(n) Provisions and Contingent Liabilities
Provisions for legal claims are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Where there are number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to only one item included in the same class of obligations may be small.
At the end of each reporting period, provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at a future date. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non¬ occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent liabilities are not disclosed in case the possibility of an outflow of resources embodying economic benefits is remote.
(o) Employee benefits
(i) Short-term obligations
Liabilities for salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. Short-term employee benefits are recognised in the statement of profit and loss in the period in which the related service is rendered. The liabilities are presented as current employee benefit obligations in the balance sheet.
(ii) Compensated absences
The liabilities for compensated absences are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.
The obligations are presented as current liabilities in the balance sheet since the Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Post-employment obligations
The Company operates the following post¬ employment schemes:
(a) Defined benefit plans such as gratuity;
(b) Defined contribution plans such as superannuation and provident fund.
Defined benefit plans:
The Company has maintained a Group Gratuity Cum Life Assurance Scheme with the Life Insurance Corporation of India (LIC) towards which it annually contributes a sum determined by LIC. The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets.
The defined benefit obligation is calculated annually by actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to yields on government securities at the end of the reporting period that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.
Defined contribution plans:
The Company pays provident fund contributions to publicly administered Provident Funds as per local regulations. The Company has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due.
Superannuation
Superannuation benefits for certain employees are covered by Company policies with the Life Insurance Corporation of India. Company's contribution payable for the period is charged to profit and loss. There are no other obligations other than the annual contribution payable.
National Pension Scheme (‘NPS’)
In respect of employees who opt for contribution to the NPS, the Company contributes a certain percentage of the total basic salary of such employees to the aforesaid scheme, a defined contribution plan, which is managed and administered by pension fund management companies. Such contributions are recognised in the Profit and Loss Account in the period in which they accrue.
(iv) Bonus plans
The Company recognises a liability and an expense for bonuses. The Company recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
SEBI has laid down certain norms in terms of the compensation policy for the key management personnel which are as under:
A. The variable pay component will not exceed one third of the total pay.
B. 50% of the variable pay will be paid on a deferred basis after three years.
(p) Contributed equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
(q) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
(r) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the Company
• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
(s) Non- Current assets held for Sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits and financial assets, which are specifically exempt from this requirement.
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset is recognised at the date of de-recognition. Non-current assets are not depreciated or amortised while they are classified as held for sale.
Non-current assets classified as held for sale are presented separately from the other assets in the balance sheet.
(t) Recently issued accounting pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time.
In May 2025, MCA notified amendments to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, applicable w.e.f. April 1, 2025. The Company has reviewed the amendments, and it does not have any significant impact on its standalone financial statements.
In August 2025, MCA notified the following amendments to:
1. Ind AS 1, Presentation of Financial Statements, applicable w.e.f. April 1, 2025 - The amendment
relates to classification of liabilities as current or non -current and non-current liabilities with covenants. In the context of classifying a liability as current, it removes the requirement of existence of a right to defer settlement for at least 12 months after the reporting date and instead requires that the said right should exist on the reporting date and have substance. The amendment also introduces guidance on classification of liabilities with covenants. The Company has no impact of these amendments in its classification criteria of current and non-current liabilities.
2. Ind AS 7, Statement of Cash Flows and Ind AS 107, Financial Instruments: Disclosures, applicable w.e.f. April 1, 2025 - The amendment in Ind AS 7 requires to inform users of financial statements of the existence of supplier finance arrangements and explain the nature of the arrangements, the carrying amount of liabilities and the range of payment due dates. Ind AS 107 has been amended to add supplier finance arrangements as a factor that may cause concentration of liquidity risk. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial statements.
3. Ind AS 12, International Tax Reform - Pillar Two Model Rules applicable immediately - The amendments provide a temporary mandatory relief from deferred tax accounting for top-up tax and require companies to disclose that they have applied the relief. This relief is immediate and applies retrospectively. The amendments also require companies to provide new disclosures to compensate for potential loss of information resulting from the relief. Such disclosures are to be provided for annual reporting periods beginning on or after April 1, 2025. The Company has reviewed the amendment and, based on its evaluation, has determined that this amendment is not applicable for the Company.
4.1 During the year ended March 31, 2026, the Company has subscribed to the rights issue of NSE IFSC Limited amounting to H 250 crore.
4.2 In an earlier year, the Company has written down its investment in equity shares of NSE Foundation amounting to H0.04 crore, since it has been set up to carry out CSR activities for the Company and will not have profits which can be distributed to the Company.
4.3 These investments includes H 3,788.95 crore (at cost) as of March 31, 2026 [March 31, 2025: H 6,072.10 crore (at cost)] towards Risk Reserve (Refer note 11b).
