(*) Represent allotment of shares held in abeyance including bonus entitlements on such shares.
(a) The Exchange has only one class of shares referred to as equity shares having a par value of ? 2/-. Each holder of equity shares is entitled to one vote per share.
(b) Pursuant to the BSE (Corporatisation & Demutualisation) Scheme, 2005, (the Scheme) the Exchange had allotted 5,000 equity shares of ? 2/- each to each of those card based Members of the erstwhile Bombay Stock Exchange Limited whose names appeared on the Register of Members under Rule 64 in accordance with Rules, Bye-laws and Regulations, on the Record Date fixed for the purpose.
(c) Out of the total 4,77,75,000 equity shares of ? 2/- (including 4,41,00,000 bonus shares of ? 2/- each) issuable to the card based Members, the Exchange has allotted 4,71,25,000 equity shares (4,71,25,000 equity shares as on March 31, 2024) upon implementation of the BSE (Corporatisation and Demutualisation) Scheme, 2005 (“The Scheme”). The allotment of 6,50,000 equity shares (6,50,000 equity shares as on March 31, 2024) of ? 2/- each have been kept in abeyance for specific reasons pursuant to the provisions of the Scheme. However, all corporate benefits as declared from time to time, including dividend and bonus are accrued to all the 4,77,75,000 equity shares, as per the provisions of the Scheme.
(d) i) The holders of equity shares are entitled to dividends, if any, proposed by the board of directors and approved by the shareholder at the Annual General Meeting. ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of preferential amounts. However, no such preferential amounts exists currently. The distribution will be in proportion to the number of equity shares held by the shareholders.
15.1 General reserve
The general reserve created from time to time transfer profits from retained earnings for appropriation purposes. As the general reserve created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in general reserve will not be reclassified to the Statement of Profit and Loss.
The general reserve of ? 38 is earmarked towards issue of bonus shares held in abeyance.
15.2 Capital reserve
Pursuant to the BSE (Corporatisation & Demutualisation) Scheme, 2005, (the Scheme) the balance in Contribution by Members, Forfeiture of Members Application Money, Technology Reserve, Stock Exchange building, Seth Chunnilal Motilal Library, Charity, Income and Expenditure Account as at 19th August, 2005 as appearing in the Exchange are transferred to Capital Reserve being reserves which shall not be used for purposes other than the operations of the Exchange.
15.3 Retained earnings
The same reflects surplus/deficit after taxes in the Statement of Profit and Loss. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the balance in this reserve and also considering the requirements of the Companies Act, 2013.
The following methods and assumptions were used to estimate the fair values:
(a) The fair value of the quoted bonds, debentures and equity shares are based on price quotations at reporting date.
(b) The fair value of unquoted instruments and other financial liabilities, as well as other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities, except for unquoted instruments where observable inputs are available.
(c) The fair values of the unquoted equity shares have been estimated using a discounted cash flow model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these unquoted equity investments.
(d) In determining fair value measurement, the impact of potential climate-related matters, including legislation, which may affect the fair value measurement of assets and liabilities in the financial statements has been considered.
Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
Except as detailed in the above table, the Company consider that the carrying amounts of financial assets and financial liabilities recognised in the balance sheet approximate their fair values.
There were no transfers between Level 1 and 2 in the period.
34. Financial Risk Management
The Company's principal financial liabilities comprise trade and other payables, primarily to support its operations. Principal financial assets include trade and other receivables, and cash and short-term deposits derived directly from its operations.
The Company's investment activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. The Company's primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
The Company does not engage in derivative trading for speculative purposes. The Board of Directors reviews and approves policies for managing each of these risks, which are summarised below:
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty fails to meet contractual obligations, arising principally from the receivables and investment securities. It also arises from cash held with banks and financial institutions, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets, by assessing their financial position, past experience, adequate deposit and other factors.
• Trade and other receivables
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The demographics of the customer, including the default risk of the industry in which the customer operates, also has an influence on credit risk assessment.
The Company provides the stock exchange services to its listed customers and registered members, operating with large number of customer portfolio, thus not concentrating revenue on a small number of customers.
The company's exposure to customer includes only one customer contributing more than 10% of outstanding accounts receivable as on March 31,2025 and Nil as on March 31,2024. The concentration of credit risk is limited due to the fact that the customer base is large and unrelated.
