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DIRECTORS' REPORT

BSE Ltd.

GO
Market Cap. ( ₹ in Cr. ) 139992.69 P/BV 20.98 Book Value ( ₹ ) 164.30
52 Week High/Low ( ₹ ) 4447/2022 FV/ML 2/1 P/E(X) 56.06
Book Closure 10/07/2026 EPS ( ₹ ) 61.48 Div Yield (%) 0.29
Year End :2026-03 

The Board of Directors ("Board”) presents the 21st Annual Report of BSE Limited ("the Company” or "BSE” or "Exchange”) together with the audited
financial statements for the Financial Year ended March 31,2026.

1. STATE OF COMPANY’S AFFAIRSA. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance for Financial Year ("FY”) 2025-26 is summarised in the following table:

Particulars

Standalone

Consolidated

2025-26 |

2024-25

2025-26 |

2024-25

Total revenue

4,83,634

2,91,275

5,14,810

3,23,631

Total expenses

1,68,807

1,34,759

1,83,742

1,48,063

Profit before contribution to core settlement guarantee fund

3,14,827

1,56,516

3,31,068

1,75,568

Contribution to core settlement guarantee fund

7,696

9,000

7,696

9,000

Profit before exceptional items & tax

3,07,131

1,47,516

3,23,372

1,66,568

Exceptional items (income)

1,590

-

-

-

Profit before tax and share of profits of associates

3,08,721

1,47,516

3,23,372

1,66,568

Share of profits of associates

-

-

6,542

8,259

Profit before tax

3,08,721

1,47,516

3,29,914

1,74,827

Tax expenses

75,305

36,271

82,384

43,121

Net profit for the year from continuing operation

2,33,416

1,11,245

2,47,530

1,31,706

Net profit for the year from discontinued operation

-

-

1,195

526

Net Profit for the year from total operation

2,33,416

1,11,245

2,48,725

1,32,232

Net profit attributable to the Shareholders of the Company

2,33,416

1,11,245

2,49,698

1,32,589

Net profit attributable to the non-controlling interest

-

-

(973)

(357)

Other comprehensive income

57

(278)

3,744

501

Total comprehensive income for the year

2,33,473

1,10,967

2,52,469

1,32,733

Total comprehensive income attributable to the Shareholders of the Company

2,33,473

1,10,967

2,52,061

1,32,773

Total comprehensive income attributable to the non-controlling interest

-

-

408

(40)

Basic and diluted EPS before exceptional items - Continuing operations '

56.27

27.00*

60.32

32.06*

Basic and diluted after exceptional items - Continuing operations '

56.66

27.00*

60.32

32.06*

Basic and diluted after exceptional items - Discontinued operations '

-

-

0.29

0.12*

Basic and diluted after exceptional items - Total operations '

56.66

27.00*

60.61

32.18*

* Pursuant to the approval of the Shareholders through Postal ballot, the Company had issued27,46,52,718 bonus equity shares of face value ' 27- each, in the ratio of 2 (Two) equity
shares for every 1 (one) equity share held by the equity shareholders whose names appeared in the Register of Members on May23,2025, being the “Record Date”.Accordingly, as
per IND AS 33 - Earnings per share, the basic and diluted earnings per share for the previous year have been adjusted and restated.

I. Consolidated Results

The total income of the Company during FY 2025-26 was ' 5,14,810 Lakh,
reflecting an increase of ' 1,91,179 Lakh (up by 59%) from ' 3,23,631
Lakh over previous FY 2024-25. The net profit after tax was higher by
' 1,16,493 Lakh (up by 88%) from ' 1,32,232 Lakh in previous FY 2024¬
25 to ' 2,48,725 Lakh in the current FY 2025-26.

II. Standalone results

The total income of the Company during the FY 2025-26 was ' 4,83,634
Lakh, reflecting an increase of ' 1,92,359 Lakh (up by 66%) from
' 2,91,275 Lakh over previous FY 2024-25. The net profit after tax was
higher by ' 1,22,171 Lakh (up by 110%) from ' 1,11,245 Lakh for the
previous FY 2024-25 to ' 2,33,416 Lakh for current FY 2025-26.

B. DIVIDEND

Pursuant to the Dividend Distribution Policy of the Company, the Board
of Directors at their Meeting held on May 7, 2026, has recommended a
final dividend of ' 10/- per equity share of face value of ' 2/- each fully
paid up for the FY ended March 31, 2026. This proposal is subject to
approval by the Shareholders at the Twenty-First Annual General Meeting
("AGM”) scheduled on August 19, 2026, and will result in a total payout
of ' 41,198 Lakh. Shareholders holding shares as on Friday, July 10,
2026, ("Record Date”), will receive the dividend, which will be paid within
statutory timelines after tax deductions.

For more information on tax deductions, please see the section titled Tax
Deducted at Source ("TDS”) on Dividend in the notes accompanying the AGM
Notice. Further, for shares held in abeyance under Clause 5.3 of the BSE
(Corporatisation and Demutualisation) Scheme, 2005 (hereinafter referred to
as the "BSE Demutualisation Scheme”) dividend as may be declared by the
Company from time to time are being provided for and would be payable on
the allotment of these shares. Brief details about the shares being kept in
abeyance by the Company are given in ‘Share Capital’ section.

C. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the
year under review.

D. INVESTOR RELATIONS

The Company is committed to setting a high standard in investor relations
by adopting best practices and fostering mutual understanding with both
Domestic and International investors.

To achieve this, the Company strives for excellence in its investor
engagement efforts through various formats, including physical, video, and
audio meetings, structured conference calls, and regular interactions such
as one-on-one meetings, investor conferences, quarterly earnings calls,
and analyst meetings.

The leadership team, including the MD & CEO, Chief Financial Officer, Chief
Business Officer, Chief - Product, Policy & Strategy, and Investor Relations
Officer, invested significant time in investor engagement, conducting forty-
six one-on-one meetings and participating in thirty investor conferences

organized by reputable broking houses. Throughout the year, the Company
held four quarterly earnings calls that were well attended by both investors
and analysts. It is important to note that no unpublished price-sensitive
information (UPSI) was shared in any of the abovementioned meetings.
The Company ensures access to important information for all investors
by publishing it on the National Stock Exchange of India Limited (NSE),
where the Company’s securities are listed. In addition, such information is
simultaneously made available on the Company’s website.

E. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
COMPANY

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. Further, there has been no change in the nature of the
Company’s business during the year under review.

F. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators,
Courts or Tribunals during the year impacting the going concern status and
the operations of the Company in future.

2. SHARE CAPITAL

As of March 31,2026, the total paid-up equity share capital of the Company
stood at ' 81,57,68,154 comprising 40,78,84,077 equity shares of face
value ' 2/- each.

The paid-up equity share capital increased from ' 27,07,52,718
(13,53,76,359 equity shares) to ' 81,57,68,154 (40,78,84,077 equity
shares) during the year pursuant to the issue of bonus shares and subsequent
allotment of shares held in abeyance under the BSE Demutualisation Scheme,
as detailed below:

CHANGE IN PAID-UP SHARE CAPITAL
Bonus Issue:

The Board of Directors at their meeting held on March 30, 2025,
recommended the issue of bonus equity shares, in the ratio of 2:1,
i.e., 2 (Two) bonus equity Shares for every 1 (One) fully paid-up Equity
Share of '2/- each. Accordingly, the Shareholders approved the issue of
27,46,52,718 bonus equity shares through postal ballot on May 9, 2025.

