The Board of Directors (“Board”) present the 20^th Annual Report of BSE Limited (“the Company” or “BSE” or “Exchange”) together with audited financial statements for the Financial Year ended March 31,2025.

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

The financial performance for Financial Year (“FY”) 2024-25 is summarised in the following table:

The net profit after tax excluding exceptional item was higher by ? 91,818 Lakh (up by 227%) from ? 40,414 Lakh in previous FY to ? 1,32,232 Lakh in the current FY.

II. Standalone results

The total income of the Company during the FY 2024-25 on a standalone basis was ?2,91,275 Lakh reflecting an increase of ? 1,62,095 Lakh (up by 125%) over previous FY. The total expenses for the FY were higher by ? 47,026 Lakh (up by 54%) at ? 1,34,759 Lakh.

During the FY, the income was higher mainly due to increase in income from securities services (up by 229%) contributed by higher income from transaction charges in equity derivatives, equity cash, mutual fund segment; income from services to corporates (up by 40%); investments (up by 17%) and data dissemination (up by 17%). Increase in expenses are mainly due to increase in clearing and settlement expense (up by 89%); regulatory contribution (up by 74%); employee benefit expense (up by 42%); administration and other expenses (up by 56%); computer technology

related expenses (up by 2%) and depreciation and amortisation expenses (up by 21%).

The net profit after tax excluding exceptional item was higher by ? 82,413 Lakh (up by 286%) from ? 28,832 Lakh in the previous FY to ? 1,11,245 Lakh in current FY.

B. DIVIDEND

Pursuant to the Dividend Distribution Policy of the Company, the Board of Directors at their Meeting held on May 6, 2025, has recommended a final dividend of ? 23/- (including a special dividend of ? 5/- to commemorate the 150^th year) per equity share of face value of ? 2/- each fully paid up for the FY ended March 31, 2025. This proposal is subject to approval by the Shareholders at the Twentieth Annual General Meeting (“AGM”) scheduled on August 20, 2025, and will result in a total payout of ? 31,585 Lakh. Shareholders holding shares as on the record date i.e. May 14, 2025, 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.

Under Clause 5.3 of the BSE (Corporatisation and Demutualisation) Scheme, 2005, the allotment of equity shares to Trading Members of the erstwhile BSE has been kept in abeyance for various reasons. All corporate benefits including 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 dedicated to setting a standard in investor relations by adopting best practices and fostering mutual understanding with both International and Domestic investors. To achieve this, the Company strives for excellence in its engagement 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, and Investor Relations Officer, invested significant time in investor engagement, conducting 60 one-on-one meetings and participating in 21 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 was discussed in any of the abovementioned meetings. The Company ensures that all investors can access its important information by publishing it on the NSE's website (where the Company is listed), and it is also provided 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

During the year, there is no change in the paid-up equity share capital of the Company.

Additionally, in line with clause 5 of the BSE (Corporatisation and Demutualisation) Scheme, 2005 (hereinafter referred to as the "BSE Demutualisation Scheme"), which received approval from SEBI via 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 10,000 equity shares at a face value of ? 1/- per share, in exchange for their membership rights of erstwhile BSE. It should be noted that the entitlement concerning membership rights after the consolidation of share capital has been modified to 5,000 equity shares with a face value of ? 2/- each. As of March 31, 2025, the entitlements of 10 Trading Members continue to remain in abeyance for various reasons. All corporate benefits, including dividends that may be declared by the Company from time to time on the shares that are held in abeyance, are being accounted for and will be payable upon the allotment of these shares.

3. INVESTOR EDUCATION AND PROTECTION FUND

TRANSFER OF UNCLAIMED/UNPAID 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 years must be transferred to the IEPF set up by the Central Government. Consequently, the Company has transferred the following amounts to the IEPF this year:

TRANSFER OFSHARES

As per IEPF Rules, equity shares with unpaid or unclaimed dividends for seven consecutive years must be transferred to the IEPF Authority's Demat Account within thirty days of becoming due. Accordingly, 543 equity shares of ? 2/- each, with unpaid dividends as of October 5, 2024, were transferred to the IEPF Account in financial year 2024-25. Additionally, 2,600 equity shares of ? 2/- each, with unpaid dividends as of March 6, 2025, were also transferred on time. Members can reclaim both unclaimed dividends and shares from the IEPF Authority by following the prescribed procedure. Claims against the Company for unclaimed dividends and shares transferred to the IEPF Authority are not permitted. Shareholders can reclaim their shares by submitting an online application in Form IEPF-5 at www.iepf.gov.in.

