|
The Board of Directors ("Board") presents the 21st
Annual Report of BSE Limited ("the Company" or "BSE" or
"Exchange") together with the audited financial statements for the Financial
Year ended March 31, 2026.
1. STATE OF COMPANY'S AFFAIRS
A. FINANCIAL SUMMARY AND HIGHLIGHTS
The financial performance for Financial Year ("FY") 2025-26
is summarised in the following table:
( Rs in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
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 |
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 |
1,47,516 |
3,23,372 |
1,66,568 |
| Share of profits of associates |
- |
- |
6,542 |
8,259 |
| Profit before tax |
3,08,721 |
1,47,516 |
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 |
2,33,416 |
1,11,245 |
2,48,725 |
1,32,232 |
| Net profit attributable to the Shareholders of the Company |
2,33,416 |
1,11,245 |
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 |
2,33,473 |
1,10,967 |
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 (Rs) |
56.27 |
27.00* |
60.32 |
32.06* |
| Basic and diluted after exceptional items Continuing
operations (Rs) |
56.66 |
27.00* |
60.32 |
32.06* |
| Basic and diluted after exceptional items Discontinued
operations (Rs) |
- |
- |
0.29 |
0.12* |
| Basic and diluted after exceptional items Total
operations (Rs) |
56.66 |
27.00* |
60.61 |
32.18* |
* Pursuant to the approval of the Shareholders through Postal ballot,
the Company had issued 27,46,52,718 bonus equity shares of face value Rs 2/- each, in the
ratio of 2 (Two) equity shares for every 1 (one) equity share held by the equity
shareholders whose names appeared in the Register of Members on May 23, 2025, being the
"Record Date".Accordingly, as per 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 Rs 5,14,810 Lakh,
reflecting an increase of Rs 1,91,179 Lakh (up by 59%) from Rs 3,23,631 Lakh over previous
FY 2024-25. The net profit after tax was higher by Rs 1,16,493 Lakh (up by 88%) from Rs
1,32,232 Lakh in previous FY 2024-25 to Rs 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 Rs 4,83,634
Lakh, reflecting an increase of Rs 1,92,359 Lakh (up by 66%) from Rs 2,91,275 Lakh over
previous FY 2024-25. The net profit after tax was higher by Rs 1,22,171 Lakh (up by 110%)
from Rs 1,11,245 Lakh for the previous FY 2024-25 to Rs 2,33,416 Lakh for current FY
2025-26.
B. DIVIDEND
Pursuant to the Dividend Distribution Policy of the Company, the Board
of Directors at their Meeting held on May 7, 2026, has recommended a final dividend of Rs
10/- per equity share of face value of Rs 2/- each fully paid up for the FY ended March
31, 2026. This proposal is subject to approval by the Shareholders at the Twenty-First
Annual General Meeting ("AGM") scheduled on August 19, 2026, and will result in
a total payout of Rs 41,198 Lakh. Shareholders holding shares as on Friday, July 10, 2026,
("Record Date"), will receive the dividend, which will be paid within statutory
timelines after tax deductions.
For more information on tax deductions, please see the section titled
Tax Deducted at Source ("TDS") on Dividend in the notes accompanying the AGM
Notice. Further, for shares held in abeyance under Clause 5.3 of the BSE (Corporatisation
and Demutualisation) Scheme, 2005 (hereinafter referred to as the "BSE
Demutualisation Scheme") dividend as may be declared by the Company from time to time
are being provided for and would be payable on the allotment of these shares. Brief
details about the shares being kept in abeyance by the Company are given in Share
Capital' section.
C. TRANSFER TO RESERVES
The Company has not transferred any amount to the reserves during the
year under review.
D. INVESTOR RELATIONS
The Company is committed to setting a high standard in investor
relations by adopting best practices and fostering mutual understanding with both Domestic
and International investors.
To achieve this, the Company strives for excellence in its investor
engagement efforts through various formats, including physical, video, and audio meetings,
structured conference calls, and regular interactions such as one-on-one meetings,
investor conferences, quarterly earnings calls, and analyst meetings.
The leadership team, including the MD & CEO, Chief Financial
Officer, Chief Business Officer, Chief Product, Policy & Strategy, and Investor
Relations Officer, 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 Company held four quarterly earnings
calls that were well attended by both investors and analysts. It is important to note that
no unpublished price-sensitive information (UPSI) was shared in any of the abovementioned
meetings. The Company ensures access to important information for all investors by
publishing it on the National Stock Exchange of India Limited (NSE), where the
Company's securities are listed. In addition, such information is simultaneously made
available on the Company's website.
E. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the date of this report.
Further, there has been no change in the nature of the Company'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 and the operations
of the Company in future.
2. SHARE CAPITAL
As of March 31, 2026, the total paid-up equity share capital of the
Company stood at Rs 81,57,68,154 comprising 40,78,84,077 equity shares of face value Rs
2/- each.
The paid-up equity share capital increased from Rs 27,07,52,718
(13,53,76,359 equity shares) to Rs 81,57,68,154 (40,78,84,077 equity shares) during the
year pursuant to the issue of bonus shares and subsequent allotment of shares held in
abeyance under the BSE Demutualisation Scheme, as detailed below:
CHANGE IN PAID-UP SHARE CAPITAL Bonus 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 Equity Share of Rs2/- each. Accordingly, the
Shareholders approved the issue of 27,46,52,718 bonus equity shares through postal ballot
on May 9, 2025. Subsequently, the Company allotted 27,07,52,718 bonus equity shares on May
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 39,00,000
equity shares of Rs2/- each held by 10 trading members of erstwhile BSE, pursuant to BSE
Demutualisation Scheme, was kept in abeyance, along with the accumulated corporate
benefits thereon, and the same forms part of issued share capital of the Company.
Accordingly, the share allotments pursuant to the bonus issue resulted
in an increase in paid-up equity share capital of the Company from 13,53,76,359 equity
shares of Rs 2/- each to 40,61,29,077 equity shares of Rs2/- each.