4.4 Pursuant to the resolution framework approved for IL&FS group entities, the Company received units of Roadstar Infra Investment Trust (InvIT) during the year ended March 31, 2025, as an interim distribution against its existing investment in IL&FS debentures. In the absence of an active market and due to the uncertainty regarding the realisable value of these units, the investment has been recognised at a nominal value of H 1 in the financial statements. The management will continue to evaluate the valuation of these units based on developments in the InvIT's operations and marketability.
7.1 The investments in mutual funds includes H 24.64 crore (March 31, 2025: H 23.49 crore) invested from contribution received from issuers of Listed or proposed to be Listed debt securities towards creation of "Recovery Expense Fund” as per SEBI circular no. SEBI/HO/MIRSD/CRADT/CIR/P/2020/207 dated October 22, 2020.
7.2 The Company's investment in Non-convertibLe debenture of IL&FS Group amounting to H 80.13 crore was classified as credit impaired in the financial year 2018-19 on account of significant financial difficulty of the issuer, disappearance of an active market for their securities and credit rating downgrade from "AAA” to "D”. Accordingly, the Company recognised impairment Loss of H 80.13 crore on such financial assets in the financial year 2018-19. During the year, the Company has received an amount of H NiL (March 31, 2025: H 3.83 crore). The Company has received H 22.74 crore cumulatively tiLL March 31, 2026 (March 31, 2025: H22.74 crore) and has reversed provision to that extent.
7.3 These investments incLudes H 1,016.05 crore (at cost) as of March 31, 2026 (March 31, 2025: H 549.55 crore [at cost]) towards Risk Reserve (Refer note 11b).
7.4 Investments are heLd by the Company as a custodian of defauLter members.
Terms and rights attached to equity shares
The Company has only one class of equity shares having a par value of H 1 per share. They entitle the holder to participate in dividends. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. Every holder of equity shares present at a meeting in person or by proxy is entitled to one vote, and upon a poll each share is entitled to one vote.
11a.1 Aggregate number and class of shares allotted as fully paid up by way of bonus shares during the current year and for the period of five years immediately preceding the date at which the Balance sheet is prepared.
Pursuant to approval by the shareholders of the Company, the Board of Directors in their meeting dated November 04, 2024 has allotted 198 crore number of equity shares of H 1/- each as fully paid up bonus shares in the ratio of 4 (four) bonus shares of H 1/- each for every existing 1 (one) fully paid-up equity share of H 1/- each (4:1) held by the equity shareholders of the Company as on the record date of November 02, 2024. Consequently, the paid-up equity share capital of the Company stands increased to H 247.50 crore.
Note 1: The Board of Directors, in their meeting held on May 6, 2025, proposed a dividend of H 35/- per equity share which has been approved by the shareholders at the Annual General Meeting held on August 25, 2025. The total dividend paid during the year ended March 31, 2026 amounted to H 8,662.50 crore.
Note 2: The Board of Directors, in their meeting held on May 3, 2024, proposed a dividend of H 90/- per equity share (Pre-Bonus issuance) which has been approved by the shareholders at the Annual General Meeting held on August 27, 2024. The total dividend paid during the year ended March 31, 2025 amounts to H 4,455 crore.
Note 3: The Board of Directors of the Company in their meeting held on May 5, 2026, have recommended a final dividend of H 35/- per equity share of H 1/- each (3500%) for the year ended March 31, 2026, subject to approval of the shareholders at the ensuing Annual General Meeting. This includes a special one-time dividend of H 10/- per equity share.
b) In respect of Trading Access Point (TAP) matter, the Company after getting its Board approval filed Revised Settlement Terms (RST) with SEBI for a settlement on June 14, 2024. SEBI vide its email dated September 20, 2024, issued a Notice of Demand for H 643.05 crore in response to the RST as consolidated settlement amount. The Company has paid the said amount of H 643.05 crore on September 25, 2024 and the same is included in other expenses for year ended March 31, 2025. The Settlement Order in this regard was passed by SEBI on October 4, 2024.
24.1 It includes contribution to National Stock Exchange Investor Protection fund trust formed as required under SEBI regulation, which amounts to 3% of Listing fees income.
24.2 a) The Company received a letter dated April 12, 2023 issued by SEBI in reference to the inspection of the Company for
the period from February 1, 2021 to March 2022 (“Letter”). The Company filed a consolidated settlement application before SEBI on August 10, 2023. SEBI vide email dated June 18, 2025 accepted the settlement application on composite payment by the Company for an amount of H 40.35 crore. The Company made the payment of H 40.35 crore to SEBI on June 25, 2025 and the same is included in other expenses for the year ended March 31, 2026. The Settlement Order in this regard was passed by SEBI on July 31, 2025.
25.1 The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and diluted earning per share of the Company remain the same.
