డైరెక్టర్ల నివేదిక National Securities Depository Ltd.

Your Directors are pleased to present the fourteenth (14^th) Board''s Report and the Company''s Audited Financial Statements
(Standalone and Consolidated) for the Financial Year ("fY") ended March 31, 2026.

FINANCIAL HIGHLIGHTS

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

Result of Operations and State of Company''s Affairs
for FY 2025-26.Standalone

Revenue from Operations increased to f 704.71 Crore in
FY 2025-26 as compared to ^618.63 crore in the previous
year, a growth of 13.92%. Profit before Tax and Exceptional
Items increased to f478.29 crore in 2025-26 as compared
to f422.17 crore in the previous year a growth of 13.29%.
Profit after Tax (PAT) increased to f 360.60 crore in 2025-26
as compared to ^321.62 crore in the previous year, a growth
of 12.12%. Earnings Per Share (EPS) of the Company
increased to ^ 18.03 in 2025-26 as compared to ^ 16.08 in
the previous year.

The net worth of the Company as on March 31, 2026,
increased by 17.69% to ^2128.41 crore as compared to
f 1808.48 crore a year ago. Further, as required under SEBI
(Depositories and Participants) Regulations, 2018 ("SEBI

D&P Regulations"), Five percent of profits from depository
operations, i.e. f 18.45 crore has been set aside to be
contributed to the Investor Protection Fund (IPF).

Consolidated

Revenue from Operations increased to f 1529.96 crore
in FY 2025-26 as compared to f1420.21 crore in the
previous year, a growth of 7.73 %. Profit before Tax and
Exceptional Items increased to f505.55 crore in FY
2025-26 as compared to f453.44 crore in the previous year.
Profit after Tax (Pat) increased to f 380.01 crore in 2025-26
as compared to f 343.12 crore in the previous year, a growth
of 10.75%. Earnings per Share (EPS) of the Company
increased to f 18.99 in 2025-26 as compared to f 17.16 in
the previous year.

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

DIVIDEND

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

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

DIVIDEND DISTRIBUTION POLICY

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

The Dividend recommended is in accordance
with the principles and criteria as set
out in the Dividend Distribution Policy.
The Policy can also be accessed on the Company''s website at

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

UNCLAIMED DIVIDEND

As of 31 March 2026, an amount of ?11.98 Lakh remained
unclaimed in the Company''s Unpaid Dividend Accounts.
In the interest of transparency and to facilitate the claim
process for shareholders, the Company has published a
detailed statement of unclaimed dividends on its website at

https://nsdl.com/nsdl/2026-06/Unpaid List 31st March 2026.pdf

LISTING OF SHARES

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

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

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

SHARE CAPITAL

There was no change in the issued, subscribed and paid-up
Share Capital of the Company during the year under review.
As on March 31, 2026, the paid-up share capital stood at
?40 crore comprising of 20 crore equity shares of face value
of ?2/- each, fully paid up.

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

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

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

CHANGE IN THE NATURE OF BUSINESS

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

CASH FLOW STATEMENTS

As required under Regulation 34 of the SEBI (LODR)
Regulations, 2015 ("SEBI Listing Regulations"), a Cash Flow
Statement forms part of this Annual Report.

TRANSFER TO RESERVE

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

KEY FINANCIAL RATIOS

Key Financial Ratios like Current Ratio, Return on Equity,
etc., are in accordance with the prudent commercial
practice adopted across the industry in which your
Company operates. Financial Ratios are disclosed
along with the explanation in Note 39 to the Standalone
Financial Statements.

DETAILS OF SUBSIDIARY COMPANIES

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

(a) NSDL Database Management Limited
(CIN: U72400MH2004PLC147094)

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

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

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

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

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

NPBL is currently engaged in the business of payment
banking, including accepting demand deposits,
providing payment solutions, remittances or recharge
services through its mobile application, issuance
of debit cards and co-branded prepaid cards, and
offering domestic money transfer, AePS, Micro ATM,

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

NPBL recorded a gross income of ?747.88 crore and
a profit of ?15.19 crore for the year ended March 31,
2026. During the year, the Company''s shareholding
in NPBL was diluted by 4.95%, pursuant to the
issuance and allotment of equity shares by NPBL to
Protean eGov Technologies Limited on a private
placement basis. Accordingly, NPBL ceased to be a
wholly owned subsidiary of the Company, however,
it continues to remain a subsidiary of the Company
with NSDL holding 84.49% shareholding in NPBL.
NPBL is a material subsidiary of your Company wherein
NSDL holds 84.49% and NDML holds 10.56% of the
equity share capital.