Allotment of shares held in Abeyance:
Pursuant to Clause 5 of the BSE Demutualisation Scheme, which was
approved by SEBI vide its notification dated May 20, 2005, every Trading Member holding
membership rights of the Exchange, or their nominee, as applicable, as of the specified
record date, was entitled to receive 10,000 equity shares of face value Rs 1/- each in
exchange for their membership rights of erstwhile BSE. Subsequently, upon consolidation of
Company's share capital, such entitlement has been revised to 5,000 equity shares
with a face value of Rs 2/- each. All corporate benefits, including dividends and bonus
shares, declared by the Company from time to time in respect of the shares kept in
abeyance are being accounted for and shall be payable upon the allotment of such shares.
During FY 2025-26, the Company allotted a total of 17,55,000 equity
shares of face value of Rs 2/- each, along with the applicable corporate benefits, in
respect of three abeyance cases where the entitlement to shares had been kept in abeyance
pursuant to the BSE Demutualisation Scheme. Accordingly, the said allotment resulted in an
increase in the paid-up equity share capital of the Company from 40,61,29,077 equity
shares of Rs2/- each to 40,78,84,077 equity shares of Rs2/- each.
As of March 31, 2026, the entitlements of seven Trading Members
continue to remain in abeyance due to various reasons. All corporate benefits, including
dividends, accruing on such shares are being appropriately accounted for and shall be
disbursed upon the eventual allotment of these shares.
3. INVESTOR EDUCATION AND PROTECTION FUND_ A. TRANSFER OF UNCLAIMED
DIVIDEND
As per Section 124 of the Companies Act, 2013 ("the Act") and
the Investor Education and Protection Fund Authority ("IEPF") Rules, any unpaid
or unclaimed dividend for seven consecutive years must be transferred to the IEPF
Authority set up by the Central Government. Consequently, the Company has transferred the
following amounts to the IEPF Authority this financial year:
| Type of Dividend |
Financial Year |
Dividend Per Share |
Date of Declaration |
Date of Transfer |
Amount Transferred |
| 1. Final Dividend |
2017-2018 |
Rs 31/- |
August 2, 2018 |
October 01, 2025 |
Rs 22,73,137 |
| 2. Interim Dividend |
2018-2019 |
Rs 5/- |
November 30, 2018 |
January 27, 2026 |
Rs 3,12,875 |
B. TRANSFER OF SHARES
As per IEPF Rules, 2016, equity shares with unclaimed dividends for
seven consecutive years must be transferred to the IEPF Authority's Demat Account
within thirty days of becoming due. The Company had sent periodical reminders /issued
public notices to claim such unclaimed dividends in order to avoid transfer of
corresponding shares to IEPF Authority.
Accordingly, the Company has transferred the following shares to the
IEPF Authority this financial year:
| Type of Dividend |
Financial Year |
Date of Transfer of Shares to IEPF
Authority |
No. of Shares Transferred to IEPF Authority |
No. of shareholders whose shares were
transferred to IEPF Authority |
| 1. Final Dividend |
2017-2018 |
September 29, 2025 |
1,762 |
12 |
| 2. Interim Dividend |
2018-2019 |
January 28, 2026 |
3,102 |
21 |
Shareholders can reclaim both unclaimed dividends and shares from the
IEPF 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) have been
transferred to IEPF, may contact the Company or Registrar & Transfer Agent (RTA) and
submit the required documents for issuance of Entitlement Letter. The Shareholders shall
attach the Entitlement Letter and other required documents and file web Form IEPF-5
available on www.mca.gov.in for claiming the dividend(s) and/or share(s).
No claims shall lie against the Company in respect of the unclaimed
dividends and shares transferred to the IEPF Authority and all benefits accruing on such
shares, if any, shall also be transferred to the IEPF Authority.
C. DETAILS OF NODAL OFFICER
Name : Shri Vishal Bhat, Company Secretary & Compliance Officer
E-mail : vishal.bhat@bseindia.com
D. YEARLY AMOUNT OF UNCLAIMED DIVIDENDS REMAINING IN THE UNPAID ACCOUNT
AS OF MARCH 31, 2026, ALONG WITH THE ASSOCIATED SHARES THAT ARE SUBJECT TO TRANSFER TO THE
IEPF, INCLUDING THE DEADLINES FOR SUCH TRANSFER:
| Date of declaration of Dividend |
Number of Shareholders against whom
Dividend amount is unclaimed |
Number of shares against whom Dividend
amount is unclaimed |
Amount Unclaimed as on March 31, 2026 ( Rs
) |
Due date of transfer of Unclaimed Dividend
to IEPF* |
| 14th Final Dividend (FY 2018-19) AGM held on July
15, 2019 |
1,458 |
49,814 |
12,45,350 |
August 18, 2026 |
| 15th Final Dividend (FY 2019-20) AGM held on July
30, 2020 |
1,857 |
91,450 |
14,10,698 |
August 30, 2027 |
| 16th Final Dividend (FY 2020-21) AGM held on
August 24, 2021 |
2,099 |
1,02,523 |
19,49,666 |
September 23, 2028 |
| 17th Final Dividend (FY 2021-22) AGM held on July
14, 2022 |
2,783 |
1,69,162 |
21,89,208 |
August 16, 2029 |
| 18th Final Dividend (FY 2022-23) AGM held on
August 31, 2023 |
2,574 |
1,62,881 |
18,76,242 |
October 2, 2030 |
| 19th Final Dividend (FY 2023-24) AGM held on July
15, 2024 |
3,421 |
1,74,482 |
24,63,496 |
August 15, 2031 |
| 20th Final Dividend (FY 2024-25) AGM held on
August 20, 2025 |
3,190 |
1,22,667 |
26,71,610 |
September 19, 2032 |
* The unclaimed and unpaid amount as on the due date will be
transferred within 30 days.
