We have audited the standalone financial statements of BSE Limited("the Company”), which comprise the Balance sheet as at March 31,2026, the Statement of Profit and Loss, including the statement of OtherComprehensive Income, the Cash Flow Statement and the Statement ofChanges in Equity for the year then ended, and notes to the standalonefinancial statements, including a summary of material accounting policiesand other explanatory information.
In our opinion and to the best of our information and according to theexplanations given to us, the aforesaid standalone financial statements givethe information required by the Companies Act, 2013, as amended ("theAct”) in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India, of the state ofaffairs of the Company as at March 31, 2026, its profit including othercomprehensive income, its cash flows and the changes in equity for theyear ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing (SAs), as specified under section143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the ‘Auditor’s Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of theCompany in accordance with the ‘Code of Ethics’ issued by the Institute of
Chartered Accountants of India together with the ethical requirements thatare relevant to our audit of the financial statements under the provisionsof the Act and the Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the standalonefinancial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, wereof most significance in our audit of the standalone financial statements forthe financial year ended March 31,2026. These matters were addressedin the context of our audit of the standalone financial statements as awhole, and in forming our opinion thereon and we do not provide a separateopinion on these matters. For each matter below, our description of howour audit addressed the matter is provided in that context.
We have determined the matters described below to be the keyaudit matters to be communicated in our report. We have fulfilled theresponsibilities described in the Auditor’s responsibilities for the auditof the standalone financial statements section of our report, including inrelation to these matters. Accordingly, our audit included the performanceof procedures designed to respond to our assessment of the risks ofmaterial misstatement of the standalone financial statements. The resultsof our audit procedures, including the procedures performed to address thematters below, provide the basis for our audit opinion on the accompanyingstandalone financial statements.
Key audit matters
How our audit addressed the key audit matter
Valuation of investments in subsidiary and associate and its impairment (as described in Note 32 of the standalone financial statements)
As at March 31, 2026, the Company has investments in subsidiaries andassociates carried at cost amounting to INR 85,469 lacs. In accordancewith Indian Accounting Standard (Ind AS) 36, Impairment of Assets,investments carried at cost are required to be assessed for impairmentwhenever there is an indication that the carrying amount may not berecoverable. The recoverable amount is determined as the higher of valuein use and fair value less costs of disposal.
The impairment assessment involves significant management judgement,particularly identifying indicators of impairment and, where such indicatorsexist, in determining the recoverable amount of the investment. Changesin these judgements could have a material impact on the outcome of theimpairment assessment.
Given the materiality of the investments, the judgement involved inassessing impairment indicators, and the sensitivity of the recoverableamount to key assumptions, the impairment assessment of investmentsin subsidiaries and associates was considered to be a key audit matter.
Our audit procedures included the following:
• Assessed the design and implementation of controls over valuationand impairment of investments.
• Traced the quantity held from the confirmation obtained independentlyfrom third party
• Tested the valuation of the investments to independent price sources,where applicable
• Assessed management’s evaluation of impairment indicators byconsidering the financial performance and net worth position of thesubsidiaries and associate, as well as other relevant internal andexternal factors
• We assessed the adequacy of the related disclosures included in thefinancial statements.
Information Technology (IT) systems and controls
As a Stock Exchange, the reliability of IT systems play a key role in thebusiness operations. Since large volume of transactions are processed, theIT controls are required to ensure the systems process data as expectedand that changes are made in an appropriate manner.
The IT infrastructure in critical for smooth functioning of the Company’sbusiness operations as well as for timely and accurate financial accountingand reporting.
Due to the pervasive nature and complexity of the IT environment andlarge volume of transactions we have considered IT systems and controlsas a key audit matter.
• Assessed the information systems used by the Company for ITGeneral Controls (ITGC) and Application controls;
• The aspects covered in the IT systems General Control audit were(i) User Access Management (ii) Program Change Management(iii) Other related ITGCs; - to understand the design and test theoperating effectiveness of such controls in the system;
• Tested the configuration of the audit trail feature in the accountingsoftware and maintenance of back-up as per extant regulatoryrequirements;
• Performed test of controls (including other compensatory controlswherever applicable) on the IT application controls and IT dependentmanual controls in the system;
• Tested the design and operating effectiveness of compensatingcontrols, where deficiencies were identified and, where necessary,extended the scope of our substantive audit procedures.
Information Other than the Financial Statements and Auditor’sReport Thereon
The Company’s Board of Directors is responsible for the other information.The other information comprises the information included in the Annualreport but does not include the standalone financial statements andour auditor’s report thereon. The Annual report is expected to be madeavailable to us after the date of this auditor’s report.
Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusionthereon.
In connection with our audit of the standalone financial statements, ourresponsibility is to read the other information and, in doing so, considerwhether such other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit or otherwise appears tobe materially misstated.
When we read the Annual report, if we conclude that there is a materialmisstatement therein, we are required to communicate the matter to thosecharged with governance.
Responsibilities of Management and Those charge with governancefor the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the
financial position, financial performance including other comprehensiveincome, cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India,including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act read with the Companies (Indian AccountingStandards) Rules, 2015, as amended. This responsibility also includesmaintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; andthe design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to thepreparation and presentation of the standalone financial statementsthat give a true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the standalone financial statements, management isresponsible for assessing the Company’s ability to continue as a goingconcern, disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless management eitherintends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.
Those charged with governance are also responsible for overseeing theCompany’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone FinancialStatements
Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from materialmisstatement, whether due to fraud or error, and to issue an auditor’sreport that includes our opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered materialif, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of thesestandalone financial statements.