Subsequently, the Company allotted 27,07,52,718 bonus equity shares on
May 26, 2025, to the eligible shareholders holding shares as on May 23,
2025, being the record date fixed for this purpose.

Further, the allotment of bonus equity shares in respect of 39,00,000
equity shares of '2/- each held by 10 trading members of erstwhile BSE,
pursuant to BSE Demutualisation Scheme, was kept in abeyance, along
with the accumulated corporate benefits thereon, and the same forms part
of issued share capital of the Company.

Accordingly, the share allotments pursuant to the bonus issue resulted
in an increase in paid-up equity share capital of the Company from
13,53,76,359 equity shares of ' 2/- each to 40,61,29,077 equity shares
of '2/- each.

Allotment of shares held in Abeyance:

Pursuant to Clause 5 of the BSE Demutualisation Scheme, which was
approved by SEBI vide its notification dated May 20, 2005, every Trading
Member holding membership rights of the Exchange, or their nominee, as
applicable, as of the specified record date, was entitled to receive 10,000
equity shares of face value ' 1/- each in exchange for their membership
rights of erstwhile BSE. Subsequently, upon consolidation of Company’s
share capital, such entitlement has been revised to 5,000 equity shares
with a face value of ' 2/- each. All corporate benefits, including dividends
and bonus shares, declared by the Company from time to time in respect of
the shares kept in abeyance are being accounted for and shall be payable
upon the allotment of such shares.

During FY 2025-26, the Company allotted a total of 17,55,000 equity
shares of face value of ' 2/- each, along with the applicable corporate
benefits, in respect of three abeyance cases where the entitlement to
shares had been kept in abeyance pursuant to the BSE Demutualisation
Scheme. Accordingly, the said allotment resulted in an increase in the paid-
up equity share capital of the Company from 40,61,29,077 equity shares
of '2/- each to 40,78,84,077 equity shares of '2/- each.

As of March 31,2026, the entitlements of seven Trading Members continue
to remain in abeyance due to various reasons. All corporate benefits, including
dividends, accruing on such shares are being appropriately accounted for
and shall be disbursed upon the eventual allotment of these shares.

3. INVESTOR EDUCATION AND PROTECTION FUNDA. TRANSFER OF UNCLAIMED DIVIDEND

As per Section 124 of the Companies Act, 2013 ("the Act”) and the Investor
Education and Protection Fund Authority ("IEPF”) Rules, any unpaid or
unclaimed dividend for seven consecutive years must be transferred to the
IEPF Authority set up by the Central Government. Consequently, the Company
has transferred the following amounts to the IEPF Authority this financial year:

Sr.

No.

Type of
Dividend

Financial

Year

Dividend

Per

Share

Date of
Declaration

Date of
Transfer

Amount

Transferred

1.

Final

Dividend

2017-2018

' 31/-

August 2,
2018

October
01,2025

' 22,73,137

2.

Interim

Dividend

2018-2019

' 5/-

November
30, 2018

January
27, 2026

' 3,12,875

B. TRANSFER OF SHARES

As per IEPF Rules, 2016, equity shares with unclaimed dividends for
seven consecutive years must be transferred to the IEPF Authority’s
Demat Account within thirty days of becoming due. The Company had
sent periodical reminders /issued public notices to claim such unclaimed
dividends in order to avoid transfer of corresponding shares to IEPF
Authority.

Accordingly, the Company has transferred the following shares to the IEPF
Authority this financial year:

Sr.

Type of

Financial

Date of

No. of Shares

No. of

No.

Dividend

Year

Transfer

Transferred

shareholders

of Shares

to IEPF

whose shares

to IEPF

Authority

were transferred

Authority

to IEPF

Authority

1.

Final Dividend

2017-2018 September 29,

1,762

12

2025

2.

Interim

2018-2019

January 28,

3,102

21

Dividend

2026

Shareholders can reclaim both unclaimed dividends and shares from the
IEPF Authority by following the procedure as prescribed under IEPF Rules,
2016, as amended from time to time.

The Shareholders whose unclaimed dividend(s) and/or share(s) have
been transferred to IEPF, may contact the Company or Registrar &
Transfer Agent (RTA) and submit the required documents for issuance
of Entitlement Letter. The Shareholders shall attach the Entitlement
Letter and other required documents and file web Form IEPF-5
available on
www.mca.gov.in for claiming the dividend(s) and/or
share(s).

No claims shall lie against the Company in respect of the unclaimed
dividends and shares transferred to the IEPF Authority and all benefits
accruing on such shares, if any, shall also be transferred to the IEPF
Authority.

C. DETAILS OF NODAL OFFICER

Name : Shri Vishal Bhat, Company Secretary & Compliance Officer
E-mail : vishal.bhat@bseindia.com

D. YEARLY AMOUNT OF UNCLAIMED DIVIDENDS REMAINING IN THE UNPAID ACCOUNT AS OF MARCH 31, 2026, ALONG WITH THE
ASSOCIATED SHARES THAT ARE SUBJECT TO TRANSFER TO THE IEPF, INCLUDING THE DEADLINES FOR SUCH TRANSFER:

Sr. Date of declaration of Dividend
No.

Number of
Shareholders
against whom
Dividend
amount is
unclaimed

Number
of shares
against whom
Dividend
amount is
unclaimed

Amount
Unclaimed as
on March 31,
2026

O

Due date of
transfer of
Unclaimed
Dividend to IEPF*

1 14th Final Dividend (FY 2018-19) AGM held on July 15, 2019

1,458

49,814

12,45,350

August 18, 2026

2 15th Final Dividend (FY 2019-20) AGM held on July 30, 2020

1,857

91,450

14,10,698

August 30, 2027

3 16th Final Dividend (FY 2020-21) AGM held on August 24, 2021

2,099

1,02,523

19,49,666 September 23, 2028

4 17th Final Dividend (FY 2021-22) AGM held on July 14, 2022

2,783

1,69,162

21,89,208

August 16, 2029

5 18th Final Dividend (FY 2022-23) AGM held on August 31,2023

2,574

1,62,881

18,76,242

October 2, 2030

6 19th Final Dividend (FY 2023-24) AGM held on July 15, 2024

3,421

1,74,482

24,63,496

August 15, 2031

7 20th Final Dividend (FY 2024-25) AGM held on August 20, 2025

3,190

1,22,667

26,71,610 September 19, 2032

Shareholders are encouraged to claim their outstanding or unclaimed
dividends to prevent the transfer of such dividends and the related
shares to the IEPF by contacting our RTA, KFin Technologies Limited at
einward.ris@kfintech.comor to the Company at bse.shareholders@
bseindia.com.

