Central Depository Services (India) Ltd

To,

The Members,

Your Governing Board is pleased to present the Twenty-Seventh (27^th) Integrated Annual Report on the business and operations of Central Depository Services (India) Limited ("CDSL/the Company"), along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2025 ("FY 2024-25").

1. State of Company's Affairs:

A. Financial Highlights:

B. Financial Performance:

(i) Consolidated Results:

On a consolidated basis, the revenue from operations of the Company for the year ended March 31, 2025 is at ' 1,08,220.80 Lakh as against ' 81,225.66 Lakh for the previous year ended March 31, 2024, higher by 33%, resulting in total income of ' 1,19,928.23 Lakh for the year ended March 31, 2025 as against ' 90,730.39 Lakh for the previous year ended March 31, 2024. Profit before Tax (PBT) for the year ended March 31, 2025, is ' 69,490.29 Lakh as against ' 55,601.16 Lakh for the previous year ended March 31, 2024. Similarly, Profit after Tax (PAT) for the year ended March 31, 2025 is at ' 52,632.64 Lakh as against ' 41,955.41 Lakh for the previous year ended March 31, 2024. Thus, PAT for the year ended March 31, 2025, has increased by 25%, as against the previous year ended March 31, 2024.

(ii) Standalone Results:

On a standalone basis, the revenue from operations of the Company for the year ended March 31, 2025 is at' 84,820.91 Lakh as against ' 64,095.70 Lakh for the previous year ended March 31, 2024, higher by 32%, resulting in total income of ' 98,457.75 Lakh for the year ended March 31, 2025 as against ' 74,289.01 Lakh for the previous year ended March 31, 2024. The income from operations largely comprises of transaction charges, annual issuer charges, CAS income, e-voting income, corporate action charges, etc.

The other income includes dividend received from subsidiary of ' 4,750.00 Lakh during the year ended March 31, 2025 as against ' 2,950.00 Lakh during the previous year ended March 31, 2024. Pursuant to Regulation 73 of the SEBI (Depositories and Participants) Regulations, 2018 [SEBI (D&P) Regulations], the contribution to Investor Protection Fund (IPF) is determined at ' 2,594.11 Lakh. The Profit before Tax (PBT) for the year ended March 31, 2025, is ' 59,353.28 Lakh as against ' 47,279.41 Lakh for the previous year ended March 31, 2024. Similarly, Profit after Tax (PAT) is ' 46,209.55 Lakh for the year ended March 31, 2025 as against ' 36,331.92 Lakh for the previous year ended March 31, 2024. Thus, PAT for the year ended March 31, 2025 has increased by 27% as against the previous year ended March 31, 2024.

During the year, the Governing Board of the Company reviewed the affairs of its subsidiary companies. In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared its consolidated financial statements and of all subsidiary and associate companies in the same form and manner as that of its own and in accordance with applicable accounting standards, which forms part of this Integrated Annual Report. Further, a separate statement containing the salient features of the financial statements of our subsidiary and associate companies in the prescribed format of Form AOC-1 is appended as Annexure-A to the Board's Report. The statement also provides details of the performance and financial position of each of the subsidiary and associate companies.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements (Standalone and Consolidated) and all other related documents and information of the Company and separate audited accounts in respect of each of the subsidiary companies are available on our website https://www.cdslindia.com/ InvestorRels/AnnualReports.html. These documents will be available for inspection till the date of AGM during working hours at the registered office of the Company.

C. General Reserves:

The Company has not transferred any amount out of the profits of the year to General Reserves.

D. Dividend:

The Board of Directors has recommended Final Dividend of ' 12.50 per Equity Share of the face value of ' 10 per share for the Financial Year 2024-25, subject to the approval of the Shareholders. The Company had issued bonus shares in the ratio of 1:1 during Financial Year 2024-25. (For the year ended March 31, 2024 : a Dividend of ^ 19 per Equity Share and Special Dividend of ^ 3 per Equity Share of the face value of ^ 10 per share.).

The Final Dividend, if approved, would result in a cash outflow of ' 26,125.00 Lakh and Dividend payout ratio at 61.30%.

The Dividend recommended is in accordance with the principles and criteria as set out in the Dividend Distribution Policy. The Policy can also be accessed on the Company's website at https://www.cdslindia.com/ InvestorRels/CorporateGovernance.html

2. Share Capital:

Change in Capital Structure:

The Authorized Share Capital of your Company is ' 3,00,00,00,000/- divided into 30,00,00,000 Equity Shares of ' 10/- each whereas the Issued and Paid-up Share Capital is ' 2,09,00,00,000 divided into 20,90,00,000 Equity Shares of ' 10/- each.