26 Disclosure under Indian Accounting Standard 19 (Ind AS 19) on Employee Benefit as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
i) Defined contribution plan
a) Superannuation Fund: The Company's contribution towards superannuation fund during the year ended March 31, 2026 amounting to H 0.52 crore (March 31, 2025: H 0.59 crore) has been charged to the standalone statement of Profit & Loss.
b) Provident Fund: The Company is registered with Regional Provident Fund Office, Bandra, Mumbai, and both the employee and the employer make monthly contribution equal to 12% of the employee's basic salary respectively. The Company has contributed H 13.46 crore and H 10.85 crore towards Provident Fund to Employee Provident Fund Organisation during the year ended March 31, 2026, and March 31, 2025, respectively.
ii) Defined benefit plan
a) Gratuity: The Company was providing for gratuity for employees as per Payment of Gratuity Act, 1972. With effect from November 21,2025, Gratuity is being provided for employees as per Code on Social Security, 2020. Employees who are in continuous service for a period of 5 years are eligible for gratuity, The amount of gratuity is payable on retirement/ termination of the employee's last drawn monthly wages as per new labour code multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contribution to recognised funds with Life Insurance Corporation of India (LIC).
On November 21, 2025, the Government of India notified the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020, collectively referred to as the 'New Labour Codes', consolidating 29 existing labour laws. The Company has reassessed the existing employee benefit obligations. Considering the impact arising out of an enactment of the new legislation is an event of non¬ recurring nature, The Company has presented incremental provision of H 90.07 crore as “Impact of New Labour Codes” under “Exceptional Items” in the standalone financial statements. The Company continues to monitor the finalisation of Central and State Rules in relation to the New Labour Codes and would provide consequential accounting effect on the basis of such developments and any revisions to the Company's staff emoluments from time to time, as needed.
(vi) Expected contribution to gratuity plan for the year ending March 31, 2027 are K 24.44 crore.
(b) Leave:
(i) The leave obligations cover the Company's Liability for earned Leave which are classified as other Long-term benefits.
The entire amount of the provision of H 55 crore (March 31, 2025: H 45.12 crore) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to avail the full amount of accrued leave or require payment for such leave within the next 12 months.
27 Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director and CEO of the Company. The Company operates only in one Business Segment i.e. facilitating trading in securities and the activities incidental thereto within India, hence does not have any reportable Segments as per Indian Accounting Standard 108 "Operating Segments". The Company while presenting the consolidated financial statements has disclosed the segment information as to the extent applicable as required under Indian Accounting Standard 108 "Operating Segments".
28
(i) Fair value hierarchy:
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements). The categories used are as follows:
- Level 1:
Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds. The fair value of all equity instruments which are traded on the stock exchanges are valued using the closing price as at the end of the reporting period. Listed Mutual Funds are valued using the closing quoted NAV.
- Level 2:
The fair value of financial instruments that are not traded in an active market (for example, government securities is determined using Financial Benchmarks India Private Limited valuation techniques which maximise the use of observable market data, fixed maturity plan based on NAV declared by the fund) and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
- Level 3:
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities included in level 3.
- The Company's policy is to recognise transfers into and transfers out of fair value hierarchy level as at the end of reporting period.
- There were no transfers between levels during the year ended March 31, 2026 and year ended March 31, 2025.
ii) Valuation technique used to determine fair value:
Specific valuation techniques used to value financial instruments include:
- The use of quoted market prices or dealer quotes for similar instruments.
- The fair value of the remaining financial instruments is determined using discounted cash flow analysis and price to book value multiple, as applicable.
(v) Valuation processes:
Treasury team of Finance department performs the valuations of financial assets for financial reporting purposes. This team reports to the Chief Financial Officer (CFO). Valuation for various level of financial instruments are derived as per the below process.
Level 1: The Valuation is based on quoted prices in active markets, for the financial assets. This is the most reliable input and is given the highest priority. This Includes debt mutual funds, whose NAV are derived from the authentic sources and quoted equity instruments listed on Stock exchange.
Level 2: Inputs other than quoted prices in active markets that are observable, either directly or indirectly. This includes Government securities whose valuation are conducted based on observable data like interest rates or yield curves.
Level 3: This Valuation in based on inputs that are not based on observable market data and may require an entity to make assumptions or judgements about future cash flows or other factors. This includes Unquoted Equity Instrument.
At the year-end external valuers are engaged to provide independent valuation of level 3 instruments.
The valuation of financial assets as per the above process is conducted at every reporting period, by the Treasury team and discussed with CFO.
The carrying amounts of trade receivables, trade payables, other receivables, cash and cash equivalent including other current bank balances and other liabilities are considered to be approximate their fair values, due to current and short-term nature of such balances.
