalizing our payments bank business through NPBL in 2018 which, over time, has emerged as a significant revenue stream for us. The success of NPBL can be attributed to several key factors, including the demand for digital payment solutions, widespread adoption of mobile banking, and a favorable regulatory environment for digital payments solutions in India. We have capitalized on these opportunities, resulting in a successful expansion into the payments bank business. For instance, in the
Financial Years 2025, 2024 and 2023, our income from banking services was 7,199.34 million, 7,192.40 million and 5,407.78 million, respectively, constituting 50.69%, 56.71% and 52.92%, of our revenue from operations, respectively. We expect the payments bank business in India to be poised for continued growth, with the digital payments landscape expected to further evolve and the Indian governments efforts towards financial inclusion likely to drive success in this segment.
Our Ability to Incorporate and Maintain Technology Advancements and Manage Key Expenses
The effective functioning of our businesses and our financial performance relies upon our ability to incorporate and maintain technology advancements to offer secure, fast, and reliable services to market participants. The maintenance and enhancement of our IT infrastructure is a critical aspect in this regard as it serves as the foundation for our future growth and expansion, while ensuring the safety and reliability of Indias capital markets ecosystem. Since inception, we have allocated significant resources towards the upgradation of our IT systems. Set forth below are the details of our expenditures towards repairs and maintenance system, system support charges, and our capital expenditure on information technology during the Financial Years 2025, 2024 and 2023.
| For the Financial Year | |||
| Particulars | 2025 | 2024 | 2023 |
(in million, unless otherwise stated) |
|||
| Revenue Expense | |||
| Repairs and maintenance system | 644.28 | 552.22 | 447.00 |
| System support charges | 87.59 | 59.74 | 48.26 |
| Total revenue expense | 731.87 | 611.96 | 495.26 |
| Total revenue expense as a percentage of total expenditure (%) | 6.75% | 6.06% | 6.27% |
| Capital Expenditure | |||
| Capital expenditure in relation to information technology* | 460.30 | 289.32 | 191.74 |
| Total capital expenditure as a percentage of total expenditure (%) | 4.25% | 2.87% | 2.43% |
* Excluding capital work in progress and intangible assets under development.
Further, set forth below are the details of our expenditure towards repairs and maintenance system and capital expenditure in relation to information technology for our depository business for the Financial Years 2025, 2024 and 2023.
| For the Financial Year | |||
| Particulars | 2025 | 2024 | 2023 |
(in million, unless otherwise stated) |
|||
| Revenue Expense | |||
| Repairs and maintenance system | 651.61 | 560.32 | 457.02 |
| Total revenue expense as a percentage of total expenditure (Depository Business) (%) | 21.07% | 23.00% | 21.37% |
| Capital Expenditure | |||
| Capital expenditure in relation to information technology* | 304.10 | 111.90 | 81.82 |
| Total capital expenditure as a percentage of total expenditure (Depository Business) (%) | 9.83% | 4.59% | 3.83% |
*Excluding capital work in progress and intangible assets under development.
The advanced electronic systems we operate today enable us to consistently execute and settle transactions. To keep our systems and processes current, we are focused on enhancing efficiency by digitizing operational processes across a range of functions such as client onboarding and centralized servicing, and re-evaluating process flows to enable seamless journeys with minimal manual intervention and first-time resolution. We constantly strive to enhance our technology stack to manage increasing transaction volumes, adopt a mobile-first approach in relevant areas, transform applications to enhance operational efficiency, and develop do-it-yourself (DIY) journeys to improve system performance and resiliency. As result of increase in our customer base and transactional volume driven by our technological upgradation, our segment-wise revenue generated from our operating segments for the Financial Years 2025, 2024 and 2023, also expressed as a percentage of total revenue from operations for such years, as mentioned below:
| For the Financial Year | ||||||
| 2025 | 2024 | 2023 | ||||
| Segment | Revenue ( in million ) | (% of Total Revenue from Operations) |
Revenue (Rs in Million) | (% of Total Revenue from Operations) |
Revenue ( in million ) | (% of Total Revenue from Operations) |
| Depository | 6,186.04 | 43.56% | 4,730.34 | 37.30% | 4,091.46 | 40.03% |
| Banking services | 7,199.34 | 50.69% | 7,192.40 | 56.71% | 5,407.78 | 52.92% |
| Database management | 816.08 | 5.75% | 759.70 | 5.99% | 720.64 | 7.05% |
| Total Revenue | 14,201.46 | 100.00% | 12,682.44 | 100.00% | 10,219.88 | 100.00% |
Regulatory Oversight and Changes in Governmental Policy and Regulation
Our operations are subject to regulation by SEBI, the RBI and IRDAI and rules, regulations, guidelines and notifications made and issued by these authorities. This includes the SEBI D&P Regulations, the Guidelines for Licensing of Payments Banks, the SEBI KRA Regulations and the IRDAI (Indian Insurance Companies)
(Amendment) Regulations, 2021, among others. For more information, see "Key Regulations and Policies in India" on page 242.
Our core depository business operations, including the introduction of new products and the fees imposed for the provision of depository services, are subject to stringent regulatory oversight. We are obligated to comply with regulatory directives when modifying the fees associated with our depository services. Any change in or interpretation of existing, or the promulgation of new, laws, rules and regulations can have a material impact on our operations. We may have to incur increased costs, change our business model and bear other burdens relating to compliance with such requirements, which may require significant management time and other resources. For instance, on February 23, 2024 and May 13, 2025, IRDAI had advised NDML to operate its insurance repository business via a separate company. NDML is in the process of preparing its proposal for submission to IRDAI. The setting up of a separate company, which will be a new subsidiary, and investment into such company will be required to be approved by the Company and SEBI. For further details, see "Risk Factors We may, on our own accord pursuant to commercial requirements or pursuant to directions from regulators, divest our stake in our Subsidiaries, or may demerge certain of our businesses into a new entity" on page 94.
Changes in government policy, tax policy, tax treaties between India and other countries, and the level and volatility of interest rates fixed by the RBI can have an impact on investment patterns in India, which can materially affect our business. For instance, NDMLs SEZ Online business operates under authorization from the
Ministry of Commerce & Industry, Government of India and provides a platform for SEZ units, developers, and co-developers to file custom transactions and administrative filings. The Government of India had announced a plan to process the customs functions of SEZ Online systems through the Indian Customs Electronic Data
Interchange Gateway ("ICEGATE") system, which will facilitate online payment of duties. Accordingly, Ministry of Commerce & Industry ("MOCI") issued notification for SEZ units from non-IT SEZs to file customs transactions for merchandise on ICEGATE portal effective July 1, 2024. Correspondingly, filing of customs transactions through ICEGATE have begun. Pursuant to its notification dated March 25, 2025, MOCI has further extended the timeline for shifting from SEZ Online System to ICEGATE in relation to certain modules, until further orders are issued in this regard. When such shifting from SEZ Online System to ICEGATE is completed, while the service category of the customs transaction will continue to be processed by NDML, NDML will no longer be involved in the processing of the merchandise category of the customs transactions for SEZs which will result in a significant loss of revenue for us. Similarly, the Government of India has proposed to replace the Special Economic Zones Act, 2006 with a new legislation namely, Development of Enterprise and Service Hubs
(DESH). For more information, see "Risk Factors - Proposed changes in the Government policies and other factors beyond our control may result in a potential loss of revenue for NDMLs SEZ Online business" Additionally, our KRA business may be adversely impacted if we receive regulatory mandates to transfer all the
KYC records maintained by us to a central KYC system, which would affect our revenue stream generated from charging for granting download access for documents. For more information, see "Risk Factors NDMLs KRA operations are subject to certain regulatory mandates and market risks, which may adversely affect our results of operations" on page 94.
Significant Accounting Policies
Basis of Preparation
Our Restated Consolidated Financial Information comprise the restated consolidated statement of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss including other comprehensive income, the restated consolidated statement of changes in equity, the restated consolidated statement of cash flows for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, and accompanying restated statement of significant accounting policies, and notes to the restated financial information along with other explanatory notes (collectively the "Restated Consolidated Financial Information").
The Restated Consolidated Financial Information has been prepared by us for the purpose of inclusion in this Red Herring Prospectus to be filed with SEBI and BSE in connection with the Offer. The Restated Consolidated Financial Information has been prepared in terms of the requirements of:
Section 26 of Part I of Chapter III of the Companies Act; relevant provisions of the SEBI ICDR Regulations; and
the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India, as amended.
