The Board of Directors ("Board”) presents the 21st Annual Report of BSE Limited ("the Company” or "BSE” or "Exchange”) together with the auditedfinancial statements for the Financial Year ended March 31,2026.
1. STATE OF COMPANY’S AFFAIRSA. FINANCIAL SUMMARY AND HIGHLIGHTS
The financial performance for Financial Year ("FY”) 2025-26 is summarised in the following table:
Particulars
Standalone
Consolidated
2025-26 |
2024-25
Total revenue
4,83,634
2,91,275
5,14,810
3,23,631
Total expenses
1,68,807
1,34,759
1,83,742
1,48,063
Profit before contribution to core settlement guarantee fund
3,14,827
1,56,516
3,31,068
1,75,568
Contribution to core settlement guarantee fund
7,696
9,000
Profit before exceptional items & tax
3,07,131
1,47,516
3,23,372
1,66,568
Exceptional items (income)
1,590
-
Profit before tax and share of profits of associates
3,08,721
Share of profits of associates
6,542
8,259
Profit before tax
3,29,914
1,74,827
Tax expenses
75,305
36,271
82,384
43,121
Net profit for the year from continuing operation
2,33,416
1,11,245
2,47,530
1,31,706
Net profit for the year from discontinued operation
1,195
526
Net Profit for the year from total operation
2,48,725
1,32,232
Net profit attributable to the Shareholders of the Company
2,49,698
1,32,589
Net profit attributable to the non-controlling interest
(973)
(357)
Other comprehensive income
57
(278)
3,744
501
Total comprehensive income for the year
2,33,473
1,10,967
2,52,469
1,32,733
Total comprehensive income attributable to the Shareholders of the Company
2,52,061
1,32,773
Total comprehensive income attributable to the non-controlling interest
408
(40)
Basic and diluted EPS before exceptional items - Continuing operations '
56.27
27.00*
60.32
32.06*
Basic and diluted after exceptional items - Continuing operations '
56.66
Basic and diluted after exceptional items - Discontinued operations '
0.29
0.12*
Basic and diluted after exceptional items - Total operations '
60.61
32.18*
* Pursuant to the approval of the Shareholders through Postal ballot, the Company had issued27,46,52,718 bonus equity shares of face value ' 27- each, in the ratio of 2 (Two) equityshares for every 1 (one) equity share held by the equity shareholders whose names appeared in the Register of Members on May23,2025, being the “Record Date”.Accordingly, asper IND AS 33 - Earnings per share, the basic and diluted earnings per share for the previous year have been adjusted and restated.
I. Consolidated Results
The total income of the Company during FY 2025-26 was ' 5,14,810 Lakh,reflecting an increase of ' 1,91,179 Lakh (up by 59%) from ' 3,23,631Lakh over previous FY 2024-25. The net profit after tax was higher by' 1,16,493 Lakh (up by 88%) from ' 1,32,232 Lakh in previous FY 2024¬25 to ' 2,48,725 Lakh in the current FY 2025-26.
II. Standalone results
The total income of the Company during the FY 2025-26 was ' 4,83,634Lakh, reflecting an increase of ' 1,92,359 Lakh (up by 66%) from' 2,91,275 Lakh over previous FY 2024-25. The net profit after tax washigher by ' 1,22,171 Lakh (up by 110%) from ' 1,11,245 Lakh for theprevious FY 2024-25 to ' 2,33,416 Lakh for current FY 2025-26.
B. DIVIDEND
Pursuant to the Dividend Distribution Policy of the Company, the Boardof Directors at their Meeting held on May 7, 2026, has recommended afinal dividend of ' 10/- per equity share of face value of ' 2/- each fullypaid up for the FY ended March 31, 2026. This proposal is subject toapproval by the Shareholders at the Twenty-First Annual General Meeting("AGM”) scheduled on August 19, 2026, and will result in a total payoutof ' 41,198 Lakh. Shareholders holding shares as on Friday, July 10,2026, ("Record Date”), will receive the dividend, which will be paid withinstatutory timelines after tax deductions.
For more information on tax deductions, please see the section titled TaxDeducted at Source ("TDS”) on Dividend in the notes accompanying the AGMNotice. Further, for shares held in abeyance under Clause 5.3 of the BSE(Corporatisation and Demutualisation) Scheme, 2005 (hereinafter referred toas the "BSE Demutualisation Scheme”) dividend as may be declared by theCompany from time to time are being provided for and would be payable onthe allotment of these shares. Brief details about the shares being kept inabeyance by the Company are given in ‘Share Capital’ section.
C. TRANSFER TO RESERVES
The Company has not transferred any amount to the reserves during theyear under review.
D. INVESTOR RELATIONS
The Company is committed to setting a high standard in investor relationsby adopting best practices and fostering mutual understanding with bothDomestic and International investors.
To achieve this, the Company strives for excellence in its investorengagement efforts through various formats, including physical, video, andaudio meetings, structured conference calls, and regular interactions suchas one-on-one meetings, investor conferences, quarterly earnings calls,and analyst meetings.
The leadership team, including the MD & CEO, Chief Financial Officer, ChiefBusiness Officer, Chief - Product, Policy & Strategy, and Investor RelationsOfficer, invested significant time in investor engagement, conducting forty-six one-on-one meetings and participating in thirty investor conferences
organized by reputable broking houses. Throughout the year, the Companyheld four quarterly earnings calls that were well attended by both investorsand analysts. It is important to note that no unpublished price-sensitiveinformation (UPSI) was shared in any of the abovementioned meetings.The Company ensures access to important information for all investorsby publishing it on the National Stock Exchange of India Limited (NSE),where the Company’s securities are listed. In addition, such information issimultaneously made available on the Company’s website.
E. MATERIAL CHANGES AND COMMITMENTS AFFECTING THECOMPANY
There were no material changes and commitments affecting the financialposition of the Company between the end of the financial year and thedate of this report. Further, there has been no change in the nature of theCompany’s business during the year under review.
F. SIGNIFICANT AND MATERIAL ORDERS
There were no significant and material orders passed by the Regulators,Courts or Tribunals during the year impacting the going concern status andthe operations of the Company in future.
2. SHARE CAPITAL
As of March 31,2026, the total paid-up equity share capital of the Companystood at ' 81,57,68,154 comprising 40,78,84,077 equity shares of facevalue ' 2/- each.
The paid-up equity share capital increased from ' 27,07,52,718(13,53,76,359 equity shares) to ' 81,57,68,154 (40,78,84,077 equityshares) during the year pursuant to the issue of bonus shares and subsequentallotment of shares held in abeyance under the BSE Demutualisation Scheme,as detailed below:
CHANGE IN PAID-UP SHARE CAPITALBonus Issue:
The Board of Directors at their meeting held on March 30, 2025,recommended the issue of bonus equity shares, in the ratio of 2:1,i.e., 2 (Two) bonus equity Shares for every 1 (One) fully paid-up EquityShare of '2/- each. Accordingly, the Shareholders approved the issue of27,46,52,718 bonus equity shares through postal ballot on May 9, 2025.
Subsequently, the Company allotted 27,07,52,718 bonus equity shares onMay 26, 2025, to the eligible shareholders holding shares as on May 23,2025, being the record date fixed for this purpose.