As of March 31, 2025, all the shares are in dematerialized form.

During the year under review, Bonus Shares were allotted as on August 25, 2024 of ' 1,04,50,00,000/- (Rupees One Hundred and Four Crore and Fifty Lakh Only) of ' 10/- (Rupees Ten Only) each in the proportion of1:1, i.e. 1 (One) new fully paid-up Equity Share of ' 10/- (Rupees Ten Only) each for every 1 (One) existing fully paid-up Equity Share of ' 10/- (Rupees Ten Only).

3. Business Performance and Overview:

Indian Capital Markets:

In Fiscal Year 2024-25, the Indian capital market showed solid performance, contributing to capital formation and supporting wealth creation. The stock market reached new highs and performed well compared to its emerging market peers despite geopolitical uncertainties. Key indicators suggest a stable economy with growth across various sectors, including IPOs, foreign investment, and capital expenditure.

The International Monetary Fund (IMF) projected that the Indian economy will grow by 6.2% in 2025 and 6.3% in 2026. The IMF emphasized that the growth outlook for 2025 is relatively stable at 6.2%, supported by private consumption, especially in rural areas. India has become the world's fourth-largest economy in 2025, surpassing Japan. This growth is driven by strong export performance, particularly in services, and a rebound in rural demand.

According to the Economic Survey 2024-25, India's stock markets have achieved new records in FY 24-25 despite challenges such as geopolitical tensions, currency fluctuations, and domestic market volatility. This growth was driven by an increasing number of investors, active listing activities, and regulatory support.

Operational Performance:

A. Depository Participants and Service Centers:

As on March 31, 2025, 574 Depository Participants (DP) held valid registration certificates of Securities and Exchange Board of India (SEBI) as compared to 580 valid SEBI registrations as on March 31, 2024. Further, investors have access to 18,918 DP service centers spread across India.

B. Beneficial Owner Accounts:

During the year under review, 3.74 Crore net Beneficial Owner (BO) accounts were added, taking the total number of such accounts to 15.30 Crore as on March 31, 2025, making us the first depository to cross the 15 Crore demat accounts milestone.

The comparative figures of net BO accounts as on March 31, 2025, and March 31, 2024, are given in the following table:

C. Securities Admitted:

Securities like equity shares, preference shares, mutual fund units, debt instruments, government securities, certificates of deposit, commercial papers and a host of other instruments are available for dematerialisation by the investors. Details of the securities admitted with CDSL are given below:

D. Position of Securities held in the System:

The value and volume of securities held with CDSL in the year under review as compared to the previous year are indicated below:

E. Social and Relationship Capital: Beneficial owner accounts -

F. Manufactured Capital: Securities admitted -

Position of securities held - Custody Value (' in Crore) -

Custody Volume in Crore) -

4. Initiatives Towards Enabling and Empowerment of Investors:

Several key developments were implemented during FY

2024-25 that enabled in sustaining the growth trajectory:

Key Developments:

i. Harmonization of file formats:

Earlier each Market Infrastructure Institution ("MII") used its own file formats, causing complexities in reporting. To address these issues, the Securities and Exchange Board of India ("SEBI") initiated a project to harmonize and standardize these formats. This initiative intended to provide ease of doing business and facilitate cost effective "operations".

The harmonization of file formats aims to streamline and standardize file formats across depositories in the Indian securities market. Central Depository Services (India) Limited ("CDSL") has introduced Unified Distilled File Formats ("UDiFF") to standardize data exchange between DPs and CDSL. This initiative includes the release of new harmonized file formats for various reports. By adopting UDiFF, depositories can manage customer interactions, improve data accuracy, and comply with regulatory requirements more effectively.

ii. Direct Payout of Securities:

The Market Infrastructure Institutions ("MIIs"), comprising Exchanges, Clearing Corporations and Depositories have successfully implemented the Direct Payout Settlement mechanism for securities w.e.f. February 25, 2025, under the guidance of Securities and Exchange Board of India ("SEBI").