Shareholders are encouraged to claim their outstanding or unclaimed
dividends to prevent the transfer of such dividends and the related shares to the IEPF by
contacting our RTA, KFin Technologies Limited at einward.ris@kfintech.com or to the
Company at bse.shareholders@ bseindia.com.
4. MANAGEMENT
A. DIRECTORS AND KEY MANAGEMENT PERSONNEL
As of March 31, 2026, the Board consists of eight Directors, which
includes six 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 Exchanges and Clearing
Corporations) Regulations 2018, ("SECC Regulations"), the Company has 15 Key
Management Personnel (including Key Managerial Personnel as defined under the Companies
Act, 2013) as of March 31, 2026. These individuals have also been designated as Senior
Management of the Company as per the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations").
As of the date of this report, in accordance with Section 203(1) of the
Companies Act, 2013, Shri Sundararaman Ramamurthy, Managing Director & CEO, Shri
Deepak Goel, Chief Financial Officer, and Shri Vishal Bhat, Company Secretary &
Compliance Officer, are designated as the Key Managerial 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 a term of three years. In
the opinion of the Board, Shri Rajiv Bansal and Dr. Santanu Paul are persons of integrity
and fulfil the requisite conditions as prescribed under the applicable laws.
Sushri Jayshree Vyas, PID, completed her second term and accordingly
ceased 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 the accompanying reasons,
was disseminated by the Company to the Stock Exchange vide intimation dated August 21,
2025.
Shri Jagannath Mukkavilli, NID, was subject to retirement by rotation
and, being eligible, was re-appointed during the 20th AGM on August 20, 2025.
Necessary approval from SEBI was received. As the sole director subject to retirement by
rotation, he will be retiring at the upcoming AGM and has expressed his willingness to be
re-appointed. A resolution requesting shareholders' approval, along with other
necessary 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 changes in Key
Management Personnel (as per SECC Regulations) / Senior Management (as per Listing
Regulations) please refer the relevant section 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 of Conduct for Governing Board, Directors, Committee Members, KMP and
Senior Management. Furthermore, all PIDs have provided declarations in line with Rule 6(3)
of the Companies (Appointment and Qualification of Directors) Rules, 2014, confirming no
circumstances exist that could impair their independent judgment or influence their
duties. There have been no changes affecting their status as PIDs.
C. DECLARATION BY THE COMPANY
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of
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 the year, attendance
of Directors at the Meetings and constitution of various Committees of the Board are
included separately in the Corporate Governance Report forming part of this Annual Report.
E. AUDIT COMMITTEE RECOMMENDATIONS
All recommendations of Audit Committee were approved by the Board of
Directors during the year.
F. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, INDIVIDUAL
DIRECTORS AND INDEPENDENT EXTERNAL PROFESSIONALS
The annual performance evaluation of the Directors (including
Chairperson), Independent External Professionals, Committees and the Board as a whole was
carried out in compliance with the requirements of applicable Act and Regulations. For
criteria and manner of performance evaluation kindly refer the 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 of Managerial Personnel) Rules,
2014 and SECC Regulations, a statement containing the remuneration details of Directors,
KMPs and employees is annexed as Annexure A.
H. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board, to the best of its
knowledge and ability, confirms that:
a) In the preparation of the annual accounts for the financial year
ended March 31, 2026, the applicable Accounting Standards had been followed along with
proper explanation relating to material departures;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as of March 31, 2026,
and of the profit of the Company for the financial year ended March 31, 2026;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) The Directors have prepared the annual accounts on a going concern
basis;
e) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
I. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has maintained adequate internal financial controls over
financial 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 the
Company.
b) Provide reasonable assurance that transactions are appropriately
recorded to permit preparation of financial statements in accordance with Indian
Accounting Standards notified under the Companies (Indian Accounting Standards) Rules,
2015, as amended from time to time, and that receipts and expenditures of the Company are
being made only in accordance with authorization of management and Directors of the
Company, and
c) Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Company's assets
that could have a material impact on the financial statements. Such internal financial
controls over financial reporting were operating effectively as of March 31, 2026, based
on the criteria established in the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission in 2013.
J. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
K. IMPLEMENTATION OF CORPORATE ACTION
During the year under review, the Company has complied with the
specified time limit for implementation of Corporate Actions.
L. ANNUAL RETURN
The draft Annual Return in Form MGT-7, prepared as per Section 92(3) of
the Act for the FY 2025-26 is placed on the website of the Company at
https://www.bseindia.com/investor-relations/annual-reports
5. SUBSIDIARIES AND ASSOCIATES
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiaries
and associates in Form AOC-1 is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the
standalone and consolidated financial statements of the Company, along with relevant
documents and separate audited financial statements in respect of subsidiaries, are
available on the website of the Company at https://www.
bseindia.com/investor-relations/annual-reports.
Additionally, during the year under review and up to this Report, the
following changes occurred:
BSE Institute Limited ceased to be the subsidiary of the Company w.e.f.
May 2, 2025.
BFSI Sector Skill Council of India ceased to be the subsidiary of the
Company and became an Associate w.e.f. May 2, 2025.
BSE Institute of Research Development & Innovation ceased to be
subsidiary of the Company w.e.f. May 2, 2025.
BSE Technologies Private Limited (BTPL), a wholly owned subsidiary of
BSE Limited divested its entire stake in Ebix Insuretech Private Limited (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 from
the public within the meaning of Section 73 & Section 76 of the Act and the Rules made
thereunder.
7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of investments made by the Company are provided in Note
Nos. 7, 8 & 9 of the Notes to the Standalone Financial Statements. Further, the
Company has not issued any guarantees or securities to any person or entity and has not
engaged in making loans or advances that could be classified as loans to firms or
companies where the directors of the Company hold an interest.
8. AUDITORS
A. 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 of the Company to be
held in the year 2027.
The Statutory Auditors have confirmed that they are not disqualified
from continuing 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 Company for FY 2025-26.
