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National Securities Depository Ltd Directors Report

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National Securities Depository Ltd Share Price directors Report

for the year ended March 31, 2024 To the Members,

Your Directors are pleased to present the Twelfth Annual Report and the Companys Audited Financial Statements (Standalone and Consolidated) for the Financial Year (FY) ended March 31, 2024.

FINANCIAL HIGHLIGHTS

Your Companys financial performance for the year ended March 31, 2024 as compared to the previous year is given in the table below.

(I in crore, except EPS)

Particulars

Consolidated

Standalone

FY 2023-24 FY 2022-23

FY 2023-24

FY 2022-23

Revenue from Operations

1,268.24

1,021.99

473.05

409.17

Other Income

97.46

77.83

98.05

76.34

Total Income

1,365.70

1,099.82

571.10

485.51

Total Expenditure

973.79

758.36

219.75

193.61

Profit before Depreciation, IPF Expense, Share of Profit / (Loss) from Associates and Taxation

391.91

341.46

351.35

291.90

Depreciation

24.12

21.69

12.35

10.33

Contribution to Investor Protection Fund (IPF)

11.48

9.89

11.48

9.89

Profit before Share of Profit/(Loss) of investment accounted for using Equity Method and Taxation

356.31

309.88

327.52

271.68

Share of Profit/(Loss) of Associates

(1.36)

(4.84)

-

-

Profit before Tax

354.95

305.04

327.52

271.68

Tax Expense

79.51

70.23

69.44

60.86

Profit after Tax

275.44

234.81

258.08

210.82

Total Comprehensive Income

274.84

212.32

256.98

182.68

Appropriation:

Proposed Dividend (Final)

20.00

20.00

20.00

20.00

Surplus Carried to the Balance Sheet

254.84

192.32

236.98

162.68

Earnings Per Share (EPS)

13.77

11.74

12.90

10.54

Net Worth

1,684.10

1,428.86

1,508.57

1,271.59

Result of Operations and state of Companys

Affairs for FY 2023-24

Standalone

Revenue from Operations increased to 1473.05 crore in FY 2023-24 as compared to 1409.17 crore in the previous year, a growth of 15.6%. Profit before Tax and Exceptional Items increased to 1327.52 crore in FY 2023-24 as compared to 1271.68 crore in the previous year. Profit after Tax (PAT) increased to 1258.08 crore in FY 2023-24 as compared to 1210.82 crore in the previous year, a growth of 22.4%. Earnings Per Share (EPS) of the Company increased to 112.90 in FY 2023-24 as compared to 110.54 in the previous year.

The net worth of the Company as on March 31, 2024 increased by 18.6% to 11,509 crore as compared to 11,272 crore a year ago. Further, as required under SEBI (Depositories and Participants) Regulations, 2018 ("SEBI D&P Regulations"), Five percent of profits from depository operations, i.e. 111.48 crore has been set aside to be contributed to the Investor Protection Fund (IPF).

Consolidated

Revenue from Operations increased to 11,268.24 crore in FY 2023-24 as compared to 11,021.99 crore in the previous year, a growth of 24.1 %. Profit Before Tax and Exceptional Items increased to 1354.95 crore in FY 2023-24 as compared to 1305.04 crore in the previous year. Profit After Tax (PAT) increased to 1275.44 crore in FY 2023-24 as compared to 1234.81 crore in the previous year, a growth of 17.3%. Earnings per Share (EPS) of the Company increased to 113.77 in FY 2023-24 as compared to 111.74 in the previous year.

The net worth of the Company as on March 31, 2024 increased by 17.9% to 11,684 crore as compared to 11,429 crore a year ago.

Dividend

The Board of Directors of your Company have recommended a dividend of 11.00 per equity share on the face value of 12/- each (i.e. 50%) for FY 2023-24 (same as in FY 2022-23) for consideration of the shareholders at the ensuing Annual General Meeting. The dividend

distribution would result in a cash outflow of 120.00 crore on twenty crore equity shares.

As per the advice of SEBI vide its letter dated October 06, 2023, the voting rights and all corporate actions in respect of shareholding of IDBI and NSE in excess of 15% has been frozen. Accordingly, dividend on 4,02,00,000 shares (2,22,00,000 shares of IDBI and 1,80,00,000 shares of NSE) will be kept in an escrow account.

SHARE CAPITAL

There was no change in the issued, subscribed and paid-up Share Capital of the Company during the year under review. As on March 31, 2024, the paid-up share capital stood at 140 crore comprising of 20 crore equity shares of face value of 12/- each, fully paid up.

During the year under review, the Company has neither issued any shares with differential voting rights not has it granted any Stock Option or Sweat Equity.

None of the Directors of the Company hold equity shares in the Company.

TRANSFER TO RESERVE

During the year under review, no amount has been transferred to the General Reserve.

KEY FINANCIAL RATIOS

Key Financial Ratios like Current Ratio, Return on Equity, etc., are in accordance with the prudent commercial practice adopted across the Industry in which your Company operates. Financial Ratios are disclosed along with explanation in Note 35 to the Standalone Financial Statements.

DETAILS OF SUBSIDIARY COMPANIES

Your Company has the following subsidiary companies as on March 31, 2024:

a. NSDL Database Management Limited (CIN: U72400MH2004PLC147094)

NSDL Database Management Limited ("NDML") was incorporated on June 22, 2004, under the Companies Act, 1956. NDMLs registered office is situated at 4th Floor, Tower 3, One International Center, Senapati Bapat Marg, Prabhadevi, Mumbai - 400013, Maharashtra, India.

NDML is currently engaged in the business of, inter alia, providing services for e-governance initiatives for SEZs in India, KYC Registration Agency (KRA), Insurance Repository for e-insurance policies, Payment Aggregator for online payment services,

Registrar & Transfer Agent (RTA), managing National Skills Registry on behalf of NASSCOM and assisting SEBI registered capital market intermediaries to digitally onboard new clients and perform necessary diligence and KYC.