The fair value of taxable bonds, tax free bonds, certificate of deposits with banks, fixed deposits, commercial papers, and security deposit are based on discounted cash flow.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
Significant estimates
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.
29 In compliance with Ind AS 24 - "Related Party Disclosures”, as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, the required disclosures are given in the table below:
29.1 As the liabilities for defined benefit plan are provided on actuarial basis for the Company as a whole, the amount pertaining to key managerial persons are not included.
29.2 Includes 50% of the variable pay payable after 3 years subject to certain conditions.
29.3 Outstanding balances as at the year end are unsecured and settlement occurs in cash. The Company has not recorded any impairment of receivables relating to amount owed by related parties.
29.4 Other than as disclosed in note 31(I)(g) there have been no guarantee provided or received for any related parties receivable or payables as of and for the year ended March 31, 2026 and March 31, 2025.
31 Contingent liabilities, litigations and other regulatory matters
(I) (a) The Company had received three separate Show Cause Notices (SCN) from Securities and Exchange Board of India
(“SEBI”) on May 22, 2017, July 03, 2018, and July 31, 2018, against the Company and some of its former employees, in respect of Company's Colocation facility (“Colocation”), Dark Fibre (“Dark Fibre”) and Governance and conflict of interest related matters (“Governance and COI”). Subsequently, SEBI's Whole-Time Member (WTM) passed orders in respect of all the three SCNs vide its letter dated April 30, 2019.
SEBI WTM vide its order dated April 30, 2019, directed the Company inter-alia to disgorge an amount of H 624.89 crore along with interest at the rate of 12% per annum from April 01, 2014, till the actual date of payment and certain non¬ monetary and restrictive directions including prohibiting the Company from accessing securities market, for a period of six months from the date of the order (“Colocation WTM Order”). SEBI Adjudicating Officer ("AO") had also passed an order dated February 10, 2021 (“Colocation AO Order”) covering the above issues pertaining to Colocation and levied a monetary penalty of H 1 crore on the Company. The Company preferred appeals before the Hon'ble Securities Appellate Tribunal (SAT) against the Colocation WTM Order and the Colocation AO Order. SAT vide its order dated January 23, 2023, upheld the non-monetary directives under the Colocation WTM Order but set aside SEBI's direction for disgorgement and directed to pay a sum of H 100 crore to be deposited in Investor Education & Protection Fund for lack of due diligence by NSE. Further, SAT vide its order dated July 12, 2023 set aside the Colocation AO Order.
SEBI appealed against both the SAT Orders related to Colocation matter before the Supreme Court. Both the appeals are pending for final hearing and disposal. The Supreme Court vide an interim order dated March 20, 2023, directed SEBI to refund H 300 crore to the Company in the Colocation WTM appeal.
SEBI WTM vide its order dated April 30, 2019 directed the Company to deposit a sum of H 62.58 crore along with interest at the rate of 12% p.a. from September 11, 2015, till the actual date of payment along with certain non¬ monetary and restrictive directions (“Dark Fibre WTM Order”). SEBI Adjudicating Officer ("AO") had also passed an order dated June 28, 2022 (“Dark Fibre AO Order”) covering the above issues pertaining to Dark Fibre and levied a monetary penalty of H 7 crore on the Company. The Company preferred appeals before SAT against the Dark Fibre WTM Order and the Dark Fibre AO Order.
SAT vide its order dated August 9, 2023, allowed the appeal to the extent that the Dark Fibre WTM order for disgorgement was reversed. Further, SAT vide its order dated December 14, 2023 set aside the Dark Fibre AO Order.
SEBI appealed against both the SAT Orders related to Dark Fibre matter before the Supreme Court. Both the Appeals are pending for final hearing and disposal. Supreme Court vide an interim order dated October 17, 2023, directed SEBI to refund H 31 crore to the Company in the Dark Fibre WTM Appeal.
SEBI WTM vide its order dated April 30, 2019, passed certain non-monetary and remedial directions against the Company (“Governance WTM Order”). SEBI Adjudicating Officer ("AO") had also passed an order dated June 30, 2022 (“Governance AO Order”) covering the above issues pertaining to Governance and conflict of interest and levied a monetary penalty of H 1 crore on the Company. The Company filed separate appeals before the SAT against
the Governance WTM and Governance AO orders. The Company withdrew the said appeals on July 24, 2024. On July 29, 2024, the Company has paid the monetary penalty of H 1 crore along with interest under the Governance AO Order and has updated SEBI about the status of the compliances of the non-monetary directions of the Governance WTM Order.
On June 20, 2025, the Company filed two separate settlement applications for a cumulative amount of H 1,387.39 crore with SEBI under SEBI (Settlement Regulations) 2018 for settlement of:
i) Colocation WTM Order and Colocation AO Order; and
ii) Dark Fibre WTM Order and Dark Fibre AO Order.