During the year, the Auditors have not reported any fraud to 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 as the
Secretarial Auditor of the Company for a term of five consecutive years commencing from FY
2025-26 till FY 2029-30.
Dhrumil M. Shah & Co. LLP have conducted the Secretarial Audit of
the Company for FY 2025-26. The Secretarial Auditor's report does not contain any
qualifications, reservations, or adverse remarks for FY 2025-26, and is enclosed as
Annexure B to this report.
C. INTERNAL AUDITOR
M/s. Aneja Associates, the Internal Auditors of the Company have
carried out Internal Audit for FY 2025-26. The reports and findings of the Internal
Auditors are reviewed by the Audit Committee.
D. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of Cost Audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for
the business activities carried out by the Company.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN 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 energy
footprint by continuously upgrading its corporate infrastructure to state-of-the-art,
energy-efficient technologies. During the FY 2025-26, the Company focused on expanding the
scale, depth, and footprint of its ongoing energy-saving initiatives across its premises.
Key interventions and progress achieved during the year include:
HVAC Infrastructure & Demand-Based Cooling: Building upon prior
structural shifts, the Company progressively expanded the installation of floor-wise
Variable Refrigerant Flow (VRF) systems to replace conventional split air conditioning
systems. This has enhanced part-load efficiency and enabled precise, demand-based cooling
across renovated operational zones. Additionally, Time-of-Day (ToD) optimization protocols
were rigorously implemented within central chiller operations to systematically shift
heavy energy loads to lower-tariff periods, achieving notable cost and resource
efficiencies.
Smart Lighting Automation: The transition to high-efficiency Light
Emitting Diode (LED) fixtures was scaled up significantly across the facility. To maximize
energy conservation, these installations were systematically coupled with localized motion
sensor-based automation across newly renovated floors, ensuring zero idle energy
consumption by automatically extinguishing lights in unoccupied zones.
Advanced Air Handling Units (AHUs): The Company successfully scaled its
Proof of Concept (PoC) for Brushless Direct Current (BLDC) motors within its Air Handling
Units. This transition to variable speed operation has demonstrated significantly low
baseline electricity consumption while enhancing thermal comfort management.
Vertical Transportation Efficiency: Modernization of the
building's vertical transit infrastructure continued through the deployment of
gearless lift systems equipped with regenerative braking technology. This system captures
kinetic energy during operation and feeds it back into the building's internal power
grid, optimizing cumulative operational efficiency.
Impact of Mitigation Measures: The cumulative effect of these expanded
technological interventions spanning automated climate control, smart lighting systems,
and regenerative mechanics has resulted in a measurable reduction in baseline energy
intensity across the Company's headquarter facilities, directly supporting our
corporate carbon mitigation goals.
II. The steps taken by the Company for utilizing alternate sources of
energy:
The Company has taken proactive steps to transition its energy mix
toward cleaner, sustainable alternatives.
During the year under review, the Company entered into a strategic
green energy procurement arrangement with its electricity distribution licensee, the
Brihanmumbai Electric Supply and Transport (BEST) Undertaking. Under this initiative, the
Company has committed to sourcing 25% of its total institutional power consumption through
BEST's certified green energy pool, derived entirely from renewable sources.
While this green tariff arrangement represents an increased financial
outlay by way of a premium rate, it underscores the Company's commitment to
indirectly funding and expanding the renewable energy ecosystem in India. This procurement
strategy is further complemented by the structural integration of high-performance,
double-glazed fa?ade glass across the building envelope, minimizing solar heat gain and
maximizing natural daylighting to reduce overall dependence on grid power.
III. The capital investment on energy conservation equipment-
Capital investments in energy conserving assets are systematically
integrated into ongoing physical infrastructure upgrade.
During the FY 2025-26, the Company allocated a total capital
expenditure of Rs 15.32 Crores towards high efficiency technological upgrades, including
building fa?ade modernization by replacing conventional glass layers with high
performance double-glazed insulated units (DGUs) which is certified for thermal isolation,
floor-wise Variable Refrigerant Flow (VRF) systems, variable speed/BLDC motors for Air
Handling Units (AHUs), sensor integrated smart LED fixtures, and gearless vertical
transportation system.
B. TECHNOLOGY ABSORPTION
The Company continues to play a crucial role in the growth narrative of
India, serving as a significant facilitator of capital formation. Technology continues to
remain the cornerstone of the Company's operations, enabling sustainable growth,
enhanced market efficiency, and regulatory compliance.
I. Resilience in technology and processes of MII, in delivery of its
core functions
During FY 2025-26, BSE continued to strengthen the resilience of its
technology infrastructure and operating processes that support its core market functions.
The organization maintained 100% availability across its core and critical systems during
the year, thereby ensuring uninterrupted delivery of essential services and reinforcing
confidence in the reliability and stability of its market infrastructure.
II. Advanced Trading Infrastructure
The company undertook significant capacity enhancement measures during
the year. In the equity derivatives segment, order processing capacity was increased from
1,200 crore to 2,000 crore order messages per day, while peak burst-handling capability
improved from 14 lakh to 22 lakh orders per second.
These measures, supported by infrastructure augmentation, hardware
upgrades, system optimisation, and improved monitoring, have enhanced scalability and
created adequate headroom for future growth in trading activity.
III. Strengthening Risk Management
The Company continues to operate a comprehensive automated risk
management and surveillance framework designed to maintain market integrity, ensure
orderly trading, and protect investor interests. These systems are continuously upgraded
to adapt to evolving regulatory requirements and market dynamics, thereby reinforcing
investor confidence.
IV. Business Continuity and Disaster Recovery Preparedness
BSE further advanced its business continuity and disaster recovery
preparedness by establishing one-to-one correspondence between the Primary Data Centre and
the Disaster Recovery site, thereby enabling live trading 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
from the DR site for three consecutive days. The organisation also strengthened staffing
readiness at the DR site through targeted role mapping, capability enhancement, and
structured training interventions.