This initiative ensures seamless direct credit of securities to the clients' demat accounts thereby enhancing market integrity, operational efficiency, transparency and investor protection.

iii. Investor Application:

CDSL has upgraded the Investor application by introducing new unified features. CDSL's MyEasi mobile app now offers a single, secure, and convenient platform that integrates financial data from both depositories, CDSL and NSDL as well as clearing corporations NCL and ICCL, empowering investors to make informed decisions with ease. This unified feature was officially launched by the SEBI Chairperson on February 20, 2025.

The upgraded CDSL investor application now provides users with access to the following additional information:

• Consolidated Holding and Transaction Statement: Allows users to view consolidated holdings and transaction details across their accounts with both CDSL and NSDL.

• Open Positions and Margin Details:

Facilitates monitoring of open positions and margin details across multiple exchanges and clearing corporations.

• Statement of Financial Transactions (SFT):

Enables users to access the Statement of Financial Transactions submitted to Central Board of Direct Taxes (CBDT).

5. Initiatives on Education & Empowerment of Investors:

A. Investor Awareness/Education Seminars:

CDSL Investor Protection Fund ("CDSL IPF"), along with SEBI, Market Infrastructure Institutions ("MIIs"), and other entities such as Depository Participants ("DPs") and educational institutions, conducts Investor Awareness Programmes ("IAPs") across the country, throughout the year. These programmes are held in both online and offline formats, targeting current and potential investors across diverse demographic segments.

During the Fiscal Year 2024-25, CDSL IPF conducted a comprehensive series of 2,526 IAPs in English, Hindi, and 13 regional languages.

Through these programmes, CDSL IPF successfully engaged with a broad spectrum of investors and potential investors, including, students, self-help groups, members of the armed forces, professionals, nursing staff, & Anganwadi workers. Of the 2,526 programmes conducted, 324 sessions were dedicated exclusively for women participants. In total, over 1.47 lakh participants were reached across the country. These IAPs served as a vital platform for fostering meaningful engagement and enhancing participants' understanding of the Indian capital markets.

B. Empowering Communities through Targeted Financial Literacy Campaigns:

In FY 2024-25, CDSL IPF launched impactful initiatives to promote financial literacy among key segments. The 'Empowering Our Protectors' campaign, launched in September 2024, focused on armed forces, police personnel and their families, conducting 51 awareness programmes across 9 states and 19 districts, reaching over 5,300 individuals. In March 2025, the AtmanirbHER initiative was introduced to empower women through digital content, awareness programmes, and on-ground engagement. A highlight was the Nukkad Natak campaign at Maha Kumbh Mela 2025, Prayagraj, under the #BanoAI initiative. Performed by professional artists, the plays used humor and relatable storytelling to raise awareness about scams and promote informed investing via SEBI-registered platforms.

To further empower investors, an informative booklet titled "Guide to Securities Market and Safe Investing" was collaboratively developed by Securities and Exchange Board of India ("SEBI"), CDSL and other Market Infrastructure Institutions ("MIIs"). This booklet was distributed to investors to enhance their knowledge and serve as a valuable reference guide.

C. Social Media Campaign:

I n response to evolving media consumption trends, CDSL IPF strategically leveraged social media platforms to engage a younger demographic and broaden investor awareness. Central to this initiative was the flagship campaign ‘Atmanirbhar Investor', which served as a key pillar of our various digital outreach.

I n FY 2024-25, CDSL IPF launched several impactful campaigns including AI Talks, AtmanirbHER Investor, and Bano AI, aimed at enhancing financial literacy and promoting informed investing. These campaigns addressed key topics such as "Slam the Scam," nominations, DDPI, pledging, eVoting, eCAS, account freezing, and mutual fund benefits in Demat accounts. To ensure inclusivity and regional reach, most content was released in six regional languages. A diverse mix of content formats—including videos, reels, static posts, quizzes, OTT integrations, and more—was curated to capture attention and sustain engagement. The overarching objective was to educate and empower investors through engaging, informative, and accessible content.

In addition to campaign-specific initiatives, our social media presence across Facebook https://www.facebook.com/cdslindia. X [formerly

Twitter] https://x.com/cdslindia, LinkedIn https:// www.linkedin.com/companv/cdslindia. Instagram https://www.instagram.com/cdslindia, YouTube https://www-voutube.com/@CDSLIndiaLtd and WhatsApp Channel: https://whatsapp.com/ channel/0029Vao84Nu11ulQQx43so3p played a critical role in disseminating important updates. These included reminders for nomination, updates on the six KYC attributes, voluntary freeze options, and information on upcoming Investor Awareness Programmes ("IAPs").