The Restated Consolidated Financial Information has been compiled from our audited consolidated financial statements as at and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, prepared in accordance with the Indian Accounting Standards as prescribed under Section 133 of the Companies Act read with relevant rules issued thereunder, as amended, and other accounting principles generally accepted in India, which have been approved by our Board at its meetings held on May 23, 2025, May 14, 2024 and May 23, 2023, respectively. The accounting policies have been consistently applied by us in preparation of the Restated Consolidated Financial Information to all the years presented.
The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the board meetings on the audited consolidated financial statements mentioned above.
The Restated Consolidated Financial Information has been prepared on the historical cost basis, except for the certain assets and liabilities (refer accounting policy regarding financial instruments) and share based payments which have been measured at fair value as per Ind AS 102.
The Restated Consolidated Financial Information has been prepared on a going concern basis as our management is satisfied that we shall be able to continue our business for the foreseeable future and no material uncertainty exists that may cast significant doubt on the going concern assumption. In making this assessment, our management has considered a wide range of information relating to present and future conditions, including future projections of profitability, cash flows and capital resources.
The Restated Consolidated Financial Information:
has been prepared after incorporating adjustments in respect of changes in the accounting policies, material errors, if any, and regrouping / reclassifications retrospectively as at and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023; and does not require any adjustment for qualifications as there are no qualifications in the underlying auditors reports which require any adjustments.
Presentation of the Restated Consolidated Financial Information
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, Level 2 or Level 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurements in its entirety which are described as follows:
Level 1: inputs are quoted (unadjusted) prices in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2: inputs are such inputs, other than quoted prices included in level 1, that are observable for the asset or liability either directly or indirectly.
Level 3: inputs are unobservable inputs for the assets or liability.
The Restated Consolidated Financial Information is presented in Indian Rupees (INR), which is also our functional currency, and all values are rounded to the nearest million, except when otherwise indicated.
Basis of Consolidation
The Restated Consolidated Financial Information incorporate the financial information of our Company, our Subsidiaries, and our associate company. Control is achieved when we:
have power over the investee;
are exposed, or have rights, to variable returns from its involvement with the investee; and have the ability to use its power to affect its returns.
We reassess whether or not we control an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when we obtain control over the subsidiary and ceases when we lose control of the subsidiary. Profit or loss and each component of other comprehensive income are attributed to our owners. Total comprehensive income of subsidiaries is attributed to our owners. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the group are eliminated in full on consolidation.
Principles of Consolidation
The Restated Consolidated Financial Information relate to our Company, our Subsidiaries and include the share of profit/(loss) including other comprehensive income in our associate company. The consolidated financial information has been prepared on the following basis:
the restated financial information of the Subsidiaries is drawn up to the same reporting date as that of our Company for each of the reporting period covered by Restated Consolidated Financial Information; and the restated financial information of our Company and our Subsidiaries have been combined on a line-byline basis by adding together like items of assets, liabilities, income and expenses, after eliminating intragroup balances, intra-group transactions and resulting unrealised profits or losses, unless cost cannot be recovered.
Investment in Associates - Investments in entities where we have significant influence (associate) is accounted under the equity method as prescribed by Indian Accounting Standard 28 Investments in
Associates and Joint Ventures ("Ind AS 28"). Under the equity method, on initial recognition the investment in an associate has been recognized at cost, and the carrying amount has been increased or decreased to recognize our share of the profit or loss of the investee after the date of acquisition. Our share of the investees profit or loss has been recognized in the statement of profit or loss.
The following companies have been considered in the preparation of the Restated Consolidated Financial Information:
| Name of the Entity | Relationship | Country of Incorporation | Ownership held by | % of holding and voting power either directly or indirectly at each reporting period covered under the Restated Consolidated Financial Information |
| NSDL Database Management Limited | Subsidiary | India | National Securities Depository Limited | 100% |
| Name of the Entity | Relationship | Country of Incorporation | Ownership held by | % of holding and voting power either directly or indirectly at each reporting period covered under the Restated Consolidated Financial Information |
| NSDL Payments Bank Limited India International | Subsidiary | India | National Securities Depository Limited | 100% |
| Bullion Holding IFSC Ltd | Associate | India | National Securities Depository Limited | 20% |
The Restated Consolidated Financial Information has been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible, in the same manner as our separate restated financial statements.
Revenue Recognition
We have applied Ind AS 115, "Revenue from Contracts with Customers" which establishes a comprehensive framework for determining whether, how much and when revenue is to be recognised. Under Ind AS 115, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled to in exchange for rendering services to a customer. The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances related to contracts with their customers.
We derive revenue primarily from services to corporates and capital market intermediary services. We recognise revenue when the significant terms of the arrangement are enforceable, services have been delivered and the collectability is reasonably assured. We recognise revenue based on two main models, services rendered at a point in time and services rendered over time:
Services rendered at a point in time
Revenues and costs relating to time and service contracts are recognised as the related services are rendered.
Services rendered over time
Revenue from annual fee contracts is recognised proportionately over the period of the contract. When services are performed through an indefinite number of repetitive acts over a specified period of time, revenue is recognised on a straight-line basis over the specified period or under some other method that better represents the stage of completion. We account for pricing incentives to customers by reducing the amount of revenue.
Interest income is accounted on accrual basis. For financial instruments measured at amortised cost, interest income is recorded using the effective interest rate ("EIR"). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. Dividend income is accounted for when the right to receive it is established.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership to the lessee.
As a Lessee
At the date of commencement of the lease, we recognize a right-of-use asset and a corresponding lease liability for all the lease arrangements in which we are a lessee, except for leases with a term of 12 months or less (short-term leases) and low value leases. For these short-term and low value leases, we recognize the lease payments as an operating expense on a straight-line basis over the term of the lease.
Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. The right-of-use assets and lease liabilities include these options when it is reasonably certain that they will be exercised. The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e., the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit to which the asset belongs.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if we change our assessment if whether we will exercise an extension or a termination option. Lease liability and right-of-use asset have been separately presented in the balance sheet and lease payments have been adjusted towards rent expenses in the statement of profit and loss.
Employee Benefits
Employee benefits include provident fund, superannuation fund, gratuity fund, and compensated absences.
Defined Contribution Plan
Our contribution to provident fund and superannuation fund are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.
Superannuation
We contribute a sum equivalent to 15% of annual basic salary of the eligible employees to an insurance company which administers the fund. We recognise such contributions as an expense during the period / year they are incurred.
Provident Fund
Employees are entitled to receive benefits in respect of provident fund, in which both, we and the employees, make monthly contributions at a specified percentage of the covered employees salary (currently 12% of employees basic salary).
Defined Benefit Plans
Gratuity
We account for the net present value of our obligations for gratuity benefits based on an independent external actuarial valuation determined on the basis of the projected unit credit method carried out at the balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in retained earnings and is not reclassified to profit and loss. Past service cost is recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit cost are categorised as follows: service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements); net interest expense or income; and remeasurement
Other Employee Benefits:
Performance Incentive and Compensated Absences
The amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the period / year when the employees render the services. These benefits include performance incentive and compensated absences which are expected to occur within 12 months after the end of the period in which the employee renders the related service.
We account for the net present value of its obligations for compensated absences based on an independent external actuarial valuation carried out at the balance sheet date. The cost of short-term compensated absences is accounted as under:
in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and in case of non-accumulating compensated absences, when the absences occur.
Share Based Payment Reserve:
Our Subsidiary, NPBL, has employee stock option schemes under which the eligible employees and key management personnel are granted stock options. Stock options granted are measured at fair value on the grant date using Black-Scholes model and amortised over the vesting period as share-based payment with corresponding credit in share-based payment reserve. On exercise of the stock options, balance in share-based payment reserve is transferred to securities premium account.
Method used for accounting for share-based payment plan
The stock options granted to employees pursuant to NPBLs stock options schemes, are measured at the fair value of the options at the grant date using Black-Scholes model. The fair value of the options determined at grant date is recognised as employee compensation cost over the vesting period on straight line basis over the period of option, based on the number of grants expected to vest, with corresponding increase in equity
Tax on Income
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current Tax
The tax currently payable is based on taxable profit for the period / year. Taxable profit differs from ‘profit before tax as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, in accordance with the Income Tax Act, 1961 and the Income Computation and Disclosure Standards prescribed therein. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. We periodically evaluate positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establish provisions where appropriate.