V. Technology upgrades in StAR MF platform
The Company's StAR Mutual Fund Platform is the leading mutual fund
transaction processing platform in India.
The Company continues to strengthen the StAR Mutual Fund Platform, the
leading mutual fund transaction processing platform in India, through targeted technology
modernization initiatives. During the year, the platform was enhanced with an event-driven
microservices architecture, enabling modular, API-driven integrations and improved
scalability. These upgrades have resulted in faster transaction processing, increased
system throughput, and enhanced operational reliability. Further, optimization of
intra-day processes for sharing transaction and settlement data with Registrars and
Transfer Agents has enabled a higher proportion of transactions to be processed and
settled closer to the prescribed daily cutoff timelines, thereby improving overall
efficiency.
VI. Implementation of Solace-based OTD Platform
The Exchange has successfully implemented a Solace-based Online Trade
Dissemination (OTD) platform with integrated Disaster Recovery (DR) as part of its ongoing
initiatives to strengthen core market infrastructure. The salient features of the
implementation are as follows:
The platform delivers near-zero data loss (RPO 0) and rapid failover
capabilities, thereby ensuring continuity of trade dissemination and minimizing disruption
risks to member Risk Management Systems.
The platform is designed with a high-performance, low-latency
architecture, enabling sub-millisecond message dissemination and supporting
high-throughput event streaming during peak market conditions.
The solution enhances participant experience through reliable and
real-time data feeds, improving risk monitoring efficiency for trading members.
The platform is scalable to support 2 3x growth in transaction volumes,
providing a robust and future-ready foundation to accommodate increasing market activity
and product expansion while maintaining resilience and operational efficiency.
VII. Technology Modernization Initiatives
In parallel, BSE progressed its technology modernization agenda through
the deployment of six AI-based projects, implementation of the ITRS Geneos real-time
full-stack observability platform, and continued modernization of data centre
infrastructure, including upgrades to power and cooling systems, expansion of co-location
capacity by 136 racks, and enhancement of automation and security controls. Taken
together, these initiatives underscore BSE's continued commitment to resilient,
scalable, and future-ready market infrastructure.
C. CYBER SECURITY, TECHNOLOGY ABSORPTION AND CERTIFICATION
Cyber security is a strategic pillar aligned with the Company's
business and IT objectives, ensuring secure, resilient, and uninterrupted operations.
Through a Zero Trust framework, robust security controls, and a 24x7
Next-Generation Security Operations Centre (SOC) leveraging advanced analytics and machine
learning, the Company proactively detects and responds to evolving cyber threats.
Additionally, a dedicated Market Security Operations Centre (MSOC) has been established
for Members and Brokers in compliance with SEBI requirements.
The Company's cyber security framework is built on a strong
foundation of People, Process, and Technology, combining continuous security awareness,
social engineering simulations, robust governance practices, secure-by-design principles,
resilience testing, and SEBI-aligned cyber maturity 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 initiatives
enhance cyber resilience, protect critical assets, ensure regulatory compliance, and
reinforce stakeholder trust.
Certification
The Company has successfully obtained Information Security Management
System ISO 27001:2022 and Business Continuity Management System ISO 22301:2019
certifications
Disclosures a) The efforts made towards technology absorption
The Company continued to actively explore and adopt innovative
technologies. The Company witnessed a significant increase in volumes during the year
requiring the Company to invest in adopting new technologies.
The Company has taken the lead in implementation of:
Upgradation and enhancements in infrastructure
Implementation of newer technologies to meet key business and
regulatory 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 of
costs pushing itself to build and adopt efficient technological solutions. There is
significant focus on innovation in deployment of technology while supporting business
growth and a fast-evolving regulatory landscape.
c) In case of imported technology (imported during the last three years
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 taken place,
and the reasons thereof - Not Applicable
v. The expenditure incurred on Research and Development - Not
Applicable
D. FOREIGN EXCHANGE EARNING AND OUTGO
The particulars of Foreign Exchange Earnings and outgo during the year
under review are furnished hereunder: Foreign Exchange Earning: Rs 5,318 Lakh (Previous
Year: Rs 3,895 Lakh) Foreign Exchange Outgo: Rs 560 Lakh (Previous Year: Rs 244 Lakh)
10. RISK MANAGEMENT AND COMPLIANCE
Risk Management is an integral part of BSE's governance and
operational framework. The Company has established a Board-approved Enterprise Risk
Management (ERM) Framework and Policy that provides a structured and comprehensive
approach for identification, assessment, mitigation, monitoring, and reporting of risks
across the enterprise. The framework covers business, operational, financial, compliance,
and emerging risks, including geopolitical and external risks, and supports the
achievement of strategic objectives while minimizing potential adverse impacts on the
organization and its stakeholders.
The ERM Framework is aligned with applicable regulatory requirements
and industry-leading governance practices, enabling the Company to proactively manage
risks in an evolving business environment and strengthen organizational resilience.
The Company's Board of Directors has established a Risk Management
Committee ("RMC") to supervise the ERM Framework, oversee risk mitigation,
monitor the overall risk management function, and ensure its effectiveness. Additionally,
the Audit Committee provides further oversight concerning financial risks and controls.
The ERM is reviewed periodically by the RMC and the Board to ensure its effectiveness in
identifying and mitigating risks.
Management at BSE identifies significant existing and emerging risks
and prioritizes mitigation actions based on their potential impact on operations and
shareholder value. These risks are assessed based on likelihood and impact on operations,
financial performance and reputation, and are reviewed periodically in light of the
dynamic business environment. Through its robust risk governance structure and proactive
risk management practices, BSE seeks to enhance business sustainability, protect
stakeholder interests, and create long-term value.