NDML recorded a gross income of 194.35 crore and profit before tax of 145.53 crore for the year ended March 31, 2024. NDML is a wholly owned material subsidiary of your Company.

b. NSDL Payments Bank Limited (CIN: U65900MH2016PLC284869)

NSDL Payments Bank Limited ("NPBL") was incorporated on August 17, 2016, under the Companies Act, 2013. NPBLs registered office is situated at 401, 4th Floor, Tower 3, One International Center, Senapati Bapat Marg, Prabhadevi, Mumbai - 400013, Maharashtra, India.

NPBL is currently engaged in the business of payment banking, including accepting demand deposits, providing payment solutions, remittances or recharge services through its mobile application, issuance of debit cards and co-branded prepaid cards, and offering domestic money transfer, mutual fund investment services, bank verification services for corporate brokers and insurance investment services.

NPBL recorded a gross income of 1719.88 crore and a profit of 11.58 crore for the year ended March 31, 2024. NPBL is a material subsidiary of your Company wherein NSDL holds 88.89% of shares and NDML holds 11.11% shares.

As required under Section 134 of the Companies Act, 2013, the Audited Statement of Accounts, the report of the Directors and Auditors of the separate audited accounts in respect of each of the Subsidiary Companies are available on our website https://nsdl.co.in/investor-relation/annual-report. php and the statement containing salient features of the financial statements of subsidiaries in form AOC-1 is annexed to this report as Annexure A.

POLICY ON MATERIAL SUBSIDIARIES

As required under Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has formulated and adopted a policy for determining Material Subsidiaries. For the FY 2023-24, both NDML and NPBL are the material subsidiaries of the Company. The Companys policy for determining material subsidiary, as approved by the Board, may be accessed on the Companys website at the link: https://nsdl.co.in/ investor-relation/code-and-polices.php .

DETAILS OF ASSOCIATE COMPANIES

Your Company has the following associate company as on March 31, 2024:

India International Bullion Holding IFSC Limited (CIN: U67100GJ2021PLC123076)

India International Bullion Holding IFSC Limited ("IIBH")

is an unlisted public company incorporated on

June 04, 2021. It is classified as a public limited company

and is located in GIFT city, Gandhinagar, Gujarat

and received registration as Finance Company from

International Financial Services Centres Authority

(IFSCA) on August 09, 2021.

National Securities Depository Limited, Central Depository Services Limited, Multi Commodity Exchange of India, National Stock Exchange of India and BSEs subsidiaries India INX International Exchange and India International Clearing Corporation have joined hands in setting up of Market Infrastructure Institutions (MIIs) comprising of International Bullion Exchange, Clearing Corporation and Depository Company at Gujarat International Finance Tec-City (GIFT) via a Holding Company i.e. IIBH, as per the Regulations issued by IFSCA.

IIBH has a wholly owned subsidiary i.e. India International Bullion Exchange IFSC Limited that is undertaking the Exchange business for Bullion and IIBH also owns majority stake in India International Depository IFSC Limited (IIDL) which acts as a depository for both Equity and Bullion products. NSDL has provided the software system to IIDL for Equity products, which has facilitated issuance of Unsecured Depository Receipts (UDR) on various NASDAQ & NYSE listed companies, which are traded on NSE IFSC in GIFT City.

NSDL has contributed 130 crore comprising 30,00,00,000 equity shares of 11 each, equivalent to 20% stake in IIBH as on March 31, 2024. IIBH recorded a gross income of 122.96 crore and loss of 16.85 crore for the year ended March 31, 2024.

NAMES OF THE COMPANIES WHICH HAVE BECOME AND CEASED TO BE A SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY DURING THE YEAR

During the year under review, no company had become or ceased to be a Subsidiary, Joint Venture and Associate Company of your Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company has constituted a Corporate Social Responsibility (CSR) Committee.

During the year under review, your Company has spent 13,36,38,668, in various CSR activities in accordance with the provisions of the Companies Act, 2013 and CSR Policy of the Company.

The Composition, meeting and attendance during the year is set out in Corporate Governance Report, which forms part of the Annual Report. The Company has formulated CSR Policy as approved by the Board and the same is disclosed on the website of the Company (https://nsdl.co.in/investor-relation/code-and-polices. php ).

The CSR policy lays out NSDLs philosophy of having a positive impact on society, CSR guiding principles, areas of activity, implementation and project planning, monitoring and reporting.

NSDL believes in inclusive growth by empowering and enhancing lives of the underprivileged section of the society for their betterment and socio-economic development. With the philosophy of Giving Back,

NSDL has been undertaking various initiatives under the aegis of CSR to facilitate a holistic development of the deserving lives from lesser-privileged communities. As a responsible corporate citizen, the Company has been implementing a number of social initiatives that are meaningful and having sustainable impact on the lesser- privileged communities. Through its impact driven CSR programmes/projects, NSDL has been reaching out to the underprivileged section of the society and enabling socio-economic upliftment. NSDLs CSR projects/ programmes are focussed on education, health, skill development, environmental sustainability, rural development and disaster relief.

A report on CSR initiatives is set out as Annexure B and forms part of this Annual Report.

MAJOR CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

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

UPDATE ON LISTING OF SHARES OF NSDL

In order to enable our existing shareholders to reduce their shareholding by way of an exit option and to achieve the shareholding in NSDL as per threshold mentioned in Regulation 21 of the SEBI (Depositories and Participants) (Amendment) Regulations, 2023

("SEBI D&P Amendment Regulations"), our Company had initiated the process of listing its shares on a recognised stock exchange.

In this regard, the Company had received in-principle approval from SEBI vide its letter dated April 13, 2023 ("SEBI In-principle Approval") to list the securities of the Company on a recognised stock exchange within one year from the date of issuance of the SEBI In-principle Approval. Accordingly, the Company had filed its Draft Red Herring Prospectus dated July 07, 2023 with SEBI on July 08, 2023. The Company had further received inprinciple approval from Bombay Stock Exchange ("BSE") for listing Companys securities on the exchange under the proposed public offer.

Since the process of listing is not yet completed, subsequently, we filed an application seeking extension of the SEBI In-principle Approval, which is pending. Further, National Stock Exchange of India Limited ("NSE") and IDBI Bank ("IDBI") have also individually sought extension of time. SEBI has granted extension of time to NSE and IDBI until April 12, 2025 and March 31, 2025 respectively, to reduce their respective shareholding in our Company within permissible limits prescribed under the SEBI D&P Regulations.