Deferred Tax
Deferred tax is recognised on the temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting year and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting year.
Current and Deferred Tax for the period / year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.
Property, Plant and Equipment
Property, plant and equipment carried at cost less accumulated depreciation and amortisation and impairment losses, if any. The cost comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use.
Capital Work-in-Progress:
Projects under which tangible fixed assets that are not yet ready for their intended use are carried at cost, comprising direct cost, related incidental expenses, and interest attributable.
Intangible Assets
Intangible assets purchased are measured at cost as of the date of acquisition less accumulated amortization and accumulated impairment, if any.
Intangible Assets under Development
Projects under which intangible assets that are not yet ready for their intended use are carried at cost, comprising development expenses and software expenses.
Depreciation and Amortisation
Depreciation is charged so as to write off the cost of assets other than capital work-in-progress less its estimated residual value over the useful lives as prescribed in Schedule II to the Companies Act, using the straight-line method except for the new office building for which useful life of 35 years has been adopted as determined by technical expert.
Depreciation on addition/(disposal) is provided on a pro-rata basis.
Intangible assets are amortized on a straight-line basis. Computer software is amortised over useful life of assets. However, in case of our Subsidiary, NDML, computer software is amortised over 48 months or useful life, whichever is lower.
Provision and Contingencies
A provision is recognised when we have a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions are discounted to their present value and are determined based on the best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the notes to the Restated Consolidated Financial Information. Contingent assets are not recognised /disclosed in the Restated Consolidated Financial Information.
Contingent Liabilities and Assets
Contingent liabilities are when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent liabilities are not recognised but are disclosed in the notes.
Contingent asset is a possible asset that arises from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the enterprise. Contingent assets are neither recognised nor disclosed in the restated consolidated financial information.
Foreign Currency Transactions and Balances
Transactions in foreign currency are translated into the respective functional currencies using the exchange rates prevailing at the dates of the respective transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the exchange rates prevailing at reporting date of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of profit and loss and reported within foreign exchange gains/ (losses).
Financial Instruments
Financial assets and financial liabilities are recognised when we become a party to the contractual provisions of the instruments. All financial instruments are recognised initially at fair value.
Financial Assets
Financial assets are (investment in mutual funds, non-convertible debentures, bonds, and government securities) classified into the following specified categories: financial assets "at amortised cost", "fair value through other comprehensive income", "fair value through profit or loss". The classification depends on the entitys business model for managing the financial assets and the contractual cash flow characteristics of the financial asset at the time of initial recognition.
Financial assets are recognised as per our business model. All financial assets are recognized initially at fair value, plus, in the case of financial assets not recorded at fair value through profit or loss, transaction cost that is attributable to the acquisition of the financial asset. However, trade receivables that do not contain a significant financing component are measured at transaction price. Transaction costs directly attributable to the acquisition of financial assets measured at fair value through profit or loss are recognized immediately in the Statement of Profit and Loss.
All equity instruments are measured at fair value other than investments in unquoted equity shares including investment in subsidiaries and associates. Equity instruments held for trading is classified as fair value through profit or loss ("FVTPL"). For all other equity instruments, we may make an irrevocable election to present subsequent changes in the fair value in other comprehensive income. We make such election on an instrument-by-instrument basis.
Income and expense are recognised on an effective interest basis for debt instrument. All other investments are classified as FVTPL. We use valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Impairment of Financial Assets
In accordance with Ind AS 109, we apply expected credit loss model for measurement and recognition of impairment loss. Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.
Objective evidence of impairment could include:
significant financial difficulty of the users or counterparty; or default or delinquency in interest or principal payments; or
it becoming probable that the borrower will enter bankruptcy or financial reorganization.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade and other receivables. For financial assets measured at amortised cost, if, in a subsequent year, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
Expected Credit Losses on Trade Receivables
For trade receivables we measure the loss allowance at an amount equal to lifetime expected credit losses. Further, for the purpose of measuring lifetime expected credit losses for trade receivables, we follow simplified approach as permitted under Ind AS 109.
De-recognition of Financial Assets
We derecognise a financial asset only when the contractual rights to the cash flows from the asset expire, or when we transfer the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If we neither transfer nor retain substantially all the risks and rewards of ownership and continue to control the transferred asset, we recognise its retained interest in the asset and an associated liability for amounts it may have to pay. If we retain substantially all the risks and rewards of ownership of a transferred financial asset, we continue to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
Impairment of Non-Financial Assets
We assess at each reporting date whether there is any observable evidence that a non-financial asset or a company of non-financial assets is impaired. If any such indication exists, we estimate the amount of impairment loss. An impairment loss is calculated as the difference between an assets carrying amount and recoverable amount.
Losses are recognised in statement of profit and loss and reflected in an allowance account. When we consider that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, then the previously recognised impairment loss is reversed through the statement of profit and loss.
Financial Liabilities and Equity Instruments
Classification as Debt or Equity
Financial liabilities and equity instruments issued by us are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deduction all of its liabilities.
Financial Liabilities:
Initial Recognition and Measurement:
Financial liabilities are recognised when we become a party to the contractual provisions of the instrument. Financial liabilities are initially measured at the amortised cost unless at initial recognition, they are classified as fair value through profit and loss.
Subsequent Measurement
Financial liabilities are subsequently measured at amortised cost using the effective interest rate method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair value recognised in the statement of profit and loss.
Derecognition of Financial Liabilities
We derecognise financial liabilities when, and only when, our obligations are discharged, cancelled or they expire.
Cash and Cash Equivalents
Cash and cash equivalents comprise of cash on hand, balances in current account and demand deposits with banks having an original maturity of three months or less. These do not include bank balances earmarked/restricted for specific purposes. Bank balances other than cash and cash equivalents comprise of demand deposits with banks having an original maturity of more than three months.
Use of Estimates and Judgement
Preparation of the Restated Consolidated Financial Information in conformity with Ind AS requires our management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, incomes, expenses, disclosure of contingent assets and disclosure of contingent liabilities. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the Restated Consolidated Financial Information is included in the following note:
Useful lives of Property, Plant and Equipment/ Intangible Assets
Property, Plant and Equipment/ Intangible Assets are depreciated/amortised over their estimated useful lives, after taking into account estimated residual value. The useful lives and residual values are based on our historical experience with similar assets and taking into account anticipated technological changes or commercial obsolescence. Our management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation / amortisation to be recorded during any reporting period. The depreciation / amortisation for future periods is revised, if there are significant changes from previous estimates and accordingly, the unamortised/depreciable amount is charged over the remaining useful life of the assets.
Contingent Liabilities and Assets
Contingent Liabilities are disclosed when there is a possible obligation arising from the past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from the past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
Income Taxes
Our tax jurisdiction is in India. Significant judgments are involved in determining the provision for income taxes, deferred tax assets and liabilities including the amount expected to be paid or recovered in connection with uncertain tax positions.
Expected Credit Losses on Trade Receivables
We estimate the probability of collection of trade receivable by analysing historical payment patterns, customer status, customer creditworthiness and current economic trends. If the financial condition of a customer deteriorates, additional allowances are made.
Employee Benefits
Defined employee benefit assets / liabilities determined based on the present value of future obligations using assumptions determined by us with advice from an independent qualified actuary.
Earnings / Loss per share
The basic Earnings Per Share ("EPS") is computed by dividing the net profit/(loss) after tax for the year attributable to the Equity Shareholders of the Holding Company by the weighted average number of equity shares outstanding during the year.
Diluted earnings per share is calculated by dividing the net profit or loss (after tax) for the year attributable to equity shareholders and the weighted average number of equity shares outstanding during the year, both adjusted for the effects dilutive potential equity shares.
Operating Cycle
Based on our activities and the normal time between acquisition of assets and their realisation in cash or cash equivalents, we have determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.
Recent pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has notified Ind AS 117 "Insurance Contracts" and amendments to Ind AS 116 "Leases", relating to sale and leaseback transactions, applicable w.e.f. April 1, 2024. We have reviewed the new pronouncements and based on our evaluation has determined that we have not entered into transactions covered under Ind 117 & amendments to Ind AS 116 and therefore, there is no impact on the consolidated financial information.
Key Components of our Statement of Profit and Loss
The following descriptions set forth information with respect to the key components of our statement of profit and loss.