Further, the allotment of bonus equity shares in respect of 39,00,000equity shares of '2/- each held by 10 trading members of erstwhile BSE,pursuant to BSE Demutualisation Scheme, was kept in abeyance, alongwith the accumulated corporate benefits thereon, and the same forms partof issued share capital of the Company.
Accordingly, the share allotments pursuant to the bonus issue resultedin an increase in paid-up equity share capital of the Company from13,53,76,359 equity shares of ' 2/- each to 40,61,29,077 equity sharesof '2/- each.
Allotment of shares held in Abeyance:
Pursuant to Clause 5 of the BSE Demutualisation Scheme, which wasapproved by SEBI vide its notification dated May 20, 2005, every TradingMember holding membership rights of the Exchange, or their nominee, asapplicable, as of the specified record date, was entitled to receive 10,000equity shares of face value ' 1/- each in exchange for their membershiprights of erstwhile BSE. Subsequently, upon consolidation of Company’sshare capital, such entitlement has been revised to 5,000 equity shareswith a face value of ' 2/- each. All corporate benefits, including dividendsand bonus shares, declared by the Company from time to time in respect ofthe shares kept in abeyance are being accounted for and shall be payableupon the allotment of such shares.
During FY 2025-26, the Company allotted a total of 17,55,000 equityshares of face value of ' 2/- each, along with the applicable corporatebenefits, in respect of three abeyance cases where the entitlement toshares had been kept in abeyance pursuant to the BSE DemutualisationScheme. Accordingly, the said allotment resulted in an increase in the paid-up equity share capital of the Company from 40,61,29,077 equity sharesof '2/- each to 40,78,84,077 equity shares of '2/- each.
As of March 31,2026, the entitlements of seven Trading Members continueto remain in abeyance due to various reasons. All corporate benefits, includingdividends, accruing on such shares are being appropriately accounted forand shall be disbursed upon the eventual allotment of these shares.
3. INVESTOR EDUCATION AND PROTECTION FUNDA. TRANSFER OF UNCLAIMED DIVIDEND
As per Section 124 of the Companies Act, 2013 ("the Act”) and the InvestorEducation and Protection Fund Authority ("IEPF”) Rules, any unpaid orunclaimed dividend for seven consecutive years must be transferred to theIEPF Authority set up by the Central Government. Consequently, the Companyhas transferred the following amounts to the IEPF Authority this financial year:
Sr.
No.
Type ofDividend
Financial
Year
Dividend
Per
Share
Date ofDeclaration
Date ofTransfer
Amount
Transferred
1.
Final
2017-2018
' 31/-
August 2,2018
October01,2025
' 22,73,137
2.
Interim
2018-2019
' 5/-
November30, 2018
January27, 2026
' 3,12,875
B. TRANSFER OF SHARES
As per IEPF Rules, 2016, equity shares with unclaimed dividends forseven consecutive years must be transferred to the IEPF Authority’sDemat Account within thirty days of becoming due. The Company hadsent periodical reminders /issued public notices to claim such unclaimeddividends in order to avoid transfer of corresponding shares to IEPFAuthority.
Accordingly, the Company has transferred the following shares to the IEPFAuthority this financial year:
Type of
Date of
No. of Shares
No. of
Transfer
shareholders
of Shares
to IEPF
whose shares
Authority
were transferred
Final Dividend
2017-2018 September 29,
1,762
12
2025
January 28,
3,102
21
2026
Shareholders can reclaim both unclaimed dividends and shares from theIEPF Authority by following the procedure as prescribed under IEPF Rules,2016, as amended from time to time.
The Shareholders whose unclaimed dividend(s) and/or share(s) havebeen transferred to IEPF, may contact the Company or Registrar &Transfer Agent (RTA) and submit the required documents for issuanceof Entitlement Letter. The Shareholders shall attach the EntitlementLetter and other required documents and file web Form IEPF-5available on www.mca.gov.in for claiming the dividend(s) and/orshare(s).
No claims shall lie against the Company in respect of the unclaimeddividends and shares transferred to the IEPF Authority and all benefitsaccruing on such shares, if any, shall also be transferred to the IEPFAuthority.
C. DETAILS OF NODAL OFFICER
Name : Shri Vishal Bhat, Company Secretary & Compliance OfficerE-mail : vishal.bhat@bseindia.com
D. YEARLY AMOUNT OF UNCLAIMED DIVIDENDS REMAINING IN THE UNPAID ACCOUNT AS OF MARCH 31, 2026, ALONG WITH THEASSOCIATED SHARES THAT ARE SUBJECT TO TRANSFER TO THE IEPF, INCLUDING THE DEADLINES FOR SUCH TRANSFER:
Sr. Date of declaration of DividendNo.
Number ofShareholdersagainst whomDividendamount isunclaimed
Numberof sharesagainst whomDividendamount isunclaimed
AmountUnclaimed ason March 31,2026
O
Due date oftransfer ofUnclaimedDividend to IEPF*
1 14th Final Dividend (FY 2018-19) AGM held on July 15, 2019
1,458
49,814
12,45,350
August 18, 2026
2 15th Final Dividend (FY 2019-20) AGM held on July 30, 2020
1,857
91,450
14,10,698
August 30, 2027
3 16th Final Dividend (FY 2020-21) AGM held on August 24, 2021
2,099
1,02,523
19,49,666 September 23, 2028
4 17th Final Dividend (FY 2021-22) AGM held on July 14, 2022
2,783
1,69,162
21,89,208
August 16, 2029
5 18th Final Dividend (FY 2022-23) AGM held on August 31,2023
2,574
1,62,881
18,76,242
October 2, 2030
6 19th Final Dividend (FY 2023-24) AGM held on July 15, 2024
3,421
1,74,482
24,63,496
August 15, 2031
7 20th Final Dividend (FY 2024-25) AGM held on August 20, 2025
3,190
1,22,667
26,71,610 September 19, 2032
Shareholders are encouraged to claim their outstanding or unclaimeddividends to prevent the transfer of such dividends and the relatedshares to the IEPF by contacting our RTA, KFin Technologies Limited ateinward.ris@kfintech.comor to the Company at bse.shareholders@bseindia.com.
4. MANAGEMENTA. DIRECTORS AND KEY MANAGEMENT PERSONNEL
As of March 31,2026, the Board consists of eight Directors, which includessix Public Interest Directors ("PIDs”) and two Non-Independent Directors("NIDs”), one of whom holds the position of Managing Director & CEO.
Pursuant to the Securities Contracts (Regulation) (Stock Exchangesand Clearing Corporations) Regulations 2018, ("SECC Regulations”),the Company has 15 Key Management Personnel (including KeyManagerial Personnel as defined under the Companies Act, 2013)as of March 31, 2026. These individuals have also been designatedas Senior Management of the Company as per the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 ("ListingRegulations”).
As of the date of this report, in accordance with Section 203(1) of theCompanies Act, 2013, Shri Sundararaman Ramamurthy, ManagingDirector & CEO, Shri Deepak Goel, Chief Financial Officer, and Shri VishalBhat, Company Secretary & Compliance Officer, are designated as the KeyManagerial Personnel ("KMPs”) of the Company.