SHIFTING OF REGISTERED OFFICE

The Company has also set up a vibrant new office at Bandra Kurla Complex ("BKC") in Naman Chambers with a state-of-the-art infrastructure and amenities for our employees. The workspace is designed to enhance employee well-being through good ventilation, natural light and good acoustics, safety features, ergonomic furniture, energy efficient fixtures fostering sustainability. New office promotes team work and a dynamic workspace is in place to encourage better collaboration.

The registered office of NSDL located at Trade World, A Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400013 will be shifted to "301, 3rd Floor, Naman Chambers, G Block, Plot No- C-32, Bandra Kurla Complex, Bandra East, Mumbai- 400051", w.e.f. August 01, 2024.

HUMAN RESOURCES

Your Company emphasises on the quality of its Human Resources as employees are considered to be vital for the growth of the organisation. The Company also gives importance to employee wellbeing for which a number of online/offline health awareness programmes were conducted during the year. As a part of the Employee Wellness program, NSDL has conducted step-a-thon, participation in Mumbai Marathon, Yoga sessions for employees, International Womens Day Celebrations

with Zumba and stress management sessions. The Company has a favourable work environment, which enables it to attract, motivate and retain high calibre employees. Promoting diversity has been of key importance. The Company has 28% women employees as on March 31, 2024. The Company has an R&R (Rewards & Recognition) programme wherein employees are appreciated and rewarded through various contests and programmes.

The Company believes in nurturing its employees by providing training and enhancement of skills and competencies. During the year, a number of training and orientation programmes were conducted, depending on the need of the employee cohorts. Officials across various levels are exposed to programmes basis the training needs. Key focus was to continue to build and strengthen customised learning pathways in terms of design and content, by factoring in user experience and requirements. The Company also nominates employees to participate or as a Speaker in various seminars in the capital market and other related areas both in India and abroad. Every new employee goes through a comprehensive induction programme that gives them a complete understanding of the business of the Company. Further, the Company provides specific training programmes on Information Security, Policy Awareness, and Compliance/ Regulatory obligations. Below mentioned table illustrates the training manhours across various categories.

Sr. No. Training Category

Total Manhours

1 Data Literacy

1712

2 Process

2419

3 Training Outside the classroom

366

During the year, the Company implemented a new HRMS solution that supports processes from "Hire to Retire" and enhances the employee engagement and collaboration through its social media platform "Vibe".

POSITIVE WORK ENVIRONMENT

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has formulated Policy for Positive Work Environment & POSH which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The said Policy applies to all the employees, regular or temporary, including contract employees, employees on deputation, probationer, trainee and apprentice whether in the office premises or outside while on assignment. Where sexual harassment occurs to a NSDL employee as a result of an act by a third party or outsider while on official duty, NSDL will take all necessary and reasonable steps

to assist the affected person in terms of support and preventive action.

The Policy is hosted on the Companys website at

https://nsdl.co.in/investor-relation/code-and-polices.

php

An Internal Complaints Committee(s) (ICCs) has been constituted to redress and resolve any complaints arising under the POSH Act. Training/awareness programme are regularly being conducted throughout the year to create sensitivity towards ensuring respectable workplace. Disclosure in relation to POSH Act is provided in Corporate Governance Report for the year ended March 31, 2024, which is enclosed as Annexure F.

BOARD AND ITS COMMITTEES

A. BOARD

Ten meetings of the Board were held during the FY 2023-24. The details of meetings of the Board are provided in the Corporate Governance Report for the Year ended March 31, 2024 which is enclosed as Annexure F.

B. COMMITTEES

In terms of the Companies Act, 2013, SEBI D&P Amendment Regulations and SEBI Listing Regulations following Committees are constituted by the Board:

• Audit Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Member Committee

• Standing Committee on Technology

• Regulatory Oversight Committee

• Risk Management Committee

• Investment Committee

In addition to the above, the Board had also constituted IPO Committee to undertake decisions pertaining to IPO Process of NSDL.

Brief details pertaining to composition, Terms of Reference, meetings held, attendance of the Directors at such Meetings and other relevant details of the Committees of the Board are given in the Corporate Governance Report for the Year ended March 31, 2024 which is enclosed as Annexure F.

DECLARATION FROM PUBLIC INTEREST DIRECTORS/INDEPENDENT DIRECTORS

The Company has received the necessary declarations from all the Public Interest Directors/Independent Directors, under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations and Rule 6(1) & 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Company has also received declaration from the Public Interest Directors that they meet the "fit and proper" criteria as prescribed under Regulation 23 of the SEBI D&P Regulations. In the opinion of the Board, all Public Interest Directors (Independent Directors) fulfill all the applicable conditions prescribed under the Companies Act, 2013 and Rules framed thereunder, SEBI D&P Amendment Regulations and SEBI Listing Regulations.

The Independent Directors are complying with the provisions relating to the limit on the number of directorships as required under Regulation 17A of the SEBI Listing Regulations.

BOARD EVALUATION

In terms of the provisions of the Companies Act,

2013, SEBI Listing Regulations, SEBI D&P Amendment Regulations and SEBI Circular dated January 05, 2017, the Board has carried out an annual performance evaluation of its own performance, the Chairperson, the directors individually as well as the evaluation of the working of its committees based on the defined parameters as recommended by the Nomination and Remuneration Committee.

Further, in terms of the SEBI D&P Amendment Regulations read with SEBI Master Circular for Depositories dated October 06, 2023, the Board, based on the recommendations of the Nomination and Remuneration Committee, has adopted the Performance Evaluation Policy. The criteria for evaluation of Public Interest Directors is based on the said policy framed in accordance with the SEBI prescribed guiding principles namely qualification, experience, knowledge and competency, fulfilment of functions, ability to function as team, initiative, availability and attendance, commitment, contribution, integrity, independence, independent views and judgement. The detailed Performance Evaluation Policy, as approved by the Board, may be accessed on your Companys website at https://nsdl.co.in/investor-relation/code-and-polices. php .