11. COMPANY'S POLICIES
A. POLICY ON NOMINATION AND REMUNERATION
The Company's Nomination and Remuneration Policy (NRC Policy)
outlines the criteria for assessing the qualifications, positive traits, and independence
of a director. The NRC Policy offers direction regarding the appointment and dismissal of
Directors & Key Managerial Personnel/ Key
Management Personnel / Senior Management (KMPs'), as well as
the remuneration for Directors, KMPs, and employees of the Company. During the year, in
accordance with amendments to SECC Regulations and other relevant laws/Regulations,
necessary modifications were implemented in the policy.
The NRC policy can be accessed on the Company's website at
https://www.bseindia.com/investor-relations/corporate-governance/ corporategovernance
B. POLICY ON CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company has constituted a Committee in accordance with Section 135
of the Act. The Annual Report on CSR activities as per the Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been annexed to this Report as Annexure C.
The CSR policy is available on the website of the Company at
https://www.bseindia.com/investor-relations/corporate-governance/ corporategovernance.
C. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has in place a Vigil Mechanism / Whistle Blower Policy
pursuant to Regulation 22 of the Listing Regulations and Section 177(9) and (10) of the
Act and SECC Regulations, enabling stakeholders to report any concern of unethical
behaviour, suspected fraud, or violation.
The said policy inter alia provides safeguard against victimization of
the Whistle Blower. Stakeholders, including Directors and Employees, have direct access to
the Chairperson of the Audit Committee.
During the year under review, no stakeholder was denied access to the
Chairperson of the Audit Committee.
The Whistle Blower Policy is available on the website of the Company at
https://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 were on arm's length basis and in the ordinary course of business and
were in compliance with the applicable provisions of the Act and the Listing Regulations.
There was no material RPT transacted by the Company during the year that required
Shareholders' approval under Regulation 23 of the Listing Regulations. None of the
transactions with related parties fell under Section 188(1) of the Act. The disclosure of
RPTs as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the
Company for FY 2025-26 and hence does not form part of this report.
The RPT Policy Framework is available on the website of the Company at
https://www.bseindia.com/investor_relations/corporategovernance.html
E. POLICY ON MATERIAL SUBSIDIARY
As required under Regulation 16(1)(c) of Listing Regulations, the
Company has in place and adopted a policy for determining Material Subsidiaries.
For FY 2025-26, Indian Clearing Corporation Limited ("ICCL")
is the material subsidiary 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 the
website of the Company at https://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 time to time), the
Company has formulated a Code of Conduct for Prevention of Insider Trading ("Insider
Trading Code") and Code of Practices and Procedures for fair disclosure of
Unpublished Price Sensitive Information ("UPSI").
The Code of Practices and Procedures for fair disclosure of UPSI is
available on the website of the Company at https://www.bseindia.com/
investor_relations/corporategovernance.html.
G. DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy containing the requirements of
Regulation 43A of Listing Regulations is annexed as Annexure E and is also available on
the website of the Company at https://www.bseindia.com/investor_
relations/corporategovernance.html.
12. DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing a safe and harassment free
workplace for every individual working in its premises through various policies and
practices. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment
(POSH) at Workplace which aims at prevention of harassment of employees and lays down the
guidelines for identification, reporting, and prevention of undesired behaviour. An
Internal Complaints Committee ("ICC") is already in place wherein the senior
management (with women employees constituting the majority) personnel are its members. The
ICC is responsible for redressal of complaints related to sexual harassment and follows
the guidelines provided in the Policy.
The Company had conducted workshops on POSH for the employees on
periodic basis. No complaints were pending at the beginning of the year, and no complaints
were received or disposed of during the year ended March 31, 2026.
13. DISCLOSURE AS REQUIRED UNDER THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions under the Maternity
Benefit Act, 1961 during the year.
14. RESOURCES COMMITTED TOWARDS STRENGTHENING REGULATORY FUNCTIONS AND
TOWARDS ENSURING COMPLIANCEWITHAPPLICABLEREGULATORYREQUIREMENTS
As a recognised Stock Exchange, the Company operates under the
regulatory 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 continues to strengthen its regulatory framework by adopting
robust governance and oversight practices.
During the year under review, the Company's regulatory function
was supported through a dedicated Regulatory Division comprising multiple specialised
department functions to service various stakeholders like investors, members, IARAs,
issuers and regulators.
As on March 31, 2026, a total of 333 resources across various
designations were deployed towards regulatory and compliance functions. The entire
regulatory framework operates under the leadership of the Chief Regulatory Officer (CRO),
who reports to the Managing Director & CEO and the Regulatory Oversight Committee,
ensuring independent oversight and effective governance.
The Company has put in place robust systems and processes to ensure
timely disclosures of all mandatory regulatory requirements, along with systematic
reporting to regulatory authorities, the Board of Directors and the relevant Committees.
For the FY ending on March 31, 2026, BSE incurred direct and indirect
expenses amounting to Rs 6,567 Lakhs as per activity-based accounting methodology towards
strengthening regulatory functions and towards ensuring compliance with regulatory
requirements.
15. COMMUNICATIONS Strategic Communication
The FY 2025-26 marked a defining year for BSE, as the Exchange
commemorated two landmark milestones-150 years of its institutional legacy and 40 years of
SENSEX, India's first equity benchmark. These milestones highlighted BSE's
enduring role in shaping India's capital markets while reinforcing its
forward-looking, innovation-led approach. The 150-year milestone was formally celebrated
on April 17, 2025, in Mumbai, with the Hon'ble Finance Minister, Smt. Nirmala
Sitharaman, gracing the occasion as the Chief Guest. The event was further graced by the
presence of the Hon'ble MoS Finance, Shri Pankaj Chaudhary, and the Chairman of SEBI,
Shri Tuhin Kanta Pandey, as Guests of Honour. The event brought together capital market
institutions, policymakers, regulators, and market participants.