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

POLICY ON MATERIAL SUBSIDIARIES

As required under Regulation 1 6(1 )(c) of SEBI Listing
Regulations, the Company has formulated and adopted
a policy for determining Material Subsidiaries. For the FY
2025-26, both NDML and NPBL are the material subsidiaries
of the Company. The Company''s policy for determining
material subsidiary, as approved by the Board, may be
accessed on the Company''s website at the link:

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

DETAILS OF ASSOCIATE COMPANIES

Your Company has the following associate company as on
March 31, 2026:

India international Bullion Holding IFSC Limited
(CIN: U67100GJ2021PLC123076)

India International Bullion Holding IFSC Limited ("IIBH") is
an unlisted public company incorporated on June 04, 2021.
It is classified as a public limited company and is located
in GIFT city, Gandhinagar, Gujarat and received registration
as Finance Company from International Financial Services
Centres Authority (IFSCA) on August 09, 2021.

National Securities Depository Limited, Central Depository
Services Limited, Multi Commodity Exchange of India,
National Stock Exchange of India and BSE''s subsidiaries
India INX International Exchange and India International
Clearing Corporation have jointly established Market
Infrastructure Institutions (MIIs), comprising an
International Bullion Exchange, a Clearing Corporation and
a Depository Company at Gujarat International Finance
Tec-City (GIFT City), through a Holding Company i.e India
International Bullion Holding IFSC Limited (IIBH), as per the
Regulations issued by IFSCA.

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

NSDL has contributed ?50 crores comprising of 50,00,00,000
equity shares of ?1 each, equivalent to 20% stake in IIBH as
on March 31, 2026. India International Bullion Holding IFSC
Limited on a consolidated basis recorded a gross income of
?21.60 crore and a loss of ^21.57 crore for the year ended
March 31, 2026.

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

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

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

PREVENTION OF INSIDER TRADING

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

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013 (the Act)
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014 the Company has constituted a
Corporate Social Responsibility (CSR) Committee.
During the year under review, the Company has spent
^6,31,07,079.64/-, in various CSR activities in accordance
with the provisions of the Companies Act, 2013 and CSR
Policy of the Company.

The Composition, meeting and attendance during
the year is set out in Corporate Governance Report,

which forms part of this Annual Report. The Company
has formulated CSR Policy as approved by the Board
and it is disclosed on the website of the Company at
https://nsdl.com/codes-policies

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

The Company is committed to fostering inclusive growth
and creating sustainable social value through its Corporate
Social Responsibility (CSR) initiatives. Guided by its
philosophy of ‘Giving Back'', NSDL continues to undertake
impactful and sustainable programmes aimed at
empowering underprivileged and underserved communities
and contributing to their socio-economic development.
As a responsible corporate citizen, the Company
implements need-based interventions that seek to improve
the quality of life of beneficiaries and create a meaningful
and lasting impact on society.

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

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

HUMAN RESOURCES

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

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

During the year, several employee engagement activities
were conducted to enhance collaboration and strengthen
organisational culture. These included festive celebrations
such as Christmas events, Diya Making, Rangoli
competitions, Women''s Day, Father''s Day celebration,
Children''s Day and the NISM tournament which encouraged
participation and creativity across teams. The Company also
continued its Rewards & Recognition (R&R) programmes
to acknowledge and appreciate employee contributions.
In addition, the organisation was

recognised externally as a "Company with Great
Managers," reinforcing its commitment to strong
leadership and people practices.