To further strengthen outreach, WhatsApp and email communications were actively used, ensuring a holistic and far-reaching investor engagement strategy. This integrated digital approach reflected our ongoing commitment to fostering financial literacy and investor participation through innovative and accessible channels.

D. Website Resources:

As a critical digital touchpoint, the Company's website continues to play a central role in delivering timely and relevant information to investors. It is regularly updated using modern technologies to ensure accessibility, usability, and responsiveness.

In its continued efforts to promote financial inclusion and investor empowerment, CDSL has undertaken initiatives to connect with investors in regional languages, thereby simplifying their journey towards self-sufficiency. The official website of CDSL (www.cdslindia.com) is now available in 11 regional languages, enhancing accessibility and support for investors across diverse linguistic backgrounds.

In addition, the website serves as a comprehensive resource hub, providing valuable information on Depository activities, Investor Charter, and details of upcoming IAPs, further strengthening our commitment to investor education and empowerment.

6. New Advancements:

Detailed note on technological advances for the empowerment of Indian capital markets is covered under our business section.

7. Governing Board and Management:

A. Directors:

The Governing Board comprises of 11 (Eleven) Directors as on March 31, 2025 as follows:

B. Change in Composition of the Governing Board and Key Management/Managerial Personnel (KMPs) during the Financial Year ended March 31, 2025:

The changes taken place in the composition of Governing Board and KMPs including Senior Management of CDSL are as follows:

Appointment of Directors:

i. SEBI, vide its letter dated May 31, 2024, had accorded its approval for the appointment of Prof. Varsha Apte as Public Interest Director/Independent Director on the Governing Board of the Company for a period of three years. Her appointment was effective from June 05, 2024 up to May 30, 2027 and she shall not be liable to retire by rotation as per the extant regulations.

ii. SEBI, vide its letter dated November 25, 2024, had accorded its approval for the appointment of Shri Bharat Vasani as Public Interest Director/ Independent Director on the Governing Board of the Company for a period of three years. His appointment was effective from November 27, 2024 up to November 24, 2027 and he shall not be liable to retire by rotation as per the extant regulations.

Re-appointment of Director:

i. Shri Nehal Vora has been re-appointed as Managing Director and CEO vide Shareholders' approval through Postal Ballot dated December 14, 2024. SEBI, vide its letter dated August 29, 2024, had accorded its approval to the re-appointment of Shri Nehal Vora as Managing Director and CEO on the Governing Board of CDSL, who shall not be liable to retire by rotation and accordingly, the re-appointment of Shri Nehal Vora for the second term was effective for a period of 5 (five) years from September 18, 2024 up to September 17, 2029.

Retirement by rotation and subsequent re-appointment:

i. Ms. Kamala Kantharaj, Non-Independent Director, was liable to retire by rotation at the 26^th Annual General Meeting ("AGM") of the Company held on August 17, 2024. She was re-appointed as Non-Independent Director of the Company by the Shareholders at the 26^th AGM of the Company held on August 17, 2024, and further, approval was received from SEBI vide its letter dated September 12, 2024 and accordingly her re-appointment was effective from September 12, 2024.

Resignation of Directors:

Resignation of Prof. (Dr.) Bimalkumar N Patel (DIN: 03006605) as a Public Interest Director/ Independent Director:

Prof. (Dr.) Bimalkumar N Patel has resigned from the position of Public Interest Director/Independent Director with effect from May 04, 2025, due to personal reasons and there are no material reasons other than personal reasons.

Changes in Key Management/Managerial Personnel (KMPs)/Senior Management:

i. Appointment of Key Management/Managerial

Personnel/Senior Management:

• Shri Sachin Nayak, Vice President-Operations, was appointed w.e.f. April 04, 2024.

• Shri Nilesh Lodaya, Senior Vice President-Chief of Business Development & New Projects, was appointed w.e.f. August 21, 2024.

• Shri Joy Banerjee, Senior Vice President-Head Human Resource & Administration, was appointed w.e.f. December 23, 2024.

• Shri Rajat Srivastav, Senior Vice President-General Counsel, was appointed w.e.f. January 29, 2025.

ii. Cessation of Key Management/Managerial Personnel/Senior Management:

• Shri Ravi Kumar, Assistant Vice President - Information Technology, ceased to be Key Management Personnel/Senior Management w.e.f. June 05, 2024.