Total Income
Total Income consists of revenue from operations and other income.
Revenue from operations. Revenue from operations comprises the following components:
annual fees: We charge an annual fee from depository participants for all corporate demat accounts registered with us and DMS software provided by us to depository participants. We also charge annual fees from issuers of securities for monitoring their foreign investment limits, from mutual funds for the downloading facility for beneficial owners statements and transfer feeds, from SEZ units for our system usage, from insurance companies in relation to credit of policies in a dematerialized format, annual usage fees for generation of IT professional identification number for registrations with NSR and annual fees for STeAdy, annual fees in relation to usage of Cloud DPM, annual fees from depository participants for value-added services such as DPM plus, STP navigator, E-signer, and annual usage fees from issuers to provide RTA services. Such fee is generally charged at the beginning of each financial year or charged on a recurring basis annually on the date when the entity registered with us. custody fees: We charge issuers and other corporate clients custody fees to admit their securities to our platform and offer demat facilities to their shareholders. This fee is calculated at 11 per folio, subject to a minimum amount based on slab of the nominal value of admitted securities. registration fees: We charge registration fees from issuers and RTAs to register themselves on our platform and to avail our services. transaction fees: We charge our corporate clients and depository participants transaction fees in relation to transactions such as securities settlements and corporate actions effected through our depository systems. Further, transaction fees also include charges in relation to our e-Voting and CAS facilities, pledge fees, margin pledge fees, non-disposal undertaking fees, fees for providing digital contract notes, SEZ transaction fees, fees for uploading and downloading KRAs and fees for insurance policy credits. software license fees: Depository participants registered with us are required to deploy requisite technology infrastructure for their operations. Consequently, we charge an annual software license fees for the software provided by us to the Depository Participants for operational efficiency. communication fees: We charge annual communication fees to depository participants for connectivity charges determined by the bandwidth utilization of their operations. income from banking services: This relates to income generated from the banking services provided by our Subsidiary, NPBL. Such income includes interchange fees in relation to transactions undertaken through AePS, micro-ATMs and domestic money transfer services, issuance of prepaid cards, fees from account opening and commission on cash management services and other products.
other operating income: This includes fees charged by us for carrying out a change of RTAs and fees for training provided by us to depository participants in relation to our depository participant management software.
Our operating segments are depository business, banking services and database management. Set forth below is the segment-wise revenue generated from our operating segments for the Financial Years 2025, 2024 and 2023, also expressed as a percentage of total revenue from operations for such years.
| For the Financial Year | ||||||
| 2025 | 2024 | 2023 | ||||
| Segment | Revenue ( in million ) | (% of Total Revenue from Operations) |
Revenue (Rs in Million) | (% of Total Revenue from Operations) |
Revenue ( in million ) | (% of Total Revenue from Operations) |
| Depository | 6,186.04 | 43.56% | 4,730.34 | 37.30% | 4,091.46 | 40.04% |
| Banking services | 7,199.34 | 50.69% | 7,192.40 | 56.71% | 5,407.78 | 52.91% |
| Database management | 816.08 | 5.75% | 759.70 | 5.99% | 720.64 | 7.05% |
| Total Revenue | 14,201.46 | 100.00% | 12,682.44 | 100.00% | 10,219.88 | 100.00% |
As per the report on trend and progress of banking in India (2023-2024) published by the Reserve Bank of India (RBI), payments banks in India experienced minimal profit margins at a slower pace during the Financial Year 2024 compared to the Financial Year 2023. This was primarily attributed to high operating expenses, resulting in a cost-to-income ratio of 97.2% for the same period. Similarly, we operate our payments bank business with a high cost to income ratio, leading to a very thin margin of income for provision of services. Set forth below are the details of our total allocable revenue and allocable expenses from our banking services for the Financial Years 2025, 2024 and 2023:
| For the Financial Year | ||||||
| 2025 | 2024 | 2023 | ||||
| Segment | (Rs in Million) | (% of Total Revenue/ Expense /Results from Operations) |
(Rs in Million) | (% of Total Revenue/ Expense /Results from Operations) |
(Rs in Million) | (% of Total Revenue/ Expense /Results from Operations) |
| Total allocable revenue | 7,199.34 | 50.69% | 7,192.40 | 56.71% | 5,407.78 | 52.92% |
| Total allocable expense | 7,162.73 | 66.32% | 7,169.90 | 71.18% | 5,323.71 | 67.55% |
| Segmental results/ Operating margin | 36.61 | 1.08% | 22.50 | 0.86% | 84.07 | 3.59% |
The revenue and expenses derived from our banking services are consolidated on a gross basis. As a result of this consolidation, we have observed a substantial growth in our revenue from operations. However, it is critical to note that our payment banks, which are subject to a high cost-to-income ratio, contribute to an increase in overall expenses. Consequently, our other significant revenue sources, including transaction fees, custody fees, and annual fees, demonstrate an increasing trend when evaluated on a consolidated basis.
Other income. Other income primarily comprises (i) interest income on non-current investments; (ii) interest income on fixed deposits with banks; (iii) fair value gain on investments in mutual funds; (iv) interest income on overdue trade receivables; and (v) miscellaneous income.
Expenses
Expenses consist of employee benefits expense, depreciation and amortisation expense, finance costs, contribution to investor protection fund and other expenses.
Employee benefits expense. Employee benefits expense comprises salaries and wages, contribution to provident and other funds, staff welfare expenses and deputation costs. Depreciation and amortisation expense. Depreciation primarily comprises depreciation on capital work-in-progress and amortization primarily comprises amortization of intangible assets.
Finance costs. Finance costs primarily comprise interest on lease liabilities. Contribution to investor protection fund. Contribution to investor protection fund comprises payments pursuant to SEBI (Depositories and Participants) (Amendment) Regulations, 2016 ("SEBI Depositories Amendment Regulations") which require depositories to establish and maintain an investor protection fund and deposit five per cent of the depositorys profit from depository operations annually into the fund.
Other expenses. The largest components of other expenses include business and remittance expenses, repairs and maintenance (system) expenses, system support charges, communication expenses, processing charges, professional and consultancy fees and provision for doubtful trade receivables. Set forth below is a brief summary of the key components of our other expenses. business and remittance expenses: Business and remittance expenses comprise operational expenses in the normal course of our banking business. Our payments bank business requires us to act as an acquiring bank wherein while the income primarily comprises the gross amount retained or receivable from the issuing bank, our business and remittance expenses pertain to amounts payable by us to corporate business correspondents and agents.
repairs and maintenance (system) expenses: Repairs and maintenance (system) expenses are expenses incurred by us in, among others, maintaining our information technology systems and software, development of new products and services, and certain regulatory compliance such cyber security expenses, vulnerability assessment and penetration testing audits and IT system audits. system support charges: System support charges are expenses incurred by NDML in maintaining its database servers and software, development of new products and services, and certain regulatory compliance such cyber security expenses, vulnerability assessment and penetration testing audits and IT system audits. communication expenses: It comprises postage and courier charges for dispatching physical CAS, along with charges incurred in dispatching text messages in relation to transactions made, passwords generated, and reminders for e-voting and e-notices. We recover a portion of these expenses from our clients. processing charges: Processing charges comprise expenses incurred by us in processing the transactions on our platform, including, charges pertaining to, among others, our KRA services, transactions undertaken through Instigo, NIR registrations, and transactions of PayGov merchants through Billdesk or Razorpay.
Tax expense/(income)
Tax expense/(income) consists of current tax and deferred tax.
