Q3FY2025 Results of NSE

Document Summary

The document is a review report on the standalone and consolidated unaudited financial results of the National Stock Exchange of India Limited (NSE or the "Company") for the quarter and nine months ended December 31, 2024. The review was conducted by Price Waterhouse & Co Chartered Accountants LLP and is addressed to the Board of Directors of NSE.

Key Highlights:

• Financial Statement Review: The review focused on the "Statement of Standalone Unaudited Financial Results" and the "Statement of Consolidated Unaudited Financial Results" (collectively, the "Statements") for the specified periods, prepared in accordance with Regulation 33 of the Securities Contracts (Regulations) (Stock Exchanges and Clearing Corporations) Regulations, 2018 ("SECC Regulations") read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations, 2015"), as amended.
• Nature of Review: The review was conducted as per the Standard on Review Engagements (SRE) 2410, providing moderate assurance against material misstatements, but is not an audit, and therefore does not express an audit opinion.
• Absence of Material Misstatement: Based on the review, nothing came to the auditor's attention to suggest the Statements were not prepared in accordance with applicable accounting standards (Section 133 of the Companies Act, 2013) and Listing Regulations, 2015, or that they contained any material misstatements.
• SEBI Matters: The report draws attention to Note 3 (standalone) and Note 2 (consolidated) regarding orders passed by SEBI related to the Company's Colocation facility, Dark Fiber point-to-point connectivity, and Governance and Conflict of Interest matters. It notes the uncertainty of future outcomes but states that, barring the penalty of Rs. 100 crores, no provision has been recognized based on legal opinion. The auditors' conclusion is not modified regarding these matters.
• Auditor Independence: The review was performed by an independent auditor, adhering to the standards issued by the Institute of Chartered Accountants of India.

Standalone Financial Results Summary (Figures in crores unless otherwise stated):

• Total Income: ₹4,288.88 for the quarter ended December 31, 2024. ₹13,963.61 for the nine months ended December 31, 2024.
• Total Expenses: ₹1,173.02 for the quarter ended December 31, 2024. ₹4,320.37 for the nine months ended December 31, 2024.
• Profit Before Tax: ₹3,047.51 for the quarter ended December 31, 2024. ₹9,414.00 for the nine months ended December 31, 2024.
• Profit for the Period: ₹2,291.47 for the quarter ended December 31, 2024. ₹7,205.34 for the nine months ended December 31, 2024.
• Other Comprehensive Income (OCI): ₹(3.79) for the quarter ended December 31, 2024. ₹20.31 for the nine months ended December 31, 2024.
• Total Comprehensive Income: ₹2,287.68 for the quarter ended December 31, 2024. ₹7,225.65 for the nine months ended December 31, 2024.
• Paid-up Equity Share Capital: ₹247.50.
• Basic and Diluted EPS: ₹9.26 for the quarter ended December 31, 2024. ₹29.11 for the nine months ended December 31, 2024.

Consolidated Financial Results Summary (Figures in crores unless otherwise stated):

• Total Income: ₹4,806.55 for the quarter ended December 31, 2024. ₹14,780.08 for the nine months ended December 31, 2024.
• Total Expenses: ₹1,015.18 for the quarter ended December 31, 2024. ₹3,687.45 for the nine months ended December 31, 2024.
• Profit Before Tax: ₹4,914.67 for the quarter ended December 31, 2024. ₹12,109.40 for the nine months ended December 31, 2024.
• Profit for the Period: ₹3,815.42 for the quarter ended December 31, 2024. ₹9,138.32 for the nine months ended December 31, 2024.
• Total Comprehensive Income: ₹3,836.21 for the quarter ended December 31, 2024. ₹9,565.96 for the nine months ended December 31, 2024.
• Paid-up Equity Share Capital: ₹247.50.
• Earnings per equity share from continuing operations attributable to owners of National Stock Exchange of India Limited Basic and Diluted (Rs.): ₹15.42 for the quarter ended December 31, 2024. ₹36.93 for the nine months ended December 31, 2024.

Key Points & Notes on Financials:

• Voluntary Contribution to Core SGF: The Board approved a voluntary contribution of 2% of transaction charges to the Core Settlement Guarantee Fund (Core SGF).
• Bonus Issue: The Board recommended a bonus issue of 4:1, approved by shareholders on June 23, 2024. Paid-up equity share capital increased to Rs 247.50 crore, and EPS figures are restated accordingly.
• NSE Investments Limited Dividend: A wholly owned subsidiary, NSE Investments Limited, declared an interim dividend of Rs. 1,982.38 crores, but this is a non-adjusting event after the reporting period.
• TAP Architecture: NSE paid Rs. 643.05 crores towards TAP settlement, and a final settlement order was published by SEBI on October 4, 2024.
• Exceptional Items: Gain on disposal of investment in associate company i.e.Protean e-Gov Technologies Limited is reported as exceptional items.
• Discontinued Operations: NSEIT Limited transferred its Technology Business and a gain of Rs. 461.24 Crores was recognised.

Segment Information (Consolidated):

• The group operates in three segments: Trading Services, Clearing Services, and Others.
• Details of segment revenue, result, assets, and liabilities are provided, with inter-segment transactions eliminated.
• Treasury investments are not considered segment assets.
• Contribution to Core SGF by NSE Clearing Limited and NSE IFSC Clearing Corporation Limited are included in segment assets.

Other Considerations:

• The reports provide explanations on various matters including voluntary contributions to Core SGF, penalties levied by SEBI, show cause notices, bonus issues and taxation.
• The report also mentions pending legal matters with SEBI and notes the company's belief that it has strong grounds to contest related orders/appeals.
• Previous periods' figures have been regrouped/reclassified where necessary.
• As of December 31, 2024, total core SGF of NCL is Rs. 11,673.78 crores including Rs. 10,741.91 crores in F&O segment
• NSE Investments Limited disposed its entire 20.34% stake held in Protean e-Gov Technologies Limited and the resultant gain of Rs.1,154.93 crores on disposal has been recognised as an exceptional item in the Statement.
• NSEIT transferred its Technology Business (excluding Digital Examination Business) on a slump sale basis along with three of its other subsidiary companies, namely, Aujas Cybersecurity Limited, CXIO Technologies Private Limited and NSEIT (US) Inc. during the previous quarter ended September 30, 2024. Pursuant to the said transaction, a gain of Rs. 461.24 Crores (net of tax) has been recognized and disclosed in the Statement of Discontinued Operations
• NIL and NSEIT have entered into definitive agreements on January 31, 2025 with CL Educate Ltd for sale of 100% stake in NSEIT.

The report is signed by Amit Borkar, Partner, with Membership Number 109846 and UDIN: 25109846BMLWGJ3045. The place is Udaipur and the date is February 4, 2025. It is issued on behalf of the Board of Directors, signed by Ashishkumar Chauhan, Managing Director & CEO.