CHANGES DURING THE YEAR AND THEREAFTER:
• Shri Rajiv Bansal and Dr. Santanu Paul were appointed as a PID,effective April 1, 2025, and January 14, 2026, respectively, for aterm of three years. In the opinion of the Board, Shri Rajiv Bansal
and Dr. Santanu Paul are persons of integrity and fulfil the requisiteconditions as prescribed under the applicable laws.
• Sushri Jayshree Vyas, PID, completed her second term and accordinglyceased to be PID w.e.f. closure of working hours on April 24, 2025.
• Shri Nandkumar Saravade stepped down from his position as a PID,effective August 21, 2025. The resignation letter, along with theaccompanying reasons, was disseminated by the Company to theStock Exchange vide intimation dated August 21,2025.
• Shri Jagannath Mukkavilli, NID, was subject to retirement by rotationand, being eligible, was re-appointed during the 20th AGM on August20, 2025. Necessary approval from SEBI was received. As the soledirector subject to retirement by rotation, he will be retiring at theupcoming AGM and has expressed his willingness to be re-appointed.A resolution requesting shareholders’ approval, along with othernecessary details, is included in the Notice of the 21st AGM.
• During the year, there was no change in the Key Managerial Personnel(as per the Companies Act, 2013) of the Company. For changesin Key Management Personnel (as per SECC Regulations) / SeniorManagement (as per Listing Regulations) please refer the relevantsection of the Corporate Governance Report.
B. DECLARATIONS BY PUBLIC INTEREST DIRECTORS
The Company has received confirmations from all PIDs, as per Section
149(7) of the Act, that they meet the independence criteria as per Section
149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations.
Additionally, all PIDs have declared that they satisfy the ‘fit and proper’
criteria under Regulation 20 of the SECC Regulations. They have also
adhered to the Code for Independent Directors in Schedule IV of the Act and
submitted their annual compliance affirmation with the Company’s Code ofConduct for Governing Board, Directors, Committee Members, KMP andSenior Management. Furthermore, all PIDs have provided declarationsin line with Rule 6(3) of the Companies (Appointment and Qualificationof Directors) Rules, 2014, confirming no circumstances exist that couldimpair their independent judgment or influence their duties. There havebeen no changes affecting their status as PIDs.
C. DECLARATION BY THE COMPANY
None of the Directors of the Company are disqualified for being appointedas Directors as specified in Section 164(2) of the Act read with Rule 14of Companies (Appointment and Qualifications of Directors) Rules, 2014.
D. MEETINGS OF THE BOARD AND ITS VARIOUS COMMITTEES
Eight (8) Meetings of the Board of Directors were held during FY 2025¬26. The details of Meetings of Board and Committees held during theyear, attendance of Directors at the Meetings and constitution of variousCommittees of the Board are included separately in the CorporateGovernance Report forming part of this Annual Report.
E. AUDIT COMMITTEE RECOMMENDATIONS
All recommendations of Audit Committee were approved by the Board ofDirectors during the year.
F. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES,INDIVIDUAL DIRECTORS AND INDEPENDENT EXTERNALPROFESSIONALS
The annual performance evaluation of the Directors (including Chairperson),Independent External Professionals, Committees and the Board as a wholewas carried out in compliance with the requirements of applicable Act andRegulations. For criteria and manner of performance evaluation kindly referthe relevant section of the Corporate Governance Report.
G. REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES
In compliance with the requirements of Section 197(12) of the Act,read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 and SECC Regulations, a statementcontaining the remuneration details of Directors, KMPs and employees isannexed as Annexure A.
H. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board, to the best of its knowledgeand ability, confirms that:
a) In the preparation of the annual accounts for the financial year endedMarch 31, 2026, the applicable Accounting Standards had beenfollowed along with proper explanation relating to material departures;
b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as of March 31,2026, and of the profit ofthe Company for the financial year ended March 31,2026;
c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and otherirregularities;
d) The Directors have prepared the annual accounts on a going concernbasis;
e) The Directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequateand were operating effectively; and
f) The Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems wereadequate and operating effectively.
I. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY
The Company has maintained adequate internal financial controls overfinancial reporting. These include policies and procedures -
a) Pertaining to the maintenance of records that are detailed, accurately,and fairly reflect the transactions and dispositions of the assets of theCompany.
b) Provide reasonable assurance that transactions are appropriatelyrecorded to permit preparation of financial statements in accordancewith Indian Accounting Standards notified under the Companies(Indian Accounting Standards) Rules, 2015, as amended from timeto time, and that receipts and expenditures of the Company are beingmade only in accordance with authorization of management andDirectors of the Company, and
c) Provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition, use or disposition of theCompany’s assets that could have a material impact on the financialstatements. Such internal financial controls over financial reportingwere operating effectively as of March 31, 2026, based on thecriteria established in the Committee of Sponsoring Organizationsof the Treadway Commission (COSO) Internal Control - IntegratedFramework issued by the Committee of Sponsoring Organizations ofthe Treadway Commission in 2013.
J. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Instituteof Company Secretaries of India and such systems are adequate andoperating effectively.
K. IMPLEMENTATION OF CORPORATE ACTION
During the year under review, the Company has complied with the specifiedtime limit for implementation of Corporate Actions.
L. ANNUAL RETURN
The draft Annual Return in Form MGT-7, prepared as per Section 92(3) ofthe Act for the FY 2025-26 is placed on the website of the Company athttps://www.bseindia.com/investor-relations/annual-reports
5. SUBSIDIARIES AND ASSOCIATES
Pursuant to the provisions of Section 129(3) of the Act, a statementcontaining the salient features of financial statements of the Company’ssubsidiaries and associates in Form AOC-1 is attached to the financialstatements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the standaloneand consolidated financial statements of the Company, along with relevantdocuments and separate audited financial statements in respect ofsubsidiaries, are available on the website of the Company athttps://www.bseindia.com/investor-relations/annual-reports.
Additionally, during the year under review and up to this Report, thefollowing changes occurred:
• BSE Institute Limited ceased to be the subsidiary of the Companyw.e.f. May 2, 2025.
• BFSI Sector Skill Council of India ceased to be the subsidiary of theCompany and became an Associate w.e.f. May 2, 2025.
• BSE Institute of Research Development & Innovation ceased to besubsidiary of the Company w.e.f. May 2, 2025.
• BSE Technologies Private Limited (BTPL), a wholly owned subsidiaryof BSE Limited divested its entire stake in Ebix Insuretech PrivateLimited (formerly known as BSE Ebix Insuretech Private Limited) w.e.f.December 9, 2025.
• BSE Investments Limited and BSE Administration & Supervision Limited(wholly owned subsidiaries of the Company) merged with BTPL w.e.f.April 23, 2026, with the appointed date being April 1,2025.
6. PUBLIC DEPOSITS
The Company has neither accepted nor has any outstanding deposits fromthe public within the meaning of Section 73 & Section 76 of the Act andthe Rules made thereunder.
7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of investments made by the Company are provided in NoteNos. 7, 8 & 9 of the Notes to the Standalone Financial Statements. Further,the Company has not issued any guarantees or securities to any personor entity and has not engaged in making loans or advances that couldbe classified as loans to firms or companies where the directors of theCompany hold an interest.