Subsequently, on March 13, 2026, the company filed revised settlement terms for a cumulative amount of H 1,491.21 crore with SEBI in respect of the above matters.
The Settlement applications are pending for final disposal with SEBI, the future outcome of which is uncertain at this stage.
In the light of pending outcomes of the above settlement applications, the Board of Directors of the Company have considered deferment of other legal proceedings in this regard. Consequently, the Company has recognised a provision of H 1,391.21 crore for the year ended March 31, 2026. This is in addition to H 100 crore imposed by the Hon'ble SAT in the Colocation WTM Appeal which had been duly adjusted against the amount deposited by the Company with SEBI during the year ended March 31, 2023.
The said provision, after netting off the deposit lying with SEBI, is included under current provision.
(b) The Company received Show Cause Notice on July 31, 2020 (“SCN”) alleging that investments made by NSE and its subsidiary in certain entities that are engaged in activities that were unrelated and non-incidental to its activities as a stock exchange. SEBI AO vide order dated October 01, 2020, had levied a penalty of H 6 crore (“AO Order”).
The Company preferred an Appeal before the Hon'ble SAT against the AO order. SAT vide its order dated January 04, 2022, set aside the AO Order (“SAT Order”). SEBI preferred an appeal before the Hon'ble Supreme Court. No stay has been granted in favour of SEBI. Pleadings are complete and the matter is due for final hearing. Based on the opinion of the external legal counsel, the management believes that it has strong grounds to contest this order and has concluded that no provision for any liability in this regard is required to be made.
(c) SEBI AO vide order dated April 12, 2022, levied penalty of H 2 crore on the Company with respect to the default of Karvy Stock Broking Limited, erstwhile trading member registered with the Company. The Company has preferred an appeal against the said SEBI order before the Hon'ble SAT. The Hon'ble SAT vide its interim order dated June 24, 2022, has stayed the effect and operation of the said SEBI AO order. The Appeal before SAT is pending for final hearing and disposal. Based on the opinion of the external legal counsel, the management believes that it has strong grounds to contest the above appeal filed against the Company. In view of the same, no provision for any liability in this regard is considered necessary, as an adverse outcome is not considered probable.
(d) The Company has received various correspondences on matters relating to operations of the Company, including inspections from SEBI which have been replied to by the Company. Basis the replies filed, the Company's management do not expect any material impact on the financial statements of the Company.
(e) A complaint was filed by Metropolitan Stock Exchange of India Ltd (MSEI) before the Competition Commission of India (CCI) alleging that the Company is in a dominant position in the stock exchange services market, and it has abused its dominance by engaging in predatory pricing in the newly established in the Currency Derivatives (CD Segment). CCI vide its order dated June 23, 2011 (“CCI Order”) held that the Company is a dominant undertaking in CD Segment and imposed a penalty of H 55.50 crore on NSE. The Company preferred an appeal before the Competition Appellate Tribunal (COMPAT) against the CCI Order. While upholding the penalty, the COMPAT vide its order dated August 05, 2014 (“COMPAT Order”), also expanded the scope and held that the relevant market comprises of all the segments of NSE and not just CD Segment.
The Company preferred an appeal before the Supreme Court against the COMPAT Order. Vide an interim order dated September 23, 2014, the Supreme Court stayed the COMPAT Order.
Further, basis the COMPAT Order, MSEI has filed a compensation claim of H 856.99 crore before the National Company Law Appeiiate Tribunal (NCLAT). The said compensation claim has also been stayed by the Supreme Court vide its order dated February 12, 2018.
Pleadings are complete and the matter is due for final hearing. Based on the opinion of the external iegai counsel, the management believes that it has strong grounds to contest this order and has concluded that no provision for any liability in this regard is required.
(f) SEBI vide an ex-parte ad-interim order dated November 22, 2019 (“Karvy Order”) against Karvy Stock Broking Limited (“Karvy”) held that Karvy has incorrectly pledged clients' securities from Karvy's demat account named KARVY STOCK BROKING LTD (BSE) (said DP Account) with Banks as security for loans and has used the funds received against this for its own purposes (rather than using it for the client's margin/coiiaterai obligations). Banks viz. Axis Bank, ICICI Bank, HDFC Bank, Bajaj Finance Ltd & IndusInd Bank fiied their respective Appeais before the SAT against the Karvy Order. SAT vide its order dated December 20, 2023 (“SAT Order”) aiiowed the Appeais in favour of Banks and inter aiia directed SEBI, NSE and NSDL to restore the piedge made in favour of the Banks within 4 weeks from the date thereof, or aiternativeiy compensate the Banks with the vaiue of the underiying securities piedged in their favour aiong with 10% interest p.a. within a period of 4 weeks. Aggrieved by the SAT Order, NSE, SEBI, NSDL have fiied their respective Appeais before the Supreme Court. Vide order dated January 25, 2024, the Supreme Court has stayed the effect and operation of the SAT Order against SEBI. Based on the opinion of the externai iegai counsei, the management beiieves that it has strong grounds to contest this order and has conciuded that no provision for any iiabiiity in this regard is required to be made.