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

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

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

Material Developments in HR

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

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

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

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

POSITIVE WORK ENVIRONMENT

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

The Policy is hosted on the Company''s website at
https://nsdl.com/investor-relation/code-and-polices.php

An Internal Committee (IC) has been constituted to redress
and resolve any complaints arising under the POSH Act.
During the year, the committee has not received any
complaint in this regard. Training/awareness programmes
are regularly being conducted throughout the year to
create sensitivity towards ensuring respectable workplace.
Disclosure in relation to POSH Act is provided in Corporate
Governance Report for the year ended March 31, 2026.

BOARD AND ITS COMMITTEESA. BOARD

Total 16 (Sixteen) meetings of the Governing
Board were held during the financial year 2025-26.
The details of Meetings of the Governing Board and
the attendance of Directors at such Meetings are
included separately in the Corporate Governance
Report for the Year ended March 31,2026.

B. COMMITTEES

In terms of the Companies Act, 2013, SEBI (D&P)
Regulations, 2018 and SEBI Listing Regulations,
following Committees are constituted by the Board:

• Audit Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Member Committee

• Standing Committee on Technology

• Regulatory Oversight Committee

• Risk Management Committee

• Investment Committee

Brief details pertaining to composition, Terms of Reference,
meetings held, attendance of the Directors at such Meetings
and other relevant details of the Committees of the Board
as per Companies Act 2013 and SEBI Listing Regulations
are given in the Corporate Governance Report for the year
ended March 31, 2026.

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

1. Member Committee

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

Number of Meetings:

The Committee met four times during the FY 2025-26
on April 29, 2025, July 21, 2025, November 12, 2025, and
January 27, 2026.

Brief Descriptions of the Terms of Reference
are as follows:

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

Composition of Committee as on date of this report

2. Standing Committee on Technology

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

Number of Meetings:

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

Brief Descriptions of the Terms of Reference
are as follows:

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

Composition of Committee as on date of this report

3. Regulatory Oversight Committee

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

Number of Meetings:

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

Brief Descriptions of the Terms of Reference
are as follows:

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

Composition of Committee as on date of this report

4. Investment Committee

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

Number of Meetings:

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

Brief Descriptions of the Terms of Reference
are as follows:

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

Composition of Committee as on date of this report

STRATEGY MEETING:

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

DECLARATION FROM PUBLIC INTEREST DIRECTORS/
INDEPENDENT DIRECTORS

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

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

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

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

Further, the Public Interest Directors/Independent Directors
have registered their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate
Affairs in terms of Section 150 of the Companies Act,
2013 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014

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

DISCLOSURES BY DIRECTORS

The Directors have submitted the requisite disclosures,
including notices of interest in Form MBP-1 pursuant to
Section 184(1) of the Companies Act, 2013, declarations
in Form DIR-8 pursuant to Section 164(2) of the Act, and
affirmations regarding compliance with the Company''s
Code of Conduct.

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

PERFORMANCE EVALUATION OF BOARD,
COMMITTEES AND DIRECTORS

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

Internal Evaluation:

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

External Evaluation:

Pursuant to the SEBI (Depositories and Participants)
Regulations and the circulars issued thereunder, Public
Interest Directors and Non-Independent Directors are
subject to an external performance evaluation by a human
resources consulting firm at the time of their appointment
and during the final year of their first term. Based on the

outcome of such evaluation and subject to prior approval
of SEBI, Public Interest Directors/Independent Directors
may be appointed for a term of three years or reappointed
for a further term of three years on the Governing Board, in
accordance with the prescribed regulatory requirements.
Further, pursuant to SEBI Circular dated November 22, 2024,
a skill evaluation metrics has to be developed to assess
the applications for appointment or re-appointment of
PIDs and NIDs.

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

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

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

Further, pursuant to regulation 31(6) of the SEBI
(Depositories and Participants) Regulations, 2018 and
SEBI Circular No. SEBI/HO/MRD/POD-III/CIR/P/2024/127
dated September 24, 2024, the Company conducted an
independent external evaluation of its overall performance
and that of its statutory committees for the FY 2024-25.
Based on the findings of the evaluation, NSDL and its
statutory committees were assessed to be functioning
effectively and adhering to high standards of governance in
the discharge of their respective roles and responsibilities.
External evaluations will continue to be undertaken for each
successive block of three financial years.

DETAILS OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL
1)Appointment/Re-appointment/Cessation
of Directors:

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

i. Appointment:

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

(b) Pursuant to SEBI''s approval vide letter
dated May 25, 2026, and based on the
recommendations of the Nomination and
Remuneration Committee and approval of the
Governing Board, Mr. Subhash Kelkar (DIN:
10188009) was appointed as an Executive
Director - Vertical 1 (Critical Operations), of the
Company for a period of five years with effect
from July 2, 2026. He shall not be liable to retire
by rotation in accordance with the applicable
provisions of law. The appointment is subject to
ratification by the Members at the ensuing 14^th
Annual General Meeting.

(c) Pursuant to SEBI''s approval vide letter
dated May 25, 2026, and based on the
recommendations of the Nomination and
Remuneration Committee and approval of
the Governing Board , Mr. Ankit Sharma
(DIN:10496270) was appointed as an Executive
Director - Vertical 2 ((Regulatory, Compliance,
Risk Management & Investor Grievances), of the
Company for a period of five years, effective from
the date of his joining the office, He shall not be
liable to retire by rotation in accordance with the
applicable provisions of law. The appointment
is subject to ratification by the Members at the
ensuing 14^th Annual General Meeting.

(d) Pursuant to the appointment of Executive
Directors for Vertical 1 and Vertical 2
and to ensure compliance with the Board
composition requirements prescribed under
the SEBI (Depositories and Participants)
Regulations, 2018, the company has taken
steps for the appointment of an Additional
Public Interest Director (PID) on its Governing
Board. The proposal was duly approved by the
Nomination and Remuneration Committee and
the Board of Directors, and an application has
been submitted to SEBI for its approval.

ii. Reappointment:

Mr. Parveen Kumar Gupta (DIN: 02895343)
was reappointed as a Public Interest Director/
Independent Director on the Governing Board of the
Company for a period of three (3) years with effect
from September 06, 2025. He shall not be liable to
retire by rotation, as per the extant regulations.

iii. Cessation:

Dr. Madhu Sudan Sahoo ceased to be a Public
Interest Director / Independent Director on the
Governing Board of the Company with effect from
April 17, 2026. The Board places on record its
appreciation for his valuable contributions and
services rendered during his tenure.

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

2) Key Managerial Personnel

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

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance
and has also implemented several best governance
practices. The report on Corporate Governance for financial
year 2025-26, as stipulated under Regulation 34(3) read
with Schedule V of the SEBI Listing Regulations and the
certificate from a Practicing Company Secretary, regarding
compliance of conditions of corporate governance, forms
part of this Annual Report and is enclosed as Annexure C.

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and
ability confirm that:

(a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
and proper explanation relating to material departure
if any, have been provided.

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

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

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

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

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

NOMINATION AND REMUNERATION POLICY

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

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the
Company during the financial year with related parties were
on an arm''s length basis, in the ordinary course of business
and were in compliance with the applicable provisions of
the Companies Act, 2013 and SEBI Listing Regulations.
Disclosure of transactions with related parties is set out in
Note 27 of Standalone Financial Statements, forming part of
the Annual Report & Annexures thereto.

The Company has formulated a Policy on Related
Party transactions as approved by the Board and the
same is disclosed on the website of the Company

https://nsdl.com/nsdl/2026-06/Policy-on-related-Party-Transactions.pdf

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

PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

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

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

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

CHANGE IN THE NATURE OF BUSINESS

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

RISK MANAGEMENT

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

The Board of the Company has a Risk Management
Committee to frame, implement and monitor the risk
management plan for the Company. The Committee
is responsible for monitoring and reviewing the risk
management plan and ensuring its effectiveness.
Mr. Sandip Navdhare is the Chief Risk Officer of the
Company. The major risks identified by the businesses
and functions are systematically addressed through
mitigating actions on a continuing basis. The Audit
Committee has additional oversight in the area of financial
risks and controls.