8. AUDITORSA. STATUTORY AUDITORS
S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.301003E/E300005), Mumbai, are the Statutory Auditors of the Company
and are appointed for a term of five years till the conclusion of 22nd AGM ofthe Company to be held in the year 2027.
The Statutory Auditors have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.
The Statutory Auditors have issued the Reports with an unmodified opinion,and their Reports do not contain any qualification, reservation, observation,adverse remark or disclaimer on the financial statements of the Companyfor FY 2025-26. During the year, the Auditors have not reported any fraudto the Audit Committee or the Board.
B. SECRETARIAL AUDIT AND SECRETARIAL AUDITOR’S REPORT
During the FY 2025-26, Dhrumil M. Shah & Co. LLP (Firm Registration:L2023MH013400), Practicing Company Secretaries, were appointed asthe Secretarial Auditor of the Company for a term of five consecutive yearscommencing from FY 2025-26 till FY 2029-30.
Dhrumil M. Shah & Co. LLP have conducted the Secretarial Audit of theCompany for FY 2025-26. The Secretarial Auditor’s report does not containany qualifications, reservations, or adverse remarks for FY 2025-26, and isenclosed as Annexure B to this report.
C. INTERNAL AUDITOR
M/s. Aneja Associates, the Internal Auditors of the Company have carriedout Internal Audit for FY 2025-26. The reports and findings of the InternalAuditors are reviewed by the Audit Committee.
D. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of Cost Audit as prescribedunder the provisions of Section 148(1) of the Companies Act, 2013 are notapplicable for the business activities carried out by the Company.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO:A. CONSERVATION OF ENERGY
I. The steps taken and their impact on conservation of energy:
The Company remains committed to optimizing its operational energyfootprint by continuously upgrading its corporate infrastructure to state-of-the-art, energy-efficient technologies. During the FY 2025-26, theCompany focused on expanding the scale, depth, and footprint of itsongoing energy-saving initiatives across its premises. Key interventionsand progress achieved during the year include:
• HVAC Infrastructure & Demand-Based Cooling: Building uponprior structural shifts, the Company progressively expanded theinstallation of floor-wise Variable Refrigerant Flow (VRF) systemsto replace conventional split air conditioning systems. This hasenhanced part-load efficiency and enabled precise, demand-basedcooling across renovated operational zones. Additionally, Time-of-Day (ToD) optimization protocols were rigorously implemented withincentral chiller operations to systematically shift heavy energy loads tolower-tariff periods, achieving notable cost and resource efficiencies.
• Smart Lighting Automation: The transition to high-efficiency LightEmitting Diode (LED) fixtures was scaled up significantly across thefacility. To maximize energy conservation, these installations weresystematically coupled with localized motion sensor-based automationacross newly renovated floors, ensuring zero idle energy consumptionby automatically extinguishing lights in unoccupied zones.
• Advanced Air Handling Units (AHUs): The Company successfullyscaled its Proof of Concept (PoC) for Brushless Direct Current (BLDC)motors within its Air Handling Units. This transition to variable speedoperation has demonstrated significantly low baseline electricityconsumption while enhancing thermal comfort management.
• Vertical Transportation Efficiency: Modernization of the building’svertical transit infrastructure continued through the deployment ofgearless lift systems equipped with regenerative braking technology.This system captures kinetic energy during operation and feeds itback into the building’s internal power grid, optimizing cumulativeoperational efficiency.
• Impact of Mitigation Measures: The cumulative effect of theseexpanded technological interventions spanning automated climatecontrol, smart lighting systems, and regenerative mechanics hasresulted in a measurable reduction in baseline energy intensityacross the Company’s headquarter facilities, directly supporting ourcorporate carbon mitigation goals.
II. The steps taken by the Company for utilizing alternate sourcesof energy:
The Company has taken proactive steps to transition its energy mix towardcleaner, sustainable alternatives.
During the year under review, the Company entered into a strategic greenenergy procurement arrangement with its electricity distribution licensee,the Brihanmumbai Electric Supply and Transport (BEST) Undertaking. Underthis initiative, the Company has committed to sourcing 25% of its totalinstitutional power consumption through BEST’s certified green energypool, derived entirely from renewable sources.
While this green tariff arrangement represents an increased financial outlayby way of a premium rate, it underscores the Company’s commitmentto indirectly funding and expanding the renewable energy ecosystem inIndia. This procurement strategy is further complemented by the structuralintegration of high-performance, double-glazed fagade glass across thebuilding envelope, minimizing solar heat gain and maximizing naturaldaylighting to reduce overall dependence on grid power.
III. The capital investment on energy conservation equipment-
Capital investments in energy conserving assets are systematicallyintegrated into ongoing physical infrastructure upgrade.
During the FY 2025-26, the Company allocated a total capital expenditureof ' 15.32 Crores towards high efficiency technological upgrades, includingbuilding fagade modernization by replacing conventional glass layers
with high performance double-glazed insulated units (DGUs) which iscertified for thermal isolation, floor-wise Variable Refrigerant Flow (VRF)systems, variable speed/BLDC motors for Air Handling Units (AHUs), sensorintegrated smart LED fixtures, and gearless vertical transportation system.
B. TECHNOLOGY ABSORPTION
The Company continues to play a crucial role in the growth narrative ofIndia, serving as a significant facilitator of capital formation. Technologycontinues to remain the cornerstone of the Company’s operations,enabling sustainable growth, enhanced market efficiency, and regulatorycompliance.
I. Resilience in technology and processes of MII, in delivery ofits core functions
During FY 2025-26, BSE continued to strengthen the resilience of itstechnology infrastructure and operating processes that support its coremarket functions. The organization maintained 100% availability across itscore and critical systems during the year, thereby ensuring uninterrupteddelivery of essential services and reinforcing confidence in the reliabilityand stability of its market infrastructure.
II. Advanced Trading Infrastructure
The company undertook significant capacity enhancement measuresduring the year. In the equity derivatives segment, order processingcapacity was increased from 1,200 crore to 2,000 crore order messagesper day, while peak burst-handling capability improved from 14 lakh to 22lakh orders per second.
These measures, supported by infrastructure augmentation, hardwareupgrades, system optimisation, and improved monitoring, have enhancedscalability and created adequate headroom for future growth in tradingactivity.
III. Strengthening Risk Management
The Company continues to operate a comprehensive automated riskmanagement and surveillance framework designed to maintain marketintegrity, ensure orderly trading, and protect investor interests. Thesesystems are continuously upgraded to adapt to evolving regulatoryrequirements and market dynamics, thereby reinforcing investorconfidence.
IV. Business Continuity and Disaster Recovery Preparedness
BSE further advanced its business continuity and disaster recoverypreparedness by establishing one-to-one correspondence between thePrimary Data Centre and the Disaster Recovery site, thereby enabling livetrading from the DR environment at equivalent capacity. During the year,two unannounced live DR trading exercises were conducted successfully,with failover achieved within 45 minutes and operations sustained fromthe DR site for three consecutive days. The organisation also strengthenedstaffing readiness at the DR site through targeted role mapping, capabilityenhancement, and structured training interventions.
V. Technology upgrades in StAR MF platform
The Company’s StAR Mutual Fund Platform is the leading mutual fundtransaction processing platform in India.
