National Securities Depository Ltd Auditor Reports

To, The Board of Directors National Securities Depository Limited

Corporate Office Nos 301,401,501,601 & 701 Naman Chambers, Floor No. 3,4,5,6 & 7 G Block, Bandra Kurla Complex Bandra (East) Mumbai 400 051 Maharashtra, India

Dear Sirs/Madam,

1. We have examined the attached Restated Consolidated Financial Information of National Securities Depository Limited (the “Company” or the “Issuer”), its subsidiaries (the Company and its subsidiaries together referred to as the “Group"), and its associate company, comprising 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 Cash Flow Statement for the financial years ended March 31,2025, March 31, 2024 and March 31, 2023, the summary statement of material/significant accounting policies, and other explanatory information including the notes to the Restated Consolidated Financial Information (collectively, the “Restated Consolidated Financial Information”), as approved by the board of directors of the Company (“Board of Directors”) at their meeting held on May 23, 2025 for the purpose of inclusion in filing of Updated Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus (“UDRHP/RHP/Prospectus”) (collectively , the “Offer Documents”) with the Securities and Exchange Board of India (the “SEBI”) and BSE Limited (the “Stock Exchange”), in connection with its proposed Initial Public Offer of equity shares (“IPO”) prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).

2. The Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in offer documents to be filed with SEBI and Stock Exchange in connection with the IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company in accordance with the basis of preparation stated in note 2.1 to the Restated Consolidated Financial Information. The responsibility of the respective board of directors of the companies in the Group and the associate company includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective board of directors are also responsible for identifying and ensuring that the Group and the associate company comply with the Act, ICDR Regulations and the Guidance Note.

3. We have examined such Restated Consolidated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated April 29, 2025, in connection with the proposed IPO of equity shares of the Issuer;

b) The Guidance Note, which also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and

d) The requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

4. These Restated Consolidated Financial Information have been compiled by the management from the:

a) Audited Consolidated Ind AS financial statements of the Group and the associate company 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 (referred to as “Ind AS”) as prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India (“Consolidated Financial

Statements”), which have been approved by the Board of Directors at their meeting held on May 17, 2025, May 14, 2024 and May 23, 2023 respectively.

5. For the purpose of our examination, we have relied on:

a) Auditors reports issued by us dated May 17, 2025, May 14, 2024 and May 23, 2023 on Consolidated Financial Statements of the Group and the Associate Company as at March 31, 2025, March 31, 2024 and March 31, 2023 respectively as referred in Paragraph 4 above.

6. The audit reports on Consolidated Financial Statements issued by us were not modified.

7. As indicated in our audit report for the Consolidated Financial Statements referred above:

a) We did not audit the financial statements of the subsidiaries whose total assets, total revenues, net cash inflows / (outflows) included in the Restated Consolidated Financial Information, for the relevant years is tabulated below, which have been audited by other auditors, Khandelwal Jain & Co. and K. Gopal Rao & Co for the financial year ended March 31, 2025, and Khandelwal Jain & Co. and V.Sankar Aiyar & Co for the financial years ended on March 31, 2024 and March 31, 2023 (“Other Auditors”), and whose reports have been furnished to us by the Companys management and our opinion on the Restated Consolidated Financial Information, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the Other Auditors:

Particulars	As at/ for the year ended March 31, 2025	As at/ for the year ended March 31, 2024	As at/ for the year ended March 31, 2023
	(Rs in Million)	(Rs in Million)	(Rs in Million)
Total assets	8,644.25	6,586.79	7,055.21
Total revenue	8,027.87	7,961.93	6,291.02
Net cash inflows/ (outflows)	132.24	(784.64)	488.59

b) We did not audit the financial statements of one associate company. The proportionate share of the company in Profit/(loss) of the said associate company included in the Restated Consolidated Financial Information, for the relevant years is tabulated below. The financial statements of this associate company have been reviewed and audited by other auditors, Vidya & Co. (“Other Auditors”) for the year ended on March 31, 2025, March 31, 2024 and March 31, 2023 respectively, and whose reports have been furnished to us by the Companys management and our opinion on the Restated Consolidated Financial Information, in so far as it relates to the amounts and disclosures included in respect of this associate company, is based solely on the reports of the Other Auditors:

Particulars	For the year ended March 31, 2025 (Rs in Million)	For the year ended March 31, 2024 (Rs in Million)	For the year ended March 31, 2023 (Rs in Million)
Share of profit/(loss)in its associate	24.04	13.63	(48.37)
share in Other Comprehensive Income	10.48	3.48	17.44

The Other Auditors of the subsidiaries and associate company, as mentioned above, have examined the Restated Consolidated Financial Information and have confirmed that the Restated Consolidated Financial Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025;

b) do not require any adjustment for modification as there is no modification in the underlying audit report; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

8. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination reports submitted by the Other Auditors of the subsidiaries and associate company for the respective years, we report that the Restated Consolidated Financial Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended on March 31, 2025, 2024 and 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025;

b) do not require any adjustment for modification as there is no modification in the underlying audit report; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

9. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Audited Consolidated Financial Statements mentioned in paragraph 4 above (except for the effect of the sub-division of equity shares as described in Note 30.1 of the Restated Consolidated Financial Information).

10. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us or the Other Auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

12. Our report is intended solely for use of the Board of Directors for inclusion in the offer documents to be filed with SEBI and the Stock Exchange in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or whose hands it may come without our prior consent in writing.

For K C Mehta & Co LLP

Chartered Accountants

Firms Registration No. 106237W/W100829

Vishal P. Doshi

Partner

Membership No. 101533

ICAI UDIN: 25101533BOEOCS9037

Place: Vadodara

Date: May 23, 2025