DETAILS OF NODAL OFFICER

Name: Shri Vishal Bhat, Company Secretary & Compliance Officer Email address: vishal.bhat@bseindia.com

DETAILS OF THE RESULTANT BENEFITS ARISING OUT OF SHARES ALREADY TRANSFERRED TO THE IEPF

Shareholders are encouraged to claim their outstanding or unclaimed dividends to prevent the transfer of such dividends and the related shares to the I EPF.

4. MANAGEMENT

A. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31,2025, 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. Pursuant to SECC Regulations, the Company has appointed Key Management Personnel. As on March 31, 2025, there were 15 Key Management Personnels (including Key Managerial Personnel as defined under the Companies Act, 2013) who were also designated as Senior Management of the Company as per 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 recognized as the Key Managerial Personnels (KMPs) of the Company.

CHANGES DURING THE YEAR AND THEREAFTER

• Shri Jagannath Mukkavilli, NID, was subject to retirement by rotation and, being eligible, was re-appointed during the 19^th AGM on July 15, 2024, which received approval from SEBI. 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 20^th AGM.

• Shri Pramod Agrawal stepped down from his position as Chairperson and Public Interest Director, effective November 8, 2024. The resignation letter, along with the accompanying reasons, can be found in the Stock Exchange Intimation of the Company dated November 8, 2024.

• Prof. Subhasis Chaudhuri, PID, was appointed as the Chairperson of the Governing Board w.e.f. November 21,2024.

• Shri Shamanna Balasubramanya and Shri Rajiv Bansal were appointed as PIDs, effective January 23, 2025, and April 1,2025, respectively, for a term of three years each. In the opinion of the Board, Shri Shamanna

Balasubramanya and Shri Rajiv Bansal are a person of integrity and fulfills requisite conditions as per applicable laws.

• Shri Umakant Jayaram, PID and Sushri Jayshree Vyas, PID, completed their second term and accordingly ceased to be PID w.e.f. closure of working hours on February 3, 2025, and April 24, 2025, respectively.

• During the year, there was no change in the Key Managerial Personnel 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 in 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 Code of Conduct for the Board of Directors 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 2024-25. 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, 2025, 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 31,2025, and of the profit of the Company for the financial year ended March 31,2025;

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 includes policies and procedures -

a) Pertaining to the maintenance of records that is reasonably detailed, accurately, and fairly reflects the transactions and dispositions of the assets of the Company.

b) Provide reasonable assurance that transactions are recorded as necessary 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 31,2025, 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 that 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 is placed on the website of the Company at https://www.bseindia.com/investor relations/annualreport.html.

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/annualreport.html.

Additionally, during the year, the following changes occurred:

• Asia Index Private Limited, previously a joint venture between BSE Limited and SPDJ Singapore Pte Limited, became a wholly owned subsidiary of your company effective May 31,2024.

• BSE Tech Infra Services Private Limited, a step-down subsidiary merged with BSE Technologies Private Limited, a wholly owned subsidiary, w.e.f. October 1,2024.

• The Company executed a Share Purchase Agreement on May 2, 2025, with AV Financial Experts Network Private Limited, resulting in the divestment of its 100% stake in BSE Institute Limited, a wholly owned subsidiary.

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 there under.

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. AUDITORS

A. 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 22^nd 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 2024-25.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

DM & Associates Company Secretaries LLP Mumbai (Firm Reg No. L2017MH003500) have conduct the Secretarial Audit of the Company for FY 2024-25.

The Secretarial Auditor's report does not contain any qualifications, reservations, or adverse remarks for FY 2024-25 and is enclosed as Annexure B to this report.

The Board of Directors, have appointed Dhrumil M. Shah & Co. LLP (Firm Registration: L2023MH013400), Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

C. INTERNAL AUDITOR

M/s. Rodi Dabir & Co., Internal Auditors of the Company have carried out Internal Audit for FY 2024-25. The reports and findings of the Internal Auditors are periodically reviewed by the Audit Committee and Board.

The Board of Directors, based on the recommendation of the Audit Committee, have appointed M/s. Aneja Associates as the Internal Auditor of the Company, for a period of 3 years commencing from financial year 202526 on a yearly renewal basis.

