National Stock Exchange Of India Ltd Auditor Reports

Dear Sirs,

1. This report is issued in accordance with the terms of our agreement dated June 8, 2026.

2. We have examined the attached Restated Consolidated Financial Information, expressed in Indian Rupees ( INR , Rs. ) in millions of National Stock Exchange of India Limited (hereinafter referred to as the Company , Holding Company or the Issuer ) and its subsidiaries (the Company and its subsidiaries together referred to as the Group) and its associates, comprising

(a) the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2026 , March 31,

2025 and March 31, 2024 (enclosed as Annexure I);

(b) the Restated Consolidated Statement of Profit and Loss for the financial years ended March 31,

2026 , March 31, 2025 and March 31, 2024 (enclosed as Annexure II);

(c) the Restated Consolidated Statement of Changes in Equity for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 (enclosed as Annexure III);

(d) the Restated Consolidated Statement of Cash Flows for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 (enclosed as Annexure IV);

(e) the Notes to the Restated Consolidated Financial Information including material accounting policy information and other explanatory information for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 (enclosed as Annexure V); and

(f) the Statement of Adjustments to Audited Consolidated Financial Statements for the years ended March 31, 2026, March 31, 2025 and March 31, 2024 (referred to as Statement of Adjustments to Audited Consolidated Financial Statements) (enclosed as Annexure VI);

(hereinafter together referred to as the Restated Consolidated Financial Information ), prepared by the Management of the Company in connection with the Proposed Initial Public Offering of Equity Shares of the Company (the IPO or the Issue ) in accordance with the requirements of

i. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the Act ) as amended from time to time,

ii. Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the SEBI ICDR Regulations ) issued by the Securities and Exchange Board of India (the SEBI ); and

iii. the Guidance Note on Reports in Company Prospectuses issued by the Institute of Chartered Accountants of India ( ICAI ) (the Guidance Note ).

The said Restated Consolidated Financial Information has been approved by the Board of Directors of the Company at their meeting held on June 8, 2026 for the purpose of inclusion in the Draft Red Herring Prospectus ( DRHP ) and has been signed by us under reference to this report.

Management s Responsibility for the Restated Consolidated Financial Information

3. The preparation of the Restated Consolidated Financial Information, for the purpose of inclusion in the DRHP to be filed with SEBI and BSE Limited, in connection with the proposed IPO, is the responsibility of the Board of Directors of the Company. The Restated Consolidated Financial Information have been prepared by the Management of the Company in accordance with the Basis of Preparation stated in Note 1(i)(a) to the Restated Consolidated Financial Information. The responsibility of the Board of Directors includes designing, implementing and maintaining internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The Board of Directors is also responsible for identifying and ensuring that the Group and its associates comply with the Act, SEBI ICDR Regulations and the Guidance Note.

Restated Consolidated Financial Information

4. The Restated Consolidated Financial Information, expressed in INR in millions, has been prepared by the Management of the Company from the audited consolidated financial statements of the Group and its associates as at and for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 prepared in accordance with the Indian Accounting Standards ( Ind AS ) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meetings held on May 5, 2026, May 6, 2025 and May 3, 2024, respectively.

Auditor s Responsibilities for the Restated Consolidated Financial Information

5. Our work has been carried out considering the concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information in accordance with the Guidance Note and other applicable authoritative pronouncements issued by the ICAI and pursuant to the requirements of Section 26 of the Act, and the SEBI ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the Issue.

6. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

7. Our examination of the Restated Consolidated Financial Information has not been carried out in accordance with the auditing standards generally accepted in the United States of America, standards of the Public Company Accounting Oversight Board and accordingly should not be relied upon by anyone as if it had been carried out in accordance with those standards or any other standards besides the guidance referred to in this report.

8. For the purpose of our examination, we have relied on the auditors reports issued by us on the consolidated financial statements of the Group and its associates as at and for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 as referred in paragraph 4 above, on which we issued an unmodified opinion vide our reports dated May 5, 2026, May 6, 2025 and May 3, 2024, respectively.

9. We have not audited any financial statements of the Group and its associates as of any date or for any period subsequent to March 31, 2026. Accordingly, we do not express any opinion on the financial position, results or cash flows of the Group and its associates as of any date or for any period subsequent to March 31, 2026.

Opinion

10. Based on our examination and according to the information and explanations given to us, we report that the Restated Consolidated Financial Information:

a. have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note;

b. have been prepared after incorporating adjustments in respect of regrouping/reclassifications retrospectively to reflect the same accounting treatment as per the accounting policies as at and for the financial year ended March 31, 2026, for all the reporting periods; and

c. does not contain any qualifications in the auditors reports which require any adjustments.

11. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the auditors reports on the Audited Consolidated Financial Statements mentioned in paragraph 8 above.

12. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us on the consolidated financial statements of the Group and its associates.

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

Emphasis of Matter

14. We draw your attention to the following matters:

a. The Auditor s report dated May 5, 2026 issued by us on the Consolidated Financial Statements of the Group and its associates as at and for the year ended March 31, 2026 included the following Emphasis of Matter paragraph, which has been reproduced below:

We draw attention to Note 36(b) to the Consolidated Financial Statements relating to the orders passed by the Securities and Exchange Board of India (SEBI) in relation to preferential access to tick-by-tick data at the Holding Companys Colocation facility, Dark Fiber point-to-point connectivity and governance and conflict of interest matters and the adjudication orders in relation to these matters. The Holding Company has recognised a provision of Rs. 13,912.07 million during the year ended March 31, 2026, in addition to an amount of Rs. 1,000 million provided for earlier as mentioned in Note 36(b) to the Consolidated Financial Statements. The future outcome of the above matters is uncertain at this stage. Our opinion is not modified in respect of this matter.

(Note 36(b) referred above has been reproduced as Note 34(b) to the Restated Consolidated Financial Information in Annexure V).

b. The Auditor s report dated May 6, 2025 issued by us on the Consolidated Financial Statements of the Group and its associates as at and for the year ended March 31, 2025 included the following Emphasis of Matter paragraph, which has been reproduced below:

We draw your attention to Note 34(b) to the consolidated financial statements, relating to the orders passed by the Securities and Exchange Board of India ( SEBI ) in relation to preferential access to tick-by-tick data at the Holding Company s Colocation facility, Dark Fiber point-to-point connectivity and Governance and Conflict of Interest matters and the adjudication orders in relation to these matters. The future outcome of the above matters is uncertain at this stage. Based on the legal opinion obtained by the Holding Company, except for the penalty amount of Rs. 1,000 million as mentioned in Note 34(b) to the consolidated financial statements, no provision has been recognised towards the above matters. Our opinion is not modified in respect of this matter.

(Note 34(b) referred above has been reproduced as Note 34(b) to the Restated Consolidated Financial Information in Annexure V).

c. The Auditor s report dated May 3, 2024 issued by us on the Consolidated Financial Statements of the Group and its associates as at and for the year ended March 31, 2024 included the following Emphasis of Matter paragraph, which has been reproduced below:

We draw your attention to Note 35(b) to the consolidated financial statements, relating to the orders passed by the Securities and Exchange Board of India ( SEBI ) in relation to preferential access to tick-by-tick data at the Holding Company s Colocation facility, Dark Fiber point to-point connectivity and Governance and Conflict of Interest matters and the adjudication orders in relation to these matters. The above matters continue to be under appeal with the Hon ble Securities Appellate Tribunal or the Hon ble Supreme Court. The future outcome of the above matters is uncertain at this stage. Based on the legal opinion obtained by the Holding Company, except for the penalty amount of Rs. 1,000 million as mentioned in Note 35(b) to the consolidated financial statements, no provision for any liability has been recognised towards the above matters. Our opinion is not modified in respect of this matter .

(Note 35(b) referred above has been reproduced as Note 34(b) to the Restated Consolidated Financial Information in Annexure V).

Other Matters

15. As indicated in our audit reports referred in paragraph 8 above:

i. we did not audit the financial statements of certain subsidiaries, whose share of total assets, net assets, total revenues, total comprehensive income (comprising of profit and other comprehensive income) and net cash inflows / (outflows) as considered in the consolidated financial statements of the Group, is tabulated in Table A below. The consolidated financial statements also included the Group s share of profit in its associate as at and for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024, as tabulated in Table A below. These financial statements have been audited by other auditors (Refer Tables A and B), whose reports have been furnished to us by the Holding Company s management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors for the year ended March 31, 2024 and based on the reports of the other auditors and procedures carried out by us for the years ended March 31, 2025 and March 31, 2026.