The performance of the Independent Directors was evaluated by the entire Board except the person being evaluated. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Board carried out the evaluation of its own performance and that of its committees and individual Directors considering the inputs received from the Directors.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1) Appointment/Re-appointment/Cessation of Directors:

During the year under review and as on the date of signing the report, the following changes have taken place in Board of Directors:

a. Dr. Madhu Sudan Sahoo (DIN: 01968430) was appointed as Public Interest Director for a term of three years on the Board of NSDL w.e.f.

April 18, 2023.

b. Mr. B. A. Prabhakar (DIN: 02101808) ceased to be the Public Interest Director and Chairman from the Board of NSDL w.e.f. May 07, 2023.

c. Mr. Parveen Kumar Gupta (DIN: 02895343) was appointed as Chairman on the Board of NSDL w.e.f. May 08, 2023.

d. Ms. Priya Subbaraman (DIN: 01620890) ceased to be the Non-Independent Director w.e.f. May 29, 2023 pursuant to her resignation from National Stock Exchange of India Limited.

e. Mr. Sriram Krishnan (DIN: 07816879) was appointed as Non-Independent Director on the Board of NSDL w.e.f. August 23, 2023.

f. Mr. Shailendra Nadkarni (DIN: 03401830) was liable to retire by rotation and was re-appointed as a Non-Independent Director w.e.f. August 31, 2023.

g. Prof. G. Sivakumar (DIN: 07537575) ceased to be the Public Interest Director from the Board of NSDL w.e.f. January 09, 2024.

h. Prof. Rajat Moona (DIN: 09036263) was appointed as Public Interest Director for a term of three years on the Board of NSDL w.e.f. January 09, 2024.

i. Dr. Rajani Gupte (DIN: 03172965) ceased to be the Public Interest Director from the Board of NSDL w.e.f. May 22, 2024.

j. Ms. Sripriya Kumar (DIN: 03319979) was appointed as Public Interest Director for a term of three years on the Board of NSDL w.e.f. May 23, 2024.

The Company hereby confirms that necessary application was made to SEBI for appointment of Directors (Public Interest Director/Non-Independent Director/Chairman) in accordance with SEBI D&P Regulations and upon receipt of such approvals, Directors (Public Interest Director/Non-Independent Director/Chairman) are appointed on the Board of NSDL.

2) Key Managerial Personnel

As on the date of this report, the Company has three Key Managerial Personnel as per the Companies Act, 2013 i.e., MD & CEO, Chief Financial Officer and Company Secretary:

Sr. No. Name of Key Managerial Personnel

Designation

1 Ms. Padmaja Chunduru

Managing Director & CEO

2 Ms. Vaishali Vaidya*

Interim Chief Financial Officer

3 Mr. Alen Ferns**

Company Secretary

*Mr. Chandresh Shah ceased to be the Chief Financial Officer (CFO) of the Company w.e.f. April 07, 2024. Further, Mr. Pratik Punjabi was appointed as the CFO of the Company w.e.f. April 08, 2024 who ceased to be the CFO w.e.f. July 18, 2024. Accordingly,

Ms. Vaishali Vaidya is appointed as Interim CFO of the Company w.e.f. July 18, 2024.

**Mr. Nikhil Arya ceased to be the Company Secretary (CS) of the Company w.e.f. February 05, 2024. Further, Mr. Malav Shah was appointed as CS for an interim period w.e.f. February 06, 2024 who ceased to be the CS w.e.f. April 04, 2024 pursuant to appointment of Mr. Alen Ferns as the CS of the Company w.e.f. April 05, 2024.

Also, as on the date of this report, following are the KMPs in terms of SEBI D&P Regulations:

Sr. No. Name of Employee

Designation

Grade

1. Padmaja Chunduru

Managing Director & CEO

Managing Director & CEO

2. Gopalan Srinivasa Raghavan

Executive Director

Executive Director

3. Kothandaraman Prabhakaran

Chief Technology Officer

Executive Vice President

4. Prashant Vagal

Chief Operating Officer

Executive Vice President

5. Yash Gyanani

Chief Regulatory Officer

Senior Vice President

6. Vishal Gajjar

SVP - Special Projects

Senior Vice President

7. Meghna Kale

Chief Human Resource Officer

Senior Vice President

8. Malav Rajesh Shah

Head Legal & Compliance Officer

Vice President

9. Rahul Pratap Singh

Head Business Development and Products 2

Vice President

10. Rakesh Mehta

Head Issuer Services

Vice President

11. Parag C. Joshi

Head Software Development and Maintenance

Vice President

12. Pradip Bhattacharya

Head Software Development and Maintenance

Vice President

13. Vishal Gupta

Head Software Development and Maintenance

Vice President

14. Balasaheb Yashwant Ugale

Head - Infra

Vice President

15. Sandip Navdhare

Chief Risk Officer

Vice President

16. Nagesh Bihari Jha

Chief Information and Security Officer

Vice President

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,

the Board of Directors, to the best of their knowledge

and ability confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

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

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

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

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

Pursuant to requirements of the Companies Act,

2013, the Company has formulated Nomination and Remuneration Policy for Directors and Key Management Personnel identified under SEBI D&P Amendment Regulations and under the Companies Act, 2013.

The Nomination and Remuneration Policy as approved

by the Board and other matters provided in Section 178

of Companies Act, 2013 has been disclosed in the

Corporate Governance Report (enclose as

Annexure F) and the same is disclosed on the website of

the Company. (https://nsdl.co.in/investor-relation/code-

and-polices.php ).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees or Investments made during the financial year are set out in the Notes to Accounts which forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. Disclosure of transactions with related parties is set out in Note 26 of Standalone Financial Statements, forming part of the Annual Report & Annexures thereto.

The Company has formulated a Policy on Related Party Transactions as approved by the Board and the same is disclosed on the website of the Company (https://nsdl. co.in/investor-relation/code-and-polices.php ).