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 Act, 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

To improve energy efficiency, the company has systematically replaced equipment that consumes a lot of energy with modern, energy-efficient options. For instance, induction ballasts have been upgraded to electronic ballasts, and fluorescent lights have been replaced with LED lighting. Regular practices include switching off lights and equipment when they are not in use, along with the installation of motion sensors in certain areas to automate this process. Additionally, bright colors were selected for office interiors to maximize the use of natural light, while glass windows were treated to minimize heat absorption, thereby effectively reducing the energy demands of air conditioning. Moreover, a VRV (Variable Refrigerant Volume) system has been installed in conjunction with the central air-conditioning system. This setup allows the central AC to remain inactive during periods of low building occupancy, leading to a significant reduction in energy consumption. Collectively, these initiatives demonstrate the company's continuous dedication to enhancing energy usage and efficiency.

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

The company's infrastructure, equipped with glass windows that enhance

the influx of natural light, considerably diminishes the need for artificial lighting during daylight hours. This method not only supports sustainability but also cuts down on electricity consumption.

III. The capital investment on energy conservation equipment

In the FY 2024-2025, Company has invested ? 1.93 Crore in installation of VRV system and Motion Sensors to reduce operational cost of Central AC and lighting.

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 has been pivotal in the modernization and efficiency of the Company, allowing it to stay competitive and appealing to investors.

I. Advanced Trading Infrastructure

The Company is consistently enhancing its trading infrastructure and systems to accommodate increasing volumes in a changing competitive and regulatory environment. Ongoing investments in high-performance equipment bolster throughput and minimize latency, all while ensuring information security is not compromised.

II. Strengthening Risk Management

The Company utilizes a thorough automated framework for risk management and surveillance to uphold market integrity, safeguard investors, and ensure orderly trading. This fosters investor confidence during periods of market volatility. The systems that support these operations remain proactive and adaptable in response to the dynamic and evolving market and regulatory demands.

III. Agility in Disaster Recovery operations

The Company has adopted a proactive stance towards Disaster Recovery (DR) Operations, conducting various mock trading systems and live trading systems from DR biannually. Additionally, the Company engages in collaborative sessions with other Market Infrastructure Institutions (MIIs) to test various scenarios, including ungraceful shutdowns and unannounced DR. Such testing ensures the resilience and availability of the trading platform and its associated systems.

IV. Technology upgrades in StAR MF platform

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

This year, the Company has invested in modernizing the technology platform of the StAR MF platform with an event-driven microservices architecture. This upgrade offers flexibility through modular API-driven integration, accelerates transaction processing, increases throughput, and enhances reliability. Optimized intra-day processes for sharing transaction and settlement data with Registrars and Transfer Agents, leading to settling more transactions nearer to the daily cut-off.

In summary, technology remains the cornerstone of the Company's operations, facilitating its expansion within a complex and dynamic business and regulatory landscape.

C. CYBER SECURITYTECHNOLOGY ABSORPTION AND CERTIFICATION

In the constantly changing realm of Information and Cyber Security, remaining proactive is not merely an option but an essential requirement. Cyber threats are on the rise, and new threat vectors are continuously developing. To guarantee that BSE's information assets remain robust against these information and cyber security threats, the 24X7 Information and Cyber Security Operation Centre (SOC) is dedicated to evolving and enhancing our defenses through the implementation of cutting-edge technologies.

I. SOAR (Security Orchestration, Automation and Response)

BSE uses SOAR to step-up the Company's Cyber security operation centres' response capability by enabling orchestration and automation by combining SIEM and other technologies. SIEM use-case playbooks has been created in SOAR along with required integrations. Security Orchestration has enabled the threat intelligence feed from multiple sources and streamlined the threat response workflows. It helped to reduce the turnaround time on security alerts and enabled cyber security analysts to act on alerts quickly through defined cyber security alert playbooks.

II. Technology for Phishing Simulation and Employee awareness training

Humans are considered one of the weakest and most vulnerable links in Information and Cybersecurity. It is important to ensure continuous awareness, training, and assessment of human aspect for strong cybersecurity. The Company conducts periodic cybersecurity training and assessment exercises for employees and vendors. With phishing simulation and Learning Management System (LMS) based training, awareness, and assessment technology, it will help to cover all employees and ensure each employee and vendors who are working at the Company premises are going through the assigned trainings and clear the assessments.