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

PUBLIC DEPOSITS

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

COST RECORDS

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

STATUTORY AUDITORS AND AUDITOR’S REPORT

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

Accordingly, M/s. KC Mehta & Co LLP are the Statutory
Auditors of the Company for the financial year 2025-26.
The Auditor''s Report on the financial statements of the
Company for the year ended March 31, 2026, forms part of
the Annual Report.

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

SECRETARIAL AUDITORS AND SECRETARIAL
AUDIT REPORT

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

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

SECRETARIAL AUDITORS’ REPORT

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

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

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

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the
Companies Act, 2013, read with rule 13 of the Companies
(Accounts) Rules, 2014, the Board had appointed PKF
Shridhar and Santhanam as the Internal Auditor for the
financial year 2025-26.

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

COST AUDIT

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

ANNUAL RETURN

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the requirements of Regulation 22 of SEBI
Listing Regulations, Regulation 9A (6) of SEBI (Prohibition
of Insider Trading) Regulations, 2015 and the provisions of
the Companies Act 2013, the Company has formulated a
Whistleblower Policy which provides information pertaining
to the detailed enquiry process, authority to receive
Protected Disclosure, protection, guidelines, retaliatory
action, confidentiality, reporting to Audit Committee,
retention of documents and Company''s Powers.

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

The Policy is hosted on the Company''s website at

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

CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNING / OUTGOConservation of Energy and Technology absorption

Considering the nature of the operations of your Company,
provisions with respect to conservation of energy and
technology absorption of Section 134(3)(m) of the
Companies Act, 2013, are not applicable, however the
Company uses all the possible ways to conserve energy
and optimise its energy usage and efficiency. The BKC
office is a Green Building, LEED Certified. Staff are strictly
instructed to switch off their monitors before they leave for
the day. The Company also maintains the air conditioning
temperatures to conserve energy. The Company has

the facility to optimise the availability of natural light
throughout the workspace, thereby promoting the
reduction of electricity usage. The Company has used
information technology extensively in its operations.

Foreign Exchange earnings/ outgo during the
year under review:

CREDIT RATING OF SECURITIES

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

FINANCIAL DISINCENTIVE

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

DETAILS OF REGULATORY NON¬
COMPLIANCE AND PENALTIES

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

Accordingly, the Company paid a settlement amount of
^ 15,57,60,000 (Rupees Fifteen Crore Fifty-Seven Lakh
Sixty Thousand only) and complied with the applicable
non-monetary settlement terms.

PREVENTION OF MONEY LAUNDERING ACT

NSDL and its Depository Participants (DPs), being
intermediaries registered with SEBI, are subject to the
provisions of the Prevention of Money Laundering Act,
2002 and the rules framed thereunder. The Company
maintains a robust Anti-Money Laundering and Countering
Financing of Terrorism (AML/CFT) framework under the
oversight of a Designated Director and a Principal Officer,

with policies periodically updated to align with regulatory
requirements and industry best practices.

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

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of section 197(12) of the
Companies Act, 2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and SEBI D&P Regulations, 2018 a statement
containing the remuneration details of Directors and
Employees is annexed to this report as Annexure F and
forms part of this report.

OTHER DISCLOSURES

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

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

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

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

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

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

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

OUTLOOK

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

ACKNOWLEDGEMENT

Your Directors are grateful for the support and co-operation
extended by Securities and Exchange Board of India, Reserve
Bank of India, Ministry of Finance, Ministry of Corporate
Affairs, Depository Participants, Issuers, Registrars, Stock
Exchanges, Clearing Corporations, Commodity Exchanges,
Investors, Vendors, Technology Partners, Business
Associates, Bankers and Market Intermediaries.

The Directors wish to express their gratitude to the
Members and experts for their trust and support.
The Directors also express their deep sense of appreciation
to all the employees whose outstanding professionalism,
commitment and initiatives have made the organisation''s
growth and success possible.

For and on behalf of Board of Directors

Sd/- Sd/-

Vijay Kumar Chandok Parveen Kumar Gupta

Managing Director & CEO Chairman

DIN:01545262 DIN: 02895343

Place: Mumbai
Date: July 30, 2026