Our Results of Operations
The following table sets forth select financial data from our restated consolidated statement of profit and loss for the Financial Years 2025, 2024 and 2023, the components of which are also expressed as a percentage of total income for such years:
| For the Financial Year | ||||||
| Particulars | 2025 | 2024 | 2023 | |||
( in million) |
(% of Total Income) |
( in million) |
(% of Total Income) |
( in million) |
(% of Total Income) |
|
| INCOME | ||||||
| Revenue from operations | 14,201.46 | 92.51% | 12,682.44 | 92.86% | 10,219.88 | 92.92% |
| Other income | 1,150.41 | 7.49% | 974.61 | 7.14% | 778.26 | 7.08% |
| Total Income | 15,351.87 | 100.00% | 13,657.05 | 100.00% | 10,998.14 | 100.00% |
| EXPENSES | ||||||
| Employee benefits expenses | 1,385.27 | 9.02% | 1,231.99 | 9.02% | 1,098.07 | 9.98% |
| Depreciation and amortisation | 354.03 | 2.31% | 241.23 | 1.77% | 216.89 | 1.97% |
| Finance costs | 40.97 | 0.27% | 20.60 | 0.15% | 18.73 | 0.17% |
| Contribution to investor protection fund | 154.21 | 1.00% | 114.83 | 0.84% | 98.86 | 0.90% |
| Other expenses | 8,906.92 | 58.02% | 8,485.27 | 62.13% | 6,466.80 | 58.80% |
| Total Expenses | 10,841.40 | 70.62% | 10,093.92 | 73.90% | 7,899.35 | 71.82% |
| Profit before Share of Profit / (Loss) of investment accounted for using equity method and Tax | 4,510.47 | 29.38% | 3,563.13 | 26.09% | 3,098.79 | 28.18% |
| Share of Profit / (Loss) of Associate | 23.96 | 0.16% | (13.63) | (0.10%) | (48.37) | (0.44%) |
| Profit before Tax | 4,534.43 | 29.54% | 3,549.50 | 25.99% | 3,050.42 | 27.74% |
| Tax Expenses | ||||||
| Current tax | 1,052.96 | 6.86% | 803.10 | 5.88% | 720.24 | 6.55% |
| Deferred tax charge / (credit) | 50.23 | 0.33% | (8.05) | (0.06%) | (17.92) | (0.16%) |
| Total Tax Expenses | 1,103.19 | 7.19% | 795.05 | 5.82% | 702.32 | 6.39% |
| Profit after Tax | 3,431.24 | 22.35% | 2,754.45 | 20.17% | 2,348.10 | 21.35% |
Financial Year 2025 compared to Financial Year 2024
Total Income. Total Income increased by 12.41% from 13,657.05 million for the Financial Year 2024 to 15,351.87 million for the Financial Year 2025 due to an increase in revenue from operations and other income.
Revenue from operations. Revenue from operations increased by 11.98% from 12,682.44 million for the Financial Year 2024 to 14,201.46 million for the Financial Year 2025 primarily due to:
an increase in the transaction fees collected from 3,086.34 million for the Financial Year 2024 to 4,249.60 million for the Financial Year 2025, primarily due to an increase in (i) corporate action fees, on account of a significant increase in the number of new issuers that registered with us and an increase in the initial public offerings during the Financial Year 2025, (ii) settlement fees and pledge fees for margin, on account of an increase in the volume of cash market transactions and margin pledged transactions during the Financial Year 2025; and (iii) e-voting fees, on account of an increase in the e-voting events fees during the Financial Year 2025; and
an increase in the custody fees from 2,058.94 million for the Financial Year 2024 to 2,351.02 million for the Financial Year 2025, primarily due to an increase in the custody fees on account of an increased number of issuers that availed our services primarily being unlisted issuers during the Financial Year 2025.
Set forth below is a segment-wise discussion of our revenue from operations from Financial Year 2024 to Financial Year 2025.
Revenue from Operations from our Depository Business. Our revenue from operations from our depository business increased by 30.77% from 4,730.34 million for the Financial Year 2024 to 6,186.04 million for the
Financial Year 2025 primarily due to an increase in the transaction fees and custody fees on account of (i) corporate action fees as a result of a significant increase in the number of new issuers that joined us, bonus issues and an increase in the initial public offerings during the Financial Year 2025, (ii) settlement fee and pledge fee for margin, as a result an increase in the volume of cash market transactions, and margin pledge transactions during the Financial Year 2025, (iii) e-voting fees, as a result of an increase in the e-voting events fee and (iv) custody fees as a result of an increased number of issuers that availed our services, primarily being unlisted issuers, during the Financial Year 2025.
Revenue from Operations from our Banking Services. Our revenue from operations from our banking services increased by 0.10% from 7,192.40 million for the Financial Year 2024 to 7,199.34 million for the Financial
Year 2025, primarily due to an increase in the volume of transactions undertaken through AePS, micro-ATMs, domestic money transfer and cash management services along with an increase in issuance of prepaid cards, on account of an increase in the number of collaborations entered into by NPBL with corporate business correspondents.
Revenue from Operations from our Database Management Services. Our revenue from operations from our database management services increased by 7.42% from 759.69 million for the Financial Year 2024 to 816.08 million for the Financial Year 2025, primarily due to an increase in the number of transactions leading to an increase in transaction fees and increase in our revenue from KRA business and RTA business.
Other income. Other income increased by 18.04% from 974.61 million for the Financial Year 2024 to 1,150.41 million for the Financial Year 2025, primarily due to an increase in (i) interest income on non-current investments from 737.46 million for the Financial Year 2024 to 889.27 million for the Financial Year 2025 due to increased investments in long term securities consisting of bonds and state development loans on account of a higher cash-in-hand; and (ii) fair value gain on investments in mutual funds from 170.07 million for the Financial Year 2024 to 191.12 million for the Financial Year 2025 due to increase in the net asset value of mutual funds during the
Financial Year 2024. This was partially offset by a decrease in dividend income from current investments from
10.62 million for the Financial Year 2024 to nil for the Financial Year 2025 due to the redemption of such dividend yielding mutual funds.
Total Expenses. Total expenses increased by 7.41% from 10,093.92 million for the Financial Year 2024 to 10,841.40 million for the Financial Year 2025, primarily due to an increase in repairs and maintenance (system), system support charges, rates and taxes, provision for doubtful trade receivables, miscellaneous expenses and communication charges, along with an increase in employee benefits expense, depreciation and amortisation expense, and contribution to investor protection fund.
Employee benefits expense. Employee benefits expense increased by 12.44% from 1,231.99 million for the Financial Year 2024 to 1,385.27 million for the Financial Year 2025, primarily due to (i) salaries and wages from 1094.03 million for the Financial Year 2024 to 1,236.49 million for the Financial Year 2025, primarily due to increase in the number of employees and annual increment in the salaries of our employees during the
Financial Year 2025; (ii) contribution to provident and other funds from 96.30 million for the Financial Year 2024 to 98.37 million for the Financial Year 2025, primarily due to an increase in superannuation and gratuity contributions on account of annual increment in the salaries of our employees; and (iii) staff welfare expenses from 37.97 million for the Financial Year 2024 to 48.38 million for the Financial Year 2025. This was partially offset by a decrease in deputation cost from 3.69 million for the Financial Year 2024 to 2.04 million for the inancial Year 2025 due to a decrease in the number of resources.
Depreciation and amortisation expense. Depreciation and amortisation expense increased by 46.76% from
241.23 million for the Financial Year 2024 to 354.03 million for the Financial Year 2025, primarily due to depreciation on fixed assets, and amortization of intangible assets, on account of an increase in our fixed assets during the Financial Year 2025.
Finance costs. Finance costs increased by 98.88% from 20.60 million for the Financial Year 2024 to 40.97 million for the Financial Year 2025, on account of interest paid on customer deposits pertaining to our banking business during the Financial Year 2025. Contribution to investor protection fund. Contribution to investor protection fund increased by 34.29% from
114.83 million for the Financial Year 2024 to 154.21 million for the Financial Year 2025 pursuant to the requirements prescribed under SEBI Depositories Amendment Regulations. The increase in our contribution to investor protection fund for the Financial Year 2025 from the Financial Year 2024 was primarily due to an increase in our depository profit for the Financial Year 2025 from the Financial Year 2024.
