NSE India Limited Unlisted Shares Financial Reports

NSE India Limited Unlisted Shares

Price Waterhouse & Co Chartered Accountants LLP's independent auditor's report on the standalone financial results of the National Stock Exchange of India Limited (NSE or the "Company") for the year ended March 31, 2025, expresses an unqualified opinion, stating that the financial results present a true and fair view in conformity with Indian accounting standards and Regulation 33 of the Listing Regulations. The audit was conducted in accordance with the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013. Emphasis of Matter: Note 5 draws attention to orders passed by SEBI regarding preferential access to tick-by-tick data, Dark Fiber point-to-point connectivity, and governance/conflict of interest matters. The outcome is uncertain, and except for a penalty of Rs. 100 crores, no provision has been recognized based on legal opinion. The opinion is not modified in respect of this matter. Board of Directors' Responsibilities: The Board is responsible for preparing and presenting standalone financial results that give a true and fair view in accordance with Indian Accounting Standards and Regulation 33 of the Listing Regulations. This includes maintaining adequate accounting records, selecting appropriate accounting policies, making reasonable judgments, and implementing adequate internal financial controls. Auditor's Responsibilities: The auditor's objectives are to obtain reasonable assurance about whether the standalone financial results are free from material misstatement and to issue an auditor's report. This includes exercising professional judgment, maintaining skepticism, identifying and assessing risks of material misstatement, and evaluating the appropriateness of accounting policies and reasonableness of estimates. Other Matters: The standalone financial results include figures for the quarter ended March 31, 2025, which are balancing figures between audited full-year figures and published unaudited year-to-date figures. The standalone annual financial results have been prepared for the express purpose of complying with Regulation 33 of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Key Financial Data (Standalone): * Total Income: ₹19,823.26 crore * Total Expenses: ₹5,382.86 crore * Profit Before Tax: ₹14,206.31 crore * Profit for the period: ₹11,245.70 crore * Earnings per share: ₹45.44 The audit report is signed by Amit Borkar, Partner, with a membership number of 109846 and UDIN: 25109846BMLWGY6960, dated May 06, 2025, in Mumbai. Consolidated Financial Results: Price Waterhouse & Co Chartered Accountants LLP also audited the consolidated financial results of NSE and its subsidiaries and associates for the year ended March 31, 2025. An unqualified opinion is expressed, indicating a true and fair view in conformity with Indian accounting standards and Regulation 33 of the Listing Regulations. The consolidated financial results include the annual financial results of sixteen entities (NSE Clearing Limited, NSE Investments Limited, NSE IFSC Limited, NSE Administration and Supervision Limited, NSE Sustainability Ratings and Analytics Limited, NSE IFSC Clearing Corporation Limited, NSEIT Limited (Until February 20, 2025), NSE Data & Analytics Limited, NSE Indices Limited, NSE Infotech Services Limited, NSEIT (US) Inc. (Until September 30, 2024), Aujas Cybersecurity Limited (Until September 27, 2024), CXIO Technologies Private Limited (Until September 26, 2024), TalentSprint Private Limited, Cogencis Information Services Limited, NSE Academy Limited). Emphasis of Matter: Note 4 highlights SEBI orders regarding the colocation facility, Dark Fiber connectivity, and governance/conflict of interest matters. As in the standalone results, the outcome is uncertain, and a provision of Rs. 100 crores has been recognized. Responsibilities: The Board of Directors of the Holding Company are responsible for the preparation of the consolidated financial statements. Auditor's Responsibilities: This mirrors the standalone audit responsibilities, but extends to obtaining sufficient appropriate audit evidence regarding the financial results of entities within the Group and its associates. Key Financial Data (Consolidated): * Total Comprehensive income for the period :₹12,230.48 crore * Total equity: ₹30,353.33 crore Other Matters: The report refers to other auditors and financial statements. The report is signed by Amit Borkar, Partner, with a membership number of 109846 and UDIN: 25109846BMLWGZ7267, dated May 06, 2025, in Mumbai. The Board of Directors in their meeting held on May 6, 2025, recommended a final dividend of Rs. 35/- per equity share of Re. 1/- each (3500%) for the year ended March 31, 2025, subject to approval of the shareholders at the ensuing Annual General Meeting. This includes a special one-time dividend of Rs.11.46 per equity share. During the year ended March 31, 2025, NSE had paid an amount of Rs.643.05 Crores on September 25, 2024 in relation to the Trading Access Point (TAP) matter On April 22, 2025, NSE Academy Limited (NAL) divested its entire equity stake in TalentSprint Private Limited and Talensprint Inc for a total consideration of Rs. 245 crores.