No material related party transactions were entered during the Financial Year under review by your Company and hence the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in Form AOC -2, is not applicable to your Company.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub section (1) of section 148 of the Com panies Act, 2013.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) as at the end of the financial year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, no adverse orders were passed by the Regulators or Courts or Tribunals which may have impact on the going concern status of the Company and the Companys operations.

CHANGE IN THE NATURE OF BUSINESS

During the financial year, there have been no changes in the nature of the business undertaken by your Company.

RISK MANAGEMENT

The Company has a robust Risk Management Policy to effectively handle various internal and external risks that can impact our business performance. The Company has a dedicated Risk Management function, headed by a Chief Risk Officer, independent from the operations and business units of the Company. The Risk Management team is responsible for assessment, monitoring and reporting of risks.

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Mr. Sandip Navdhare has been appointed as Vice President and Chief Risk Officer w.e.f.

June 26, 2023.

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any fixed deposit under Sections 3, 4, 5 and 76 of the Companies Act, 2013 from the public.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. KC Mehta & Co LLP (ICAI Registration No. 106237W/ W100829) were appointed as Statutory Auditors of the Company in the Tenth Annual General Meeting held on August 31, 2023, for a period of five years commencing from FY 2022-23 to FY 2026-27 (i.e., from the conclusion of the Tenth Annual General Meeting till the conclusion of Fifteenth Annual General Meeting).

Accordingly, M/s. KC Mehta & Co LLP are the Statutory Auditors of the Company for the FY 2023-24. The Auditors Report on the financial statements of the Company for the year ended March 31, 2024, forms part of the Annual Report.

The notes on financial statement referred to in the Auditors Report are self-explanatory and there are no qualifications, reservations or adverse remarks in their report. There are no frauds reported by auditors under subsection (12) of section 143 of the Companies Act, 2013.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

In terms of Section 204(1) of the Companies Act, 2013 and rules made thereunder and Regulation 24A of the SEBI Listing Regulations the Board had appointed M/s. Alwyn Jay & Co., Practicing Company Secretaries (Firm Registration No. P2010MH021500) to undertake the Secretarial Audit of the Company for the FY 2023-24.

The Secretarial Audit report issued in Form MR-3 by M/s. Alwyn Jay & Co., Practicing Company Secretaries for the financial year ended March 31, 2024 is enclosed as Annexure C.

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

In terms of the provisions of Regulation 24A of the SEBI Listing Regulations the Secretarial Audit Reports of the subsidiaries, NSDL Database Management Limited & NSDL Payments Bank Limited are enclosed as Annexure C(i) and Annexure C(ii), respectively. The said reports do not contain any qualifications, reservation, adverse remarks or disclaimer.

In addition to the above report, pursuant to Regulation 24A of the SEBI Listing Regulations the Annual Secretarial Compliance Report is received from M/s. Alwyn Jay & Co., Practicing Company Secretaries, for the FY 2023-24, in relation to compliance of all applicable SEBI Regulations/Circulars/Guidelines issued thereunder and Secretarial Standards is enclosed as Annexure D.

PARTICULARS OF EMPLOYEES

Information required under the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI D&P Regulations a statement containing the remuneration details of Directors and Employees is annexed as Annexure E and forms part of this report.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance and has also implemented several best governance practices. The report on Corporate Governance, as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations and the certificate from a Practicing Company Secretary, regarding compliance of conditions of corporate governance, forms part of this Annual Report.

As per the SEBI D&P Amendment Regulations, the disclosure requirements and corporate governance norms as specified for the listed companies are mutatis mutandis applicable to the Depository. Accordingly, during the year under review, the Company is in compliance with all the applicable provisions of the aforesaid regulations.

The Corporate Governance Report for the year ended March 31, 2024 is enclosed as Annexure F.

ANNUAL RETURN

The Draft Annual Return of the Company as on March 31, 2024 in Form MGT-7 in accordance with section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Companys website at https://nsdl.co.in/ investor-relation/general-meeting.php .

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with Secretarial Standards with regard to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the requirements of Regulation 22 of SEBI Listing Regulations Regulation 9A (6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the provisions of the Companies Act 2013, the Company has formulated a Whistle Blower Policy which provides information pertaining to the detailed enquiry process, authority to receive Protected Disclosure, protection, guidelines, Retaliatory action, Confidentiality, Reporting to Audit Committee, Retention of documents and Companys Powers.

The Company has established a vigil mechanism by framing a Whistle Blower Policy with a view to provide a mechanism for employees of the Company, Directors or any Stakeholders associated with the Company to raise concerns on any illegal or unethical behaviour, violations of regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. During the year under review, the Company has not received any whistle blower complaints and no one has been denied access to the Audit Committee.

The Policy is hosted on the Companys website at

https://nsdl.co.in/investor-relation/code-and-polices.

php .

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

A) Conservation of Energy and Technology absorption - The new premises at BKC is a Green Building, LEED Certified. Staff are strictly instructed to switch off their monitors before they leave

for the day. The Company also maintains the air conditioning temperatures to conserve energy.

The Company continuously strives to optimise its energy usage and efficiency.

B) Foreign Exchange earnings/ outgo during the year under review:

Sr. No. Name of Key Managerial Personnel

FY 2023-24 (K in lakh)

FY 2022-23 (K in lakh)

1 Foreign Exchange Earnings (Miscellaneous)

NIL

80.70

3 Foreign Exchange Outgo/Expenditure incurred in foreign currency

86.17

77.19

OUTLOOK

The Companys primary objective is to enhance its current business operations by offering a range of value- added services to both investors and business partners. It recognises the significance of its role in fostering the growth of capital markets and remains committed to expanding its depository services.

ACKNOWLEDGEMENT

Your Directors are grateful for the support and co-operation extended by Securities and Exchange Board of India, Reserve Bank of India, Ministry of Finance, Ministry of Corporate Affairs, Depository Participants, Issuers, Registrars, Stock Exchanges, Clearing Corporations, Commodity Exchanges,

Investors, Vendors, Technology Partners, Business Associates, Bankers and Market Intermediaries.

The Directors wish to express their gratitude to the Members and experts for their trust and support.

The Directors also express their deep sense of appreciation to all the employees whose outstanding professionalism, commitment and initiatives have made the organisations growth and success possible.