4. MANAGEMENTA. DIRECTORS AND KEY MANAGEMENT PERSONNEL

As of March 31,2026, the Board consists of eight Directors, which includes
six Public Interest Directors ("PIDs”) and two Non-Independent Directors
("NIDs”), one of whom holds the position of Managing Director & CEO.

Pursuant to the Securities Contracts (Regulation) (Stock Exchanges
and Clearing Corporations) Regulations 2018, ("SECC Regulations”),
the Company has 15 Key Management Personnel (including Key
Managerial Personnel as defined under the Companies Act, 2013)
as of March 31, 2026. These individuals have also been designated
as Senior Management of the Company as per the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations”).

As of the date of this report, in accordance with Section 203(1) of the
Companies Act, 2013, Shri Sundararaman Ramamurthy, Managing
Director & CEO, Shri Deepak Goel, Chief Financial Officer, and Shri Vishal
Bhat, Company Secretary & Compliance Officer, are designated as the Key
Managerial Personnel ("KMPs”) of the Company.

CHANGES DURING THE YEAR AND THEREAFTER:

• Shri Rajiv Bansal and Dr. Santanu Paul were appointed as a PID,
effective April 1, 2025, and January 14, 2026, respectively, for a
term of three years. In the opinion of the Board, Shri Rajiv Bansal

and Dr. Santanu Paul are persons of integrity and fulfil the requisite
conditions as prescribed under the applicable laws.

• Sushri Jayshree Vyas, PID, completed her second term and accordingly
ceased to be PID w.e.f. closure of working hours on April 24, 2025.

• Shri Nandkumar Saravade stepped down from his position as a PID,
effective August 21, 2025. The resignation letter, along with the
accompanying reasons, was disseminated by the Company to the
Stock Exchange vide intimation dated August 21,2025.

• Shri Jagannath Mukkavilli, NID, was subject to retirement by rotation
and, being eligible, was re-appointed during the 20th AGM on August
20, 2025. Necessary approval from SEBI was received. As the sole
director subject to retirement by rotation, he will be retiring at the
upcoming AGM and has expressed his willingness to be re-appointed.
A resolution requesting shareholders’ approval, along with other
necessary details, is included in the Notice of the 21st AGM.

• During the year, there was no change in the Key Managerial Personnel
(as per the Companies Act, 2013) of the Company. For changes
in Key Management Personnel (as per SECC Regulations) / Senior
Management (as per Listing Regulations) please refer the relevant
section of the Corporate Governance Report.

B. DECLARATIONS BY PUBLIC INTEREST DIRECTORS

The Company has received confirmations from all PIDs, as per Section

149(7) of the Act, that they meet the independence criteria as per Section

149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations.

Additionally, all PIDs have declared that they satisfy the ‘fit and proper’

criteria under Regulation 20 of the SECC Regulations. They have also

adhered to the Code for Independent Directors in Schedule IV of the Act and

submitted their annual compliance affirmation with the Company’s Code of
Conduct for Governing Board, Directors, Committee Members, KMP and
Senior Management. Furthermore, all PIDs have provided declarations
in line with Rule 6(3) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, confirming no circumstances exist that could
impair their independent judgment or influence their duties. There have
been no changes affecting their status as PIDs.

C. DECLARATION BY THE COMPANY

None of the Directors of the Company are disqualified for being appointed
as Directors as specified in Section 164(2) of the Act read with Rule 14
of Companies (Appointment and Qualifications of Directors) Rules, 2014.

D. MEETINGS OF THE BOARD AND ITS VARIOUS COMMITTEES

Eight (8) Meetings of the Board of Directors were held during FY 2025¬
26. The details of Meetings of Board and Committees held during the
year, attendance of Directors at the Meetings and constitution of various
Committees of the Board are included separately in the Corporate
Governance Report forming part of this Annual Report.

E. AUDIT COMMITTEE RECOMMENDATIONS

All recommendations of Audit Committee were approved by the Board of
Directors during the year.

F. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES,
INDIVIDUAL DIRECTORS AND INDEPENDENT EXTERNAL
PROFESSIONALS

The annual performance evaluation of the Directors (including Chairperson),
Independent External Professionals, Committees and the Board as a whole
was carried out in compliance with the requirements of applicable Act and
Regulations. For criteria and manner of performance evaluation kindly refer
the relevant section of the Corporate Governance Report.

G. REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

In compliance with the requirements of Section 197(12) of the Act,
read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and SECC Regulations, a statement
containing the remuneration details of Directors, KMPs and employees is
annexed as
Annexure A.

H. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of its knowledge
and ability, confirms that:

a) In the preparation of the annual accounts for the financial year ended
March 31, 2026, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as of March 31,2026, and of the profit of
the Company for the financial year ended March 31,2026;

c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

d) The Directors have prepared the annual accounts on a going concern
basis;

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

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

I. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has maintained adequate internal financial controls over
financial reporting. These include policies and procedures -

a) Pertaining to the maintenance of records that are detailed, accurately,
and fairly reflect the transactions and dispositions of the assets of the
Company.

b) Provide reasonable assurance that transactions are appropriately
recorded to permit preparation of financial statements in accordance
with Indian Accounting Standards notified under the Companies
(Indian Accounting Standards) Rules, 2015, as amended from time
to time, and that receipts and expenditures of the Company are being
made only in accordance with authorization of management and
Directors of the Company, and

c) Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material impact on the financial
statements. Such internal financial controls over financial reporting
were operating effectively as of March 31, 2026, based on the
criteria established in the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission in 2013.

J. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and such systems are adequate and
operating effectively.

K. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has complied with the specified
time limit for implementation of Corporate Actions.

L. ANNUAL RETURN

The draft Annual Return in Form MGT-7, prepared as per Section 92(3) of
the Act for the FY 2025-26 is placed on the website of the Company at
https://www.bseindia.com/investor-relations/annual-reports

5. SUBSIDIARIES AND ASSOCIATES

Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company’s
subsidiaries and associates in Form AOC-1 is attached to the financial
statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone
and consolidated financial statements of the Company, along with relevant
documents and separate audited financial statements in respect of
subsidiaries, are available on the website of the Company at
https://www.
bseindia.com/investor-relations/annual-reports.

Additionally, during the year under review and up to this Report, the
following changes occurred:

• BSE Institute Limited ceased to be the subsidiary of the Company
w.e.f. May 2, 2025.

• BFSI Sector Skill Council of India ceased to be the subsidiary of the
Company and became an Associate w.e.f. May 2, 2025.

• BSE Institute of Research Development & Innovation ceased to be
subsidiary of the Company w.e.f. May 2, 2025.

• BSE Technologies Private Limited (BTPL), a wholly owned subsidiary
of BSE Limited divested its entire stake in Ebix Insuretech Private
Limited (formerly known as BSE Ebix Insuretech Private Limited) w.e.f.
December 9, 2025.

• BSE Investments Limited and BSE Administration & Supervision Limited
(wholly owned subsidiaries of the Company) merged with BTPL w.e.f.
April 23, 2026, with the appointed date being April 1,2025.