The Company continues to strengthen the StAR Mutual Fund Platform,the leading mutual fund transaction processing platform in India, throughtargeted technology modernization initiatives. During the year, theplatform was enhanced with an event-driven microservices architecture,enabling modular, API-driven integrations and improved scalability. Theseupgrades have resulted in faster transaction processing, increased systemthroughput, and enhanced operational reliability. Further, optimizationof intra-day processes for sharing transaction and settlement datawith Registrars and Transfer Agents has enabled a higher proportion oftransactions to be processed and settled closer to the prescribed daily cut¬off timelines, thereby improving overall efficiency.
VI. Implementation of Solace-based OTD Platform
The Exchange has successfully implemented a Solace-based Online TradeDissemination (OTD) platform with integrated Disaster Recovery (DR) aspart of its ongoing initiatives to strengthen core market infrastructure. Thesalient features of the implementation are as follows:
• The platform delivers near-zero data loss (RPO « 0) and rapid failovercapabilities, thereby ensuring continuity of trade dissemination andminimizing disruption risks to member Risk Management Systems.
• The platform is designed with a high-performance, low-latencyarchitecture, enabling sub-millisecond message dissemination andsupporting high-throughput event streaming during peak marketconditions.
• The solution enhances participant experience through reliable andreal-time data feeds, improving risk monitoring efficiency for tradingmembers.
• The platform is scalable to support 2-3x growth in transactionvolumes, providing a robust and future-ready foundation toaccommodate increasing market activity and product expansion whilemaintaining resilience and operational efficiency.
VII. Technology Modernization Initiatives
In parallel, BSE progressed its technology modernization agendathrough the deployment of six AI-based projects, implementation of theITRS Geneos real-time full-stack observability platform, and continuedmodernization of data centre infrastructure, including upgrades to powerand cooling systems, expansion of co-location capacity by 136 racks, andenhancement of automation and security controls. Taken together, theseinitiatives underscore BSE’s continued commitment to resilient, scalable,and future-ready market infrastructure.
C. CYBER SECURITY, TECHNOLOGY ABSORPTION ANDCERTIFICATION
Cyber security is a strategic pillar aligned with the Company’s businessand IT objectives, ensuring secure, resilient, and uninterrupted operations.
Through a Zero Trust framework, robust security controls, and a 24x7Next-Generation Security Operations Centre (SOC) leveraging advancedanalytics and machine learning, the Company proactively detects andresponds to evolving cyber threats. Additionally, a dedicated MarketSecurity Operations Centre (MSOC) has been established for Members andBrokers in compliance with SEBI requirements.
The Company’s cyber security framework is built on a strong foundationof People, Process, and Technology, combining continuous securityawareness, social engineering simulations, robust governance practices,secure-by-design principles, resilience testing, and SEBI-aligned cybermaturity assessments. This is further strengthened by a layered defence-in-depth architecture with integrated security controls across network,endpoint, application, data, and user environments. These initiativesenhance cyber resilience, protect critical assets, ensure regulatorycompliance, and reinforce stakeholder trust.
Certification
The Company has successfully obtained Information Security ManagementSystem ISO 27001:2022 and Business Continuity Management SystemISO 22301:2019 certifications
Disclosures
a) The efforts made towards technology absorption
The Company continued to actively explore and adopt innovativetechnologies. The Company witnessed a significant increase in volumesduring the year requiring the Company to invest in adopting newtechnologies.
The Company has taken the lead in implementation of:
• Upgradation and enhancements in infrastructure
• Implementation of newer technologies to meet key business andregulatory requirements
• Enhancing the security posture across infrastructure and applications
• Improving operational capabilities
b) The benefits derived like product improvement, cost reduction,product development or import substitution.
While the Company continues to invest in technology, it is conscious ofcosts pushing itself to build and adopt efficient technological solutions.There is significant focus on innovation in deployment of technology whilesupporting business growth and a fast-evolving regulatory landscape.
c) In case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year) - Not
Applicable.
i. Details of technology imported - Not Applicable
ii. Year of import - Not Applicable
iii. Whether the technology has been fully absorbed - Not Applicable
iv. If not fully absorbed, areas where absorption has not takenplace, and the reasons thereof - Not Applicable
v. The expenditure incurred on Research and Development - NotApplicable
D. FOREIGN EXCHANGE EARNING AND OUTGO
The particulars of Foreign Exchange Earnings and outgo during the yearunder review are furnished hereunder:
Foreign Exchange Earning: ' 5,318 Lakh (Previous Year: ' 3,895 Lakh)Foreign Exchange Outgo: ' 560 Lakh (Previous Year: ' 244 Lakh)
10. RISK MANAGEMENT AND COMPLIANCE
Risk Management is an integral part of BSE’s governance and operationalframework. The Company has established a Board-approved EnterpriseRisk Management (ERM) Framework and Policy that provides a structuredand comprehensive approach for identification, assessment, mitigation,monitoring, and reporting of risks across the enterprise. The frameworkcovers business, operational, financial, compliance, and emerging risks,including geopolitical and external risks, and supports the achievementof strategic objectives while minimizing potential adverse impacts on theorganization and its stakeholders.
The ERM Framework is aligned with applicable regulatory requirementsand industry-leading governance practices, enabling the Companyto proactively manage risks in an evolving business environment andstrengthen organizational resilience.
The Company’s Board of Directors has established a Risk ManagementCommittee ("RMC”) to supervise the ERM Framework, oversee riskmitigation, monitor the overall risk management function, and ensure itseffectiveness. Additionally, the Audit Committee provides further oversightconcerning financial risks and controls. The ERM is reviewed periodicallyby the RMC and the Board to ensure its effectiveness in identifying andmitigating risks.
Management at BSE identifies significant existing and emerging risks andprioritizes mitigation actions based on their potential impact on operationsand shareholder value. These risks are assessed based on likelihoodand impact on operations, financial performance and reputation, and arereviewed periodically in light of the dynamic business environment.
Through its robust risk governance structure and proactive riskmanagement practices, BSE seeks to enhance business sustainability,protect stakeholder interests, and create long-term value.
11. COMPANY’S POLICIESA. POLICY ON NOMINATION AND REMUNERATION
The Company’s Nomination and Remuneration Policy (NRC Policy)outlines the criteria for assessing the qualifications, positive traits, andindependence of a director. The NRC Policy offers direction regarding theappointment and dismissal of Directors & Key Managerial Personnel/ Key
Management Personnel / Senior Management (‘KMPs’), as well as theremuneration for Directors, KMPs, and employees of the Company. Duringthe year, in accordance with amendments to SECC Regulations and otherrelevant laws/Regulations, necessary modifications were implemented inthe policy.
The NRC policy can be accessed on the Company’s website athttps://www.bseindia.com/investor-relations/corporate-governance/corporategovernance
B. POLICY ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”)
The Company has constituted a Committee in accordance with Section135 of the Act. The Annual Report on CSR activities as per the Companies(Corporate Social Responsibility Policy) Rules, 2014 has been annexed tothis Report as Annexure C.
The CSR policy is available on the website of the Company athttps://www.bseindia.com/investor-relations/corporate-governance/corporategovernance.
C. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has in place a Vigil Mechanism / Whistle Blower Policypursuant to Regulation 22 of the Listing Regulations and Section 177(9)and (10) of the Act and SECC Regulations, enabling stakeholders to reportany concern of unethical behaviour, suspected fraud, or violation.
The said policy inter alia provides safeguard against victimization of theWhistle Blower. Stakeholders, including Directors and Employees, havedirect access to the Chairperson of the Audit Committee.
During the year under review, no stakeholder was denied access to theChairperson of the Audit Committee.
The Whistle Blower Policy is available on the website of the Companyathttps://www.bseindia.com/investor-relations/corporate-governance/corporategovernance
D. POLICY ON RELATED PARTY TRANSACTIONS
All Related Party Transactions ("RPT”) that were entered during the FY wereon arm’s length basis and in the ordinary course of business and werein compliance with the applicable provisions of the Act and the ListingRegulations. There was no material RPT transacted by the Company duringthe year that required Shareholders’ approval under Regulation 23 of theListing Regulations. None of the transactions with related parties fell underSection 188(1) of the Act. The disclosure of RPTs as required under Section134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2025-26 and hence does not form part of this report.
The RPT Policy Framework is available on the website of the Companyathttps://www.bseindia.com/investor relations/corporategovernance.html
E. POLICY ON MATERIAL SUBSIDIARY
As required under Regulation 16(1)(c) of Listing Regulations, the Companyhas in place and adopted a policy for determining Material Subsidiaries.
For FY 2025-26, Indian Clearing Corporation Limited ("ICCL”) is the materialsubsidiary of the Company. As per Regulation 24A of Listing Regulations,the Secretarial Audit Report of ICCL is annexed as Annexure D.
The Policy for determining Material Subsidiaries is available on thewebsite of the Company athttps://www.bseindia.com/investor relations/corporategovernance.html
F. INSIDER TRADING REGULATIONS
Pursuant to the provisions of Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations, 2015 (as amended from timeto time), the Company has formulated a Code of Conduct for Preventionof Insider Trading ("Insider Trading Code”) and Code of Practices andProcedures for fair disclosure of Unpublished Price Sensitive Information("UPSI”).
The Code of Practices and Procedures for fair disclosure of UPSI isavailable on the website of the Company athttps://www.bseindia.com/investor relations/corporategovernance.html.
G. DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy containing the requirements of Regulation43A of Listing Regulations is annexed as Annexure E and is also availableon the website of the Company athttps://www.bseindia.com/investorrelations/corporategovernance.html.
12. DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013
The Company is committed to providing a safe and harassment freeworkplace for every individual working in its premises through variouspolicies and practices. The Company always endeavours to create andprovide an environment that is free from discrimination and harassmentincluding sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment(POSH) at Workplace which aims at prevention of harassment ofemployees and lays down the guidelines for identification, reporting, andprevention of undesired behaviour. An Internal Complaints Committee("ICC”) is already in place wherein the senior management (with womenemployees constituting the majority) personnel are its members. The ICCis responsible for redressal of complaints related to sexual harassmentand follows the guidelines provided in the Policy.
The Company had conducted workshops on POSH for the employees onperiodic basis. No complaints were pending at the beginning of the year,and no complaints were received or disposed of during the year endedMarch 31,2026.
13. DISCLOSURE AS REQUIRED UNDER THE MATERNITY BENEFITACT, 1961
The Company has complied with the provisions under the Maternity BenefitAct, 1961 during the year.
14. RESOURCES COMMITTED TOWARDS STRENGTHENINGREGULATORY FUNCTIONS AND TOWARDS ENSURINGCOMPLIANCE WITH APPLICABLE REGULATORY REQUIREMENTS
As a recognised Stock Exchange, the Company operates under theregulatory oversight of the Securities and Exchange Board of India (SEBI).The Company ensures strict compliance with the regulations, rules,circulars and guidelines issued by SEBI from time to time and continuesto strengthen its regulatory framework by adopting robust governance andoversight practices.
During the year under review, the Company’s regulatory function wassupported through a dedicated Regulatory Division comprising multiplespecialised department functions to service various stakeholders likeinvestors, members, IARAs, issuers and regulators.
As on March 31, 2026, a total of 333 resources across variousdesignations were deployed towards regulatory and compliance functions.The entire regulatory framework operates under the leadership of the ChiefRegulatory Officer (CRO), who reports to the Managing Director & CEO andthe Regulatory Oversight Committee, ensuring independent oversight andeffective governance.
The Company has put in place robust systems and processes to ensuretimely disclosures of all mandatory regulatory requirements, along withsystematic reporting to regulatory authorities, the Board of Directors andthe relevant Committees.
For the FY ending on March 31, 2026, BSE incurred direct and indirectexpenses amounting to ' 6,567 Lakhs as per activity-based accountingmethodology towards strengthening regulatory functions and towardsensuring compliance with regulatory requirements.
15. COMMUNICATIONSStrategic Communication
The FY 2025-26 marked a defining year for BSE, as the Exchangecommemorated two landmark milestones-150 years of its institutionallegacy and 40 years of SENSEX, India’s first equity benchmark. Thesemilestones highlighted BSE’s enduring role in shaping India’s capitalmarkets while reinforcing its forward-looking, innovation-led approach.
The 150-year milestone was formally celebrated on April 17, 2025, inMumbai, with the Hon’ble Finance Minister, Smt. Nirmala Sitharaman,gracing the occasion as the Chief Guest. The event was further graced bythe presence of the Hon’ble MoS Finance, Shri Pankaj Chaudhary, and theChairman of SEBI, Shri Tuhin Kanta Pandey, as Guests of Honour. The eventbrought together capital market institutions, policymakers, regulators, andmarket participants.
Key highlights of the BSE@150 celebrations included:
Unveiling of the BSE@150 logo reflecting the exchange’s legacy
• Unveiling of the ' 150 commemorative coin issued by the Governmentof India, marking national recognition of BSE’s contribution toeconomic development
• Launch of the BSE 150 Index, representing a diversified benchmarkof leading listed companies
• BSE CSR activities to celebrate the 150-year legacy and its wayforward were unveiled
• A curated audio-visual showcase, tracing BSE’s evolution from itsorigins to a globally competitive marketplace
• An eight-pager supplement by national business news daily - BusinessStandard, featuring editorial coverage, leadership narratives, andthematic storytelling around BSE’s 150-year journey.
Subsequently, BSE marked 40 years of the SENSEX in January 2026,reflecting four decades of India’s growth through its benchmark index.The milestone event, held at the BSE’s International Convention Hall (ICH),was graced by Chief Guest Shri Tuhin Kanta Pandey, Chairman, SEBI, andbrought together industry veterans from asset and wealth management,and representatives of leading conglomerates that have been constituentsof the SENSEX since its inception.
The SENSEX@40 initiatives included:
• Release of a research whitepaper detailing the index’s 40-yearjourney, with data-driven insights on long-term returns, sectoralshifts, and market evolution
• Bell-ringing ceremony and stakeholder engagements, marking themilestone
• Recognition of the corporates who have been part of the iconic indexfor more than thirty years
• Data-led storytelling, contextualising the SENSEX’s performanceacross four decades and its linkage with India’s economictransformation
These dual milestones were marked through a cohesive approachcombining institutional recognition, research-led insights, and strategiccommunication, reinforcing BSE’s position as both a custodian of legacybenchmark and a driver of future-ready market infrastructure that isaligned with the vision of Viksit Bharat 2047.