• Shri Ashwin Lalchandani, Assistant Vice President - Risk Management, ceased to be Key Management Personnel/Senior Management w.e.f. June 05, 2024.

iii. Changes in designation of Key Management/

Managerial Personnel/Senior Management:

• Pursuant to the appointment of Shri Joy Banerjee, Head Human Resource & Administration, the designation of Shri Girish Amesara was changed from Chief Financial Officer & Head Human Resource to Chief Financial Officer w.e.f. December 23, 2024.

• Pursuant to the appointment of Shri Joy Banerjee, Head Human Resource & Administration, the designation of Shri Amit Mahajan was changed from Chief Technology Officer & Head Administration to Chief Technology Officer w.e.f. December 23, 2024.

• Pursuant to the appointment of Shri Rajat Srivastav, General Counsel, the designation of Shri Nilay Shah was changed from Company Secretary & Head Legal to Company Secretary & Compliance Officer w.e.f. January 29, 2025.

Retirement by Rotation:

As per the provisions of Section 152(6) of the Companies Act, 2013, Shri Masil Jeya Mohan P, Non-Independent Director, being liable to retire by rotation at the ensuing AGM, has expressed his desire to not offer himself for re-appointment. The Governing Board places on record its deep appreciation and gratitude towards the valuable contributions made by Shri Masil Jeya Mohan P during his tenure as Non-Independent Director of the Company.

C. Declaration from Directors:

a) The Company has received necessary declarations from the Public Interest Directors/Independent Directors as required under Section 149 of the Companies Act, 2013 and under clause (b) of sub-regulation (1) of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Public Interest Directors/ Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Public Interest Directors/Independent Directors.

b) The Company has received necessary declarations from the Public Interest Directors/Independent Directors in adherence to the Code of Conduct for Directors and Senior Management as formulated by the Company.

c) In the opinion of the Governing Board, all Public Interest Directors/Independent Directors possess requisite qualifications, experience (including proficiency), expertise and hold high standards of integrity required to discharge their duties with an objective, independent judgement and without any external influence. List of key skills, expertise and core competencies of the Governing Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

d) I n terms of Regulation 25(8) of SEBI Listing Regulations, the Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

e) Further, the Public Interest Directors/Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

D. Declaration by the Company:

None of the Directors of the Company are disqualified from being appointed as Directors as specified in sub-section (1) or sub-section (2) of Section 164 of the Companies Act, 2013 read with Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Certificate from M/s. Vatsal Doshi & Associates, Practicing Company Secretaries, in this regard, forms part of the Corporate Governance Report of this Integrated Annual Report.

E. Number of Meetings of the Governing Board and its various Committees:

16 (Sixteen) Meetings of the Governing Board were held during FY 2024-25. The details of Meetings of Governing Board and Committees held during the year, attendance of Directors at the Meetings and constitution of various Committees of the Governing Board as per the Companies Act, 2013 and SEBI Listing Regulations are included separately in the Corporate Governance Report, which is enclosed as Annexure-B.

F. Audit Committee Recommendations:

During the year, all recommendations of the Audit Committee were approved by the Governing Board.

G. Performance Evaluation of the Governing Board:

The Governing Board of the Company on the recommendation of Nomination and Remuneration Committee, adopted the Board Evaluation Policy (the Policy) to comply with the various provisions of the Companies Act, 2013, SEBI Listing Regulations, SEBI (D&P) Regulations, SEBI circular dated January 05, 2017, February 05, 2019 and any other applicable provisions, SEBI letters and/or circulars issued thereunder.

The Policy has been framed with an objective to ensure Individual Directors of the Company and the Governing Board as a whole, work efficiently and effectively in achieving their functions, for the benefit of the Company and its Stakeholders. Accordingly, the Policy provides guidance on evaluation of the performance on an annual basis, of:

(i) Non-Independent Directors, except Managing Director and CEO;

(ii) Public Interest Directors/Independent Directors ;

(iii) Managing Director and CEO;

(iv) Chairperson of the Governing Board;

(v) the Governing Board as a whole; and

(vi) various Committees of the Governing Board.

The criteria for evaluation for each of the above are as follows:

Internal Evaluation:

The Governing Board of the Company carried out the annual evaluation of the Governing Board as a whole, Committees of the Governing Board, Non-Independent Directors, Public Interest Directors/Independent Directors, Managing Director and CEO and Chairperson of the Governing Board as per the regulatory requirements and the Board Evaluation policy on the basis of a structured questionnaire, drafted in accordance with the guidelines issued by SEBI, which comprises evaluation criteria taking into consideration various performance related parameters. All the Directors participated in the evaluation process. Feedback was provided by the Chairperson and the same was deliberated upon by the Governing Board to enhance its overall effectiveness and optimize the individual strengths of the Directors.