6. PUBLIC DEPOSITS

The Company has neither accepted nor has any outstanding deposits from
the public within the meaning of Section 73 & Section 76 of the Act and
the Rules made thereunder.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of investments made by the Company are provided in Note
Nos. 7, 8 & 9 of the Notes to the Standalone Financial Statements. Further,
the Company has not issued any guarantees or securities to any person
or entity and has not engaged in making loans or advances that could
be classified as loans to firms or companies where the directors of the
Company hold an interest.

8. AUDITORSA. STATUTORY AUDITORS

S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.
301003E/E300005), Mumbai, are the Statutory Auditors of the Company

and are appointed for a term of five years till the conclusion of 22nd AGM of
the Company to be held in the year 2027.

The Statutory Auditors have confirmed that they are not disqualified from
continuing as Auditors of the Company.

The Statutory Auditors have issued the Reports with an unmodified opinion,
and their Reports do not contain any qualification, reservation, observation,
adverse remark or disclaimer on the financial statements of the Company
for FY 2025-26. During the year, the Auditors have not reported any fraud
to the Audit Committee or the Board.

B. SECRETARIAL AUDIT AND SECRETARIAL AUDITOR’S REPORT

During the FY 2025-26, Dhrumil M. Shah & Co. LLP (Firm Registration:
L2023MH013400), Practicing Company Secretaries, were appointed as
the Secretarial Auditor of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029-30.

Dhrumil M. Shah & Co. LLP have conducted the Secretarial Audit of the
Company for FY 2025-26. The Secretarial Auditor’s report does not contain
any qualifications, reservations, or adverse remarks for FY 2025-26, and is
enclosed as
Annexure B to this report.

C. INTERNAL AUDITOR

M/s. Aneja Associates, the Internal Auditors of the Company have carried
out Internal Audit for FY 2025-26. The reports and findings of the Internal
Auditors are reviewed by the Audit Committee.

D. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of Cost Audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not
applicable for the business activities carried out by the Company.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY

I. The steps taken and their impact on conservation of energy:

The Company remains committed to optimizing its operational energy
footprint by continuously upgrading its corporate infrastructure to state-
of-the-art, energy-efficient technologies. During the FY 2025-26, the
Company focused on expanding the scale, depth, and footprint of its
ongoing energy-saving initiatives across its premises. Key interventions
and progress achieved during the year include:

• HVAC Infrastructure & Demand-Based Cooling: Building upon
prior structural shifts, the Company progressively expanded the
installation of floor-wise Variable Refrigerant Flow (VRF) systems
to replace conventional split air conditioning systems. This has
enhanced part-load efficiency and enabled precise, demand-based
cooling across renovated operational zones. Additionally, Time-of-
Day (ToD) optimization protocols were rigorously implemented within
central chiller operations to systematically shift heavy energy loads to
lower-tariff periods, achieving notable cost and resource efficiencies.

• Smart Lighting Automation: The transition to high-efficiency Light
Emitting Diode (LED) fixtures was scaled up significantly across the
facility. To maximize energy conservation, these installations were
systematically coupled with localized motion sensor-based automation
across newly renovated floors, ensuring zero idle energy consumption
by automatically extinguishing lights in unoccupied zones.

• Advanced Air Handling Units (AHUs): The Company successfully
scaled its Proof of Concept (PoC) for Brushless Direct Current (BLDC)
motors within its Air Handling Units. This transition to variable speed
operation has demonstrated significantly low baseline electricity
consumption while enhancing thermal comfort management.

• Vertical Transportation Efficiency: Modernization of the building’s
vertical transit infrastructure continued through the deployment of
gearless lift systems equipped with regenerative braking technology.
This system captures kinetic energy during operation and feeds it
back into the building’s internal power grid, optimizing cumulative
operational efficiency.

• Impact of Mitigation Measures: The cumulative effect of these
expanded technological interventions spanning automated climate
control, smart lighting systems, and regenerative mechanics has
resulted in a measurable reduction in baseline energy intensity
across the Company’s headquarter facilities, directly supporting our
corporate carbon mitigation goals.

II. The steps taken by the Company for utilizing alternate sources
of energy:

The Company has taken proactive steps to transition its energy mix toward
cleaner, sustainable alternatives.

During the year under review, the Company entered into a strategic green
energy procurement arrangement with its electricity distribution licensee,
the Brihanmumbai Electric Supply and Transport (BEST) Undertaking. Under
this initiative, the Company has committed to sourcing 25% of its total
institutional power consumption through BEST’s certified green energy
pool, derived entirely from renewable sources.

While this green tariff arrangement represents an increased financial outlay
by way of a premium rate, it underscores the Company’s commitment
to indirectly funding and expanding the renewable energy ecosystem in
India. This procurement strategy is further complemented by the structural
integration of high-performance, double-glazed fagade glass across the
building envelope, minimizing solar heat gain and maximizing natural
daylighting to reduce overall dependence on grid power.

III. The capital investment on energy conservation equipment-

Capital investments in energy conserving assets are systematically
integrated into ongoing physical infrastructure upgrade.

During the FY 2025-26, the Company allocated a total capital expenditure
of ' 15.32 Crores towards high efficiency technological upgrades, including
building fagade modernization by replacing conventional glass layers

with high performance double-glazed insulated units (DGUs) which is
certified for thermal isolation, floor-wise Variable Refrigerant Flow (VRF)
systems, variable speed/BLDC motors for Air Handling Units (AHUs), sensor
integrated smart LED fixtures, and gearless vertical transportation system.

B. TECHNOLOGY ABSORPTION

The Company continues to play a crucial role in the growth narrative of
India, serving as a significant facilitator of capital formation. Technology
continues to remain the cornerstone of the Company’s operations,
enabling sustainable growth, enhanced market efficiency, and regulatory
compliance.

I. Resilience in technology and processes of MII, in delivery of
its core functions

During FY 2025-26, BSE continued to strengthen the resilience of its
technology infrastructure and operating processes that support its core
market functions. The organization maintained 100% availability across its
core and critical systems during the year, thereby ensuring uninterrupted
delivery of essential services and reinforcing confidence in the reliability
and stability of its market infrastructure.

II. Advanced Trading Infrastructure

The company undertook significant capacity enhancement measures
during the year. In the equity derivatives segment, order processing
capacity was increased from 1,200 crore to 2,000 crore order messages
per day, while peak burst-handling capability improved from 14 lakh to 22
lakh orders per second.

These measures, supported by infrastructure augmentation, hardware
upgrades, system optimisation, and improved monitoring, have enhanced
scalability and created adequate headroom for future growth in trading
activity.

III. Strengthening Risk Management

The Company continues to operate a comprehensive automated risk
management and surveillance framework designed to maintain market
integrity, ensure orderly trading, and protect investor interests. These
systems are continuously upgraded to adapt to evolving regulatory
requirements and market dynamics, thereby reinforcing investor
confidence.

IV. Business Continuity and Disaster Recovery Preparedness

BSE further advanced its business continuity and disaster recovery
preparedness by establishing one-to-one correspondence between the
Primary Data Centre and the Disaster Recovery site, thereby enabling live
trading from the DR environment at equivalent capacity. During the year,
two unannounced live DR trading exercises were conducted successfully,
with failover achieved within 45 minutes and operations sustained from
the DR site for three consecutive days. The organisation also strengthened
staffing readiness at the DR site through targeted role mapping, capability
enhancement, and structured training interventions.