Stakeholder Engagements, Events and Institutional Outreach
During FY 2025-26, BSE Limited continued to strengthen its position asa key institution within the global financial ecosystem through a series ofhigh-level delegation visits, industry engagements, and academic outreachinitiatives.
Delegation Visits
BSE hosted several distinguished international delegations and diplomaticrepresentatives, reflecting its growing global relevance and engagementwith international financial ecosystems. Notable visits during the yearincluded:
• Delegation led by the Crown Prince of Dubai
• Visit of the Consul General of Japan
• Visit of the Finance Minister of Israel
• Delegation from Japan’s International Relations Division
• Visit by the Vice Finance Minister of Indonesia
• Visit of the Finance Minister of Luxembourg
• Delegation from Liechtenstein
These engagements provided a platform for dialogue on capital marketdevelopment, cross-border collaboration, and investment opportunities.
Industry Events and Thought Leadership Platforms
BSE played an active role in convening and participating in key industryforums and knowledge platforms, fostering dialogue on marketdevelopment, policy, and economic outlook:
• Samvaad 2026, a symposium on securities markets in associationwith leading market infrastructure institutions
• Knowledge Session on "Resilient Markets, Growing India: 2026and Beyond”, featuring eminent speakers including V. AnanthaNageswaran, Chief Economic Advisor, Government of India, andRaamdeo Agrawal, Co-founder and Managing Director of MotilalOswal Financial Services.
• Bond issuer outreach program under the guidance of SEBI wasorganised where ‘Bonds - Ek Sashakt Bandhan’ as a tag line forOnline Bond Provider Platforms (OBPP). Shri Tuhin Kanta Pandey,Chairman, SEBI was the Chief Guest at the event.
• Women’s day event along with SheThePeople that focused onadvancing conversations around inclusion and representation ofwomen entrepreneurs both in the for profit and not for profit fields.
These sessions reinforced BSE’s role as a thought leader and convener ofmarket dialogue.
Academic and Student Outreach
As part of its ongoing commitment to capacity building and financial marketeducation, BSE hosted students and academic institutions, including:
• Institute of Company Secretaries of India
• Students supported by the Kotak Foundation
• National Institute of Securities Markets
• Xavier Institute of Social Service
• Students from NISM—DBS Global University, Dehradun
These visits provided participants with first-hand exposure to marketinfrastructure, operations, and the evolving capital markets landscape.
Brand and Investor Awareness Initiatives
BSE undertook a series of integrated, multi-platform investor awarenesscampaigns in alignment with market development objectives and
regulatory initiatives. BSE supported the Investor Protection Fund (IPF)team in executing key campaigns during the year, including SEBI vsScam, SEBI Arth Yatra, World Investor Week, and SEBI UPI, to promoteinformed investing and strengthen investor protection.
These campaigns were delivered through a 360-degree media approach,leveraging social media, digital platforms, OTT channels, television, printpublications, radio, and outdoor media. Outreach was further amplifiedthrough partnerships with leading financial and general news platforms,as well as organisations engaging with specific cohorts such as youthand women, including SheThePeople and Yuvaa.
To enhance accessibility and regional reach, all campaign content wasdeveloped in English and translated into Hindi, Marathi, Bengali, andKannada, enabling deeper penetration across diverse investor segments.
A key feature of the year’s communication strategy was the use ofgamified content formats to improve engagement and recall. Initiativessuch as Investor Ludo, Scams and Ladders, and Investor Crossword werepublished across print and digital formats, while familiar gaming formatsinspired by popular titles were adapted into short-form digital contentto simplify investor education themes. Besides, the Navrasa storybookfeaturing investor awareness lessons, and themed bookmarks weredesigned to reinforce key messages.
BSE also launched a dedicated campaign focused on women investorstitled ‘Financial Ment’her,’ aimed at promoting financial awareness andparticipation among women.
The campaigns were supported through extensive media collaborationsacross leading publications and platforms, including The Times ofIndia, The Economic Times, The Indian Express, Business Standard,Hindustan, Loksatta, Anandabazar Patrika, Vijay Karnataka, and others,alongside magazines such as India Today and Fortune India. Digitalcollaborations spanned platforms such as ETMarkets, Hindustan Times,The Hindu, Financial Express, and regional publishers, utilising diverseformats including video series, podcasts, reels, articles, and displaycampaigns.
Television outreach included leading business and general newschannels such as Zee Business, NDTV 24x7, NDTV Profit, ET Now, andDD Sahyadri, complemented by radio campaigns across Radio Mirchi,Radio City, and BIG FM. Outdoor visibility was enhanced through strategicbranding at high-footfall locations, including bus stop installation at CST,Mumbai.
In addition to investor awareness campaigns, BSE supported key market¬facing initiatives and events during the year, including Sensex Day(marking two years of SENSEX derivatives), launch of the Nivesh Mitraapp, MSME Day, and Diwali Muhurta Trading event.
These initiatives reflect BSE’s focus on leveraging integratedcommunications, innovative content formats, and strategic partnerships
to drive investor awareness, deepen market participation, and strengthenits brand presence across platforms and geographies.
These digital and brand amplification initiatives undertaken during FY2025-26 contributed to the growth in BSE’s social media presenceacross Facebook, Instagram, X, and LinkedIn. The Exchange concludedthe year with a consolidated follower base of over 44 lakhs across theseplatforms, representing a year-on-year growth of 27%.
Awards and Recognitions
In FY2025-26, BSE and its leadership team received 22 prestigiousawards and recognitions, reflecting excellence across market leadership,innovation, governance, technology, investor outreach, branding, and talentmanagement.
Six awards were conferred on BSE as an organisation, recognising itsstrengths as a leading market infrastructure institution. These includedhonours such as Exchange of the Year, Derivatives Exchange of the Year,Trusted Brand 2025, Asia Best Employer Award 2026, and awards forcybersecurity excellence and impactful investor awareness initiatives.
BSE MD & CEO, Sundararaman Ramamurthy, received seven individualawards, underlining his visionary leadership and contribution to BSE’sgrowth and transformation. His accolades included recognitions forstrategic leadership, entrepreneurship, business excellence, and industryinfluence.
The remaining awards recognised the outstanding achievements of otherBSE leaders and teams, including Deepak Goel, CFO, Ramesh Gurram,CISO, and the Corporate Communications team. These honours spannedcybersecurity, finance, digital communications, branding, marketing, andsocial media excellence.
Offline Content Strategy
Besides digital, BSE strengthened its presence through a comprehensivesuite of offline content and brand initiatives during FY 2025-26. Thisincluded development of updated printed materials and collaterals such aspresentations, brochures, and promotional assets, supporting brand BSE, theBSE SME platform, and the BSE IPF across internal and external stakeholders.The Exchange also executed key branding and design interventions,
including stall designs, office branding, and logo revamps for group entities,ensuring consistency in visual identity. BSE’s presence was further amplifiedat prominent international platforms such as the FIA Asia DerivativesConferences in Singapore and Chicago. In India, the Exchange supportedmajor events including the CII engagement, large-scale event branding for theGlobal Fintech Fest (GFF) and Finbridge. Creative contributions also extendedto the design of the Investor Protection Fund (IPF) stall and the Mega RISAshowcase, thereby elevating brand experience across platforms.