Form AOC-1

Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures:

PART "A": SUBSIDIARIES

As on/for the year ended March 31, 2024

(I in lakh)

Particulars

NSDL Database Management Limited

NSDL Payments Bank Limited

Share Capital

6,105.00

18,000.00

Reserves and Surplus

21,632.18

(3,422.42)

Total Networth

27,737.18

14,577.58

Total Assets

32,479.61

33,388.34

Total Liabilities

4,742.43

18,810.76

Investments

27,842.19

15,330.91

Turnover

7,651.83

71,967.46

Profit/(Loss) Before Taxation

4,553.19

158.46

Provisions for taxation

1,006.28

-

Profit/(Loss) After Taxation

3,546.91

158.46

Proposed dividend

1,831.50

-

% of Shareholding

100%

88.89% (Direct) and 11.11% (through subsidiary)

The audited financial statements of the above subsidiaries have been drawn up to the same reporting date as that of the Company, i.e. March 31, 2024.

1. Names of subsidiaries which are yet to commence operations: Nil

2. Names of subsidiaries which have been liquidated or sold during the year: Nil

PART "B": ASSOCIATES AND JOINT VENTURES As on/for the year ended March 31, 2024

(I in lakh)

Particulars

India International Bullion Holding IFSC Limited

1. Latest audited Balance Sheet Date

March 31, 2024

2. Date on which the Associate was associated

August 13, 2024

3. Shares of Associate held by the company on the year end

No. of Shares

300,000,000

Amount of Investment in Associates

3,000.00

Extent of Holding (in percentage)

20.00%

4. Description of how there is significant influence

Note 1

5. Reason why the associate is not consolidated.

NA

6. Net worth attributable to shareholding as per latest audited Balance Sheet

2,496.72

7. Profit/(Loss) for the year

i. Considered in Consolidation

(102.23)

ii. Not Considered in Consolidation

-

1. I he group has significant influence through holding 20.00% of the equity shares in the investee company in terms of Indian Accounting Standard (Ind AS) 28, Investments in Associates and Joint Ventures.

2. Names of associates or joint ventures which are yet to commence operations: Nil

3. Names of associates or joint ventures which have been liquidated or sold during the year: Nil

Report on CSR Activities

1. BRIEF OUTLINE ON CSR POLICY OF THE COMPANY

National Securities Depository Limited (NSDL) and its subsidiaries have been involved in various socioeconomic development programmes/projects that have meaningful yet sustainable impact on the communities where it operates. The Company undertakes various impact driven programmes/projects under the aegis of Corporate Social Responsibility (CSR) which are mapped to the Companys CSR policy. The CSR policy enumerates specific thematic areas which are the guiding principles of the projects/programmes that are being implemented by NSDL. At present, the Company endeavours to undertake CSR programmes/projects in the area of education, skill development, health & sanitation, environmental sustainability, rural development and disaster relief, rehabilitation and recreation.

It is the Companys policy to spend the amount allocated for CSR expenditure on activities listed in Schedule VII of the Companies Act, 2013 and the rules framed thereunder. Therefore, in view of the same the CSR activities for FY 2023-24 as listed out in the CSR policy were in the areas of promoting education, employment & livelihood generating skills, health & sanitation, environmental sustainability, disaster relief & rehabilitation, rural development, etc. Details of CSR policy are available on our website at the web link: https://nsdl.co.in/ downloadables/pdf/CSR Policy.pdf . The implementation and monitoring of CSR Policy is in compliance with the CSR objectives and Policy of the Company.

2. COMPOSITION OF CSR COMMITTEE

Sr.

Name of the Director No.

Designation/ Nature of Directorship

Number of Meetings of CSR Committee Held During the Year

Number of Meetings of CSR Committee attended During the Year

1 Dr. Rajani Gupte

Chairperson

1

1

2 Prof. Rajat Moona

Member

1

1

3 Ms. Padmaja Chunduru

Member

1

1

3. WEB-LINK FOR DISCLOSURE OF COMPOSITION OF CSR COMMITTEE, CSR POLICY AND CSR PROJECTS APPROVED BY THE BOARD ON THE WEBSITE OF THE COMPANY

Composition of CSR Committee- https://nsdl.co.in/downloadables/pdf/Composition%20of%20Board%20 Committees-January%202024 Final.pdf

CSR Projects of NSDL- https://nsdl.co.in/about/csr project.php

CSR Policy of NSDL- https://nsdl.co.in/downloadables/pdf/CSR Policy.pdf

4. EXECUTIVE SUMMARY ALONG WITH WEB-LINK OF IMPACT ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE (3) OF RULE 8 OF THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014, IF APPLICABLE

Though NSDL is not required to conduct the impact assessment of its CSR projects as per the sub rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board recommended to perform impact assessment of the CSR projects executed in preceding financial years through an independent agency as a prudent practice to analyse the project impact.

Hence, NSDL and its subsidiaries entrusted the Centre for Excellence in CSR (CECSR) at Tata Institute of Social Sciences, Mumbai, to conduct a Social Impact Assessment (SIA) of its CSR initiatives spanning fiscal years 2018 to 2022 to understand the on-ground feedback of the CSR projects. This comprehensive study assessed the impact of NSDLs projects on Health (specifically focusing on Thalassemia Patients- Project Yogdan), Education (Scholarship Project- Shiksha Sahyog), and Skill Development initiatives (Artha SAMARTH). The report provides an overview of these three projects, with dedicated chapters for each intervention detailing the assessment studies.

Project Yogdan -

NSDL partnered with Lokmanya Tilak Municipal General Hospital (Sion Hospital) and Comprehensive Thalassemia Care Center and Bone Marrow Transplantation Center in Borivali to provide free comprehensive care, including transfusions, iron overload management, and related complications treatment. This support ensures that economically disadvantaged patients receive necessary care without interruption. A cumulative study was conducted for the fiscal years 2018-19 to 2021-22 due to beneficiaries being spread across each financial year, with new additions mostly comprising newborns, while the rest are carried forward from previous years. Yearly DEXA Scans and Cardiac & Liver T2* MRI investigations are conducted to address severe health conditions like Osteoporosis and Iron Overload on vital body organs. Since there is no complete cure and all beneficiaries require blood transfusions based on the severity, they are requesting the continuation of this project. The support provided to the Comprehensive Thalassemia Care Center and Bone Marrow Transplantation Center in Borivali during the two financial years was very productive.