Other expenses. Other expenses increased by 4.97% from 8,485.27 million for the Financial Year 2024 to 8,906.92 million for the Financial Year 2025, primarily due to an increase in
(i) rates and taxes from 17.22 million for the Financial Year 2024 to 207.00 million for the Financial Year 2025, primarily due to payment and provision for payment of settlement amount in relation to show cause notice;
(ii) repairs and maintenance (system) from 552.22 million for the Financial Year 2024 to 644.28 million for the Financial Year 2025, primarily due to an increase in e-voting webcast processing cost and costs in relation to e-services for system maintenance and software development;
(iii) provision for doubtful trade receivables from 120.73 million for the Financial Year 2024 to 201.41 million for the Financial Year 2025, primarily due to an increase in the doubtful trade receivables;
(iv) miscellaneous expenses from 69.13 million for the Financial Year 2024 to 112.27 million for the Financial Year 2025, primarily due to an increase in expenses such as common area maintenance charges, and security and housekeeping related expenses and increase in call center charges;
(v) communication expenses from 212.32 million for the Financial Year 2024 to 262.80 million for the Financial Year 2025 due to an increase in the SMS costs for various e-services, and costs in relation to postage, courier and telephone services. These were primarily offset by a decrease in (i) business and remittance expenses from 6,738.71 million for the Financial Year 2024 to 6,588.15 million for the Financial Year 2025 due to overall contraction in the market and reduction in the overall volumes;
(ii) bad debts written-off from 11.28 million for the Financial Year 2024 to 1.09 million for the Financial Year 2025 due to better recovery of debts;
(iii) rent (net of recovery) from 20.27 million for the Financial Year 2024 to 11.74 million for the Financial Year 2025 due to the vacation of a few old office spaces;
(iv) legal charges from 24.31 million for the Financial Year 2024 to 16.44 million for the Financial Year 2025 due to a decrease in such fees paid in Financial Year 2025; and
(v) processing charges from 128.73 million for the Financial Year 2024 to 124.97 million for the Financial Year 2025 due to a decrease in the KRA processing charges, paper-to-follow charges and e-sign charges.
Share of profit/(loss) of associate. The share of profit of associate stood at 23.96 million for the Financial Year 2025 as compared to the share of loss of associate of 13.63 million for the Financial Year 2024, primarily due to an increase in the trading activities which commenced in the last quarter of Financial Year 2024 that resulted in the increase in the operational revenue of our Associate, IIBHIL, during the Financial Year 2025.
Tax expenses. We had tax expenses of 795.05 million for the Financial Year 2024, comprising current tax of 803.10 million and deferred tax credit of 8.05 million. We had tax expense of 1,103.19 million for the Financial Year 2025 comprising current tax of 1,052.96 million and deferred tax charge of 50.23 million. The increase in current tax from the Financial Year 2024 to Financial Year 2025 was primarily on account of higher operating profit.
Profit for the year. As a result of the foregoing, our profit after tax for the year increased by 24.57% from
2,754.45 million for the Financial Year 2024 to 3,431.24 million for the Financial Year 2025.
Financial Year 2024 compared to Financial Year 2023
Total Income. Total Income increased by 24.18% from 10,998.14 million for the Financial Year 2023 to 13,657.05 million for the Financial Year 2024 due to an increase in revenue from operations and other income.
Revenue from operations. Revenue from operations increased by 24.10% from 10,219.88 million for the Financial Year 2023 to 12,682.44 million for the Financial Year 2024 primarily due to:
an increase in our income from banking services (provided by NPBL) from 5,407.78 million for the Financial Year 2023 to 7,192.40 million for the Financial Year 2024, primarily due to an increase in the volume of transactions undertaken through AePS, micro-ATMs, domestic money transfer and cash management services along with an increase in issuance of prepaid cards, on account of an increase in the number of partnerships entered into by NPBL with corporate business correspondents during the Financial Year 2024;
an increase in the transaction fees collected by us from 2,553.82 million for the Financial Year 2023 to 3,086.34 million for the Financial Year 2024, primarily due to an increase in (i) pledge fees, on account of an increased number of transactions during the Financial Year 2024, (ii) settlement fees on account of an increase in the volume of cash market transactions during the Financial Year 2024, (iii) corporate action fees, on account of an increase in the number of new issuers that registered with us and an increase in the initial public offerings during the Financial Year 2024; and
an increase in the custody fees from 1,857.04 million for the Financial Year 2023 to 2,058.94 million for the Financial Year 2024, primarily due to an increase in the custody fees on account of an increased number of issuers that availed our services which led to increase in the number of folios chargeable during the Financial Year 2024.
Set forth below is a segment-wise discussion of our revenue from operations from Financial Year 2023 to Financial Year 2024.
Revenue from Operations from our Depository Business. Our revenue from operations from our depository business increased by 15.61% from 4,091.46 million for the Financial Year 2023 to 4,730.34 million for the
Financial Year 2024, primarily due to an increase in the transaction fees and custody fees on account of (i) pledge fees, as a result of an increased number of transactions during the Financial Year 2024, (ii) settlement fee, as a result of an increase in the volume of cash market transactions during the Financial Year 2024, (iii) corporate action fees, as a result of an increase in the number of new issuers that joined us and an increase in the initial public offerings during the Financial Year 2024 and (iv) custody fees, as a result of an increased number of issuers that availed our services which led to increase in the number of folios chargeable during the Financial Year 2024.
Revenue from Operations from our Banking Services.
Our revenue from operations from our banking services increased by 33.00% from 5,407.78 million for the Financial Year 2023 to 7,192.40 million for the Financial
Year 2024, primarily due to an increase in the volume of transactions undertaken through AePS, micro-ATMs, and domestic money transfer and cash management services along with an increase in issuance of prepaid cards, on account of an increase in the number of partnerships entered into by NPBL with corporate business correspondents.
Revenue from Operations from our Database Management Services.
Our revenue from operations from our database management services increased by 5.42% from 720.64 million for the Financial Year 2023 to 759.69 million for the Financial Year 2024, primarily due to an increase in the number of transactions leading to an increase in transaction fees and increase in our revenue from KRA business.
Other income. Other income increased by 25.23% from 778.26 million for the Financial Year 2023 to 974.61 million for the Financial Year 2024, primarily due to an increase in (i) interest income on non-current investments from 586.16 million for the Financial Year 2023 to 737.46 million for the Financial Year 2024 due to increased investments by us in long-term securities, consisting bonds and government securities on account of a higher cash-in-hand, and the resultant increase in the interest income accrued on such investments; and (ii) fair value gain on investments in mutual funds from 65.20 million for the Financial Year 2023 to 170.07 million for the Financial
Year 2024 due to increase in the net asset value of mutual funds during the Financial Year 2024. This was partially offset by a decrease in interest income on fixed deposits with bank from 70.53 million for the Financial Year 2023 to 13.61 million for the Financial Year 2024 due to decrease in fixed deposits maintained with banks and the resultant interest income pursuant thereto during the Financial Year 2024.
Total Expenses. Total expenses increased by 27.78% from 7,899.35 million for the Financial Year 2023 to 10,093.92 million for the Financial Year 2024, primarily due to an increase in business and remittance expenses, repairs and maintenance (system), provision for doubtful trade receivables, and communication charges, along with an increase in employee benefits expense, depreciation and amortisation expense, and contribution to investor protection fund.
Employee benefits expense. Employee benefits expense increased by 12.20% from 1,098.07 million for the Financial Year 2023 to 1,231.99 million for the Financial Year 2024, primarily due to an increase in (i) salaries and wages from 967.79 million for the Financial Year 2023 to 1,094.03 million for the Financial Year 2024, primarily due to annual increment in the salaries of our employees during the Financial Year 2024 and (ii) staff welfare expenses from 26.31 million for the Financial Year 2023 to 37.97 million for the Financial Year 2024. This was partially offset by the decrease in deputation cost from 7.03 million for the Financial Year 2023 to 3.69 million for the Financial Year 2024 due to decrease in number of resources.
Depreciation and amortisation expense. Depreciation and amortisation expense increased by 11.22% from
216.89 million for the Financial Year 2023 to 241.23 million for the Financial Year 2024, primarily due to depreciation on fixed assets, and amortization of intangible assets, on account of an increase in our fixed assets during the Financial Year 2024.
Finance costs. Finance costs increased from 18.73 million for the Financial Year 2023 to 20.60 million for the
Financial Year 2024, primarily due to other interest paid during the Financial Year 2024, on account of interest paid on customer deposits and payment of late fees during the Financial Year 2024.
Contribution to investor protection fund. Contribution to investor protection fund increased by 16.15% from
98.86 million for the Financial Year 2023 to 114.83 million for the Financial Year 2024 pursuant to the requirements prescribed under SEBI Depositories Amendment Regulations. The increase in our contribution to investor protection fund for the Financial Year 2024 from the Financial Year 2023 was primarily due to an increase in our depository profit for the Financial Year 2024 from the Financial Year 2023.
