National Securities Depository Ltd Directors Report

To the Members,

Your Directors are pleased to present the Thirteenth (13th) Annual Report and the Companys Audited Financial Statements (Standalone and Consolidated) for the Financial Year (FY) ended March 31, 2025.

FINANCIAL HIGHLIGHTS

Your Companys financial performance for the year ended March 31, 2025 as compared to the previous year is given in the table below.

(Rs in Crore, except EPS)

Particulars	Consolidated		Standalone
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	1420.15	1,268.24	618.63	473.05
Other Income	115.04	97.46	112.78	98.05
Total Income	1535.19	1,365.70	731.41	571.10
Total Expenditure	1033.32	973.79	272.70	219.75
Profit before Depreciation, IPF Expense, Share of Profit / (Loss) from Associates and Taxation	501.87	391.91	458.71	351.35
Depreciation	35.40	24.12	21.12	12.35
Contribution to Investor Protection Fund (IPF)	15.42	11.48	15.42	11.48
Profit before Share of Profit / (Loss) of investment accounted for using Equity Method and Taxation	451.05	356.31	422.17	327.52
Share of Profit/(Loss) of Associates	2.40	(1.36)	-	-
Profit before Tax	453.44	354.95	422.17	327.52
Tax Expense	110.32	79.51	100.55	69.44
Profit after Tax	343.12	275.44	321.62	258.08
Total Comprehensive Income	341.04	274.84	319.91	256.98
Appropriation:
Proposed Dividend (Final)	40.00	20.00	40.00	20.00
Surplus Carried to the Balance Sheet	301.04	254.84	279.91	236.98
Earnings Per Share (EPS)	17.16	13.77	16.08	12.90
Net Worth	2005.34	1,684.10	1,808.47	1,508.57

Result of Operations and State of Companys Affairs for FY 2024-25.

Standalone

Revenue from Operations increased to Rs618.63 crore in FY 2024-25 as compared to Rs473.05 crore in the previous year, a growth of 30.77%. Profit before Tax and Exceptional

Items increased to Rs422.17 crore in FY 2024-25 as compared to Rs327.52 crore in the previous year a growth 28.90%. Profit after Tax (PAT) increased to Rs321.62 crore in FY 2024-25 as compared to Rs258.08 crore in the previous year, a growth of 24.62%. Earnings Per Share (EPS) of the Company increased to Rs16.08 in FY 2024-25 as compared to Rs12.90 in the previous year.

The net worth of the Company as on March 31, 2025 increased by 19.88% to Rs1,808.47 crore as compared to Rs1,508.57 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. Rs15.42 crore has been set aside to be contributed to the Investor Protection Fund (IPF).

Consolidated

Revenue from Operations increased to Rs1420.15 crore in FY 2024-25 as compared to Rs1268.24 crore in the previous year, a growth of 11.98 %. Profit before Tax and Exceptional

Items increased to Rs453.44 crore in FY 2024-25 as compared to Rs354.95 crore in the previous year. Profit after Tax (PAT) increased to Rs343.12 crore in FY 2024-25 as compared to Rs275.44 crore in the previous year, a growth of 24.57%. Earnings per Share (EPS) of the Company increased to Rs17.16 in FY 2024-25 as compared to Rs13.77 in the previous year.

The net worth of the Company as on March 31, 2025, increased by 19.08% to Rs2005.34 crore as compared to Rs1,684.10 crore a year ago.

Dividend

The Board of Directors of your Company have recommended a dividend of Rs2/-per equity share on the face value of Rs2/- each (i.e.100%) for FY 2024-25 (as compared to Rs1/- per equity share on the face value of Rs2/- each in FY 2023-24) for consideration of the shareholders at the ensuing Annual General Meeting.

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% had 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) for FY 2023-24 was kept in an escrow account. Subsequently, the excess shareholding of IDBI & NSE in NSDL has been reduced by way of offer for sale. Accordingly, the Company has released the dividend on the above-mentioned shares kept in escrow account. The current shareholding of NSE &

IDBI is in compliance with the regulatory prescribed limits mentioned in SEBI (D&P) Regulations 2018.

The dividend distribution For the FY 2024-25 would result in a cash outflow ofRs40 crore on twenty crore equity shares.

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.co.in/investor-relation/ code-and-polices.php

UPDATE ON LISTING OF SHARES OF NSDL

Subsequent to the close of the financial year, the Company successfully completed its Initial Public Offering (IPO) through Offer for Sale of 50,145,001 Equity Shares of face value of 2/- each by the Selling Shareholders aggregating to 4,010.95 crore and was listed on August 06, 2025 on BSE CompanysLimited. This marks a significant growth journey and will enhance its visibility, brand image and access to capital markets. As there was no fresh issue of shares by the Company, it did not receive any proceeds from the IPO. Accordingly, the disclosure requirements pertaining to the utilization or variation/deviation in the utilization of IPO proceeds are not applicable to the Company.

Your Directors would like to appreciate the Merchant Bankers, legal counsels, shareholders and other stakeholders for supporting the Company to achieve the successful IPO and listing of shares. Your Directors also extend their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company and its management.

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

Our Company successfully got its equity shares listed on a recognised stock exchange (BSE Limited - Scrip Code: 544467).

Except for the above, there were no material changes and commitments affecting the financial position of the Company 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, 2025, the paid-up share capital stood at Rs40 crore comprising of 20 crore equity shares of face value of Rs2/- 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.

Subsequent to the close of the financial year the Company has attained the status of being listed on BSE Limited with effect from August 06, 2025, through its RHP and Prospectus dated July 23, 2025 and August 01, 2025 respectively. Since the Public Issue was through Offer for sale by existing shareholders, there was no increase in the paid-up share capital of the Company.

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

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

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 the explanation in Note 35 to the Standalone Financial Statements.

DETAILS OF SUBSIDIARY COMPANIES

Your Company has the following subsidiary companies as on March 31, 2025:

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 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 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.

NSDL Database Management Limited recorded a gross income of Rs101.71 crore and profit before tax of Rs45.34 crore for the year ended March 31, 2025.

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,

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

NPBL recorded a gross income of Rs721.65 crore and a profit of Rs1.85 crore for the year ended March 31, 2025. 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

Regulations, the Company has formulated and adopted a policy for determining Material Subsidiaries. For the FY 2024-25, 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, 2025:

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 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 Rs50 Crore comprising 50,00,00,000 equity shares of Rs1/- each, equivalent to 20% stake in IIBH as on March 31, 2025. India International Bullion Holding IFSC Limited recorded a gross income of Rs53.88 crore and Profit of Rs11.98 crore for the year ended March 31, 2025.

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.

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, your Company has spent Rs5,11,99,935/-, in various CSR activities and further has transferred Rs1,36,066/- to PM CARES FUND 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.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.

Your Company 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 corporate social responsibility (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 programs/projects, NSDL has been reaching out to the underprivileged section of the society and enabling socio-economic upliftment. NSDLs CSR projects/programs are focussed on education, health, skill development, environmental sustainability, rural development and disaster relief & rehabilitation.

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

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

HUMAN RESOURCES

Your Company places strong emphasis on the quality of its human resources, recognising employees as critical drivers of organisational growth. It also accords high priority to employee well-being, as reflected in the various health awareness programmes—conducted both online and offline throughout the year. As a part of the Employee

Wellness program, the Company has conducted Rewards

& Recognition, participation in Mumbai Marathon, Yoga sessions for employees, International Womens Day Celebrations with Zumba and stress management sessions.

The Company fosters a favourable work environment that supports the attraction, motivation, and retention of high-calibre talent. It remains committed to promoting diversity, as reflected by the representation of women, who comprised 30% of the workforce as of March 31, 2025. The Company has an R&R (Rewards & Recognition) programme wherein employees are appreciated and rewarded through various contests and programmes. During the Annual offsite company has awarded its tenured employees with the long service awards. The Company conducted team-building activities aimed at fostering cross-functional collaboration and strengthening interdepartmental relationships. It remains committed to nurturing its workforce by offering training programmes focused on the development and enhancement of employee skills and competencies.

Material Developments in HR

During the year, several training and orientation programmes were conducted, tailored to the specific needs of various employee cohorts. Officials across different levels were engaged in development initiatives aligned with their identified training requirements. The primary focus remained on building and enhancing customised learning pathways—both in design and content—while factoring in user experience and evolving organizational needs. The Company also nominates employees to participate or represent 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.

Type of training	Sum of Manhours
Competency Based	7029
Compliance	1261.2
Functional	447
Mandatory	1004.75
Grand Total	9741.95

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 step 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, 2025, which is enclosed as Annexure C.

BOARD AND ITS COMMITTEES A. BOARD

Ten meetings of the Board were held during the FY 2024-25. The details of meetings of the Board are provided in the Corporate Governance Report for the Year ended March 31, 2025 which is enclosed as Annexure C.

B. COMMITTEES

In terms of the Companies Act, 2013, SEBI (Depositories and Participants) (Amendment) Regulations, 2023 ("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 Committee

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, 2025, which is enclosed as Annexure C.

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 fulfilall the applicable Directors) 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 Circulars, 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.

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 PIDs 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. Rajani Gupte (DIN: 03172965) ceased to be

Public Interest Director from the Board of NSDL w.e.f. May 22, 2024.

b. 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.

c. Ms. Padmaja Chunduru (DIN: 08058663) ceased to be the Managing Director & CEO from the Board of NSDL w.e.f. August 31, 2024.

d. Mr. Vijay Chandok (DIN: 01545262) was appointed as Managing Director & CEO for a term of five years on the Board of NSDL w.e.f. November 28, 2024.

e. Mr. Shailendra Nadkarni (DIN: 03401830) ceased to be the Non-Independent Director from the Board of NSDL w.e.f. December 31, 2024.

f. Mr. Sanjay Panicker (DIN: 03531776) was appointed as Non-Independent Director on the Governing Board of NSDL w.e.f. January 01, 2025.

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., Managing Director and Chief Executive Officer, Chief Financial Officer and Company Secretary:

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

*Mr. Vijay Chandok (DIN: 01545262) was appointed as Managing

Director & CEO for a term of five years on the Governing Board of NSDL w.e.f. November 28, 2024.

**Mr. Jigar Shah was appointed as CFO of the Company w.e.f. March 03, 2025, in place of Ms. Vaishali Vaidya who was appointed as Interim CFO of the Company w.e.f. July 18, 2024 ceased to be the Interim CFO w.e.f. March 02, 2025. 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. Mr. Chandresh Shah ceased to be the Chief Financial Officer (CFO) of the Company w.e.f. April 07, 2024.

***Mr. Alen Ferns was appointed as the Company Secretary of the Company w.e.f. April 05, 2024. Mr. Malav shah ceased to be the Company Secretary w.e.f. April 04, 2024.

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

Name of KMP	Designation
1. Vijay Chandok	Managing Director & Chief Executive Officer (Appointed on November 28, 2024)
2. Padmaja Chunduru	Managing Director & Chief Executive Officer (Ceased w.e.f. August 31, 2024)
3. Gopalan Srinivasa Raghavan	Executive Director (Ceased w.e.f. May 30, 2025)
4. Prashant Vagal	Chief Operating Officer
5. Kothandaraman Prabhakaran	Chief Technology Officer
6. Yash Gyanani	Chief Regulatory Officer
7. Vishal Gajjar	SVP-Special Projects
8. Meghna Kale	Chief Human Resource Officer
9. Nagesh Bihari Jha	Chief Information Security Officer
10. Sandip Dinesh Navdhare	Chief Risk Officer
11. Sameer Giridhar Patil	Chief Business Officer (Appointed 2025) on May 23,
12. Suresh Nair	Compliance Officer & Head Legal (Appointed on July 1, 2025)
13. Jigar Shah	Chief Financial Officer (Appointed on March 03, 2025)
14. Alen Ferns	Company Secretary
15. Malav Shah	Head Legal & Compliance Officer (Ceased w.e.f. December
16. Rahul Pratap Singh	Head Business Development and Products 2 (Ceased w.e.f. April 07, 2025)
17. Vishal Gupta	Deputy Chief Technology Officer
18. Pradip Bhattacharya	Head Software Development and Maintenance (Ceased w.e.f. December 01, 2024)
19. Parag Joshi	Head Depository Services
20. Balasaheb Yashwant Ugale	Head-Infra and Network Services
21. Rakesh Mehta	Lead Debt, Government Securities and Depository Participant Services
22. Vaishali Vaidya	Interim Chief Financial Officer (Ceased as interim CFO w.e.f. March 02, 2025)
23. Pratik Punjabi	Chief Financial Officer (Ceased w.e.f. July 18, 2024)

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance and has also implemented several best governance practices. The report on Corporate Governance for FY 2024-25, 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 there are no material departures.

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 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, and SEBI Listing Regulations, the Company has formulated Nomination and Remuneration Policy for Directors and

Key Management Personnel identified under SEBI Listing Regulations, 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 C) 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 25 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.

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 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 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 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 specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013.

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 years commencing from August31,2023, foraperiod of five 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 2024-25. The Auditors

Report on the financial statements of the Company for the year ended March 31, 2025, 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. KANJ & CO. LLP Practicing Company Secretaries (Firm Registration No. P2000MH005900) to undertake the Secretarial Audit of the Company for the FY 2024-25.

The Secretarial Audit report issued in Form MR-3 by M/s. KANJ & CO. LLP Practicing Company Secretaries for the financial year ended March 31, 2025, is enclosed as Annexure D.

The Secretarial Auditors report does not contain any qualifications, reservations or report. However, the company has taken note of the areas of improvement mentioned in the 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 D (i) and Annexure D (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 issued for the FY 2024-25, by M/s. KANJ & CO. LLP Practicing Company Secretaries, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines and Secretarial Standards is enclosed as Annexure E.

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 M/s. Mahajan & Aibara Chartered Accountants as the Internal Auditor for the FY 2024-25.

ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2025 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 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 remarks in their 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

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 premisesoptimise its energy usage and efficiency. 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 has 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.

Foreign Exchange earnings/ outgo during the year under review:

Particulars	FY 2024- 25 (Rs in Lakh)	FY 2023- 24 (Rs in Lakh)
1. Foreign Exchange Earnings (Miscellaneous)	78.60	Nil
2. Foreign Exchange Outgo / Expenditure incurred in foreign currency	62.60	86.17

DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in

Form MBP-1 under Section 184(1) as well as intimation by directors in Form DIR-8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from M/s. KANJ & CO. LLP Practicing Company Secretary, is given in Corporate Governance Report which is enclosed as Annexure C.

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 F and forms part of this report.

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.

For and on behalf of Board of Directors
Sd/-	Sd/-
Vijay Chandok	Parveen Kumar Gupta
Managing Director & CEO	Chairman
DIN: 01545262	DIN: 02895343
Date: August 28, 2025
Place: Mumbai