Shiksha Sahyog

NSDL partnered with TISS and Vidyasaarathi for the Shiksha Sahyog project, providing scholarships to marginalised students for period between FY 201819 and FY 2021-22, with an exception in FY 201920 due to the COVID-19 outbreak. While the scholarships have been well received by everyone interviewed and shows very high satisfaction. Overall, the partnership between NSDL and TISS & Vidyasaarathi for project Shiksha Sahyog has been instrumental in empowering students and ensuring their access to quality education.

Artha SAMARTH

Project Artha SAMARTH aimed to provide employable and self-employment skills in mutual fund distributor programmes and the business correspondence business facilitators (BCBF) sector to deserving youth, thereby creating livelihood opportunities. The programme targeted a diverse group including self-employed youth, existing

or emerging entrepreneurs, existing BCs, low- income entrepreneurs, unemployed graduates, and those working in the informal sector. By providing income sources, the project aimed to support their livelihoods and enhance their economic well-being. The Government of Indias emphasis on Skill India and Make in India initiatives provides a conducive environment for NSDL to collaborate with existing implementing agencies or new agencies working closely on the ground. This collaboration can lead to the development of more impactful skill development projects. The success of Project Artha SAMARTH is evident from the significant increase in the annual income of beneficiaries after completing the skill development courses. This approach will not only benefit the individual beneficiaries but also contribute to the overall socio-economic development of the country.

Conclusion and Recommendations

This Social Impact Assessment report provides valuable insights into the impact of NSDLs CSR initiatives on Health, Education, and Skill Development. The impact study report recommends continued support for Thalassemia patients, expanding scholarship programmes, and enhancing skill development initiatives to reach a wider audience. Overall, the Social Impact Assessment conducted by TISS CECSR demonstrates NSDLs commitment to CSR and its positive impact on society. Through its initiatives, NSDL has made a significant difference in the lives of Thalassemia patients, underprivileged students, and deserving youth, contributing to socioeconomic development in India.

5. (a) Average net profit of NSDL for immediately

preceding three financial years - I 23,696.12 lakh

(b) Two percent of average net profit of the Company as per section 135(5) - I 473.92 lakh

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years- NIL

(d) Amount required to be set off for the financial year- NIL

(e) Total CSR obligation for the financial year (b+c-d)- I 473.92 lakh

6. (a) Amount spent on CSR Projects (both Ongoing Projects and Other than Ongoing Projects)- ? 3,36,38,668/- Details of CSR amount spent against ongoing projects for the financial year:

1 2

3

4

5

6

7

8

9

10

11

Sr. No. Name of the Project

Item from the list of activities

Local

Location of the project

Amount

allocated

Amount spent in

Amount transferred to Unspent CSR

Mode of Implementa

Mode of Implementation -Through Implementing Agency

in

Schedule VII to the Act

(Yes/

No)

Location

District

duration

for the project (in?)

financial

Year

(in?)

Account for the project as per Section 135(6) (in ?)

tion - Direct (Yes/No)

CSR

Name Registration

No.

1 Project Sanjeevani- Mobile Medical Unit (Clinic on Wheel) for FY 2023-24 for providing free of cost preventive, curative and diagnostic primary healthcare services in the vulnerable communities. The project also encompasses initiatives such as community health profiling, special health camps, awareness on sanitation and hygiene, waste management activities, etc.

Item no. (i)

Yes

Thane including urban slums, rural and tribal areas (Maharashtra) and Chandauli including Naugarh block (Uttar Pradesh)

Thane and Chandauli

Thane- upto May 25 Chandauli- upto

October 24

1,90,00,000

1,10,83,333#

79,16,667

No

SBI CSR00001456 Foundation

2 Project Sanjeevani Nirantar Seva for FY 2023-24 (Advanced Life Support Ambulance Service- Type D Ambulance Unit) to provide emergency and primary healthcare services to the victims of road accident on major highways. 24x 7 service ambulance unit with the capacity to carry 4 accident victims to nearby hospital as well as equipped with medical equipment to provide medical care on-the-spot and along the way to hospital.

Item no. (i)

Yes

• Mumbai-

Pune Express • Way- Stretch • between Lonavala & Khopoli (Maharashtra)

• Samruddhi Highway- Stretch

between Shirdi & Igatpuri (Maharashtra)

Raigarh

Pune

Nashik

Ahmednagar

Upto

November 24

1,34,00,000

1,02,00,000

32,00,000

No

SBI CSR00001456 Foundation

Total

3,24,00,000

2,12,83,333

1,11,16,667

# In FY 2023-24, the Board had approved Project Sanjeevani- Mobile Medical Unit (MMU) for FY2023-24 as multi-year/ongoing project with the total budget of f1,90,00,000/- to be used for deployment of 2 MMUs in India. Out of the total budget, the amount of ?1,10,83,333/- was disbursed to the project implementation agency (SB! Foundation) in FY 2023-24 while the remaining amount of ?79,16,667/- was transferred to Unspent CSR Account. Out of total amount disbursed in FY 2023-24 towards Project Sanjeevani-Mobile Medical Unit (MMU) of FY 2023-24 (multi-year/ ongoing project), an amount of? 8,33,333/- was reported and refunded by the project implementation agency (SBI Foundation) in the month of April 2024. The said amount was pertaining to MMU deployed in Chandauli (Uttar Pradesh). SBI Foundation, based on their operating process, refunded the said unutilised amount (^8,33,333/-) to NSDL in the month of April 2024. NSDL has procedurally again funded the said amount (^8,33,333/-) to SBI Foundation to spend immediately for the same project at Chandauli since the project is still ongoing till October-2024.

Details of CSR amount spent against other than ongoing projects for the financial year:

Sr. No. Name of the Project

Item from the list of

Local

Location of the project

Amount spent for the project (in?)

Mode of Implementa

Mode of implementation - Through implementing agency

activities in schedule VII to the Act

(Yes/

No)

State

District

tion - Direct (Yes/No)

Name

CSR Registration

No.

1 Project Yogdan- (Health support to Underprivileged Thalassemia patients)

Item no. (i)

Yes

Maharashtra

Mumbai

19,63,200

Yes (Direct)

NA

NA

2 Mid-Day-Meal distribution in government schools at Thane and Ahmedabad.

Item (i) & (ii)

Yes

• Maharashtra

Gujarat

Thane

• Ahmedabad

10,00,000

No

The Akshaya Patra Foundation

CSR00000286

3 Comprehensive Eye-care Project for marginalised community people engaged in Unorganised Occupations/Professions, farmers, community people, etc. in identified districts of Tamil Nadu.

Item (i)

Yes

• Tamil Nadu

• Chennai,

• Chengalpet,

• Kanchipuram,

Thoothukudi,

Viluppuram,

Karur,

Dharmapuri and

Nagapattinam

15,00,000

No

Medical Research Foundation

CSR00002623

4 Infra Support in School

Item (ii)

Yes

Maharashtra

Mumbai

9,38,100

Yes (Direct)

NA

NA

5 Blood Donation Camp in support of Project Yogdan beneficiaries.

Item (i)

Yes

Maharashtra

Mumbai

58,730

Yes (Direct)

NA

NA

6 Chalo School Chale (school kit distribution drive)

Item (ii)

PAN

India

Maharashtra

Gujarat

Uttar Pradesh

West Bengal

Assam

Tamil Nadu

• Mumbai, Palghar, Thane and Sindhudurg (Maharashtra)

• Ahmedabad-Kheda (Gujarat)

• Sant Kabir Nagar (Uttar Pradesh)

• Birbhum (West Bengal)

• Baksa (Assam)

• Morigaon (Assam)

• Chennai (Tamil Nadu)

50,15,305

Yes (Direct)

NA

NA

7 Support to Integrated Geriatric and Palliative Care Centre in association with Sneha Sandhya Age Care Foundation

Item (i)

Yes

• Andhra Pradesh

• Visakhapatnam

18,80,000

Yes (Direct)

NA

NA

8 Total

1,23,55,335

(b) Amount spent in Administrative Overheads- ?19,42,095/-

(c) Amount spent on Impact Assessment, if applicable- ?10,37,192/-

(d) Total amount spent for the Financial Year [(a)+(b)+(c)] - ?3,66,17,955/-

(e) CSR amount spent or unspent for the Financial Year:

The below table shows the amount spent by NSDL against its CSR obligation for FY 2023-24.

Amount Unspent (in ?)

Total Amount Spent for the

Total Amount transferred to Unspent CSR Account as per Section 135(6)

Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5)

FY 2023-24 (in ?)

Amount Date of transfer

Name of the Fund Amount Date of transfer

3,66,17,955

1,11,16,667 24/04/2024

NA NA NA

(f) Excess amount for set-off, if any:

Sr. No. Particular

Amount (? in lakh)

1 2

3

(0 Two percent of average net profit of the company as per sub-section (5) of section 135

473.92

(ii) Total amount spent for the Financial Year

477.35

(iii) Excess amount spent for the Financial Year [(ii)-(i)]

3.43

(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any

Nil

(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)]

3.43*

* There is excess spending of around f 3.43 lakh which is a result of total spent for FY2023-24 and amount transferred to the Unspent CSR Account for FY 2023-24. As decided by the Board, the set-off for the excess amount spent in FY 2023-24 shall be taken in the CSR obligation in succeeding financial year 2024-25.

Further, it is to be noted that the unspent amount of ? 1,11,16,667/- pertaining to On-going Projects of FY 2023-24 (i.e. Project Sanjeevani- Mobile Medical Unit and Project Sanjeevani Nirantar Seva- advanced life support ambulance service) has been transferred to the Unspent CSR Account opened with the scheduled bank. The said unspent amount shall be further utilised for Project Sanjeevani and Project Sanjeevani Nirantar Seva for the defined project objectives in the targeted communities/areas. If required, the Board on the recommendation of the CSR Committee may make the necessary alterations/modifications in the said on-going projects within the permissible project time period.

7. Details of Unspent CSR Amount for the preceding three financial years

Sr. No. Preceding Financial Year (s)

Amount transferred to Unspent CSR Account under Section 135 (6) (in?)

Balance Amount in Unspent CSR Account under subsection (6) of Section 135 (in?)

Amount spent in the reporting Financial Year (in?)

Amount Transferred to any fund specified under Schedule VII as per Section 135 (6), if any

Amount remaining to be spent in succeeding Financial Years (in?)

Deficiency, if any

Name of the Fund

Amount

(in?)

Date of Transfer

1 2020-21

-

-

-

-

-

-

-

2 2021-22

1,10,89,000

1,02,15,064

88,24,001

NA

NA

NA

13,91,063

NA

3 2022-23

1,27,99,908

1,27,99,908

1,16,22,168

NA

NA

NA

11,77,740s

NA

Total

2,38,88,908

2,30,14,972

2,16,23,909

13,91,063

5 Out of total amount disbursed in the reported fiscal year towards Project Sanjeevani-Mobile Medical Unit (MMU) for FY2022-23 (multi-year/ongoing project), the amount off 11,77,740/- was reported and refunded by the project implementation agency (SBI Foundation) in the month of April 2024. The said amount was pertaining to 3 MMUs deployed in Mumbai (Maharashtra), Baksa- Tamulpur (Assam) and Gorakhpur (Uttar Pradesh). SBI Foundation, based on their operating process, refunded the said unutilised amount (f 11,77,740/-) to NSDL in the month of April 2024. NSDL Board has extended the timeline of Project Sanjeevani for FY 2022-23 upto September, 2024 wherein the said unspent amount shall be ploughed back in the same project to carryout the project related activities.

Further, it is to be noted that the below mentioned sections in the CSR Annexure-II are not applicable while reporting in the prescribed format and hence, the details in these respective sections are not furnished.

• Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year - NA

• Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135. -NA

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