Other expenses. Other expenses increased by 31.21% from 6,466.80 million for the Financial Year 2023 to 8,485.27 million for the Financial Year 2024, primarily due to (i) business and remittance expenses from 4,936.29 million for the Financial Year 2023 to 6,738.71 million for the Financial Year 2024 on account of an increase in the volume of transactions undertaken through our AePS, micro ATM, domestic money transfer, cash management and prepaid card services leading to a higher commission payout to business correspondent partners, which led to higher remittance and operational expenses; (ii) repairs and maintenance (system) from 447.00 million for the Financial Year 2023 to 552.22 million for the Financial Year 2024, primarily due to an increase in e-voting webcast processing cost and costs in relation to e-services for system maintenance and software development; (iii) provision for doubtful trade receivables from 70.47 million for the Financial Year 2023 to 120.73 million for the Financial Year 2024, primarily due to an increase in amount of doubtful trade receivables;
(iv) communication expenses from 194.31 million for the Financial Year 2023 to 212.32 million for the
Financial Year 2024 due to an increase in the SMS costs for various e-services, and costs in relation to upgradation and addition of multi-protocol label switching links; and (v) repairs and maintenance (others) from 61.76 million for the Financial Year 2023 to 86.75 million for the Financial Year 2024 due to an increase in repairs and maintenance of office furniture and equipment. These were primarily offset by a decrease in (i) seminar and business promotion expenses from 25.35 million for the Financial Year 2023 to 11.77 million for the Financial
Year 2024, on account of decrease in business promotional events in Financial Year 2024; and (ii) professional and consultancy fees from 126.34 million for the Financial Year 2023 to 119.52 million for the Financial Year
2024, primarily due to a decrease in the consultancy fees, and referral fees paid for onboarding issuers of securities; and (iii) printing and stationery expenses from 27.13 million for the Financial Year 2023 to 17.31 million for the Financial Year 2024, primarily due to a decrease in expenses related to send consolidated account statements.
Share of profit/(loss) of associate. The share of loss of associate decreased from 48.37 million for the Financial Year 2023 to 13.63 million for the Financial Year 2024, primarily due to an increase in the operational revenue of our Associate, IIBHIL, during the Financial Year 2024.
Tax expenses. We had tax expenses of 702.35 million for the Financial Year 2023, comprising current tax of 720.24 million and deferred tax credit of 17.92 million. We had tax expense of 795.05 million for the Financial Year 2024 comprising current tax of 803.10 million and deferred tax credit of 8.05 million. The increase in current tax from the Financial Year 2023 to the Financial Year 2024 was primarily on account of higher operating profit.
Profit for the year. As a result of the foregoing, our profit after tax for the year increased by 17.31% from
2,348.10 million for the Financial Year 2023 to 2,754.45 million for the Financial Year 2024.
Liquidity and Capital Resources
Our principal sources of liquidity include cash generated from operations and interest accrued from our investments. We typically invest our surplus cash in mutual funds, bonds and government securities, along with allocation of certain funds to fixed deposits with maturities of more than 12 months. For details in relation to applicable statutory guidelines pertaining to the liquidity requirements for our banking business, see "Key Regulations and Policies in India" on page 242.
As of March 31, 2025, we had cash and cash equivalents of 1,451.59 million. We believe that after considering the expected cash to be generated from our business and operations, we have sufficient working capital for both our present and anticipated future requirements for capital expenditures and other cash requirements for 12 months following the date of this Red Herring Prospectus.
Cash Flows
The following table summarizes our cash flows data for the years indicated:
| For the Financial Year | |||
| Particulars | 2025 | 2024 | 2023 |
(Rs in Million) |
|||
| Net Cash generated from Operating Activities (A) | 5,578.46 | 1,128.82 | 5,079.39 |
| Net Cash used in Investing Activities (B) | (5,023.18) | (1,775.64) | (4,417.05) |
| Net Cash used in Financing Activities (C) | (163.82) | (200.00) | (200.00) |
| Net increase / (decrease) in Cash and Cash Equivalents (A+B+C) | 391.47 | (846.82) | 462.34 |
Net cash generated from operating activities
Financial Year 2025
Net cash generated from operating activities was 5,578.46 million for the Financial Year 2025. We had profit before tax of 4,534.43 million for the for the Financial Year 2025, which was primarily adjusted for interest income of 915.38 million and depreciation and amortisation expense of 354.03 million to arrive at operating profit before working capital changes of 4,217.89 million. This was further adjusted for working capital changes, which primarily consisted of increase in other assets of 260.31 million, increase in other financial liabilities of 2,621.39 million, increase in trade receivables of 669.70 million, increase in other liabilities of 335.90 million and decrease in other financial assets of 214.99 million. As a result, cash generated from operations for the Financial Year 2025 was 6,598.54 million before adjusting for net income tax paid of 1,020.07 million.
Financial Year 2024
Net cash generated from operating activities was 1,128.82 million for the Financial Year 2024. We had profit before tax of 3,549.50 million for the for the Financial Year 2024, which was primarily adjusted for interest income of 751.07 million and depreciation and amortisation expense of 241.23 million to arrive at operating profit before working capital changes of 3,167.43 million. This was further adjusted for working capital changes, which primarily consisted of an increase in other financial assets of 458.91 million, decrease in other financial liabilities of 774.73 million. As a result, cash generated from operations for the Financial Year 2024 was 1,918.66 million before adjusting for net income tax paid of 789.84 million.
Financial Year 2023
Net cash generated from operating activities was 5,079.39 million for the Financial Year 2023. We had profit before tax of 3,050.42 million for the for the Financial Year 2023, which was primarily adjusted for interest income of 656.69 million and depreciation and amortization expenses of 216.89 million to arrive at operating profit before working capital changes of 2,786.58 million. This was further adjusted for working capital changes, which primarily consisted an increase in other financial liabilities of 1,147.60 million as a result of increase in the closing amount of customer deposits, earnest money deposits and settlement accounts related to NPBL and trade payables of 359.35 million and decrease in other financial assets of 1,490.17 million. As a result, cash generated from operations for the Financial Year 2023 was 5,848.74 million before adjusting for net income tax paid of 769.35 million.
Net cash (used in)/generated from investing activities
Financial Year 2025
Net cash used in investing activities was 5,023.18 million for the Financial Year 2025. This was primarily due to purchase of current investments (net) of 2,585.13 million, purchase of non-current investments of 2,419.38 million, net amount placed of other deposit accounts with original maturity of more than three months of 351.05 million, partially offset by interest received of 890.89 million, sale / redemption of non-current investments of
183.51 million, and proceeds from sale of property, plant and equipment 0.78 million. Financial Year 2024
Net cash used in investing activities was 1,775.64 million for the Financial Year 2024. This was primarily due to purchase of new office and other capital expenditures of 2,438.54 million, purchase of non-current investments of 2,095.49 million, partially offset by sale / redemption of non-current investments of 1,751.87 million, proceeds of current investment (net) of 110.88 million, net amount received from maturity of other deposit accounts with original maturity of more than three months of 145.50 million and increase in interest received of 750.14 million.
Financial Year 2023
Net cash used in investing activities was 4,417.05 million for the Financial Year 2023. This was primarily due to purchase of non-current investments of 6,072.59 million which consisted of investment in government securities, mutual funds and taxable bonds, capital expenditure on property, plant and equipment, intangible assets and capital advance of 488.46 million and purchase of current investments (net) of 8.60 million, partially offset by sale / redemption of non-current investments of 934.63 million, net amount received from maturity of other deposit accounts with original maturity of more than three months of 559.10 million and increase in interest received of 658.78 million.
Net cash used in financing activities
Financial Year 2025
Net cash used in financing activities was 163.82 million for the Financial Year 2025 comprising dividend paid of 163.82 million.
Financial Year 2024
Net cash used in financing activities was 200.00 million for the Financial Year 2024 comprising dividend paid of 200.00 million.
Financial Year 2023
Net cash used in financing activities was 200.00 million for the Financial Year 2023 comprising dividend paid of 200.00 million.
Capital Expenditures
Our historical capital expenditures relate to expenditure on property, plant and equipment, intangible assets, capital advance and informational technology infrastructure including development of internal software and procurement of requisite computer systems.
The table below sets forth our capital expenditure for the Financial Years 2025, 2024 and 2023.
| Capital Expenditure For the Financial Year | |||
| Segment | 2025 | 2024 | 2023 |
| (Rs in Million) | |||
| Depository Services | 469.52 | 2,237.17 | 223.20 |
| Database Management Services | 166.40 | 58.28 | 35.90 |
| Banking Services | 106.90 | 88.30 | 7.09 |
| Total | 742.82 | 2,383.75 | 266.19 |
Our capital commitment as on March 31, 2025 is estimated to be approximately 31.71 million out of which material commitments relate to the application development of the KRA project of NDML amounting to 15.66 million, and 13.25 million which relate mainly to the development of switch infrastructure of the enterprise platform for NPBL.