As part of an audit in accordance with SAs, we exercise professionaljudgment and maintain professional skepticism throughout the audit. Wealso:
• Identify and assess the risks of material misstatement of thestandalone financial statements, whether due to fraud or error, designand perform audit procedures responsive to those risks, and obtainaudit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error, as fraud mayinvolve collusion, forgery, intentional omissions, misrepresentations,or the override of internal control.
• Obtain an understanding of internal control relevant to the auditin order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)0 of the Act, we are alsoresponsible for expressing our opinion on whether the Companyhas adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosuresmade by management.
• Conclude on the appropriateness of management’s use of the goingconcern basis of accounting and, based on the audit evidenceobtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company’s ability tocontinue as a going concern. If we conclude that a material uncertaintyexists, we are required to draw attention in our auditor’s report to therelated disclosures in the financial statements or, if such disclosuresare inadequate, to modify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of our auditor’s report.However, future events or conditions may cause the Company tocease to continue as a going concern.
• Evaluate the overall presentation, structure and content of thestandalone financial statements, including the disclosures, and
whether the standalone financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, amongother matters, the planned scope and timing of the audit and significantaudit findings, including any significant deficiencies in internal control thatwe identify during our audit.
We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence,and to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence, and where applicable,related safeguards.
From the matters communicated with those charged with governance,we determine those matters that were of most significance in theaudit of the standalone financial statements for the financial yearended March 31, 2026 and are therefore the key audit matters. Wedescribe these matters in our auditor’s report unless law or regulationprecludes public disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter should not becommunicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interestbenefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 ("theOrder”), issued by the Central Government of India in terms of sub¬section (11) of section 143 of the Act, we give in the "Annexure 1”a statement on the matters specified in paragraphs 3 and 4 of theOrder.
2. As required by Section 143(3) of the Act, we report, to the extentapplicable, that:
(a) We have sought and obtained all the information andexplanations which to the best of our knowledge and belief werenecessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by lawhave been kept by the Company so far as it appears from ourexamination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss includingthe Statement of Other Comprehensive Income, the Cash FlowStatement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section133 of the Act, read with Companies (Indian AccountingStandards) Rules, 2015, as amended;
(e) On the basis of the written representations received fromthe directors as on March 31, 2026 taken on record by theBoard of Directors, none of the directors is disqualified as onMarch 31, 2026 from being appointed as a director in terms ofSection 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controlswith reference to these standalone financial statements and theoperating effectiveness of such controls, refer to our separateReport in "Annexure 2” to this report;
(g) In our opinion, the managerial remuneration for the year endedMarch 31,2026 has been paid/provided by the Company to itsdirectors in accordance with the provisions of section 197 readwith Schedule V to the Act;
(h) With respect to the other matters to be included in the Auditor’sReport in accordance with Rule 11 of the Companies (Audit andAuditors) Rules, 2014, as amended in our opinion and to the bestof our information and according to the explanations given to us:
i. The Company has disclosed the impact of pendinglitigations on its financial position in its standalone financialstatements - Refer Note 36 to the standalone financialstatements;
ii. The Company did not have any long-term contractsincluding derivative contracts for which there were anymaterial foreseeable losses;
iii. There has been no delay in transferring amounts, requiredto be transferred to the Investor Education and ProtectionFund by the Company.
iv. a. The management has represented that, to the best
of its knowledge and belief, no funds have beenadvanced or loaned or invested (either from borrowedfunds or share premium or any other sources or kind offunds) by the Company to or in any other person(s) orentity(ies), including foreign entities ("Intermediaries”),with the understanding, whether recorded in writingor otherwise, that the Intermediary shall, whether,directly or indirectly lend or invest in other personsor entities identified in any manner whatsoever by oron behalf of the Company ("Ultimate Beneficiaries”) orprovide any guarantee, security or the like on behalf ofthe Ultimate Beneficiaries;
b. The management has represented that, to the best ofits knowledge and belief, no funds have been receivedby the Company from any person(s) or entity(ies),including foreign entities ("Funding Parties”), with
the understanding, whether recorded in writing orotherwise, that the Company shall, whether, directlyor indirectly, lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalfof the Funding Party ("Ultimate Beneficiaries”) orprovide any guarantee, security or the like on behalfof the Ultimate Beneficiaries; and
c. Based on such audit procedures performed that havebeen considered reasonable and appropriate in thecircumstances, nothing has come to our notice thathas caused us to believe that the representationsunder sub-clause (a) and (b) contain any materialmisstatement.
v. The final dividend paid by the Company during the yearin respect of the same declared for the previous year isin accordance with section 123 of the Act to the extent itapplies to payment of dividend.
As stated in note 15 to the standalone financial statements,the Board of Directors of the Company have proposed finaldividend for the year which is subject to the approval ofthe members at the ensuing Annual General Meeting. Thedividend declared is in accordance with section 123 of theAct to the extent it applies to declaration of dividend.
vi. Based on our examination which included test checks, theCompany has used accounting software for maintainingits books of account which has a feature of recordingaudit trail (edit log) facility and the same has operatedthroughout the year for all relevant transactions recordedin the software (refer Note 48 to the financial statements).Further, during the course of our audit we did not comeacross any instance of audit trail feature being tamperedwith. Additionally, the audit trail has been preserved bythe Company as per the statutory requirements for recordretention.
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Pikashoo Mutha
Partner
Membership Number: 131658
UDIN: 26131658SEBMNX9620
Place of Signature: Mumbai
Date: May 7, 2026