NSE India Limited Unlisted Shares

The following is a comprehensive summary of the provided PDF, titled "Price Waterhouse & Co Chartered Accountants LLP Independent Auditor's Report," which includes the National Stock Exchange of India Limited's consolidated financial results for the year ended March 31, 2024: **Opinion on Consolidated Financial Results:** Price Waterhouse & Co Chartered Accountants LLP audited the Statement of Consolidated Financial Results for the year ended March 31, 2024, of the National Stock Exchange of India Limited (NSE), including its subsidiaries and associate companies. The report is prepared in accordance with Regulation 33 of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. In the auditor's opinion, the financial results present a true and fair view in conformity with accounting principles generally accepted in India and include the annual financial results of the listed subsidiary entities. The consolidated financial results include the results for the quarter ended March 31, 2024. **List of Subsidiaries and Associates:** The consolidated financial results include those of the following subsidiaries: NSE Clearing Limited, NSE Investments Limited, NSE IFSC Limited, NSE Administration and Supervision Limited, NSE Sustainability Ratings & Analytics Limited, NSE IFSC Clearing Corporation Limited, NSEIT Limited, NSE Data & Analytics Limited, NSE Indices Limited, NSE Infotech Services Limited, NSEIT (US) Inc., Anjas Cybersecurity Limited, NSE Academy Limited, NSE Foundation, TalentSprint Private Limited, Cogencis Information Services Limited, CXIO Technologies Private Limited, and TalentSprint Inc. The following are listed as associate companies: National Securities Depository Limited, India International Bullion Holding IFSC Limited, Power Exchange India Limited, Protean eGov Technologies Limited, Market Simplified India Limited, Receivables Exchange Of India Limited, Indian Gas Exchange Limited and Capital Quant Solutions Private Limited. **Basis for Opinion:** The audit was conducted in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013. The auditors have fulfilled their ethical responsibilities in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India. The audit evidence obtained is considered sufficient and appropriate to provide a basis for the opinion. **Emphasis of Matter:** Note 3 of the consolidated financial results relates to orders passed by SEBI concerning preferential access to tick-by-tick data at the Holding Company's Colocation facility, Dark Fiber point-to-point connectivity, and Governance and Conflict of Interest matters, as well as adjudication orders. These matters are under appeal with the Hon'ble Securities Appellate Tribunal or the Hon'ble Supreme Court, and their future outcome is uncertain. Based on legal opinion, no provision for liability has been recognized, except for the penalty amount of Rs. 100 crores. This does not modify the auditor’s opinion. **Board of Directors' Responsibilities:** The Board of Directors is responsible for the preparation and presentation of consolidated financial results that provide a true and fair view in accordance with Indian Accounting Standards and Regulation 33 of the Listing Regulations. This includes maintaining adequate accounting records, selecting and applying appropriate accounting policies, making reasonable judgments and estimates, and implementing and maintaining adequate internal financial controls. The Board of Directors also assesses the ability of the Group and its associate companies to continue as a going concern. **Auditor's Responsibilities:** The auditor's objectives are to obtain reasonable assurance about whether the consolidated financial results are free from material misstatement, whether due to fraud or error, and to issue an auditor's report. This includes exercising professional judgment, maintaining professional skepticism, identifying and assessing risks of material misstatement, designing and performing audit procedures, and obtaining sufficient audit evidence. The auditor is also responsible for understanding internal control relevant to the audit and expressing an opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls. **Other Matters:** The report references reliance on other auditors for certain subsidiaries and an associate company, stating their opinion is based solely on the reports of other auditors and the procedures performed. It also includes unaudited financial statements/financial information of one subsidiary and five associate companies provided by Management that has been used for the basis of the opinion. The auditor's opinion is not modified regarding reliance on other auditors' work and the management's financial statements/results. The consolidated financial results include the results for the quarter ended March 31, 2024, which are neither subject to limited review nor audited. **Financial Highlights (Year Ended March 31, 2024):** * **Total Income:** ₹16,433.61 crores * **Total Expenses:** ₹3,608.90 crores * **Profit Before Tax:** ₹11,184.28 crores * **Profit for the year:** ₹8,305.74 crores * **Earnings per share (Basic and Diluted):** ₹167.79 * **Segment Revenue:** Trading ₹13,586.63 crores, Clearing ₹2,018.20 crores, Others ₹968.46 crores * **Total Assets:** ₹65,464.00 crores * **Total Equity:** ₹23,973.88 crores * **Total Liabilities:** ₹32,579.67 crores **Segment Information:** The Group has identified the following segments: Trading Services, Clearing Services, and Others. Transactions between segments are carried out at arm's length. The Chief Operating Decision Maker (CODM) primarily uses a measure of profit before tax to assess the performance of the operating segments. Details on segment revenue, result, assets, liabilities, capital expenditure, and depreciation/amortization are provided. **Additional Notes:** * The Board of Directors recommended a dividend of 9000% (Rs. 90 per equity share of Re. 1 each). * The Board recommended the issuance of bonus equity shares in the proportion of 4:1. * The Board decided to appropriate Rs. 1,950 crores from retained earnings to a separate reserve for risk capital management. * Ongoing legal matters and disputes with SEBI regarding colocation facilities, dark fibre, and other governance issues are noted. Certain penalties have been paid, and other matters are under appeal. A provision of Rs. 100 crores has been made against an appeal. * NSE is working with SEBI to resolve issues regarding a trading halt in February 2021. * There are several issues about orders/appeals/notices by the SEBI related to the NSE colocation facilities, Dark Fibre and Governance and conflict of interest related matters. * Details of the NCL's Core SGF are provided including contributions from various entities. * NSE Investments Limited (NIL) divested 4.71% stake in Protean eGov Technologies Limited, which has resulted in profit of Rs.81.43 crores. * Details on discontinued operations are given for the Education Business and Technology Business. This summary captures the essential information from the auditor's report, including the financial performance of NSE and its subsidiaries, key regulatory issues, and important board decisions. It aims to provide a comprehensive overview of the document without omitting critical details.