Table A

(Rs. In million)

Particulars		As at /for the year ended March 31, 2026		As at /for the year ended March 31, 2025		As at/for the year ended March 31, 2024
Number of entities		The consolidated financial statements of three subsidiaries, standalone financial statements of one subsidiary and financial statements of one associate		The consolidated financial statements of two subsidiaries, standalone financial statements of two subsidiaries and financial statements of one associate		The consolidated financial statements of two subsidiaries, standalone financial statements of one subsidiary and financial statements of one associate
Total Assets		553,309.10		381,123.40		403,950.00
Net Assets		79,493.30		65,881.00		70,968.40
Total Revenue		26,268.10		33,414.50		28,659.10
Total comprehensive income (comprising of profit and other comprehensive income)		17,629.10		37,235.50		18,801.30
Net cash inflows/ (outflows)		149,086.10		(51,583.30)		172,987.60
Share of total comprehensive income (comprising of profit/(loss) and other comprehensive income) of associate		3.20		34.40		(10.20)
Name of the entity	Relationship		Auditor		Financial Statements and Audit Period
NSE Clearing Limited	Subsidiary		Khandelwal Jain & Co Chartered Accountants		Consolidated financial statements for financial years ended March 31, 2026, March 31, 2025 and March 31, 2024
NSE Investments Limited	Subsidiary		K S Aiyar & Co. Chartered Accountants		Consolidated financial statements for financial years ended March 31, 2026, March 31, 2025 and March 31, 2024
NSE IFSC Limited	Subsidiary		Khandelwal Jain & Co Chartered Accountants		Consolidated financial statements for financial year ended March 31, 2026; and Standalone financial statements for financial years ended March 31, 2025 and March 31, 2024
NSE Administration & Supervision Limited	Subsidiary		Gokhale & Sathe Chartered Accountants		Standalone financial statements for the financial years ended March 31, 2026 and March 31, 2025
India International Bullion Holding IFSC Limited	Associate		Vidya & Co Chartered Accountants		Financial years ended March 31, 2026, March 31, 2025 and March 31, 2024

ii. We did not audit the financial statements of a stepdown subsidiary and a subsidiary (Refer T able

C) whose financial statements reflect total assets of Rs. Nil and Rs. 20.00 million and net assets of Rs. Nil and Rs. 3.10 million as at March 31, 2025 and March 31, 2024, respectively, total revenue of Rs. * and Rs. Nil, total comprehensive income (comprising of loss and other comprehensive income) of Rs. * and Rs. (6.90) million and net cash flows amounting to Rs. * and Rs. 2.70 million as at and for the years ended on those dates respectively, as considered in the consolidated financial statements for the years ended March 31, 2025 and March 31, 2024, respectively. The consolidated financial statements also include the Group s share of total comprehensive income (comprising of profit and other comprehensive income) of Rs. 1,124.6 million, Rs. 1,281 million and Rs. 985.60 million for the years ended March 31, 2026, March 31, 2025 and March 31, 2024, respectively as considered in the consolidated financial statements, in respect of certain associate companies (Refer Table C), whose financial information have not been audited by us. These financial statements/ financial information are unaudited and have been furnished to us by the Management, and our opinion on the consolidated financial statements insofar as it relates to the amounts and disclosures included in respect of these subsidiaries and associate companies is based solely on such unaudited financial statements/ financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements/ financial information are not material to the Group.

*Amount below rounding off convention

Name of the entity	Relationship	Period
NSE Administration & Supervision Limited	Subsidiary	Financial period ended March 31, 2024
NSE Infotech Services Limited	Stepdown subsidiary	Financial year ended March 31, 2025
National Securities Depository Limited	Associate	Financial years ended March 31, 2026, March 31, 2025 and March 31, 2024
Power Exchange India Limited	Associate	Financial years ended March 31, 2026 and March 31, 2025
Market Simplified India Limited	Associate	Financial years ended March 31, 2026
Receivables Exchange of India Limited	Associate	Financial years ended March 31, 2026, March 31, 2025 and March 31, 2024
Indian Gas Exchange Limited	Associate	Financial years ended March 31, 2026, March 31, 2025 and March 31, 2024
Capital Quant Solutions Private Limited	Associate	Financial years ended March 31, 2026, March 31, 2025 and March 31, 2024
Protean e-Governance Technologies Limited (upto November 25, 2024)	Associate	Financial years ended March 31, 2025 and March 31, 2024

Our opinion on the consolidated financial statements is not modified in respect of these matters.

16. We did not examine :

i. the restated financial information of certain subsidiaries, whose share of total assets, net assets, total revenues, total comprehensive income (comprising of profit and other comprehensive income), net cash inflows / (outflows) as considered in the Restated Consolidated Financial Information of the Group and its associates, is tabulated in Table D below. These restated financial information have been examined by other auditors (Refer Tables D and E), whose examination reports have been furnished to us by the Holding Companys management and our opinion on the Restated Consolidated Financial Information, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the examination reports of the other auditors.

Particulars	As at /for the year ended March 31, 2026	As at /for the year ended March 31, 2025	As at/for the year ended March 31, 2024
Number of entities	The consolidated financial information of three subsidiaries and standalone financial information of one subsidiary	The consolidated financial information of two subsidiaries and standalone financial information of two subsidiaries	The consolidated financial statements of two subsidiaries and standalone financial information of two subsidiaries
Total Assets	553,309-10	381,123.40	403,970.00
Net Assets	79,493.30	65,881.00	70,971.50
Total Revenue	26,268.10	33,414.50	28,659.10
Total comprehensive income (comprising of profit and other comprehensive income)	17,629.10	37,235.50	18,794.40
Net cash inflows/ (outflows)	149,086.10	(51,583.30)	172,990.30

Name of the entity	Relationship	Auditor	Financial Information and Examination Period
NSE Clearing Limited	Subsidiary	Khandelwal Jain & Co Chartered Accountants	Consolidated financial information for financial years ended March 31, 2026, March 31, 2025 and March 31, 2024
NSE Investments Limited	Subsidiary	K S Aiyar & Co. Chartered Accountants	Consolidated financial information for financial years ended March 31, 2026, March 31, 2025 and March 31, 2024
NSE IFSC Limited	Subsidiary	Khandelwal Jain & Co Chartered Accountants	Consolidated financial information for financial year ended March 31, 2026; and Standalone financial information for financial years ended March 31, 2025 and March 31, 2024
NSE Administration & Supervision Limited	Subsidiary	Gokhale & Sathe Chartered Accountants	Standalone financial information for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024

These other auditors of the subsidiaries as mentioned above, have confirmed that the restated financial information of the respective components:

i. have been prepared after incorporating adj ustments for regrouping/reclassifications to reflect the same accounting treatment as per the accounting policies and grouping/ classifications followed as at and for the year ended March 31, 2026;

ii. have been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance Note; and

iii. does not contain qualifications in the auditors reports requiring any adjustments.

17. We did not examine the restated financial information of a stepdown subsidiary (Refer Table F) whose financial information reflect total assets of Rs. Nil and net assets of Rs. Nil as at March 31, 2025, total revenue of Rs. *, total comprehensive income (comprising of loss and other comprehensive income) of Rs. * and net cash flows amounting to Rs. * for the year ended on that date, as considered in the Restated Consolidated Financial Information for the year ended March 31, 2025. The Restated Consolidated Financial Information also include the Group s share of total comprehensive income (comprising of profit and other comprehensive income) of Rs. 1,127.80 million, Rs. 1,315.40 million and Rs. 975.40 million for the years ended March 31, 2026, March 31, 2025 and March 31, 2024 respectively as considered in the Restated Consolidated Financial Information, in respect of certain associate companies (Refer Table F), whose financial information have not been audited by us. These restated financial information are unexamined and have been furnished to us by the Management, and our opinion on the Restated Consolidated Financial Information insofar as it relates to the amounts and disclosures included in respect of this subsidiary and associate companies is based solely on such unexamined financial information. In our opinion and according to the information and explanations given to us by the Management, these financial information are not material to the Group.

*Amount below rounding off convention

Table F

Name of the entity	Relationship	Period
NSE Infotech Services Limited	Stepdown subsidiary	Financial year ended March 31, 2025
National Securities Depository Limited	Associate	Financial years ended March 31, 2026, March 31, 2025 and March 31, 2024
Power Exchange India Limited	Associate	Financial years ended March 31, 2026 and March 31, 2025
Market Simplified India Limited	Associate	Financial years ended March 31, 2026
Receivables Exchange of India Limited	Associate	Financial years ended March 31, 2026, March 31, 2025 and March 31, 2024
Indian Gas Exchange Limited	Associate	Financial years ended March 31, 2026, March 31, 2025 and March 31, 2024
Capital Quant Solutions Private Limited	Associate	Financial years ended March 31, 2026, March 31, 2025 and March 31, 2024
Protean e-Governance Technologies Limited (upto November 25, 2024)	Associate	Financial years ended March 31, 2025 and March 31, 2024
India International Bullion Holding IFSC Limited	Associate	Financial years ended March 31, 2025 and March 31, 2024

Restriction on Use

18. This report is addressed to and is provided to the Board of Directors of the Company solely for inclusion of the report in the Offer Document of the Company, to be filed with the SEBI and BSE Limited prepared in connection with the Issue. Our report should not be used by any other person; or be used, circulated, published, quoted, or otherwise be referred to for any other purpose; or be filed with or referred to orally or in any document other than the Offer Document, in whole or in part. Price Waterhouse & Co Chartered Accountants LLP does not accept or assume any liability or any duty of care for any other purpose or to any person other than the Company.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E- 300009

Amit Borkar Partner

Membership Number 109846 UDIN : 26109846PLUMVY5571 Place : Mumbai Date : June 8, 2026

NATIONAL STOCK EXCHANGE OF INDIA LIMITED CIN : U67120MH1992PLC069769 AnnexureI