III. Threat Intel Platform, External Risk Exposures and Brand Monitoring Service

To ensure continuous digital risk assessment and mitigation of possible threats, the Company has subscribed for services which provides external threat intel for cyber threats where the threats are discovered by research and threat intel provider companies. Brand monitoring services to discover the threats pertaining to the Company's information assets and to avoid the misuse of the Company's digital assets and brand name. Surface and Dark web are monitored to identify possible and related cyber threats and exposures being planned or surfaced for the Company.

IV. Certification

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

Conclusion

BSE's continues to innovate and enhance its technology stack in order to create a resilient marketplace for investors. It also undertakes timely refresh of technologies thereby keeping pace with a fast-moving landscape.

During FY 2024-25, it has augmented its infrastructure significantly, thereby allowing it to keep pace with growing volumes in the Derivatives, Equities and Mutual Fund Segments. BSE remains committed to investing in technology as a key driver towards achieving business and excellence.

Disclosures

a) The efforts made towards technology absorption

The Company continued with passion looking for path-breaking technologies & adopt them. The year had seen a tremendous increase in volumes requiring the Company to invest in adopting new technologies.

The Company has taken the lead for 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

• Improvising the operational capabilities & high availability

• Effective utilisation is made of available indigenous technology team expertise and develop home grown applications.

Needless to mention, the efforts put in by the Company have shown results in the form of a robust platform supporting exponential growth in volumes. All departments within the Company are equipped with tech enabled solutions and applications to deliver best of the services to all its customers.

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 technology 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. The details of technology imported - Not Applicable

ii. The year of import - Not Applicable

iii. Whether the technology been fully absorbed - Not Applicable

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

d) 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: ? 3,895 Lakh (Previous Year: ? 3,464 Lakh) Foreign Exchange Outgo: ? 244 Lakh (Previous Year: ? 245 Lakh)

10. RISK MANAGEMENT AND COMPLIANCE

Risk Management constitutes a vital component of the operational framework at BSE. The Enterprise Risk Management (“ERM”) framework includes practices related to the identification, assessment, mitigation, and monitoring of strategic, operational, financial, compliance, and emerging risks, such as geo-political risks, aimed at achieving key business objectives and minimizing the negative effects of risks.

The Company's Board of Directors has established a Risk Management Committee (“RMC”) to supervise the ERM Framework, oversee risk mitigation, monitor the risk management plan, and ensure its effectiveness. Additionally, the Audit Committee provides further oversight concerning financial risks and controls.

Management at BSE identifies significant risks, both existing and emerging, and prioritizes mitigation actions based on their potential adverse effects on operations and/or shareholder value. Given that the Exchange functions in a dynamic environment, these risks are regularly reviewed and evaluated for their potential impact and exposure. A comprehensive enterprise-wide Risk Management Framework and Policy was developed in accordance with the guidelines set forth by the regulator, which was subsequently reviewed by the RMC and approved by the Board in November 2024. Furthermore, every quarter, a detailed update on ERM, along with significant risk incidents or events that have occurred, is presented and discussed during RMC meetings.

RISK CATEGORIES

The Company's risk management framework is broadly categorized into 10 risk vectors pertaining to:

a. Business,

b. Technology,

c. Cyber Security,

d. People,

e. Regulatory and Compliance,

f. Reputation,

g. Fraud,

h. Operations,

I. Finance,

j. Physical Security and Infrastructure.

In addition to the aforementioned points, external risks arising from environmental, macroeconomic, and geopolitical factors are also recognized for evaluation.

RISK MANAGEMENT PROCEDURE Risk Identification

The risk identification uses Risk and Controls Self-Assessment (RCSA) which involves identifying, recognizing, and describing risks that obstruct the attainment of the strategic and business goals of the organisation. BSE has in place, the system, and measures to identify high-level risks related to operational, technological, regulatory and compliance, reputational, infrastructural, environmental, and Strategic, etc. aspects of the organisation.

Risk Assessment

Each risk is assessed for impact (materiality of the risk if it occurs) and likelihood (at an agreed level of impact, the probability of the event taking place). This shall provide the inherent risk of the particular risk activity. Based on the impact and likelihood the risk exposure is categorized into categories based on defined matrix. Residual Risk is derived after assessing the impact of the mitigation plan.

Risk Mitigation Measures

Mitigation actions are prepared and finalised, owners are identified and the progress of mitigation actions are monitored and reviewed. The Risk Management Committee periodically reviews and monitors the mitigation actions, its effectiveness and provides its advice and insights to the mitigation teams.