(g) NSE IFSC CC Limited has avaiied Bank Guarantee faciiity from Standard Chartered Bank to the tune of USD 50 miiiion (H 473.27 crore) as at March 31, 2026 (March 31, 2025: USD 50 miiiion (H 425.50 crore). In respect of this, the Company has provided corporate guarantee to the bank and is outstanding as at the period end.
(II) Other contingent iiabiiities inciude disputed demand on account of the foiiowing:
(a) Income Tax: H 104.62 crore (March 31, 2025: H 121.35 crore) aiong with interest thereon.
(b) Service Tax, GST & MVAT: H 82.14 crore (March 31, 2025: H 99.30 crore) aiong with penaity thereon.
The Company's pending iitigations comprise of ciaims against the Company and proceedings pending with Statutory and Tax Authorities. The Company has reviewed aii its pending iitigations and proceedings and has made adequate provisions, wherever required and disciosed the contingent iiabiiities, as appiicabie, in its financiai statements as described above. The Company does not expect the outcome of these proceedings to have a materiai impact on its financiai statements as at March 31, 2026.
(III) Other ciaims against the company not acknowiedged as debts amounts to: H 26.15 crore (March 31, 2025: H 26.15 crore).
32 Details of dues to Micro, Small and Medium Enterprises as defined under the MSMED Act, 2006
Trade Payabies inciudes H 34.35 crore (March 31, 2025: H 15.47 crore) due to Micro & Smaii Enterprises. Totai outstanding dues to Micro & Smaii Enterprises have been determined to the extent such parties have been identified on the basis of information avaiiabie with the Company. The Company has certain dues to suppiiers registered under Micro, Smaii and Medium Enterprises Deveiopment Act, 2006 ("MSMED Act"). The disciosure pursuant to the said MSMED Act are as foiiows.
Nature of CSR Activities: NSE Foundation, a group company undertakes the following CSR activities which includes
Primary Education, Sanitation and Safe Drinking Water, Eider Care, Skiii Development And Entrepreneurship, Environment Sustainability, Health and Nutrition, Disaster Relief and Rehabilitation, Incubation, Sports, Research and Studies in areas specified in Schedule VII including promoting education.
33.1 The Company has transferred the unspent CSR amount to a separate bank account for its ongoing projects: (Refer note 5.3 & 10.3)
1. Construction of NSE Muitispeciaiity Block and Bone Marrow Transplant Centre.
2. Construction of OT fioor for Pune Vaidyakiya Seva Sanshodhan Pratisthan with medicai equipment.
3. Creation of a Generai Ward with equipment at Dr. Babasaheb Ambedkar Vaidyakiya Pratisthan.
4. Construction of OPDs in Madhav Netraiaya Premium Centre Eye Hospitai.
(iii) Extension and termination options
Extension and termination options are inciuded in many of the ieases. In determining the iease term, the Management considers aii facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. This assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the controi of the Company. Extension option are inciuded in the iease term in case it is reasonabie certain to be extended.
(v) Critical judgements in determining incremental borrowing rate.
The lease payments for the Company's tease agreement are discounted using the interest rate implicit in the tease, of if not available, the Company's incremental borrowing rates, being rate that the Company would have to pay to borrow the funds necessary to obtain an asset similar value to Right-of-use asset in a similar economic environment with similar terms, security and conditions.
35 On February 28, 2019, the Honourable Supreme Court of India delivered a judgement in the case of "Vivekananda Vidyamandir and Others Vs The Regional Provident Fund Commissioner (II) West Bengal' in relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees' Provident Funds & Miscellaneous Provisions Act, 1952. The Employees' Provident Fund Organisation also issued a circular (Circular No. C-I/1(33)2019/Vivekananda Vidyamandir/284) dated March 20, 2019 in relation to aforesaid matter. In Company's assessment, this did not have a significant impact on its financial statements.
38 Financial Risk Management
The Company's business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the company's activities. The Company's senior management has the overall responsibility for developing and implementing the Company's risk management policies. The Company has constituted a Risk Management Committee to oversee the implementation of the Company's risk management policies.
The Risk Management Committee of the Company is supported by the Treasury Committee that provides assurance that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.
There is a dedicated Treasury department to ensure Treasury investments are made as per the approved Prudential norms of Investment.