• Investments
The Company limits its exposure to credit risk by making investment as per the investment policy. The Company addresses credit risk in its investments by mandating a minimum rating against the security / institution where the amounts are invested and is further strengthened by mandating additional requirement like Capital Adequacy Ratio (CAR), Allowable Net Non-Performing Asset (NNPA) Levels, Minimum Average Assets Under Management (AAUM) etc. for certain types of investments. Further the investment committee of the Company reviews the investment portfolio on bi-monthly basis and recommend or provide suggestion to the management. The Company does not expect any losses from non-performance by these counter-parties, other than losses which are already provided, and does not have any significant concentration of exposures to specific industry sectors. The Company does not take direct exposure in equity unless they are strategic in nature, the Company has made some allocation towards Sensex ETF which is a highly diversified benchmark index. Allocation is rebalanced basis Price earning ratio band.
• Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company liquidity management framework is designed to ensure that it maintains sufficient liquidity to meet its short term and long term liabilities under both normal and stressed market conditions.
The Company's corporate treasury department is responsible for liquidity, funding, operational requirements, capital expenditure and unforeseen contingencies management. In addition, processes and policies related to such risks are overseen by Investment Committee.
The management monitors the Company's net liquidity position on daily basis through forecasts on the basis of expected cash flows.
Market risk
The Company's size and operations result in it being exposed to the market risks that arise from its use of financial instruments. These risks may affect the Company's income or the value of its financial instruments. The objective of the Company's management of market risk is to maintain this risk within acceptable parameters, while optimising returns. The Company's exposure to, and management of, these risks is explained below:
• Price risk:
The Company is mainly exposed to the price risk due to its investment in mutual funds and exchange traded funds. The price risk arises due to uncertainties about the future market values of these investments.
In order to manage its price risk arising from investments in mutual funds and exchange traded funds, the Company diversifies its portfolio in accordance with the Asset class and limits set in the Investment Policy as approved by the Investment Committee and the Board.
At March 31,2025, the exposure to price risk due to investment in own mutual funds and exchange traded funds amounted to ? 1,07,650 Lakhs (March 31,2024: ? 46,375 Lakhs).
As an estimation of the approximate impact of price risk, with respect to mutual funds and exchange traded funds, the Company has calculated the impact of a 0.25% increase in prices. A 0.25% increase in prices would have led to approximately an additional ? 269 Lakhs gain in the Statement of Profit and Loss (2023-24: ? 116 Lakhs gain). A 0.25% decrease in prices would have led to an equal but opposite effect.
1. The Company's pending litigations comprise of claims against the Company primarily by the customers/ vendors and proceedings pending with Tax and other regulatory authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its standalone financial statements. The Company does not expect the outcome of these proceedings to have a material adverse effect on its standalone financial statements at March 31,2025.
2. It is not practicable for the Company to estimate the timing of cash outflow, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on the receipt of judgements/decisions pending with various forums/authorities.
38. Capital Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for are ? 16,022 Lakhs as at March 31, 2025 (? 7,315 Lakhs as at March 31,2024).
39. Segment Reporting
39.1 The "Company" operates only in one Operating Segment i.e. "Facilitating Trading in Securities and other related ancillary Services", hence have only one reportable Segment as per Indian Accounting Standard 108 "Operating Segments". The reportable business segments are in line with the segment wise information which is being presented to the CODM, who is Managing Director and CEO of the Company.
39.2 Information about geographical area
The plan assets in respect of gratuity represent funds managed by the BSE employee Gratuity Fund. The Employer's best estimate of the contributions expected to be paid to the plan during the next year is ? 291 Lakhs.
The weighted average duration to the payment of these cash flows is 3.8 years.
• Discount Rate: The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of the obligations.
• Salary Escalation Rate: The estimates of future salary increase considered takes into account the inflation, seniority, promotion and other relevant factors.
41.2 Defined Contribution Plan- Provident Fund, Pension Fund and New Pension Scheme:
These are plans in which the Company pays pre-defined amounts to separate funds and does not have any legal or informal obligation to pay additional sums. The Company offers its employees defined contribution plan in the form of provident fund and family pension fund. Provident fund and family pension fund cover substantially all regular employees. While both, the employees and the Company pay predetermined contributions into the provident fund and New National Pension Scheme, contributions into the family pension fund are made by only the Company. The contributions are based on a certain proportion of the employee's salary.
The Company has an obligation to fund any shortfall on the yield of the trust's investment over the administered interest rates on an annual basis. These administered interest rates are determined annually predominantly considering the social rather than economic factors and, in most cases, the actual return earned by the Company has been higher in the past years. There is no provision for diminution in value of investment except provision for accrued interest.