Financial Indebtedness
As on the date of this Red Herring Prospectus, we do not have any outstanding or sanctioned facilities. In relation to our borrowing powers, see "Our Management Borrowing Powers" on page 267.
Contingent Liabilities and Other Commitments
The following table sets forth a breakdown of our contingent liabilities as of March 31, 2025:
| As of March 31, 2025 | |
| Particulars | (Rs in Million) |
| Demand from income tax authorities(1) | 701.22 |
| Demand from service tax authorities(2) | 523.62 |
| Demand from goods and service tax authorities(3)(4) | 24.46 |
| Fixed deposits placed on behalf of NPBL(5) | 2.50 |
| Disputed transactions with merchants of Payment Gateway(6) | 0.92 |
| Total | 1,252.72 |
Notes:
(1) Demand from income tax authorities comprises the following:
| Demand from income tax authorities | |
| Demand Period | (Rs in Million) |
| Financial Year 2015 | 0.86 |
| Financial Year 2016 | 3.49 |
| Financial Year 2017 | 141.58 |
| Financial Year 2018 | 89.26 |
| Financial Year 2019 | 280.27 |
| Financial Year 2020 | 81.05 |
| Financial Year 2021 | 53.91 |
| Financial Year 2022 | 28.13 |
| Financial Year 2023 | 21.03 |
| Financial Year 2024 | 1.56 |
| Financial Year 2025 | 0.09 |
| Total | 701.22 |
(2) Demand from the service tax authorities of 523.62 million as of March 31, 2025 (for March 31, 2024: 523.62 million, March 31, 2023:
523.62 million) in respect of Financial Year 2004-05 to Financial Year 2008-09 relate to service tax demanded in respect of depository participant services during that period. The Group has received order from the Central Excise and Service Tax Appellate Tribunal (CESTAT) on June 12, 2020, and it subsequently filed a civil appeal in the Supreme Court and the Service Tax Department has filed a counter affidavit with the Supreme Court. The Group has paid 323.27 million under protest. The Group is hopeful of succeeding in appeals and does not expect any significant liability to materialise.
(3) Demand from the goods and service tax authorities of Maharashtra for 15.42 million in respect of Financial Year 2019-20 has been received mainly for proportionate reversal of Input Tax Credit as per rule 42 and 43 for exempt supply made during the aforesaid period.
The Holding Company has filled an appeal on November 28, 2024. Further, the Holding Company had paid 1.37 million under Section 107(1), as pre-deposit for filling an appeal which is 10 percent of tax amount. The Holding Company is hopeful of succeeding in appeals and does not expect any significant liability to materialize.
(4) Demand from goods and service tax authorities of 9.04 million as at March 31, 2025 (for March 31, 2024: 9.04 million, March 31, 2023: 9.04 million) on account of disputed demand of Goods and Service Tax pertaining to Financial Year 2017-18 to Financial Year 2019-20. The Group is hopeful of succeeding in appeals and does not expect any significant liability to materialise.
(5) Fixed deposits placed with Corporation Bank for issue of Bank Guarantee to Unique Identification Authority of India ("UIDAI") on behalf of NSDL Payments Bank Limited for 2.50 million as at March 31, 2025 (for March 31, 2024: 2.50 Million and for March 31, 2023: 2.5 million).
(6) GSRTC a merchant of Payment Gateway has disputed transactions amounting to 0.92 million. The merchant customer has a Bank Guarantee of 0.80 Million. The Company is in discussion with the highest authority of the merchant customer and is hopeful of preventing an invocation of Bank Guarantee.
(7) The above table does not include other contingent liabilities which are not not quantifiable such as two pending civil appeals before the
Honble Supreme Court challenging the Order of Securities Appellant Tribunal ("SAT") dated December 20, 2023 in the matter of Karvy Stock Broking Limited and the settlement amount payable in relation to Show cause notice dated October 11, 2024.
Capital and Other commitments
The following table sets forth a summary of the maturity profile of our contractual obligations for the Financial Years 2025, 2024 and 2023.
| Estimated amount of commitments as at March 31, | |||
| Particulars | 2025 | 2024 | 2023 |
(Rs in Million) |
|||
| Capital contracts not provided for (net of advances) | 31.71 | 228.95 | 1,892.40 |
| Other commitments: Contractual guarantee | 6.50 | 25.17 | 25.17 |
Off-Balance Sheet Commitments and Arrangements
As of the date of this Red Herring Prospectus, we do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships with affiliates or other unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating off-balance sheet arrangements.
Quantitative and Qualitative Analysis of Market and Other Risks
We are exposed to various types of financial risks during the normal course of business, such as market risk, credit risk and liquidity risk. Our Board manages and reviews our affairs by setting up short term and long-term budgets. It monitors these and takes suitable actions to minimize potential adverse effects on our operational and financial performance.
Credit Risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to us. We have adopted a policy to deal with only creditworthy counterparties. This risk principally arises from credit exposures to customers, deposits with banks and financial institutions and other receivables.
Trade and Other Receivables
Our exposure to credit risk depends upon the individual characteristics of each customer. Trade and other receivables mainly consist of receivables from Depository Participants, issuers of securities, RTAs, AMCs and stock exchanges. Our trade receivables are from a large number of customers, representing diverse industries and geographical areas. Hence, we are not exposed to customer concentration risks. With respect to Depository Participants, we perform credit evaluation while onboarding the customer and take security deposits. Further, we perform ongoing credit evaluation on the financial condition of accounts receivables. Additionally, we have a dedicated credit and control team primarily responsible for monitoring credit risk and receivables. It monitors outstanding receivables along with ageing on a periodic basis. For receivables pertaining to other streams of revenues, the credit and collection team regularly follows up for collection. We consider the credit risk on liquid funds, banks and financial institutions to be limited because the counterparties have high credit-ratings.
Liquidity Risk
Liquidity risk refers to the risk wherein we may not be in a position to meet our financial obligations in a timely manner. Our management monitors rolling forecasts of our liquidity position (comprising undrawn bank facilities and cash and cash equivalents) on the basis of expected cash flows. This monitoring includes the review of financial ratios and takes into account the accessibility of cash and cash equivalents.
Market Risk
Market Risk is the risk that the value of our on and off-balance sheet positions will be adversely affected by movements in market rates or prices, such as interest rates, and prices resulting in a loss to earnings and capital. Our exposure to market risk is primarily on account of interest rate risk and price risk. All of our investments in debentures and bonds are at a fixed rate of interest and do not have material interest rate risks.
Unusual or Infrequent Events or Transactions
Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.
Known Trends or Uncertainties
Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in " Significant Factors Affecting Our Financial Condition and Results of Operation" and the uncertainties described in "Risk Factors" on pages 356 and 34, respectively. Except as disclosed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on our revenues or income from continuing operations.
Significant Economic Changes
Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations. See "Risk Factors" and " Significant Factors Affecting Our Financial Condition and Results of Operation" on pages 34 and 356, respectively.
Future Relationship between Cost and Revenue
Other than as described in "Risk Factors", "Our Business" and above in " Significant Factors Affecting Our Financial Condition and Results of Operation" on pages 34, 215 and 356, respectively to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.
New Products or Business Segments
Except as disclosed in this Red Herring Prospectus, including as described in "Our Business" on page 215, there are no new products or business segments that have or are expected to have a material impact on our business prospects, results of operations or financial condition.
Supplier or Customer Concentration
We are not dependent on any particular supplier or customer.
Competitive Conditions
We expect competition in our industry from existing and new competitors to intensify. For details, please refer to the discussions of our industry and competition in the sections "Risk Factors", "Our Business" and "Industry Overview" and on pages 34, 215 and 161, respectively.
Seasonality
Our business, financial condition and results of operations are not affected by seasonal factors.
Recent Accounting Pronouncements
As of the date of this Red Herring Prospectus, there are no recent accounting pronouncements, which would have a material effect on our results of operations or financial condition.
Significant Developments Occurring after March 31, 2025
Except as disclosed in this Red Herring Prospectus, no circumstances have arisen since March 31, 2025, the date of the last financial statements included in this Red Herring Prospectus, which materially and adversely affect or are likely to affect our operations or profitability or the value of our assets within the next 12 months.
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
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This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.