A Management of Liquidity Risk
Liquidity risk is the risk that the Company will face difficulties in meeting its obligations associated with its financial liabilities. The Company's approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring avoidable costs. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in the Company's cash flow could impair investor confidence.
The Company maintained a cautious funding strategy, with a positive cash balance throughout the year ended March 31, 2026 and year ended March 31, 2025. Cash flows from operating and investing activities provides the funds to service the financing of liabilities on a day-to-day basis.
The Company's treasury department regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs. Any short-term surplus cash generated by the operations, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in interest bearing deposits, other marketable debt investments not invested in equity linked funds including government securities, mutual funds and exchange traded funds with appropriate maturities to optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities.
B Management of Market Risk
The Company's size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
• price risk; and
• interest rate risk
The above 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.
C Management of Foreign Exchange Risk
The Company enters transactions requiring remittance in foreign currency at a future date. The Company uses forward contracts to manage its exposure to currency fluctuations on foreign exchange settlements arising from anticipated payment remittance transactions. Forward contracts are governed by the forex risk management policy as approved by the Board of the Company and are used as part of the Company's risk management strategy to mitigate the impact of exchange rate volatility. The Company follows the Mark-to-Market (MTM) method for accounting of these foreign exchange forward contracts and measure the open contracts at each reporting date at fair value. Any gains or losses arising from changes in fair value and cancellation/rollover of the forward contracts are recognised in the Statement of Profit and Loss.
D Management of Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. Trade receivables
Concentrations of credit risk with respect to trade receivables are limited, due to the Company's customer base being large and diverse and also on account of member's deposits kept by the Company as collateral which can be utilised in case of member default. All trade receivables are reviewed and assessed for default on a quarterly basis. Based on historical experience of collecting receivables, supported by the level of default, the Company's assessment of credit risk is low. Accordingly, the provision for expected credit loss on trade receivable is not material as they are settled fairly quickly.
Other financial assets
The Company maintains exposure in cash and cash equivalents, term deposits with banks/financiai institutions and investments in marketable debt investments including the government securities and mutual funds. The Company has diversified portfolio of investment with various number of counter-parties which have secure credit ratings hence the risk is reduced. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Company's Treasury department. The Company's investments are primarily into AAA/AA high rating instruments and based on the historical experience of investee company, the Company's our assessment for credit risk is iow. Accordingly, the provision for expected credit loss on other financial assets is not material.
The Company's maximum exposure to credit risk as at March 31, 2026, and March 31, 2025, is the carrying value of each class of financial assets as disclosed in note 4, 5, 7, 8, 9 and 10.
E Concentration Risk
The Company does not have any single customer/suppiier which constitute more than 10% of the total trade receivables/ trade payabies balance as at March 31, 2026 and March 31, 2025.
38E
Concentration risk not shown separately for Clearing & Settlement charges paid/payabie to NSE Clearing Ltd as the disclosure is made in reiated party transactions. Refer note 29(b)
39 Capital Management
The Company considers the foiiowing components of its Baiance Sheet to be managed capitai:
Totai equity (as shown in the baiance sheet, inciuding share capitai, share premium, retained profits, other reserves).
The Company manages its capitai so as to safeguard its abiiity to continue as a going concern and to optimise returns to its sharehoiders. The capitai structure of the Company is based on management's judgement of the appropriate baiance of key eiements in order to meet its strategic and day-to-day needs. The Company considers the amount of capitai in proportion to risk and manage the capitai structure in iight of changes in economic conditions and the risk characteristics of the underiying assets. The Company has assessed reserve requirement towards adequate risk capitai management and transferred an excess amount of H 3,728.00 crore from risk reserves to retained earnings within equity during the year ended March 31, 2026 (March 31, 2025: H Nii). This has been determined taking into consideration various factors and risks inciuding market risk, credit risk, members defauit risk, operationai risk, etc. In order to maintain or adjust the capitai structure, the Company may adjust the amount of dividends paid to sharehoiders, return capitai to sharehoiders or issue new shares.
The Company's poiicy is to maintain a stabie and strong capitai structure with a focus on totai equity so as to maintain investors, creditors and market confidence and to sustain future deveiopment and growth of its business. The Company wiii take appropriate steps in order to maintain, or if necessary adjust, its capitai structure. The Company is not subject to financiai covenants in any of its significant financing agreements.
The Company's management monitors the return on capitai as weii as the ievei of dividends to sharehoiders. The Company's goai is to continue to be abie to return excess iiquidity to sharehoiders by continuing to distribute dividends in future periods. Refer note 11 (b) for the finai dividend deciared and paid.
Compliance with externally imposed capital requirements:
In accordance with reguiation 14 of Securities Contracts (Reguiation) (Stock Exchanges and Ciearing Corporations) Reguiations, 2018, as amended from time to time, the Company shaii have a minimum net worth of H 100 crore at aii times. The Company is in compiiance with this requirement.