V. Technology upgrades in StAR MF platform

The Company’s StAR Mutual Fund Platform is the leading mutual fund
transaction processing platform in India.

The Company continues to strengthen the StAR Mutual Fund Platform,
the leading mutual fund transaction processing platform in India, through
targeted technology modernization initiatives. During the year, the
platform was enhanced with an event-driven microservices architecture,
enabling modular, API-driven integrations and improved scalability. These
upgrades have resulted in faster transaction processing, increased system
throughput, and enhanced operational reliability. Further, optimization
of intra-day processes for sharing transaction and settlement data
with Registrars and Transfer Agents has enabled a higher proportion of
transactions to be processed and settled closer to the prescribed daily cut¬
off timelines, thereby improving overall efficiency.

VI. Implementation of Solace-based OTD Platform

The Exchange has successfully implemented a Solace-based Online Trade
Dissemination (OTD) platform with integrated Disaster Recovery (DR) as
part of its ongoing initiatives to strengthen core market infrastructure. The
salient features of the implementation are as follows:

• The platform delivers near-zero data loss (RPO « 0) and rapid failover
capabilities, thereby ensuring continuity of trade dissemination and
minimizing disruption risks to member Risk Management Systems.

• The platform is designed with a high-performance, low-latency
architecture, enabling sub-millisecond message dissemination and
supporting high-throughput event streaming during peak market
conditions.

• The solution enhances participant experience through reliable and
real-time data feeds, improving risk monitoring efficiency for trading
members.

• The platform is scalable to support 2-3x growth in transaction
volumes, providing a robust and future-ready foundation to
accommodate increasing market activity and product expansion while
maintaining resilience and operational efficiency.

VII. Technology Modernization Initiatives

In parallel, BSE progressed its technology modernization agenda
through the deployment of six AI-based projects, implementation of the
ITRS Geneos real-time full-stack observability platform, and continued
modernization of data centre infrastructure, including upgrades to power
and cooling systems, expansion of co-location capacity by 136 racks, and
enhancement of automation and security controls. Taken together, these
initiatives underscore BSE’s continued commitment to resilient, scalable,
and future-ready market infrastructure.

C. CYBER SECURITY, TECHNOLOGY ABSORPTION AND
CERTIFICATION

Cyber security is a strategic pillar aligned with the Company’s business
and IT objectives, ensuring secure, resilient, and uninterrupted operations.

Through a Zero Trust framework, robust security controls, and a 24x7
Next-Generation Security Operations Centre (SOC) leveraging advanced
analytics and machine learning, the Company proactively detects and
responds to evolving cyber threats. Additionally, a dedicated Market
Security Operations Centre (MSOC) has been established for Members and
Brokers in compliance with SEBI requirements.

The Company’s cyber security framework is built on a strong foundation
of People, Process, and Technology, combining continuous security
awareness, social engineering simulations, robust governance practices,
secure-by-design principles, resilience testing, and SEBI-aligned cyber
maturity assessments. This is further strengthened by a layered defence-
in-depth architecture with integrated security controls across network,
endpoint, application, data, and user environments. These initiatives
enhance cyber resilience, protect critical assets, ensure regulatory
compliance, and reinforce stakeholder trust.

Certification

The Company has successfully obtained Information Security Management
System ISO 27001:2022 and Business Continuity Management System
ISO 22301:2019 certifications

Disclosures

a) The efforts made towards technology absorption

The Company continued to actively explore and adopt innovative
technologies. The Company witnessed a significant increase in volumes
during the year requiring the Company to invest in adopting new
technologies.

The Company has taken the lead in implementation of:

• Upgradation and enhancements in infrastructure

• Implementation of newer technologies to meet key business and
regulatory requirements

• Enhancing the security posture across infrastructure and applications

• Improving operational capabilities

b) The benefits derived like product improvement, cost reduction,
product development or import substitution.

While the Company continues to invest in technology, it is conscious of
costs pushing itself to build and adopt efficient technological solutions.
There is significant focus on innovation in deployment of technology while
supporting business growth and a fast-evolving regulatory landscape.

c) In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) -
Not

Applicable.

i. Details of technology imported - Not Applicable

ii. Year of import - Not Applicable

iii. Whether the technology has been fully absorbed - Not Applicable

iv. If not fully absorbed, areas where absorption has not taken
place, and the reasons thereof - Not Applicable

v. The expenditure incurred on Research and Development - Not
Applicable

D. FOREIGN EXCHANGE EARNING AND OUTGO

The particulars of Foreign Exchange Earnings and outgo during the year
under review are furnished hereunder:

Foreign Exchange Earning: ' 5,318 Lakh (Previous Year: ' 3,895 Lakh)
Foreign Exchange Outgo: ' 560 Lakh (Previous Year: ' 244 Lakh)

10. RISK MANAGEMENT AND COMPLIANCE

Risk Management is an integral part of BSE’s governance and operational
framework. The Company has established a Board-approved Enterprise
Risk Management (ERM) Framework and Policy that provides a structured
and comprehensive approach for identification, assessment, mitigation,
monitoring, and reporting of risks across the enterprise. The framework
covers business, operational, financial, compliance, and emerging risks,
including geopolitical and external risks, and supports the achievement
of strategic objectives while minimizing potential adverse impacts on the
organization and its stakeholders.

The ERM Framework is aligned with applicable regulatory requirements
and industry-leading governance practices, enabling the Company
to proactively manage risks in an evolving business environment and
strengthen organizational resilience.

The Company’s Board of Directors has established a Risk Management
Committee ("RMC”) to supervise the ERM Framework, oversee risk
mitigation, monitor the overall risk management function, and ensure its
effectiveness. Additionally, the Audit Committee provides further oversight
concerning financial risks and controls. The ERM is reviewed periodically
by the RMC and the Board to ensure its effectiveness in identifying and
mitigating risks.

Management at BSE identifies significant existing and emerging risks and
prioritizes mitigation actions based on their potential impact on operations
and shareholder value. These risks are assessed based on likelihood
and impact on operations, financial performance and reputation, and are
reviewed periodically in light of the dynamic business environment.

Through its robust risk governance structure and proactive risk
management practices, BSE seeks to enhance business sustainability,
protect stakeholder interests, and create long-term value.

11. COMPANY’S POLICIESA. POLICY ON NOMINATION AND REMUNERATION

The Company’s Nomination and Remuneration Policy (NRC Policy)
outlines the criteria for assessing the qualifications, positive traits, and
independence of a director. The NRC Policy offers direction regarding the
appointment and dismissal of Directors & Key Managerial Personnel/ Key

Management Personnel / Senior Management (‘KMPs’), as well as the
remuneration for Directors, KMPs, and employees of the Company. During
the year, in accordance with amendments to SECC Regulations and other
relevant laws/Regulations, necessary modifications were implemented in
the policy.

The NRC policy can be accessed on the Company’s website at
https://www.bseindia.com/investor-relations/corporate-governance/
corporategovernance

B. POLICY ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Company has constituted a Committee in accordance with Section
135 of the Act. The Annual Report on CSR activities as per the Companies
(Corporate Social Responsibility Policy) Rules, 2014 has been annexed to
this Report as
Annexure C.