A separate Meeting of the Public Interest Directors/ Independent Directors was held wherein the performance of the Non-Independent Directors, performance of the Governing Board as a whole (including the Committees), the Managing Director and CEO and also that of the Chairperson of the Governing Board in terms of the provisions of the Companies Act, 2013, the SEBI Listing Regulations and the SEBI (D&P) Regulations was discussed.

External Evaluation:

SEBI vide its circular dated February 05, 2019, has mandated that the Public Interest Directors/Independent Directors shall also be subject to an external evaluation during the last year of their first term by a management or a human resource consulting firm.

As per the SEBI (D&P) Regulations, Public Interest Directors/Independent Directors can be appointed with the prior approval of SEBI on the Governing Board of a Depository for an initial term of three years, extendable by another term of three years subject to performance review as prescribed by SEBI.

For the year under review, none of the Public Interest Directors/Independent Directors were eligible to be evaluated by External Agency.

Disclosures as prescribed under SEBI circular dated May 10, 2018 are given below:

1. Observations of Board evaluation carried out for the year:

No observations.

2. Previous year's observations and actions taken:

Since no observations were received, no actions were taken.

3. Proposed actions based on current year observations:

Since no observations were received, no actions were taken

H. Performance Evaluation of the MII and Statutory Committees thereof:

External Performance Evaluation of the MII & Statutory Committees:

In accordance with Regulation 31(6) of the SEBI (D&P) Regulations, and SEBI Circular No. SEBI/HO/MRD/POD-III/ CIR/P/2024/127 dated September 24, 2024, your Company is required to undergo an independent external evaluation of its overall performance and that of its statutory committees, once in every three years. The first such independent external evaluation will cover the Financial Year 202425. Subsequent evaluations will be conducted for each successive block of three Financial Years.

Internal Performance Evaluation of MII & Statutory Committees:

Furthermore, as per Regulation 31(5) of SEBI (D&P) Regulations and SEBI Circular no. SEBI/HO/MRD/ POD-III/CIR/P/2025/12 dated January 30, 2025, your Company is required to conduct an internal evaluation of its performance and the performance of its statutory committees every year. The first internal evaluation was for the Financial Year 2024-25. Accordingly, the report on internal evaluation of the Company and its statutory committees was approved by the Governing Board on June 21, 2025.

I. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Governing Board reports that:

i. in preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations relating to material departure, if any, have been provided;

ii. accounting policies have been selected and applied them consistently and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. the annual accounts have been prepared on a going-concern basis;

v. internal financial controls to be followed by the Company are laid down and that such internal financial controls are adequate and were operating effectively;

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

J. Company's Policy on Director's Appointment and Remuneration:

The Nomination and Remuneration Policy has been framed in order to set out principles, parameters and governance framework of the appointment, re-appointment and remuneration of Directors, Managing Director and CEO, Key Management/Managerial Personnel, Independent External Professionals and employees of the Company. The Nomination and Remuneration Policy can be accessed on website of the Company at https://www.cdslindia. com/InvestorRels/CorporateGovernance.html

The salient features of the Policy, along with changes made during the Financial Year 2024-25, pursuant to the SEBI Circular on Terms of Reference of Statutory Committees of Market Infrastructure Institutions (MIIs) dated June 25, 2024, are briefly specified hereinbelow:

• General Principles: Covering appointment,

re-appointment, tenure, removal, retirement, resignation and remuneration of Directors and Key Management Personnel (including Senior Management).

• Public Interest Directors: Guidelines on appointment, re-appointment, tenure, removal, retirement, resignation and remuneration.

• Managing Director and CEO: Provisions regarding appointment, re-appointment, tenure, removal, retirement and remuneration.

• Independent External Professionals (IEPs):

Provisions regarding appointment and remuneration.

• Succession Planning: NRC assesses orderly succession planning for Directors and Key Management/ Managerial Personnel and make recommendations to the Governing Board.

K. I nternal Financial Control Systems and their Adequacy:

The details in respect of adequacy of internal financial controls with reference to the Financial Statements forms part of the Management Discussion and Analysis Report 1 enclosed as Annexure-C.

. Compliance with Secretarial Standards:

During the year under review, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of India pursuant to Section 118(10) ^; of Companies Act, 2013.

M. Annual Return: