National Securities Depository Ltd Directors Report

for the year ended March 31, 2026

To the Members of

National Securities Depository Limited

Your Directors are pleased to present the fourteenth (14 th ) Boards Report and the Companys Audited Financial Statements (Standalone and Consolidated) for the Financial Year (FY) ended March 31, 2026.

FINANCIAL HIGHLIGHTS

Your Company s financial performance for the year ended March 31, 2026, as compared to the previous year is given in the table below:

( in Crore, except EPS)

	Consolidated		Standalone
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	1,529.96	1,420.21	704.71	618.63
Other Income	130.20	114.97	130.42	112.78
Total Income	1,660.16	1,535.18	835.13	731.41
Total Expenditure	1,083.81	1,033.32	308.85	272.70
Profit before Depreciation, IPF Expense, Share of	576.35	501.86	526.28	458.71
Profit / (Loss) from Associates and Taxation
Depreciation	48.04	35.40	29.55	21.12
Contribution to Investor Protection Fund (IPF)	18.45	15.42	18.45	15.42
Profit before Share of Profit / (Loss) of investment accounted for using Equity Method and Taxation	509.86	451.04	478.29	422.17
Share of Profit/(Loss) of Associates	-4.31	2.40	-	-
Profit before Tax	505.55	453.44	478.29	422.17
Tax Expense	125.53	110.32	117.69	100.55
Profit after	380.01	343.12	360.60	321.62
Total Comprehensive Income	384.04	341.04	359.93	319.91
Appropriation:	-	-	-	-
Proposed Dividend (Final)	80.00	40.00	80.00	40.00
Surplus Carried to the Balance Sheet	304.04	301.04	279.93	279.91
Earnings Per Share (EPS)	18.99	17.16	18.03	16.08
Net Worth	2,369.97	2,005.34	2,128.41	1,808.48

Result of Operations and State of Companys Affairs for FY 2025-26.

Standalone

Revenue from Operations increased to 704.71 Crore in FY 2025-26 as compared to 618.63 crore in the previous year, a growth of 13.92%. Profit before Tax and Exceptional Items increased to 478.29 crore in 2025-26 as compared to 422.17 crore in the previous year a growth of 13.29%. Profit after Tax (PAT) increased to 360.60 crore in 2025-26 as compared to 321.62 crore in the previous year, a growth of 12.12%. Earnings Per Share (EPS) of the Company increased to 18.03 in 2025-26 as compared to 16.08 in the previous year.

The net worth of the Company as on March 31, 2026, increased by 17.69% to 2128.41 crore as compared to 1808.48 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. 18.45 crore has been set aside to be contributed to the Investor Protection Fund (IPF).

Consolidated

Revenue from Operations increased to 1529.96 crore in FY 2025-26 as compared to 1420.21 crore in the previous year, a growth of 7.73 %. Profit before Tax and Exceptional Items increased to 505.55 crore in FY 2025-26 as compared to 453.44 crore in the previous year. Profit after Tax (PAT) increased to 380.01 crore in 2025-26 as compared to 343.12 crore in the previous year, a growth of 10.75%. Earnings per Share (EPS) of the Company increased to 18.99 in 2025-26 as compared to 17.16 in the previous year.

The net worth of the Company as on March 31, 2026, increased by 18.18% to 2369.97 crore as compared to 2005.34 crore a year ago.

DIVIDEND

The Board of Directors of your Company have recommended a dividend of 4.00 per equity share on the face value of 2/- each (i.e.200%) for FY 2025-26 (as compared to 2.00 per equity share on the face value of 2/- each in FY 2024-25) for consideration of the shareholders at the ensuing Annual General Meeting.

The dividend distribution would result in a cash outflow of 80.00 crore on twenty crore equity shares.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ), the Company has formulated and adopted a Dividend Distribution Policy.

The Dividend recommended is in accordance with the principles and criteria as set out in the Dividend Distribution Policy.

The Policy can also be accessed on the Companys website at

https://nsdl.com/nsdl/2026-06/Dividend-Distribution-Policy.pdf

UNCLAIMED DIVIDEND

As of 31 March 2026, an amount of 11.98 Lakh remained unclaimed in the Company s Unpaid Dividend Accounts. In the interest of transparency and to facilitate the claim process for shareholders, the Company has published a detailed statement of unclaimed dividends on its website at https://nsdl.com/nsdl/2026-06/Unpaid_List_31st_March_2026.pdf

LISTING OF SHARES

During the year under review, the equity shares of the Company were listed on BSE Limited (Scrip Code: 544467) with effect from August 6, 2025.

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

No major changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

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, 2026, the paid-up share capital stood at 40 crore comprising of 20 crore equity shares of face value of 2/- each, fully paid up.

During the year under review, the Company has not issued any shares with differential voting rights, nor has it granted any Stock Option or Sweat Equity.

As of March 31, 2026, the shares of the Company were substantially held in dematerialised form and there was no change in the capital structure of the Company during FY 2025-26.

None of the Directors of the Company holds any equity shares in the Company.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business being carried out by the Company during the year under review.

CASH FLOW STATEMENTS

As required under Regulation 34 of the SEBI (LODR) Regulations, 2015 ( SEBI Listing Regulations ), a Cash Flow

Statement forms part of this Annual Report.

TRANSFER TO RESERVE

The Board of Directors of the company has decided not to transfer any amount to the General reserves for the financial year 2025-26. This decision is in line with the companys financial strategy and prudential approach, ensuring optimal utilization of profits for business operations, growth initiatives, and shareholder value creation, while maintaining full compliance with the applicable provisions of the Act and SEBI Listing Regulations.

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 the explanation in Note 39 to the Standalone

Financial Statements.

DETAILS OF SUBSIDIARY COMPANIES

Your Company has the following subsidiary companies as on March 31, 2026:

(a) NSDL Database Management Limited

(CIN: U72400MH2004PLC147094)

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

NDML is currently engaged in the business of, inter alia, providing services for e-governance initiatives like SEZ Online and providing services to the financial sector like KYC Registration Agency (KRA), Insurance Repository for digital insurance policies, Payment Aggregator for online payment services, Registrar & Transfer Agent (RTA), managing National Skills Registry under patronage of NASSCOM and assisting SEBI registered capital market intermediaries to digitally onboard clients in real time.

NSDL Database Management Limited recorded a gross income of 96.88 crore and profit before tax of 34.70 crore for the year ended March 31, 2026. NDML is a material subsidiary of your Company wherein NSDL holds 100.00% of shares.

(b) NSDL Payments Bank Limited (CIN: U65900MH2016PLC284869)

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

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, AePS, Micro ATM,

UPI acquiring, mutual fund and insurance investment referral services, bank verification services for corporate brokers.

NPBL recorded a gross income of 747.88 crore and a profit of 15.19 crore for the year ended March 31,

2026. During the year, the Company s shareholding in NPBL was diluted by 4.95%, pursuant to the issuance and allotment of equity shares by NPBL to Protean eGov Technologies Limited on a private placement basis. Accordingly, NPBL ceased to be a wholly owned subsidiary of the Company, however, it continues to remain a subsidiary of the Company with NSDL holding 84.49% shareholding in NPBL. NPBL is a material subsidiary of your Company wherein NSDL holds 84.49% and NDML holds 10.56% of the equity share capital.

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.com/annual-reports 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 Regulations, the Company has formulated and adopted a policy for determining Material Subsidiaries. For the FY 2025-26, both NDML and NPBL are the material subsidiaries of the Company. The Company s policy for determining material subsidiary, as approved by the Board, may be accessed on the Company s website at the link:

https://nsdl.com/nsdl/2026-06/Policy_for_Determining_Material_Subsidiary.pdf

DETAILS OF ASSOCIATE COMPANIES

Your Company has the following associate company as on

March 31, 2026:

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 BSE s subsidiaries India INX International Exchange and India International Clearing Corporation have jointly established Market Infrastructure Institutions (MIIs), comprising an International Bullion Exchange, a Clearing Corporation and a Depository Company at Gujarat International Finance Tec-City (GIFT City), through a Holding Company i.e India International Bullion Holding IFSC Limited (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 50 crores comprising of 50,00,00,000 equity shares of 1 each, equivalent to 20% stake in IIBH as on March 31, 2026. India International Bullion Holding IFSC Limited on a consolidated basis recorded a gross income of 21.60 crore and a loss of 21.57 crore for the year ended March 31, 2026.

During the year under review, SEBI, pursuant to the approval of the Board, has accorded its approval for an additional investment of up to 20 crore in India International Bullion Holding IFSC Limited (IIBH) for onward investment by IIBH into India International Depository IFSC Limited (IIDI), a wholly owned subsidiary of IIBH, in one or more tranches. Accordingly, the Company s aggregate investment in IIBH will increase to 70 crore. The proposed capital infusion will not result in any change in the Company s shareholding percentage in IIBH.

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 (JV) and Associate Company of your Company.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading ( the Insider Trading Code ). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ( the Code ) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company s website https://nsdl.com/codes-policies.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013 (the Act) 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, the Company has spent 6,31,07,079.64/-, 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 this Annual Report. The Company has formulated CSR Policy as approved by the Board and it is disclosed on the website of the Company at https://nsdl.com/codes-policies

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

The Company is committed to fostering inclusive growth and creating sustainable social value through its Corporate Social Responsibility (CSR) initiatives. Guided by its philosophy of Giving Back , NSDL continues to undertake impactful and sustainable programmes aimed at empowering underprivileged and underserved communities and contributing to their socio-economic development.

As a responsible corporate citizen, the Company implements need-based interventions that seek to improve the quality of life of beneficiaries and create a meaningful and lasting impact on society.

The Company s CSR initiatives are focused on key areas including education, healthcare, skill development, environmental sustainability, rural development, and disaster relief and rehabilitation. Through these initiatives, the Company endeavours to promote inclusive development, strengthen community resilience, and address critical developmental needs. By collaborating with credible implementing agencies and community stakeholders, NSDL continues to contribute towards sustainable socio-economic progress and the empowerment of communities, thereby reinforcing its commitment to responsible and inclusive growth.

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

HUMAN RESOURCES

Our company continues to place strong emphasis on the quality, engagement, and wellbeing of its Human Resources, recognising employees as key drivers of sustainable growth. A positive and inclusive work environment remains central to attracting, motivating, and retaining high-calibre talent.

Employee well being continues to be a priority, with a range of initiatives conducted during the year. As part of the Employee Wellness Programme, the Company organised health and wellness sessions, along with engagement-led initiatives aimed at promoting work-life balance and fostering a sense of community.

During the year, several employee engagement activities were conducted to enhance collaboration and strengthen organisational culture. These included festive celebrations such as Christmas events, Diya Making, Rangoli competitions, Womens Day, Fathers Day celebration,

Children s Day and the NISM tournament which encouraged participation and creativity across teams. The Company also continued its Rewards & Recognition (R&R) programmes to acknowledge and appreciate employee contributions. In addition, the organisation was recognised externally as a Company with Great Managers, reinforcing its commitment to strong leadership and people practices.

Team bonding and cross-functional collaboration were further encouraged through various initiatives and informal engagement platforms. Long service awards were presented during the Annual Offsite to recognise the dedication and commitment of tenured employees.

Effective and transparent communication continued to be a key focus area during the year. The Company strengthened leadership connect through initiatives such as Sampark Sabha (Townhall), where the Managing Director addressed employees across the organisation, sharing updates on business performance, growth outlook, and prevailing market conditions, while also encouraging open dialogue. In addition, the Managing Director conducted engaging interactions with new joiners, providing them an opportunity to engage directly with leadership, gain insights into the Company s vision and values, and build early alignment with organisational goals. These initiatives have contributed to fostering greater trust, clarity, and engagement across the workforce.

The Company remains committed to diversity and inclusion, with women constituting approximately 28.2% of the workforce as on March 31, 2026. Efforts continue to be made to build an equitable and inclusive workplace.

Material Developments in HR

Learning and development continue to be a key focus area. The Company actively invests in building employee capabilities through structured training programmes, covering behavioural, functional, and mandatory domains. During the year, a total of 20,152 training manhours were delivered across the organisation, reflecting the Company s commitment to continuous learning and skill enhancement:

Type of training	Sum of Manhours
Behavioural & Culture	7,371
Functional	4,602
Mandatory	8,179
Grand Total	20,152

Focused efforts were made to strengthen customised learning pathways, keeping in view evolving business needs and employee development requirements. Training programmes such as Indian Accounting Standard sessions and other domain-specific interventions were conducted to enhance professional competencies.

Employees across all levels are provided opportunities to participate in external seminars and forums in the capital markets and related areas, both in India and internationally. The Company also ensures that all new hires undergo a comprehensive induction programme, enabling them to understand the organisation s operations and culture. Regular training on Information Security, policy awareness, and regulatory compliance continues to be a key component of the learning framework.

Overall, the Company remains committed to nurturing talent, fostering engagement, and building a resilient and future-ready workforce.

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.com/investor-relation/code-and-polices.php

An Internal Committee (IC) has been constituted to redress and resolve any complaints arising under the POSH Act. During the year, the committee has not received any complaint in this regard. Training/awareness programmes 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, 2026.

BOARD AND ITS COMMITTEES

A. BOARD

Total 16 (Sixteen) meetings of the Governing Board were held during the financial year 2025-26. The details of Meetings of the Governing Board and the attendance of Directors at such Meetings are included separately in the Corporate Governance

Report for the Year ended March 31, 2026.

B. COMMITTEES

In terms of the Companies Act, 2013, SEBI (D&P) Regulations, 2018 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

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 as per Companies Act 2013 and SEBI Listing Regulations are given in the Corporate Governance Report for the year ended March 31, 2026.

Brief details regarding the composition, summary of the terms of reference, number of meetings held during FY 2025-26, and other relevant information relating to the Committees of the Board, in accordance with the SEBI (Depositories and Participants) Regulations, 2018, are provided below:-

1. Member Committee

The Board has constituted the Member Committee in accordance with Regulation 30 of SEBI (Depositories and Participants) Regulation 2018.

Number of Meetings:

The Committee met four times during the FY 2025-26 on April 29, 2025, July 21, 2025, November 12, 2025, and

January 27, 2026.

Brief Descriptions of the Terms of Reference are as follows:

The Committee inter-alia, shall oversee matters relating to admission, transfer, surrender, withdrawal, and change in control of membership by approving policies, criteria, and SOPs, and supervising any Internal Committee (IC) entrusted with these functions. It shall also ensure effective monitoring, inspection, and regulatory oversight of members and other market participants, formulate and implement disciplinary and enforcement policies, review violations and impose appropriate regulatory actions in line with the principles of natural justice and proportionality, oversee delegated actions taken by the IC, and consider appeals, reviews, or waivers of penalties. Additionally, the Committee shall recommend to the Investor Protection Fund (IPF) Trustees the settlement of legitimate claims of beneficial owners from the IPF where such claims are not covered by beneficial owner indemnity insurance

Composition of Committee as on date of this report

Sr.no Name of Director/IEP	Chairperson/ Member	Category
1 Dr. Shashank Saksena	Chairperson	PID
2 Mr. Parveen Kumar Gupta	Member	PID
3 Prof. Rajat Moona	Member	PID
4 Mr. Sanjay Panicker	Member	NID
5 Mr. Vijay Chandok	Member	MD & CEO

2. Standing Committee on Technology

The Board has constituted the Standing Committee on Technology in accordance with Regulation 30 of SEBI (Depositories and Participants) Regulation 2018.

Number of Meetings:

The Committee met five times during the FY 2025-26 on April 28,2025 , July 21, 2025, October 29 2025, January 22, 2026, and February 22, 2026.

Brief Descriptions of the Terms of Reference are as follows:

The Committee inter-alia, shall oversee the depository s technology governance framework by ensuring the adequacy, security, resilience, and efficiency of IT infrastructure, business continuity and disaster recovery arrangements, technology risk management, cybersecurity controls, system capacity, and IT resources. It shall review and monitor technology changes, system performance, cyber resilience measures, audits, VAPT, DR drills, and investigations into system disruptions, including approval of Root Cause Analysis (RCA) reports where required. The Committee shall also assess the overall cybersecurity posture and technology implementation of the depository, submit appropriate recommendations to the Governing Board, and consider any other matters referred to it by the

Governing Board and SEBI.

Composition of Committee as on date of this report

Sr.no Name of Director/IEP	Chairperson/ Member	Category
1 Prof. Rajat Moona	Chairperson	PID
2 Mr. Parveen Kumar Gupta	Member	PID
3 Dr. Shashank Saksena	Member	PID
4 Mr. Rajesh Doshi	Member	IEP
5 Mr. Mani Subra Ramachandran	Member	IEP
6 Mr. Sriram Krishnan	Member	NID
7 Mr. Vijay Chandok	Member	MD & CEO

3. Regulatory Oversight Committee

The Board has constituted the Regulatory Oversight Committee in accordance with Regulation 30 of SEBI (Depositories and Participants) Regulation 2018.

Number of Meetings:

The Committee met five times during the FY 2025-26 on May 16,2025 , August 11, 2025, September 18, 2025, November 12, 2025, and January 27, 2026.

Brief Descriptions of the Terms of Reference are as follows:

The Committee inter-alia, shall oversee surveillance, investigation, compliance, investor protection, grievance redressal, and governance-related matters of the depository. It shall supervise market surveillance activities, admission and continuous compliance of securities, implementation of applicable regulatory requirements, and review observations arising from SEBI inspections and PFMI assessments. The Committee shall also oversee compliance with the Code of Conduct by Directors, Key Management Personnel and other specified persons, monitor securities dealings and related disclosures, ensure adequacy of resources for critical operations and regulatory functions, review and strengthen grievance redressal mechanisms, supervise investor service initiatives, frame and review the Whistle Blower Policy, and periodically review the appropriateness of fees and charges levied by the depository, while ensuring effective governance, transparency, and investor protection.

Composition of Committee as on date of this report

Sr.no Name of Director/IEP	Chairperson/ Member	Category
1 Dr. Shashank Saksena	Chairperson	PID
2 Ms. Sripriya Kumar	Member	PID
3 Mr. Parveen Kumar Gupta	Member	PID
4 Dr. CKG Nair	Member	IEP
5 Mr. Sriram Krishnan	Member	NID

4. Investment Committee

The Board has constituted the Investment Committee in accordance with Regulation 30 of SEBI (Depositories and Participants) Regulation 2018.

Number of Meetings:

The Committee met twice during the FY 2025-26 on May 16, 2025 and, November 12, 2025.

Brief Descriptions of the Terms of Reference are as follows:

The Committee shall evaluate and review all investment and divestment proposals, other than treasury investments, including proposals involving infusion of funds or otherwise, assess capital expenditure proposals, undertake detailed analysis of existing investments, and provide its recommendations, together with the underlying rationale, to the Governing Board for consideration and appropriate decision-making.

STRATEGY MEETING:

As part of the Company s strategic planning process, a Strategy Meeting was conducted on November 27 and November 28, 2025, at Jaisalmer, Rajasthan. The discussions focused on the Company s strategic priorities, business performance, regulatory developments, technology and cyber security initiatives, financial performance, billing and recovery mechanism, operational efficiency across depository services, key risks, growth opportunities and long-term value creation. The meeting provided a platform for constructive engagement between the Governing Board and Management on matters critical to the Company s future growth and sustainability.

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 necessary declarations from the Public Interest Directors/Independent 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 Governing Board, all Public Interest Directors (Independent Directors) prescribed under the Companies Act, 2013 and Rules framed thereunder, SEBI D&P Amendment Regulations and SEBI Listing Regulations.

In terms of SEBI Listing Regulations, the Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Governing Board, all Public Interest Directors/Independent Directors possess requisite qualifications, experience (including proficiency), expertise and hold high standards of integrity required to discharge their duties. They exercise objective and independent judgement, without any external influence. List of key skills, expertise and core competencies of the Governing Board, including those of the Public Interest Directors/ Independent Directors, forms part of the Corporate Governance Report.

Sr.no Name of Director/IEP	Chairperson/ Member	Category
1 Ms. Sripriya Kumar	Chairperson	PID
2 Prof. Rajat Moona	Member	PID
3 Mr. Sanjay Panicker	Member	NID
4 Mr. Vijay Chandok	Member	MD & CEO

Composition of Committee as on date of this report

Further, the Public Interest Directors/Independent Directors have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate

Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and

Qualification of Directors) Rules, 2014

The Public Interest Directors /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.

DISCLOSURES BY DIRECTORS

The Directors have submitted the requisite disclosures, including notices of interest in Form MBP-1 pursuant to

Section 184(1) of the Companies Act, 2013, declarations in Form DIR-8 pursuant to Section 164(2) of the Act, and affirmations regarding compliance with the Company s

Code of Conduct.

The certificate of Non-Disqualification of Directors issued by M/s. Sanil Dhayalkar & Co. Practicing Company Secretary, forms part of the Corporate Governance Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The Company has adopted a Board Evaluation Policy, ( the Policy ) in line with the provisions of the Companies Act, 2013, SEBI Listing Regulations, SEBI (D&P) Regulations, and applicable SEBI circulars and guidelines. The Policy aims to ensure the effective functioning of the Governing Board and its members and provides a framework for the annual evaluation of the performance of the Governing Board, its Committees, the Chairperson, the Managing Director & CEO, Public Interest Directors/Independent Directors, and Non-Independent Directors.

Internal Evaluation:

In accordance with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and the SEBI (Depositories and Participants) Regulations, the Governing Board and the Independent Directors, at their respective meetings, carried out the annual performance evaluation of the Governing Board as a whole, its Committees, the Non-Independent Directors, the Independent Directors, the Managing Director & CEO, and the Chairperson of the Governing Board. The evaluation was conducted in line with the regulatory requirements and the Company s Policy, based on a structured questionnaire formulated in accordance with SEBI guidelines and comprising various performance-related parameters. All Directors participated in the evaluation process. The feedback, if any, arising from the evaluation was discussed by the Governing Board and the Public Interest Directors/Independent Directors at their respective meetings for continuous improvement in its effectiveness and functioning.

External Evaluation:

Pursuant to the SEBI (Depositories and Participants) Regulations and the circulars issued thereunder, Public Interest Directors and Non-Independent Directors are subject to an external performance evaluation by a human resources consulting firm at the time of their appointment and during the final year of their first term. Based on outcome of such evaluation and subject to prior approval of SEBI, Public Interest Directors/Independent Directors may be appointed for a term of three years or reappointed for a further term of three years on the Governing Board, in accordance with the prescribed regulatory requirements. Further, pursuant to SEBI Circular dated November 22, 2024, a skill evaluation metrics has to be developed to assess the applications for appointment or re-appointment of

PIDs and NIDs.

During the FY 2025-26, external performance evaluations were conducted by independent human resources consulting firms, in accordance with the applicable regulatory requirements. Potential Growth Technologies Private Limited conducted the evaluation of Mr. Parveen Kumar Gupta at the time of his reappointment as a Public Interest Director/Independent Director, whereas MCQube Consulting agency conducted the evaluation of Dr. Shashank Saksena at the time of his appointment as a Public Interest Director/Independent Director.

PERFORMANCE EVALUATION OF THE COMPANY AND ITS STATUTORY COMMITTEES UNDER REGULATION 31 OF THE SEBI (D&P) REGULATIONS, 2018

In accordance with Regulation 31(5) of the SEBI (Depositories and Participants) Regulations, 2018 and SEBI Circular No. SEBI/HO/MRD/POD-III/CIR/P/2025/12 dated January 30, 2025, the Company carried out an annual internal evaluation of its performance and that of its statutory committees for FY 2025-26. The report on internal evaluation of the Company and its Statutory Committee was approved by the Governing Board at its meeting held on June 29, 2026.

Further, pursuant to regulation 31(6) of the SEBI (Depositories and Participants) Regulations, 2018 and SEBI Circular No. SEBI/HO/MRD/POD-III/CIR/P/2024/127 dated September 24, 2024, the Company conducted an independent external evaluation of its overall performance and that of its statutory committees for the FY 2024-25.

Based on the findings of the evaluation, NSDL and its statutory committees were assessed to be functioning effectively and adhering to high standards of governance in the discharge of their respective roles and responsibilities. External evaluations will continue to be undertaken for each successive block of three financialyears.

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 the Board of Directors:

i. Appointment:

(a) Dr. Shashank Saksena (DIN: 01792291) was appointed as a Public Interest Director/ Independent Director on the Governing Board of the Company for a term of three years with effect from February 06, 2026. He shall not be liable to retire by rotation, as per the extant regulations. the

(b) Pursuant to SEBI s approval vide letter dated May 25, 2026, and based on the recommendations of the Nomination and

Remuneration Committee and approval of the Governing Board, Mr. Subhash Kelkar (DIN: 10188009) was appointed as an Executive Director Vertical 1 (Critical Operations), of the Company for a period of five years with effect from July 2, 2026. He shall not be liable to retire by rotation in accordance with the applicable provisions of law. The appointment is subject to ratification by the Members at the ensuing 14 th Annual General Meeting.

(c) Pursuant to SEBI s approval vide letter dated May 25, 2026, and based on the recommendations of the Nomination and

Remuneration Committee and approval of the Governing Board , Mr. Ankit Sharma (DIN:10496270) was appointed as an Executive Director Vertical 2 ((Regulatory, Compliance, Risk Management & Investor Grievances), of the Company for a period of five years, effective from the date of his joining the office, liable to retire by rotation in accordance with the applicable provisions of law. The appointment is subject to ratification by the Members at the ensuing 14th Annual General Meeting.

(d) Pursuant to the appointment of Executive

Directors for Vertical 1 and Vertical 2 and to ensure compliance with the Board composition requirements prescribed under the SEBI (Depositories and Participants) Regulations, 2018, the company has taken steps for the appointment of an Additional

Public Interest Director (PID) on its Governing Board. The proposal was duly approved by the

Nomination and Remuneration Committee and the Board of Directors, and an application has been submitted to SEBI for its approval.

Sr. No. Name of Key Managerial Personnel	Designation
1. Mr. Vijay Chandok	Managing Director & CEO
2. Mr. Jigar Shah	Chief Financial Officer
3. Mr. Alen Ferns	Company Secretary

ii.Reappointment:

Mr. Parveen Kumar Gupta (DIN: 02895343) was reappointed as a Public Interest Director/ Independent Director on the Governing Board of the

Company for a period of three (3) years with effect from September 06, 2025. He shall not be liable to retire by rotation, as per the extant regulations.

iii. Cessation:

Dr. Madhu Sudan Sahoo ceased to be a Public

Interest Director / Independent Director on the Governing Board of the Company with effect from

April 17, 2026. The Board places on record its appreciation for his valuable contributions and services rendered during his tenure.

The appointment and reappointment of Directors, was carried out in compliance with the provisions of the SEBI (Depositories and Participants) Regulations, 2018, Companies act 2013 and SEBI Listing Regulations and the circulars issued thereunder. The appointments/reappointments were undertaken after obtaining the requisite Heshallnotbe approvals from SEBI.

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., Managing Director & CEO, Chief Financial Officer and Company Secretary:

Following are the KMPs in terms of SEBI (D&P) Regulations:

Sr. No. Name of KMP	Designation
1. Mr. Vijay Chandok	Managing Director & CEO
2. Mr. Subhash Kelkar	Executive Director Vertical 1 (Critical Operations) (Appointed w.e.f. July 02, 2026)
3. Mr. Ankit Sharma	Executive Director Vertical 2 (Regulatory, Compliance, Risk Management & Investor Grievances) (Appointment is effective from the date of his joining the office)
4. Mr. Gopalan Srinivasa Raghavan	Executive Director (Ceased w.e.f. May 30, 2025)
5. Mr. Prashant Vagal	Chief Operating Officer
6. Mr. Kothandaraman Prabhakaran	Chief Technology Officer
7. Mr. Yash Gyanani	Chief Regulatory Officer
8. Mr. Vishal Gajjar	SVP-Special Projects
9. Ms. Meghna Kale	Chief Human Resource Officer
10. Mr. Nagesh Bihari Jha	Chief Information Security Officer
11. Mr. Sandip Dinesh Navdhare	Chief Risk Officer
12. Mr. Sameer Giridhar Patil	Chief Business Officer (Appointed on May 23,2025)
13. Mr. Suresh Nair	Compliance Officer & Head Legal (Appointed on July 1,2025)
14. Mr. Jigar Shah Chief Financial Officer
15. Mr. Alen Ferns Company Secretary
16. Mr. Rahul Pratap Singh Head Business Development and Product 2 (Ceased w.e. f. April 07, 2025)
17. Mr. Vishal Gupta Deputy Chief Technology Officer
18. Mr. Parag C. Joshi Head Depository Services
19. Mr. Balasaheb Yashwant Ugale Head-Infra and Network Services
20. Mr. Rakesh Mehta Lead Debt, Government Securities and Depository Participant Services

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance and has also implemented several best governance practices. The report on Corporate Governance for financial year 2025-26, 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 and is enclosed as Annexure C .

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.

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 proper explanation relating to material departure if any, have been provided.

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

(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 Listing Regulations, SEBI D&P Regulations and under the Companies Act, 2013.

The Nomination and Remuneration Policy as approved by the Nomination and Remuneration Committee and Board is disclosed on the website of the Company at

https://nsdl.com/nsdl/2026-06/Nomination_and_Remuneration_Policy.pdf

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 arm s 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 27 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.com/nsdl/2026-06/Policy-on-related-Party-Transactions.pdf

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.

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

The development and implementation of risk management policy / framework has been covered in the Management

Discussion and Analysis, which forms part of this report.

PUBLIC DEPOSITS

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

COST RECORDS

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

STATUTORY AUDITORS AND AUDITOR S REPORT

M/s. K C Mehta & Co LLP (ICAI Registration No. 106237W/ W100829) were appointed as Statutory Auditors of the Company, 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 forthefinancial year 2025-26. The Auditor s Report on the financial statements of the Company for the year ended March 31, 2026, forms part of the Annual Report.

The notes on financialReport 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

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Regulation 24A of the SEBI Listing Regulations, M/s. KANJ & CO. LLP, Practicing Company Secretaries, Pune (FRN: P2000MH005900), were appointed as Secretarial Auditors of the Company for a term of five (5) consecutive financial years, commencing from Financial Year 2025-26 to Financial Year 2029-30, to conduct the Secretarial Audit of the Company s records, registers, and other statutory documents.

M/s. KANJ & CO. LLP have confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

SECRETARIAL AUDITORS REPORT

The Secretarial Audit Report in the prescribed Form MR-3 for the Financial Year ended 31 st March 2026 is annexed to this Report as Annexure D . Pursuant to Regulation 24A of the SEBI Listing Regulations the Annual Secretarial Compliance Report issued for the financial year 2025-26, by M/s. KANJ & CO. LLP Practicing Company Secretaries, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines and Secretarial Standards is also enclosed as Annexure E .

The Secretarial Audit Report and Secretarial Compliance

Report do not contain any qualification, reservation, adverse remark, or disclaimer. During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

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 D (i) and Annexure D (ii) , respectively. The said reports do not contain any qualifications, reservation, adverse remarks or disclaimer.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the

Companies Act, 2013, read with rule 13 of the Companies (Accounts) Rules, 2014, the Board had appointed PKF

Shridhar and Santhanam as the Internal Auditor for the financial year 2025-26.

The Internal Auditor conducts periodic audits of the Company s operations, financial processes, and internal control systems to assess their adequacy and effectiveness. Internal audit reports are placed before the Audit Committee for review and appropriate action on a periodic basis.

COST AUDIT

The provisions relating to maintenance of cost records and appointment of a Cost Auditor under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company for the Financial Year 2025-26.

ANNUAL RETURN

The Annual Return of the Company as on

March 31, 2026, in accordance with the provisions of section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, is available on the Company s website at

https://nsdl.com/nsdl/2026-08/Draft%20Annual%20Return%20MGT%207%20NSDL%20AC5399285.pdf

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board confirmsthat during the Financial Year 2025-26, the Company has duly complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India, namely SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings).

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

Whistleblower 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.com/nsdl/2026-06/Whistle_Blower_Policy.pdf

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

Conservation of Energy and Technology absorption

Considering the nature of the operations of your Company, provisions with respect to conservation of energy and technology absorption of Section 134(3)(m) of the Companies Act, 2013, are not applicable, however the Company uses all the possible ways to conserve energy and optimise its energy usage and efficiency. The BKC office 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 has

CREDIT RATING OF SECURITIES

During the year under review, the provisions relating to the credit rating of securities were not applicable to the Company.

FINANCIAL DISINCENTIVE

During the year under review, the Company has transferred an amount of 1,50,00,000/- (Rupees One Crore Fifty- Lakh only) as financial disincentive to the NSDL Investor Protection Fund pursuant to the SEBI Master Circular dated October 6, 2023. A detailed Root Cause Analysis (RCA) was undertaken, which was reviewed by SCOT, approved by the Governing Board and presented to the SEBI Technical Advisory Committee (TAC). The Company has implemented all corrective and preventive measures arising from the RCA.

DETAILS OF REGULATORY NON-COMPLIANCE AND PENALTIES

During the year under review, the Company pursued settlement proceedings with the Securities and Exchange Board of India (SEBI) under the SEBI (Settlement Proceedings) Regulations, 2018, in relation to certain non-compliances observed during SEBI s inspection conducted in FY 2023-24. Pursuant to the Companys settlement application and Revised Settlement Terms (RST), SEBI, vide its email dated October 17, 2025, conveyed its acceptance of the settlement terms as recommended by the High-Powered Advisory Committee (HPAC), subject to compliance with Regulations 28 and 31 of the SEBI (Settlement Proceedings) Regulations, 2018.

Accordingly, the Company paid a settlement amount of 15,57,60,000 (Rupees Fifteen Crore Fifty-Seven Lakh

Sixty Thousand only) and complied with the applicable non-monetary settlement terms.

PREVENTION OF MONEY LAUNDERING ACT

NSDL and its Depository Participants (DPs), being intermediaries registered with SEBI, are subject to the provisions of the Prevention of Money Laundering Act, 2002 and the rules framed thereunder. The Company maintains a robust Anti-Money Laundering and Countering Financing of Terrorism (AML/CFT) framework under the Officer oversight of a Designated Director and a Principal the facility to optimise the availability of natural light throughout the workspace, thereby promoting the reduction of electricity usage. The Company has used information technology extensively in its operations.

Sr. No. Particulars	FY 2025- 26 ( in Lakh)	FY 2024- 25 ( in Lakh)
1. Foreign Exchange Earnings (Miscellaneous)	114.67	78.60
2. Foreign Exchange Outgo / Expenditure incurred in foreign currency	188.03	62.60

Foreign Exchange earnings/ outgo during the year under review: with policies periodically updated to align with regulatory requirements and industry best practices.

To strengthen the compliance framework, NSDL conducts regular training and awareness programmes for Depository Participants and their internal auditors, monitors high-risk transactions and alerts, and files Suspicious Transaction Reports (STRs), wherever applicable, thereby promoting financial integrity and regulatory compliance across the depository ecosystem.

PARTICULARS OF EMPLOYEES

Pursuant to 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, 2018 a statement containing the remuneration details of Directors and

Employees is annexed to this report as Annexure F and forms part of this report.

OTHER DISCLOSURES

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board of Directors hereby discloses the following:

(a) The financial statements of the Company remained unaltered, reflecting the company s commitment to transparency, accuracy and integrity in financial

(b) During the year under review, the Company did not enter into any one-time settlement with any bank or financial institution, reflecting prudent financial management and stable creditor relations.

(c) During the year under review, the Company has not issued any equity shares with differential voting rights or any convertible securities.

(d) The Company has paid the annual listing fees for the Financial Year 2025-26 to BSE Limited where its equity shares are listed.

(e) During the year under review, the Company has complied with all applicable corporate action requirements under the regulations of the Securities and Exchange Board of India and the stock exchanges. No default or non-compliance was observed during the year.

(f) The company is in compliance with the provisions of the Maternity Benefit Act, 1961.

OUTLOOK

The Company s 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 growth of capital markets and remains committed to expanding its depository services.

ACKNOWLEDGEMENT confirms and 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 organisation s growth and success possible.

For and on behalf of Board of Directors

Sd/-	Sd/-
Vijay Kumar Chandok	Parveen Kumar Gupta
Managing Director & CEO	Chairman
DIN:01545262	DIN: 02895343