The CSR policy is available on the website of the Company at
https://www.bseindia.com/investor-relations/corporate-governance/
corporategovernance
.

C. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism / Whistle Blower Policy
pursuant to Regulation 22 of the Listing Regulations and Section 177(9)
and (10) of the Act and SECC Regulations, enabling stakeholders to report
any concern of unethical behaviour, suspected fraud, or violation.

The said policy inter alia provides safeguard against victimization of the
Whistle Blower. Stakeholders, including Directors and Employees, have
direct access to the Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the
Chairperson of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company
at
https://www.bseindia.com/investor-relations/corporate-governance/
corporategovernance

D. POLICY ON RELATED PARTY TRANSACTIONS

All Related Party Transactions ("RPT”) that were entered during the FY were
on arm’s length basis and in the ordinary course of business and were
in compliance with the applicable provisions of the Act and the Listing
Regulations. There was no material RPT transacted by the Company during
the year that required Shareholders’ approval under Regulation 23 of the
Listing Regulations. None of the transactions with related parties fell under
Section 188(1) of the Act. The disclosure of RPTs as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY
2025-26 and hence does not form part of this report.

The RPT Policy Framework is available on the website of the Company
at
https://www.bseindia.com/investor relations/corporategovernance.html

E. POLICY ON MATERIAL SUBSIDIARY

As required under Regulation 16(1)(c) of Listing Regulations, the Company
has in place and adopted a policy for determining Material Subsidiaries.

For FY 2025-26, Indian Clearing Corporation Limited ("ICCL”) is the material
subsidiary of the Company. As per Regulation 24A of Listing Regulations,
the Secretarial Audit Report of ICCL is annexed as
Annexure D.

The Policy for determining Material Subsidiaries is available on the
website of the Company at
https://www.bseindia.com/investor relations/
corporategovernance.html

F. INSIDER TRADING REGULATIONS

Pursuant to the provisions of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (as amended from time
to time), the Company has formulated a Code of Conduct for Prevention
of Insider Trading ("Insider Trading Code”) and Code of Practices and
Procedures for fair disclosure of Unpublished Price Sensitive Information
("UPSI”).

The Code of Practices and Procedures for fair disclosure of UPSI is
available on the website of the Company at
https://www.bseindia.com/
investor relations/corporategovernance.html.

G. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy containing the requirements of Regulation
43A of Listing Regulations is annexed as
Annexure E and is also available
on the website of the Company at
https://www.bseindia.com/investor
relations/corporategovernance.html.

12. DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company is committed to providing a safe and harassment free
workplace for every individual working in its premises through various
policies and practices. The Company always endeavours to create and
provide an environment that is free from discrimination and harassment
including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment
(POSH) at Workplace which aims at prevention of harassment of
employees and lays down the guidelines for identification, reporting, and
prevention of undesired behaviour. An Internal Complaints Committee
("ICC”) is already in place wherein the senior management (with women
employees constituting the majority) personnel are its members. The ICC
is responsible for redressal of complaints related to sexual harassment
and follows the guidelines provided in the Policy.

The Company had conducted workshops on POSH for the employees on
periodic basis. No complaints were pending at the beginning of the year,
and no complaints were received or disposed of during the year ended
March 31,2026.

13. DISCLOSURE AS REQUIRED UNDER THE MATERNITY BENEFIT
ACT, 1961

The Company has complied with the provisions under the Maternity Benefit
Act, 1961 during the year.

14. RESOURCES COMMITTED TOWARDS STRENGTHENINGREGULATORY FUNCTIONS AND TOWARDS ENSURINGCOMPLIANCE WITH APPLICABLE REGULATORY REQUIREMENTS

As a recognised Stock Exchange, the Company operates under the
regulatory oversight of the Securities and Exchange Board of India (SEBI).
The Company ensures strict compliance with the regulations, rules,
circulars and guidelines issued by SEBI from time to time and continues
to strengthen its regulatory framework by adopting robust governance and
oversight practices.

During the year under review, the Company’s regulatory function was
supported through a dedicated Regulatory Division comprising multiple
specialised department functions to service various stakeholders like
investors, members, IARAs, issuers and regulators.

As on March 31, 2026, a total of 333 resources across various
designations were deployed towards regulatory and compliance functions.
The entire regulatory framework operates under the leadership of the Chief
Regulatory Officer (CRO), who reports to the Managing Director & CEO and
the Regulatory Oversight Committee, ensuring independent oversight and
effective governance.

The Company has put in place robust systems and processes to ensure
timely disclosures of all mandatory regulatory requirements, along with
systematic reporting to regulatory authorities, the Board of Directors and
the relevant Committees.

For the FY ending on March 31, 2026, BSE incurred direct and indirect
expenses amounting to ' 6,567 Lakhs as per activity-based accounting
methodology towards strengthening regulatory functions and towards
ensuring compliance with regulatory requirements.

15. COMMUNICATIONS
Strategic Communication

The FY 2025-26 marked a defining year for BSE, as the Exchange
commemorated two landmark milestones-150 years of its institutional
legacy and 40 years of SENSEX, India’s first equity benchmark. These
milestones highlighted BSE’s enduring role in shaping India’s capital
markets while reinforcing its forward-looking, innovation-led approach.

The 150-year milestone was formally celebrated on April 17, 2025, in
Mumbai, with the Hon’ble Finance Minister, Smt. Nirmala Sitharaman,
gracing the occasion as the Chief Guest. The event was further graced by
the presence of the Hon’ble MoS Finance, Shri Pankaj Chaudhary, and the
Chairman of SEBI, Shri Tuhin Kanta Pandey, as Guests of Honour. The event
brought together capital market institutions, policymakers, regulators, and
market participants.

Key highlights of the BSE@150 celebrations included:

Unveiling of the BSE@150 logo reflecting the exchange’s legacy

• Unveiling of the ' 150 commemorative coin issued by the Government
of India, marking national recognition of BSE’s contribution to
economic development

• Launch of the BSE 150 Index, representing a diversified benchmark
of leading listed companies

• BSE CSR activities to celebrate the 150-year legacy and its way
forward were unveiled

• A curated audio-visual showcase, tracing BSE’s evolution from its
origins to a globally competitive marketplace

• An eight-pager supplement by national business news daily - Business
Standard, featuring editorial coverage, leadership narratives, and
thematic storytelling around BSE’s 150-year journey.

Subsequently, BSE marked 40 years of the SENSEX in January 2026,
reflecting four decades of India’s growth through its benchmark index.
The milestone event, held at the BSE’s International Convention Hall (ICH),
was graced by Chief Guest Shri Tuhin Kanta Pandey, Chairman, SEBI, and
brought together industry veterans from asset and wealth management,
and representatives of leading conglomerates that have been constituents
of the SENSEX since its inception.