Key highlights of the BSE@150 celebrations included:
Unveiling of the BSE@150 logo reflecting the exchange's legacy
Unveiling of the Rs 150 commemorative coin issued by the Government of
India, marking national recognition of BSE's contribution to economic development
Launch of the BSE 150 Index, representing a diversified benchmark of
leading listed companies
BSE CSR activities to celebrate the 150-year legacy and its way forward
were unveiled
A curated audio-visual showcase, tracing BSE's evolution from its
origins to a globally competitive marketplace
An eight-pager supplement by national business news daily - Business
Standard, featuring editorial coverage, leadership narratives, and
thematic 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, and brought together industry veterans from
asset and wealth management, and representatives of leading conglomerates that have been
constituents of the SENSEX since its inception.
The SENSEX@40 initiatives included:
Release of a research whitepaper detailing the index's 40-year
journey, with data-driven insights on long-term returns, sectoral shifts, and market
evolution
Bell-ringing ceremony and stakeholder engagements, marking the
milestone
Recognition of the corporates who have been part of the iconic index
for more than thirty years
Data-led storytelling, contextualising the SENSEX's performance
across four decades and its linkage with India's economic transformation These dual
milestones were marked through a cohesive approach combining institutional recognition,
research-led insights, and strategic communication, reinforcing BSE's position as
both a custodian of legacy benchmark and a driver of future-ready market infrastructure
that is aligned with the vision of Viksit Bharat 2047.
Stakeholder Engagements, Events and Institutional Outreach
During FY 2025-26, BSE Limited continued to strengthen its position as
a key institution within the global financial ecosystem through a series of high-level
delegation visits, industry engagements, and academic outreach initiatives.
Delegation Visits
BSE hosted several distinguished international delegations and
diplomatic representatives, reflecting its growing global relevance and engagement with
international financial ecosystems. Notable visits during the year included:
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 market
development, cross-border collaboration, and investment opportunities.
Industry Events and Thought Leadership Platforms
BSE played an active role in convening and participating in key
industry forums and knowledge platforms, fostering dialogue on market development, policy,
and economic outlook:
* Samvaad 2026, a symposium on securities markets in association with
leading market infrastructure institutions
* Knowledge Session on "Resilient Markets, Growing India: 2026 and
Beyond", featuring eminent speakers including V. Anantha Nageswaran, Chief Economic
Advisor, Government of India, and Raamdeo Agrawal, Co-founder and Managing Director of
Motilal Oswal Financial Services.
* Bond issuer outreach program under the guidance of SEBI was organised
where Bonds - Ek Sashakt Bandhan' as a tag line for Online 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 on
advancing conversations around inclusion and representation of women entrepreneurs both in
the for profit and not for profit fields.
These sessions reinforced BSE's role as a thought leader and
convener of market dialogue.
Academic and Student Outreach
As part of its ongoing commitment to capacity building and financial
market education, 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 market
infrastructure, operations, and the evolving capital markets landscape.
Brand and Investor Awareness Initiatives
BSE undertook a series of integrated, multi-platform investor awareness
campaigns 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 vs Scam, SEBI Arth Yatra, World Investor Week, and SEBI UPI, to
promote informed investing and strengthen investor protection.
These campaigns were delivered through a 360-degree media approach,
leveraging social media, digital platforms, OTT channels, television, print publications,
radio, and outdoor media. Outreach was further amplified through partnerships with leading
financial and general news platforms, as well as organisations engaging with specific
cohorts such as youth and women, including SheThePeople and Yuvaa.
To enhance accessibility and regional reach, all campaign content was
developed in English and translated into Hindi, Marathi, Bengali, and Kannada, enabling
deeper penetration across diverse investor segments.
A key feature of the year's communication strategy was the use of
gamified content formats to improve engagement and recall. Initiatives such as Investor
Ludo, Scams and Ladders, and Investor Crossword were published across print and digital
formats, while familiar gaming formats inspired by popular titles were adapted into
short-form digital content to simplify investor education themes. Besides, the Navrasa
storybook featuring investor awareness lessons, and themed bookmarks were designed to
reinforce key messages.
BSE also launched a dedicated campaign focused on women investors
titled Financial Ment'her,' aimed at promoting financial awareness and
participation among women.
The campaigns were supported through extensive media collaborations
across leading publications and platforms, including The Times of India, 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.
Digital collaborations spanned platforms such as ETMarkets, Hindustan Times, The Hindu,
Financial Express, and regional publishers, utilising diverse formats including video
series, podcasts, reels, articles, and display campaigns.
Television outreach included leading business and general news channels
such as Zee Business, NDTV 24x7, NDTV Profit, ET Now, and DD Sahyadri, complemented by
radio campaigns across Radio Mirchi, Radio City, and BIG FM. Outdoor visibility was
enhanced through strategic branding 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 Mitra app, MSME Day, and Diwali Muhurta
Trading event.
These initiatives reflect BSE's focus on leveraging integrated
communications, innovative content formats, and strategic partnerships to drive investor
awareness, deepen market participation, and strengthen its brand presence across platforms
and geographies.
These digital and brand amplification initiatives undertaken during FY
2025-26 contributed to the growth in BSE's social media presence across Facebook,
Instagram, X, and LinkedIn. The Exchange concluded the year with a consolidated follower
base of over 44 lakhs across these platforms, representing a year-on-year growth of 27%.
BSE Social Media Followers Trend across Platforms
Awards and Recognitions
In FY2025-26, BSE and its leadership team received 22 prestigious
awards and recognitions, reflecting excellence across market leadership, innovation,
governance, technology, investor outreach, branding, and talent management.
Six awards were conferred on BSE as an organisation, recognising its
strengths as a leading market infrastructure institution. These included honours such as
Exchange of the Year, Derivatives Exchange of the Year, Trusted Brand 2025, Asia Best
Employer Award 2026, and awards for cybersecurity excellence and impactful investor
awareness initiatives.
BSE MD & CEO, Sundararaman Ramamurthy, received seven individual
awards, underlining his visionary leadership and contribution to BSE's growth and
transformation. His accolades included recognitions for strategic leadership,
entrepreneurship, business excellence, and industry influence.