16. OTHER DISCLOSURESA. MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34(2)(e) of the Listing Regulations, the ManagementDiscussion and Analysis Report forms part of this Annual Report.
B. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the BusinessResponsibility and Sustainability Report forms part of this Annual Report.
C. CORPORATE GOVERNANCE
Pursuant to the SECC Regulations, Listing Regulations and the Act, reporton Corporate Governance as on March 31,2026, forms part of this AnnualReport. A Certificate from Practicing Company Secretary, confirming statusof compliances of the conditions of Corporate Governance is annexed tothe Corporate Governance Report.
D. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDINGPENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THEEND OF THE FINANCIAL YEAR
During the FY 2025-26, no proceeding has been initiated under Insolvencyand Bankruptcy Code for default in payment of debt. Further, the Companyhas also not initiated any proceedings against the defaulting entities.However, it had lodged its claim with the resolution professional/liquidatorappointed for defaulting listed companies.
E. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THEVALUATION DONE AT THE TIME OF ONETIME SETTLEMENT ANDTHE VALUATION DONE WHILE TAKING LOAN FROM THE BANKSOR FINANCIAL INSTITUTIONS ALONG WITH THE REASONSTHEREOF
During the period under review, the Company has not taken any loans fromthe banks or financial institutions. Accordingly, there has been no one timesettlement or valuation done for this purpose.
F. INVESTOR PROTECTION FUND (“IPF”)
The Company, through its IPF, regularly conducts Investor AwarenessPrograms ("IAPs”) throughout the country. IPF was instrumental inconducting 16,621 IAPs during FY 2025-26. Out of this, 416 IAPs wereconducted through IPF while 16,205 IAPs were conducted through theInvestors Services Fund ("ISF”) that also have similar objectives. Similarly,out of the above IAPs, 10,773 IAPs were conducted physically while 5,848
were conducted online (webinars). Additionally, during the year, IPF officialsconducted 416 Regional Investor Seminars for Awareness (RISA) jointlywith SEBI across different parts of the country. IPF also publishes print,digital and online advertisements regarding Do’s and Don’ts for investors,in order to educate them and enable them to safeguard their interests.During the year, several educational and other capital market awarenessevents were supported by IPF to raise awareness about investor centricareas such as investing early, power of compounding, diversification ofinvestment, goal based investing, retirement investment ideas, etc.
MAJOR INITIATIVES
The Exchange continued to leverage its strong digital presence of overforty-four lakh followers on social media channels such YouTube, LinkedIn,Facebook, Instagram, and X, to enhance investor awareness. Thesechannels were actively used by BSE on several integrated campaigns ofSEBI, including SEBI vs SCAM, World Investor Week, and SEBI UPI Check.
Further, to broaden its reach and impact, the exchange introducedinnovative and gamified content, utilising a mix of digital and traditionalmediums such as social media, news and BFSI websites, BSE website,emails, OTT, TV news, Print ads, outdoor advertising and radio.
Notably, the SEBI vs SCAM campaign successfully reached over fifty crorepeople across digital and offline channels.
World Investor Week (WIW) 2025
BSE IPF celebrated the globally popular event for investors called WorldInvestor Week (WIW 2025) under the aegis of SEBI and InternationalOrganisation of Securities Commissions (IOSCO), from October 06-12, 2025.
WIW is a week-long global celebration promoted by IOSCO to raiseawareness about the importance of investor education and protection. InIndia, SEBI had worked with all the Market Infrastructure Institutions tomake this a memorable and enriching week for all investors.
To mark the beginning of WIW 2025, on the first of day of the week i.e.October 06, 2025, BSE IPF conducted a bell ringing ceremony at BSEInternational Convention Hall which was attended by Shri Sunil Kadam,Executive Director, SEBI and various other senior dignitaries from SEBI.
Certain key activities undertaken by IPF to celebrate WIW 2025 are:
• Investor Awareness Programs (IAPs)
Conducted 949 IAPs in one week through our network of resourcepersons, regional officials (some jointly with SEBI officials), creatingawareness and educating the investors about various aspects ofinvestments through securities market at pan India level and invarious regional languages as applicable.
• Human Chain
As a part of investment awareness drive, the company organisedhuman chain at MIT School of Business, Pune with over one thousandstudents attended the same.
• Nukkad Natak
Arranged four events in Assam, three in Meghalaya, four in Nagalandand four in Arunachal Pradesh.
• Canvas Painting Contest
Arranged Financial Literacy awareness painting contest during WIW2025. This received huge response from posting on our social mediahandles.
• Panel discussion exclusively with Women participants
Arranged Panel discussion, theme was Shikshit Naari - Viksit Bharat -an event focused on investing and success stories by women of theirinvestment journey and how it empowered them.
• BSE building illumination
This year also we lit up the face of the iconic BSE Building during alldays of WIW 2025 carrying the logos of SEBI, BSE and WIW 2025 onthe face of the building.
G. GREEN INITIATIVE
As part of sustainability initiatives, the Company continues to promotepaperless communication by sending notices, annual reports, andother shareholder communications at the registered email addressesof shareholders. Those who have not yet registered their e-mailIDs are requested to register the same with the RTA in case ofphysical holdings and Depository Participants in case of electronicholdings with Depositories, to enable the Company to send thedocuments by the electronic mode.The Company also disseminatesBoard and Committee meeting agenda papers through a secureelectronic platform, thereby minimizing paper usage and supportingenvironmental conservation.
17. ACKNOWLEDGEMENTS
The Board sincerely thanks the Government of India, SEBI, RBI, IRDA,GIFT City Ltd., CERC, CERT-IN, the Government of Maharashtra, other
State Governments, and various government agencies for their continuedsupport, co-operation, and advice. The Board places on record its sincereappreciation and gratitude to the former Directors and those who concludedtheir tenure during the year, for their valuable contributions and expertguidance that played a significant role in the Company’s success.
The Board places on record its gratitude to the members of variouscommittees for their guidance and leadership and for providing valuablecontribution towards the functioning of respective committees during theyear.
The Board also acknowledges the support extended by trading members,issuers, investors in the capital market and other market intermediariesand associates.
The Board expresses sincere thanks to all its business associates,consultants, bankers, vendors, auditors, solicitors and lawyers for theircontinued partnership and confidence in the Company.
The Board further extends its sincere appreciation to all the employeesfor their dedication and contribution and to all the shareholders for theirtrust and confidence in the management of the Company. The Boardis also deeply touched by the efforts, sincerity and loyalty displayed bythe employees for their commitment, co-operation, and collaboration inadvancing the mission and vision of the Company towards achieving itsgoals.
The acknowledgement demonstrates transparency, accountability andappreciation for the collective efforts that contribute to the Company’sperformance and sustainability.
For and on behalf of the Board of Directors
Date: May 7, 2026 Subhasis Chaudhuri
Place: Mumbai Chairperson
(DIN:03042120)