The Company has recognised charge of following contribution in the statement of profit and loss:
Notes: Immovable properties, in the nature of freehold land and buildings, as indicated in the above table, were transferred to the Company pursuant to the Order of Scheme of Corporatisation and Demutualisation dated May 20, 2005. However, the title deeds in respect of these properties continue to be held in the name of the erstwhile entity and the company has filed an application with superintendent of land records during the year to update the name of BSE Limited in the property card of land record authority.
45. SEBI Regulatory Fees
SEBI had introduced regulatory fees on annual turnover payable by the stock exchanges vide regulation effective from January 01,2007. The Company received a letter on April 26, 2024 from SEBI which inter alia advises the Company to pay the regulatory fees on the ‘Annual Turnover' considering notional value in case of option contracts from the year 2006-07 onwards.
During the year, the Company had received the response from SEBI vide letter dated 14th August, 2024 reiterating the advise to comply with payment of regulatory fees on the above methodology. Accordingly, the Company has appropriately accounted based on the SEBI's advice as prescribed in the letter.
47. Events After Reporting Date
There are no events that have occurred between the end of the reporting period and the date when the standalone financial statements are approved that provide evidence of conditions that existed at the end of the reporting period.
48. Maintenance of Books of Accounts and Servers
The Company has complied with the Rule 3 of Companies (Accounts) Rules, 2014 amended on August 5, 2022 relating to maintenance of electronic books of account and other relevant books and papers. The Company's books of accounts and relevant books and papers are accessible in India at all times and backup of accounts and other relevant books and papers are maintained in electronic mode within India and kept in servers physically located in India on daily basis.
49. Audit Trail
The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, there are no instance of audit trail feature being tampered with.
50. Buyback
During the previous year, the Company had implemented a scheme of buyback ("the scheme"). The Buyback opened on September 21,2023 and closed on September 27, 2023. The Company had bought back 86,532 equity shares at ? 1,080 per share resulting in cash outflow of ? 935 Lakhs (excluding expenses towards buyback). As provided in the scheme, an amount of ? 933 Lakhs was utilized from General Reserve and Share capital is reduced by ? 2 Lakhs. Further, Capital Redemption Reserve of ? 2 Lakhs (representing the nominal value of the shares bought back and extinguished) had been created from balance in Retained earnings as per the requirements of the Companies Act, 2013.
51. During the year ended March 31,2024, the Company had divested its 5% stake in its associate company Central Depository Services (India) Limited ("CDSL") to meet the requirement of SEBI directive. The profit on such divestment amounting to ? 50,417 Lakhs has been shown as an "Exceptional Item" in the standalone statement of financial results for the year ended March 31,2024. Tax of ? 3,910 Lakhs on the said profit is included as a part of tax expenses for the year ended March 31,2024.
52. Other Statutory Information
i) There are no promoters identified for the Company.
ii) The Company, for the current year as well as previous year, do not have any Benami property, where any proceedings has been initiated or pending against the company for holding any Benami property.
iii) The Company, for the current year as well as previous year, does not have any charges or satisfaction to be registered with ROC.
iv) The Company, during the current year as well as previous year, has not carried out or traded or invested in crypto currency or virtual currency.
v) The Company, for the current year as well as previous year, has not carried out any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessment under Income Tax Act, 1961 (Such as search, survey any any other relevant provisions of the Income Tax Act, 1961).
vi) The Company, for the current year as well as previous year, has not advanced any loan or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intermediaries shall:
a) Directly or indirectly lend or invest in other persons or entities identified in any manner, whatsoever by or on behalf of the Company (Ultimate Beneficiary) or
b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiary.
vii) The Company, for the current year as well as previous year, has not received any fund from any person(s) or entity(ies), including foreign entities (Funding party) with the understanding (whether recorded in writing or otherwise) that the Group shall:
a) Directly or indirectly lend or invest in other persons or entities identified in any manner, whatsoever by or on behalf of the Funding Party (Ultimate Beneficiary) or
b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiary.
viii) The Company has not been declared as willful defaulter by any bank or financial institution or other lender, since the Company has not undertaken any borrowing during the current year and previous year.
ix) The Company, during the current year and previous year has not made any investment in downstream companies which are not in compliance with Clause (87) of Section 2 of the Act read with the Companies (Restriction on number of layers) Rules, 2017.
x) The Company has not entered into any scheme of arrangement in terms of Sections 230 to 237 of the Companies Act, 2013 during the current year and previous year.
xi) The Company has not revalued its property plant and equipment or intangible assets or both during current year or previous year.
xii) The Company has not granted/given any loans or advances during the current year and previous year to the directors, KMP and the related party (as defined under Companies Act, 2013), either severally or jointly with any other person that are repayable on demand or without specifying any terms or period of repayment.
|