The management along with risk and control owners remain vigilant in mitigating the risks that may come with changes in internal and external environment.

Risk Reporting

The primary risks identified in the risk registers, along with their mitigation strategies, the regular assessment of processes, and any new risks arising from these evaluations, are provided in a comprehensive update on Enterprise Risk Management (ERM) and are discussed during the quarterly meetings of the Risk Management Committee (RMC).

The risks recognized by the risk management function or roles across various levels within the organization are displayed at the suitable level of the governance structure. Critical risks or cross-functional risks at each tier are escalated to the subsequent level in the governance framework. Critical

risks categorized under different types of risks at the entity level are examined by the Chief Risk Officer, Chief Financial Officer, Chief Business Officer, Chief Information Officer, and Chief Regulatory Officer, and are subsequently reviewed by the Managing Director & Chief Executive Officer.

Risk Management Framework for the year

During the year, as a part of a fresh perspective to Risk Management and monitoring the key risks, the following activities were undertaken by the risk management function during the year:

a) In accordance with the SECC Regulations and the revised Terms of Reference (TOR) established by SEBI, a thorough update of the Risk Management Policy and framework was submitted for evaluation and subsequently approved by both the Risk Management Committee and the Board in November 2024.

b) Comprehensive deep-dive sessions were conducted with all major organizational functions to ensure the alignment of their respective Risk Registers with the standardized format, facilitating a cohesive and consistent approach to risk management.

c) Review of Incident Reporting and escalation mechanism whereby incidents that occurred and could have posed potential risk to the enterprise are escalated and reported on a timely basis to ensure required remediation and change in processes to strengthen the risk mechanism.

d) Identification of major risk vectors impacted, and risks involved in processes followed by the departments.

e) Review of the existing Business Continuity Plan and enhancing the existing BCP with non-IT scenarios to develop a holistic BCP at enterprise level.

Given the intrinsic risks associated with the Company's operations, it is essential for BSE to continuously enhance its risk management practices in order to fortify the organization through well-informed strategic and business decisions. BSE's strategic objective for the Enterprise Risk Management (ERM) function is to integrate ERM into processes, business strategy, and critical decision-making, thereby contributing substantial and strategic value to the organization.

11. COMPANY'S POLICIES

A. 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/corporategovernance.html

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

The Company has constituted a Committee in accordance with Section135 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 httDs://www.bseindia.com/static/investor relations/corporatesocialrespons. html

C. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism / Whistle Blower Policy

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. During the FY ended March 31,2025, no complaint pertaining to sexual harassment was received.

13. RESOURCES COMMITTED TOWARDS STRENGTHENING REGULATORY FUNCTIONS AND TOWARDS ENSURING COMPLIANCE WITH APPLICABLE REGULATORY REQUIREMENTS

The Company being a recognised Stock Exchange is governed by SEBI. The Company ensures compliances with various regulations and guidelines issued by SEBI from time to time and strives to implement the best governance practices.

During the year under review, the Company's regulatory division comprised of departments, handling various critical aspects of regulatory compliances, as under:

i. CRO's Office

ii. Listing Operations & Compliance

iii. Member Oversight

iv. Online Surveillance & Investigation

v. Membership Operations & Compliance

vi. Investor Services

vii. Financial Surveillance

viii. Enforcement

ix. Exchange Compliance

There are 295 resources in these functions at various designations. Each such function is headed by the Chief Regulatory Officer, who in turn reports to the MD & CEO and Regulatory Oversight Committee.

The Company has ensured to make disclosures of various mandatory regulatory requirements along with reporting of the same to various regulatory authorities in addition to informing the same to the Board of Directors and respective Committee.

For the FY ending on March 31, 2025, BSE incurred direct and indirect expenses amounting to ? 4,692 Lakhs as per activity-based accounting methodology towards strengthening regulatory functions and towards ensuring compliance with regulatory requirements.

14. COMMUNICATIONS Strategic Communication

Through its communication strategy, BSE continued to play a vital role in producing and disseminating timely information to all its stakeholders-both internal and external. The approach was multi-pronged, incorporating new tactics in response to evolving market demands.

Digital Strategy

BSE actively pursued a digital communications strategy aimed at promoting brand BSE as well as investor education and awareness. Distinct branding strategies were implemented to differentiate between brand-building initiatives and investor awareness campaigns.