40 Additional Regulatory Information required by Schedule III
(i) Details of Benami Property held
No proceedings have been initiated on or are pending against the Company for hoiding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Ruies made thereunder.
(ii) Borrowing secured against current assets
The Company doesn't have any borrowings from banks and/or financiai institutions.
(iii) Wilful Defaulter
The Company has not been deciared wiiifui defauiter by any bank or financiai institutions or government or any government authority.
(iv) Relationship with struck off Companies
The Company has no transactions with the companies struck off under the Companies Act, 2013.
(v) Compliance with number of layer of Companies
The Company has compiied with the number of iayers prescribed under the Companies Act, 2013.
(vi) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financiai year.
(vii) Utilisation of Borrowed funds and Share premium
No funds have been advanced or ioaned or invested (either from borrowed funds or share premium or any other sources or kind of funds by the Company to or in any other person or entity, inciuding foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shaii iend or invest in party identified by or on behaif of the Company (Uitimate Beneficiaries). The Company has not received any fund from any party (Funding Party) with the understanding that the Company shaii whether, directiy or indirectiy iend or invest in other persons or entities identified by or on behaif of the Company (“Uitimate Beneficiaries”) or provide any guarantee, security or the iike on behaif of the Uitimate Beneficiaries.
(viii) Undisclosed Income
There is no income surrendered or disciosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(ix) Details of crypto currency of virtual currency
The Company has not traded or invested in crypto currency or virtuai currency during the current or previous year.
(x) Valuation of PP&E, intangible asset and investment property
The Company has not revaiued its property, piant and equipment (inciuding right-of-use assets) or intangibie assets during the current or previous year. The fair vaiue of investment property (as measured for disciosure purposes in the financiai statements) is based on the vaiuation by a registered vaiuer as defined under ruie 2 of Companies (Registered Vaiuers and Vaiuation) Ruies, 2017.
(xi) Title deeds of immovable properties not held in name of the company
The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee), as disclosed in note no. 2 to the financial statements, are held in the name of the Company.
(xii) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
(xiii) Core Investment Company (CIC)
The Company has one subsidiary company namely NSE Investments Ltd which is a deemed CIC and is not required to be registered with RBI as per the directions laid down in Core Investment Companies (Reserve Bank) Directions, 2016. There are no other CIC in the group.
(xiv) Loans or advances to specified persons
The Company has not granted any loans or advances to promoters, directors, KMPs and related parties either severally or jointly with any other person, that are:
(a) repayable on demand or
(b) without specifying any terms or period for repayment
41 The Board of Directors of the Company in their meeting held on March 23, 2023, approved the voluntary contribution at 2% of the transaction charges earned to the Core Settlement Guarantee Fund (Core SGF) to maintain the corpus of the said Fund based on the assessment of the current trends in volumes and overall increase in market activities. Further, SEBI vide its letter no. SEBI/HO/MRD-PoD-2/P/OW/2024/15969/1 N/2024/15969/1 dated May 3, 2024, advised NSE to augment Core SGF of F&O segment of NSE Clearing Ltd (NCL) to H 10,500 crore.
Accordingly, the Company continued voluntary contribution at 2% of the transaction charges earned to the Core SGF till December 31, 2024. Further as, the desired corpus of Core SGF to be maintained by NCL had reached the stipulated level, the Board of Directors of NSE in their meeting held on February 4, 2025, approved discontinuation of voluntary contribution at 2% of the transaction charges to the Core SGF effective January 1, 2025.
42 The Company holds 24% shares in National Securities Depository Limited (NSDL). As per Regulation 22 of the SEBI (Depositories and Participants) Regulations, 2018 (DP Regulations), the Company was required to bring down its shareholding from 24% to 15% within five years from the date of commencement of the DP Regulations i.e by October 03, 2023 against which extension was taken by the NSE. During the year ended March 31, 2026, the Company has sold 9% shares of NSDL through offer for sale which resulted in a pre-tax gain of H 1,362.57 crore which is shown as an "Exceptional Items" in the financial statement.
The Management of the Company has assessed the above direction of SEBI and concluded that the Company continues to exercise significant influence in accordance with Ind AS 28 - Investments in Associates and Joint Ventures.
43 There are no events subsequent to the reporting date which would have an impact on the financial statements.
44 In accordance with the relevant provisions of the Companies Act, 2013, the Company has long-term contracts as of March 31, 2026, and March 31, 2025, for which there were no material foreseeable losses. The Company did not have any material derivative contracts as at March 31, 2026 and March 31, 2025.
45 For the year ended March 31, 2026, and March 31, 2025, the Company is not required to transfer any amount to the Investor Education & Protection Fund as required under section 125 of the Companies Act, 2013.
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