The remaining awards recognised the outstanding achievements of other
BSE leaders and teams, including Deepak Goel, CFO, Ramesh Gurram, CISO, and the Corporate
Communications team. These honours spanned cybersecurity, finance, digital communications,
branding, marketing, and social media excellence.
Offline Content Strategy
Besides digital, BSE strengthened its presence through a comprehensive
suite of offline content and brand initiatives during FY 2025-26. This included
development of updated printed materials and collaterals such as presentations, brochures,
and promotional assets, supporting brand BSE, the BSE 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
amplified at prominent international platforms such as the FIA Asia Derivatives
Conferences in Singapore and Chicago. In India, the Exchange supported major events
including the CII engagement, large-scale event branding for the Global Fintech Fest (GFF)
and Finbridge. Creative contributions also extended to the design of the Investor
Protection Fund (IPF) stall and the Mega RISA showcase, thereby elevating brand experience
across platforms.
16. OTHER DISCLOSURES
A. MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34(2)(e) of the Listing Regulations, the
Management Discussion 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
Business Responsibility and Sustainability Report forms part of this Annual Report.
C. CORPORATE GOVERNANCE
Pursuant to the SECC Regulations, Listing Regulations and the Act,
report on Corporate Governance as on March 31, 2026, forms part of this Annual Report. A
Certificate from Practicing Company Secretary, confirming status of compliances of the
conditions of Corporate Governance is annexed to the Corporate Governance Report.
D. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
During the FY 2025-26, no proceeding has been initiated under
Insolvency and Bankruptcy Code for default in payment of debt. Further, the Company has
also not initiated any proceedings against the defaulting entities. However, it had lodged
its claim with the resolution professional/liquidator appointed for defaulting listed
companies.
E. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the period under review, the Company has not taken any loans
from the banks or financial institutions. Accordingly, there has been no one time
settlement or valuation done for this purpose.
F. INVESTOR PROTECTION FUND ("IPF")
The Company, through its IPF, regularly conducts Investor Awareness
Programs ("IAPs") throughout the country. IPF was instrumental in conducting
16,621 IAPs during FY 2025-26. Out of this, 416 IAPs were conducted through IPF while
16,205 IAPs were conducted through the Investors 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 officials conducted 416 Regional Investor Seminars for Awareness (RISA) jointly with
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 awareness events were supported by IPF to raise awareness about
investor centric areas such as investing early, power of compounding, diversification of
investment, goal based investing, retirement investment ideas, etc.
MAJOR INITIATIVES
The Exchange continued to leverage its strong digital presence of over
forty-four lakh followers on social media channels such YouTube, LinkedIn, Facebook,
Instagram, and X, to enhance investor awareness. These channels were actively used by BSE
on several integrated campaigns of SEBI, including SEBI vs SCAM, World Investor Week, and
SEBI UPI Check. Further, to broaden its reach and impact, the exchange introduced
innovative and gamified content, utilising a mix of digital and traditional mediums 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
crore people across digital and offline channels.
World Investor Week (WIW) 2025
BSE IPF celebrated the globally popular event for investors called
World Investor Week (WIW 2025) under the aegis of SEBI and International Organisation of
Securities Commissions (IOSCO), from October 06-12, 2025. WIW is a week-long global
celebration promoted by IOSCO to raise awareness about the importance of investor
education and protection. In India, SEBI had worked with all the Market Infrastructure
Institutions to make 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 BSE International
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 resource persons,
regional officials (some jointly with SEBI officials), creating awareness and educating
the investors about various aspects of investments through securities market at pan India
level and in various regional languages as applicable.
Human Chain
As a part of investment awareness drive, the company organised human
chain at MIT School of Business, Pune with over one thousand students attended the same.
Nukkad Natak
Arranged four events in Assam, three in Meghalaya, four in Nagaland and
four in Arunachal Pradesh.
Canvas Painting Contest
Arranged Financial Literacy awareness painting contest during WIW 2025.
This received huge response from posting on our social media handles.
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 their investment journey and
how it empowered them.
BSE building illumination
This year also we lit up the face of the iconic BSE Building during all
days of WIW 2025 carrying the logos of SEBI, BSE and WIW 2025 on the face of the building.
G. GREEN INITIATIVE
As part of sustainability initiatives, the Company continues to promote
paperless communication by sending notices, annual reports, and other shareholder
communications at the registered email addresses of shareholders. Those who have not yet
registered their e-mail IDs are requested to register the same with the RTA in case of
physical holdings and Depository Participants in case of electronic holdings with
Depositories, to enable the Company to send the documents by the electronic mode.The
Company also disseminates Board and Committee meeting agenda papers through a secure
electronic platform, thereby minimizing paper usage and supporting environmental
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 continued
support, co-operation, and advice. The Board places on record its sincere appreciation and
gratitude to the former Directors and those who concluded their tenure during the year,
for their valuable contributions and expert guidance that played a significant role in the
Company's success.
The Board places on record its gratitude to the members of various
committees for their guidance and leadership and for providing valuable contribution
towards the functioning of respective committees during the year.
The Board also acknowledges the support extended by trading members,
issuers, investors in the capital market and other market intermediaries and associates.
The Board expresses sincere thanks to all its business associates,
consultants, bankers, vendors, auditors, solicitors and lawyers for their continued
partnership and confidence in the Company.
The Board further extends its sincere appreciation to all the employees
for their dedication and contribution and to all the shareholders for their trust and
confidence in the management of the Company. The Board is also deeply touched by the
efforts, sincerity and loyalty displayed by the employees for their commitment,
co-operation, and collaboration in advancing the mission and vision of the Company towards
achieving its goals.
The acknowledgement demonstrates transparency, accountability and
appreciation for the collective efforts that contribute to the Company's performance
and sustainability.
|
For and on behalf of the Board of Directors |
| Date: May 7, 2026 |
Subhasis Chaudhuri |
| Place: Mumbai |
Chairperson |
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(DIN:03042120) |
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