To enhance brand visibility, strategic partnerships were established with media outlets and publications, increasing both presence and share of voice. The brand continued to mark occasions such as events, anniversaries, and festivals-spreading joy and positivity.

For investor education and awareness, BSE collaborated with leading publications such as The Economic Times and Hindustan Times, while also exploring emerging platforms like podcasts and short-format videos to engage the growing digital audience. Special focus was placed on regional language outreach via Lokmat, and on engaging women investors through a collaboration with SheThePeople. This partnership aligns with BSE's

commitment to fostering gender diversity in investing. As part of this effort, BSE co-hosted the “Ring the Bell for Gender Diversity” event on International Women's Day, alongside SheThePeople, UN Women, MSCI Inc., and Women in ETFs (WE).

These digital strategies and amplification methods led to a substantial increase in followers across BSE's social media platforms-Facebook, Instagram, X (formerly Twitter), and LinkedIn-during FY 2024-25. The exchange ended the financial year with nearly 35 lakh followers in total across all the major social media platforms, a percentage gain of 36% over the previous financial year.

Offline Content Strategy

An active strategy was also adopted for offline content and printed literature aimed at both internal and external stakeholders. Key updates included revisions to presentations and brochures related to brand BSE, the BSE SME platform, and the BSE Start-up platform.

Additionally, content and design creatives were revamped for stall installations at various events to reflect a more contemporary, data-driven aesthetic. These were used across multiple investor awareness programs (IAPs), including Shiksit se Viksit, the CII Chandigarh Fair, Mega-RISA (Regional Investor Seminar for Awareness), the IAP stall at the India International Trade Fair (IITF) in Delhi, the Kolkata Book Fair, and the Khasdar Audyogik Mahotsav, among others. Innovative designs were also deployed at international exhibitions such as the Futures Industry Association (FIA) events held in Chicago and Singapore.

Efforts were made to rebrand creative content for the Mumbai Investor Service Centre (ISC), with similar work underway for the Delhi ISC.

Events and Engagements

During FY 2024-25, BSE hosted a wide range of delegations and high-level visits, enhancing its domestic and international profile.

Highlights included:

• A visit from New Zealand Prime Minister Christopher Luxon for the signing of an MoU between BSE Institute and Quality New Zealand Education.

• A visit by H.E. Marisa Gerards, Ambassador of the Netherlands, and Consul General Nabil Taouat.

Other international delegations welcomed by BSE included representatives from:

• Kubota Corporation (Japan)

• Bloomberg (Singapore)

• Royal College of Defence Studies (UK)

• Swedish Parliamentary Delegation

• Hanoi Stock Exchange (Vietnam)

• Zimbabwe

• Securities Board of Nepal (SEBON)

Additional visitors included:

• Nepal Stock Exchange (NEPSE)

• Social media influencers and journalists from Sri Lanka, Nepal, and ASEAN countries (including a delegation facilitated by India's Ministry of External Affairs)

• Securities and Exchange Commission of Ghana (SEC Ghana)

• Naval and Industrial Tour of the Higher Command Course

• Delegates from the Independent Director Programme for Senior Defence Personnel

BSE also hosted multiple student delegations from the National Institute of Securities Markets (NISM), IIT Mumbai, and participants from the InternNation Leadership Tours (Chaatra Sansad and 2025 cohort).

These interactions underscore BSE's growing stature as a hub for financial learning, policy discourse, and cross-border collaboration.

Product Launches, Explainer Content, and Anniversaries

FY 2024-25 saw the launch of several new products, supported by integrated communications strategies. Notable launches included:

• Sensex Next 30

• Select IPO

• Indian Sector Leaders indices

A major milestone was the launch of Sensex Futures trading at India International Exchange (India INX), located at the GIFT International Financial Services Centre (IFSC). The inauguration, led by the Hon'ble Chief Minister of Gujarat, Shri Bhupendra Patel, represented a significant step toward widening global investor access to India's benchmark index.

There was renewed focus on content and communication strategies for BSE's Social Stock Exchange (SSE), aimed at simplifying product understanding for the general public. BSE also celebrated key milestones, including the anniversary of the relaunch of its flagship index derivative contracts-Sensex and Bankex. The long-standing Muhurat Trading Day, a tradition observed since 1957 to coincide with Diwali, continued this year as well. Finally, the communication strategy incorporated the production of product explainer videos for the SEBI symposium. These videos aimed to simplify complex concepts through clear, user-friendly audio-visual content.

16. OTHER DISCLOSURES

A. 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 31,2025, 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 2024-25, 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, 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 12,486 IAPs during FY 2024-25. Out of this, 381 IAPs were conducted through IPF while 12,105 IAPs were conducted through the Investors Services Fund (“ISF”) that also has similar objectives. Similarly, 8530 IAPs were conducted physically while 3,956 were conducted online (webinars) out of the above. Additionally, during the year, IPF officials conducted 381 Regional Investor Seminars for Awareness (RISA) jointly with SEBI across different parts of the country. IPF also publishes TV, 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 Digital Initiatives

To achieve higher reach amongst the investor community, IPF enhanced its usage of digital media platforms and social media channels. In coordination with the Corporate Communications team, we crossed 34 lakh followers cumulatively across all of BSE's social media platform handles (Facebook, Instagram, X, LinkedIn and YouTube). Beyond the periodic posting of investor awareness and protection content under the IPF banner, eight new videos were created in Hindi featuring the popular character Mr. Mane. These videos were dubbed in 9 languages while five of the relevant ones were also converted into sign language to make these videos accessible to all audience groups. The overall video views of Mr. Mane video series across the social media platforms have crossed 18.75 crore as of date.

Further, multiple media partnerships across different content formats, such as interviews, podcasts, informative posts in regional languages and targeted content for groups such as women and youth investors were created to reach out to niche investor segments. There was also special focus on investor awareness and protection during the world investor week (WIW) in October 2024 where folk stories were converted into interesting bits of education and awareness for investor; it was one of its kind initiatives done during that week.

World Investor Week (WIW) 2024

BSE IPF celebrated the globally popular event for investors called World Investor Week (WIW 2024) under the aegis of SEBI and International Organisation of Securities Commissions (IOSCO), from October 14-20, 2024.

WIW is a week-long global celebration promoted by the 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 2024, on the first of day of the week i.e. October 14, 2024, BSE IPF conducted a bell ringing ceremony at BSE International Convention Hall which was attended by Shri G. P. Garg, Executive Director, SEBI and various other senior dignitaries from SEBI.

Certain key activities undertaken by IPF to celebrate WIW 2024 are:

• Investor Awareness Programs (IAPs)

Conducted 782 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.

• Creating Microsite

A Microsite of WIW 2024 was created, listing various activities conducted during WIW, access for which was provided through popular BSE India website.

• QUIZ programs General Quiz for Investors

A series of general Quiz programs for the general public from Monday, October 14, 2024 to Friday, October 18, 2024 (5 consecutive days) was conducted during WIW. The Quiz was conducted online, wherein participants were required to answer multiple choice answer questions on the capital market in a time bound manner. Winners were decided at the end of every day's Quiz and were awarded with the winners' certificates as well as suitable cash prizes. All other participants were given participation certificates. Out of those participants who have played all the 5 day's quizzes and answered questions correctly, 2 winners were selected from across all daily quizzes and were awarded as “Quiz Ka Champion”.

A Total of 23000 participants attended the Quiz program with overall accuracy of 64%.

• Organizing Human Chain

This is yet another unique activity which will be conducted during WIW. On the first day of WIW i.e. October 14, 2024, BSE IPF in association with Krisha Foundation, organized a Human Chain, at Vidyalankar School of Information & Technology wherein more than 350 students participated. The students wearing uniform T-shirts and caps formed a shape of a big WIW. To capture the essence of the Human Chain event comprehensively, a video shoot from a drone camera was done by a professional photographer capturing an aerial view of the entire event.

• Street Plays

BSE IPF in co-ordination with one of the resource persons, performed 16 Nukkad nataks in Madhya Pradesh (Indore, Bhopal, Ujjain) and Nagpur at various busy locations to propagate the message of Digital finance and prevention from online frauds.

• Jingle Making Competition

Conducted a jingle making competition, a creative way to engage with participants. A jingle competition was a unique way to engage with the audience and create a memorable experience. Purpose of the competition was to encourage investor engagement to create a jingle based on capital markets. More than 2000 participants submitted jingle videos (not more than 1 minute) either individually or in teams which was evaluated based on quality, content and overall effectiveness. Selected winners were awarded with cash prize and recognition on BSE's social media handles.

• Story Telling Competition

Conducted a storytelling competition through video submission on the theme of explaining investment jargons, a creative way to educate people about investing.

Theme: “Demystifying Investment Jargon” or “Simplifying Investment Related Terms”

Objective: To create engaging stories that explain complex investment terms in simple language.

Participants were asked to create a short video (max 2-3 minutes) that tells a story about an investment concept or terminology either in English or Hindi.

By this activity we were able to host a successful storytelling competition that educates people about investment jargons, making complex concepts more accessible and fun to learn. More than 1300 people participated in this activity.

• Digital Activities

BSE conducted following digital activities through social media handles.

Nava Rasa - In this activity, we engaged the online audience with an interactive social media campaign during WIW 2024 that connects the Nav Rasa (emotions) with investor behaviour.

BSE ran campaigns around this Nav Rasa throughout the entire week, playing one rasa (emotion) card every day and asking the investors to quote a song, record their video or tag a YouTube song depicting the emotion of the day. This encouraged engagement among the viewers while also understanding the behavioural relation of the rasa (emotion) with the investor.

Best songs and interactions of the investors were pinned and rewarded with cash prizes.

Interactive quiz campaigns - BSE hosted interactive quiz campaigns during all 7 days of week, online through its social media handles on various facets of investing to educate as well as engage audience during WIW 2024. The topics revolved around the investor awareness campaigns and theme of WIW viz., digital finance and technology with subtext around frauds, scams and basics of investing.

Right answers were pinned and rewarded.

Amplification of offline and online content - In addition to the above social media activities, BSE also amplified all the offline and online contents through its social media handles. This included promoting the offline activities which were held during the week to inform the audience and improve engagement.

Further, to promote our investor awareness videos including the popular #ManekiMano series were made and posted in the interest of general investors in the capital market. These videos were sent out to all social media handles of BSE i.e., Facebook, LinkedIn, Twitter and Instagram during the entire length of the WIW.

Educational initiatives in collaboration with leading newspapers.

BSE worked with leading digital publications such as Economic Times and Lokmat to educate investors about investor protection, fraud, digital finance and basics of investing through their digital channels. These included podcast, advertorial, infographics, and short reels.

Startup Event in IIM Ahmedabad, with our Exchange in IFSC, Gift City

Indian Institute of Management Alumni Association Ahmedabad Chapter (IIMAAAAC) hosted one event in IIM Ahmedabad premises to create Investor awareness in association with India International Exchange (IFSC) Ltd. (India INX) and BSE Investor Protection Fund (IPF) on October 18, 2024. Senior IFSC officials attended this half day event.

The participants in the events were IIMA Alumni, some startups, Angel and VC investors and audience from IIM. The event focused on creating awareness among the investors on Direct Listing, Bond listing, products available for investment in GIFT IFSC, investment opportunities in Global Market through direct access, Tax benefits in IFSC etc. The objective was to enthuse and encourage investors and young entrepreneurs to start

their own ventures or get their ventures listed, thereby promoting vibrancy in the IFSC, which is a priority for the Centre.

Grand Finale of The Hindu Businessline Cerebration Business Quiz

The BSE IPF collaborated with reputed The Hindu Business Line Group which conducted its 21^st Edition of the Cerebration Business Quiz 2024. The quiz saw a range of participants which included Business Professionals, Corporate Executives, students from prominent B-schools and MBA aspirants, packaged as the country's toughest corporate business Quiz, it was held virtually across six cities - Chennai, Hyderabad, Delhi, Kochi, Bengaluru and grand finale in Mumbai.

National final was held on ground at BSE International Convention Hall on last day of WIW 2024.

• BSE building illumination

This year also we lit up the face of the iconic BSE Building during all days of WIW 2024 carrying the logos of SEBI, BSE and WIW 2024 on the face of the building.

G. GREEN INITIATIVE

In order to address the environmental concerns, the Company is undertaking steps to promote sustainability, by disseminating all agenda items of Board and Committee meetings electronically on a real time basis, by uploading them on a secured online application specifically designed for this purpose, thereby eliminating circulation of printed agenda papers.

As a part of its green initiative, the Company has taken necessary steps to send documents viz. notice of the general meeting, annual report, etc. at the registered email addresses of shareholders. Those who have not yet registered their email ids are requested to register the same with the Registrar & Transfer Agent (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.

17. ACKNOWLEDGMENTS

The Board sincerely thanks the Government of India, SEBI, RBI, IRDA, GIFT City Ltd., CERC, 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 extend 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 serves to demonstrate Transparency, Accountability and Appreciation for the collective efforts that contribute to the Company's Performance and Sustainability.