The SENSEX@40 initiatives included:

• Release of a research whitepaper detailing the index’s 40-year
journey, with data-driven insights on long-term returns, sectoral
shifts, and market evolution

• Bell-ringing ceremony and stakeholder engagements, marking the
milestone

• Recognition of the corporates who have been part of the iconic index
for more than thirty years

• Data-led storytelling, contextualising the SENSEX’s performance
across four decades and its linkage with India’s economic
transformation

These dual milestones were marked through a cohesive approach
combining institutional recognition, research-led insights, and strategic
communication, reinforcing BSE’s position as both a custodian of legacy
benchmark and a driver of future-ready market infrastructure that is
aligned with the vision of Viksit Bharat 2047.

Stakeholder Engagements, Events and Institutional Outreach

During FY 2025-26, BSE Limited continued to strengthen its position as
a key institution within the global financial ecosystem through a series of
high-level delegation visits, industry engagements, and academic outreach
initiatives.

Delegation Visits

BSE hosted several distinguished international delegations and diplomatic
representatives, reflecting its growing global relevance and engagement
with international financial ecosystems. Notable visits during the year
included:

• Delegation led by the Crown Prince of Dubai

• Visit of the Consul General of Japan

• Visit of the Finance Minister of Israel

• Delegation from Japan’s International Relations Division

• Visit by the Vice Finance Minister of Indonesia

• Visit of the Finance Minister of Luxembourg

• Delegation from Liechtenstein

These engagements provided a platform for dialogue on capital market
development, cross-border collaboration, and investment opportunities.

Industry Events and Thought Leadership Platforms

BSE played an active role in convening and participating in key industry
forums and knowledge platforms, fostering dialogue on market
development, policy, and economic outlook:

• Samvaad 2026, a symposium on securities markets in association
with leading market infrastructure institutions

• Knowledge Session on "Resilient Markets, Growing India: 2026
and Beyond”, featuring eminent speakers including V. Anantha
Nageswaran, Chief Economic Advisor, Government of India, and
Raamdeo Agrawal, Co-founder and Managing Director of Motilal
Oswal Financial Services.

• Bond issuer outreach program under the guidance of SEBI was
organised where ‘Bonds - Ek Sashakt Bandhan’ as a tag line for
Online Bond Provider Platforms (OBPP). Shri Tuhin Kanta Pandey,
Chairman, SEBI was the Chief Guest at the event.

• Women’s day event along with SheThePeople that focused on
advancing conversations around inclusion and representation of
women entrepreneurs both in the for profit and not for profit fields.

These sessions reinforced BSE’s role as a thought leader and convener of
market dialogue.

Academic and Student Outreach

As part of its ongoing commitment to capacity building and financial market
education, BSE hosted students and academic institutions, including:

• Institute of Company Secretaries of India

• Students supported by the Kotak Foundation

• National Institute of Securities Markets

• Xavier Institute of Social Service

• Students from NISM—DBS Global University, Dehradun

These visits provided participants with first-hand exposure to market
infrastructure, operations, and the evolving capital markets landscape.

Brand and Investor Awareness Initiatives

BSE undertook a series of integrated, multi-platform investor awareness
campaigns in alignment with market development objectives and

regulatory initiatives. BSE supported the Investor Protection Fund (IPF)
team in executing key campaigns during the year, including SEBI vs
Scam, SEBI Arth Yatra, World Investor Week, and SEBI UPI, to promote
informed investing and strengthen investor protection.

These campaigns were delivered through a 360-degree media approach,
leveraging social media, digital platforms, OTT channels, television, print
publications, radio, and outdoor media. Outreach was further amplified
through partnerships with leading financial and general news platforms,
as well as organisations engaging with specific cohorts such as youth
and women, including SheThePeople and Yuvaa.

To enhance accessibility and regional reach, all campaign content was
developed in English and translated into Hindi, Marathi, Bengali, and
Kannada, enabling deeper penetration across diverse investor segments.

A key feature of the year’s communication strategy was the use of
gamified content formats to improve engagement and recall. Initiatives
such as Investor Ludo, Scams and Ladders, and Investor Crossword were
published across print and digital formats, while familiar gaming formats
inspired by popular titles were adapted into short-form digital content
to simplify investor education themes. Besides, the Navrasa storybook
featuring investor awareness lessons, and themed bookmarks were
designed to reinforce key messages.

BSE also launched a dedicated campaign focused on women investors
titled ‘Financial Ment’her,’ aimed at promoting financial awareness and
participation among women.

The campaigns were supported through extensive media collaborations
across leading publications and platforms, including The Times of
India, The Economic Times, The Indian Express, Business Standard,
Hindustan, Loksatta, Anandabazar Patrika, Vijay Karnataka, and others,
alongside magazines such as India Today and Fortune India. Digital
collaborations spanned platforms such as ETMarkets, Hindustan Times,
The Hindu, Financial Express, and regional publishers, utilising diverse
formats including video series, podcasts, reels, articles, and display
campaigns.

Television outreach included leading business and general news
channels such as Zee Business, NDTV 24x7, NDTV Profit, ET Now, and
DD Sahyadri, complemented by radio campaigns across Radio Mirchi,
Radio City, and BIG FM. Outdoor visibility was enhanced through strategic
branding at high-footfall locations, including bus stop installation at CST,
Mumbai.

In addition to investor awareness campaigns, BSE supported key market¬
facing initiatives and events during the year, including Sensex Day
(marking two years of SENSEX derivatives), launch of the Nivesh Mitra
app, MSME Day, and Diwali Muhurta Trading event.

These initiatives reflect BSE’s focus on leveraging integrated
communications, innovative content formats, and strategic partnerships

to drive investor awareness, deepen market participation, and strengthen
its brand presence across platforms and geographies.

These digital and brand amplification initiatives undertaken during FY
2025-26 contributed to the growth in BSE’s social media presence
across Facebook, Instagram, X, and LinkedIn. The Exchange concluded
the year with a consolidated follower base of over 44 lakhs across these
platforms, representing a year-on-year growth of 27%.

Awards and Recognitions

In FY2025-26, BSE and its leadership team received 22 prestigious
awards and recognitions, reflecting excellence across market leadership,
innovation, governance, technology, investor outreach, branding, and talent
management.

Six awards were conferred on BSE as an organisation, recognising its
strengths as a leading market infrastructure institution. These included
honours such as Exchange of the Year, Derivatives Exchange of the Year,
Trusted Brand 2025, Asia Best Employer Award 2026, and awards for
cybersecurity excellence and impactful investor awareness initiatives.

BSE MD & CEO, Sundararaman Ramamurthy, received seven individual
awards, underlining his visionary leadership and contribution to BSE’s
growth and transformation. His accolades included recognitions for
strategic leadership, entrepreneurship, business excellence, and industry
influence.

The remaining awards recognised the outstanding achievements of other
BSE leaders and teams, including Deepak Goel, CFO, Ramesh Gurram,
CISO, and the Corporate Communications team. These honours spanned
cybersecurity, finance, digital communications, branding, marketing, and
social media excellence.

Offline Content Strategy

Besides digital, BSE strengthened its presence through a comprehensive
suite of offline content and brand initiatives during FY 2025-26. This
included development of updated printed materials and collaterals such as
presentations, brochures, and promotional assets, supporting brand BSE, the
BSE SME platform, and the BSE IPF across internal and external stakeholders.
The Exchange also executed key branding and design interventions,

including stall designs, office branding, and logo revamps for group entities,
ensuring consistency in visual identity. BSE’s presence was further amplified
at prominent international platforms such as the FIA Asia Derivatives
Conferences in Singapore and Chicago. In India, the Exchange supported
major events including the CII engagement, large-scale event branding for the
Global Fintech Fest (GFF) and Finbridge. Creative contributions also extended
to the design of the Investor Protection Fund (IPF) stall and the Mega RISA
showcase, thereby elevating brand experience across platforms.

16. OTHER DISCLOSURESA. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(2)(e) of the Listing Regulations, the Management
Discussion and Analysis Report forms part of this Annual Report.

B. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business
Responsibility and Sustainability Report forms part of this Annual Report.

C. CORPORATE GOVERNANCE

Pursuant to the SECC Regulations, Listing Regulations and the Act, report
on Corporate Governance as on March 31,2026, forms part of this Annual
Report. A Certificate from Practicing Company Secretary, confirming status
of compliances of the conditions of Corporate Governance is annexed to
the Corporate Governance Report.

D. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR

During the FY 2025-26, no proceeding has been initiated under Insolvency
and Bankruptcy Code for default in payment of debt. Further, the Company
has also not initiated any proceedings against the defaulting entities.
However, it had lodged its claim with the resolution professional/liquidator
appointed for defaulting listed companies.

E. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF

During the period under review, the Company has not taken any loans from
the banks or financial institutions. Accordingly, there has been no one time
settlement or valuation done for this purpose.

F. INVESTOR PROTECTION FUND (“IPF”)

The Company, through its IPF, regularly conducts Investor Awareness
Programs ("IAPs”) throughout the country. IPF was instrumental in
conducting 16,621 IAPs during FY 2025-26. Out of this, 416 IAPs were
conducted through IPF while 16,205 IAPs were conducted through the
Investors Services Fund ("ISF”) that also have similar objectives. Similarly,
out of the above IAPs, 10,773 IAPs were conducted physically while 5,848

were conducted online (webinars). Additionally, during the year, IPF officials
conducted 416 Regional Investor Seminars for Awareness (RISA) jointly
with SEBI across different parts of the country. IPF also publishes print,
digital and online advertisements regarding Do’s and Don’ts for investors,
in order to educate them and enable them to safeguard their interests.
During the year, several educational and other capital market awareness
events were supported by IPF to raise awareness about investor centric
areas such as investing early, power of compounding, diversification of
investment, goal based investing, retirement investment ideas, etc.

MAJOR INITIATIVES

The Exchange continued to leverage its strong digital presence of over
forty-four lakh followers on social media channels such YouTube, LinkedIn,
Facebook, Instagram, and X, to enhance investor awareness. These
channels were actively used by BSE on several integrated campaigns of
SEBI, including SEBI vs SCAM, World Investor Week, and SEBI UPI Check.

Further, to broaden its reach and impact, the exchange introduced
innovative and gamified content, utilising a mix of digital and traditional
mediums such as social media, news and BFSI websites, BSE website,
emails, OTT, TV news, Print ads, outdoor advertising and radio.

Notably, the SEBI vs SCAM campaign successfully reached over fifty crore
people across digital and offline channels.

World Investor Week (WIW) 2025

BSE IPF celebrated the globally popular event for investors called World
Investor Week (WIW 2025) under the aegis of SEBI and International
Organisation of Securities Commissions (IOSCO), from October 06-12, 2025.

WIW is a week-long global celebration promoted by IOSCO to raise
awareness about the importance of investor education and protection. In
India, SEBI had worked with all the Market Infrastructure Institutions to
make this a memorable and enriching week for all investors.

To mark the beginning of WIW 2025, on the first of day of the week i.e.
October 06, 2025, BSE IPF conducted a bell ringing ceremony at BSE
International Convention Hall which was attended by Shri Sunil Kadam,
Executive Director, SEBI and various other senior dignitaries from SEBI.

Certain key activities undertaken by IPF to celebrate WIW 2025 are:

• Investor Awareness Programs (IAPs)

Conducted 949 IAPs in one week through our network of resource
persons, regional officials (some jointly with SEBI officials), creating
awareness and educating the investors about various aspects of
investments through securities market at pan India level and in
various regional languages as applicable.

• Human Chain

As a part of investment awareness drive, the company organised
human chain at MIT School of Business, Pune with over one thousand
students attended the same.

• Nukkad Natak

Arranged four events in Assam, three in Meghalaya, four in Nagaland
and four in Arunachal Pradesh.

• Canvas Painting Contest

Arranged Financial Literacy awareness painting contest during WIW
2025. This received huge response from posting on our social media
handles.

• Panel discussion exclusively with Women participants

Arranged Panel discussion, theme was Shikshit Naari - Viksit Bharat -
an event focused on investing and success stories by women of their
investment journey and how it empowered them.

• BSE building illumination

This year also we lit up the face of the iconic BSE Building during all
days of WIW 2025 carrying the logos of SEBI, BSE and WIW 2025 on
the face of the building.

G. GREEN INITIATIVE

As part of sustainability initiatives, the Company continues to promote
paperless communication by sending notices, annual reports, and
other shareholder communications at the registered email addresses
of shareholders. Those who have not yet registered their e-mail
IDs are requested to register the same with the RTA in case of
physical holdings and Depository Participants in case of electronic
holdings with Depositories, to enable the Company to send the
documents by the electronic mode.The Company also disseminates
Board and Committee meeting agenda papers through a secure
electronic platform, thereby minimizing paper usage and supporting
environmental conservation.

17. ACKNOWLEDGEMENTS

The Board sincerely thanks the Government of India, SEBI, RBI, IRDA,
GIFT City Ltd., CERC, CERT-IN, the Government of Maharashtra, other

State Governments, and various government agencies for their continued
support, co-operation, and advice. The Board places on record its sincere
appreciation and gratitude to the former Directors and those who concluded
their tenure during the year, for their valuable contributions and expert
guidance that played a significant role in the Company’s success.

The Board places on record its gratitude to the members of various
committees for their guidance and leadership and for providing valuable
contribution towards the functioning of respective committees during the
year.

The Board also acknowledges the support extended by trading members,
issuers, investors in the capital market and other market intermediaries
and associates.

The Board expresses sincere thanks to all its business associates,
consultants, bankers, vendors, auditors, solicitors and lawyers for their
continued partnership and confidence in the Company.

The Board further extends its sincere appreciation to all the employees
for their dedication and contribution and to all the shareholders for their
trust and confidence in the management of the Company. The Board
is also deeply touched by the efforts, sincerity and loyalty displayed by
the employees for their commitment, co-operation, and collaboration in
advancing the mission and vision of the Company towards achieving its
goals.

The acknowledgement demonstrates transparency, accountability and
appreciation for the collective efforts that contribute to the Company’s
performance and sustainability.

For and on behalf of the Board of Directors

Date: May 7, 2026 Subhasis Chaudhuri

Place: Mumbai Chairperson

(DIN:03042120)

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