CDSL Director Report

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:

('' in Lakh)
Particulars	Consolidated		Standalone
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	1,08,220.80	81,225.66	84,820.91	64,095.70
Other Income	11,707.43	9,504.73	13,636.84	10,193.31
Total Income	1,19,928.23	90,730.39	98,457.75	74,289.01
Expenditure	45,803.55	32,297.55	35,048.98	24,887.71
Profit before Depreciation, share of Profit/(Loss) from Associates and Taxation	74,124.68	58,432.84	63,408.77	49,401.30
Depreciation and amortization expenses	4,898.43	2,723.37	4,055.49	2,121.89
Profit before share of profit / (Loss) from Associates and Taxations	69,226.25	55,709.47	59,353.28	47,279.41
Share of Profit/(Loss) of associates	264.04	(108.31)	0.00	0.00
Profit Before Tax	69,490.29	55,601.16	59,353.28	47,279.41
Taxations	16,857.65	13,645.75	13,143.73	10,947.49
Profit after Tax	52,632.64	41,955.41	46,209.55	36,331.92
Other Comprehensive Income (Net of Tax)	26.01	(229.23)	(78.85)	(209.70)
Total Comprehensive Income	52,658.65	41,726.18	46,130.70	36,122.22

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:

Year ended March 31,	Year ended Increase over the previous March 31, year’s cumulative figure
2025	2024 Number Percentage (%)
15,29,84,202	11,56,05,419 3,73,78,783 32.33

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:

Securities	Year ended March 31, 2025	Year ended (%) change March 31, over the 2024 previous year
Equity Shares	32,584	21,576 51.02
Debt Instruments	12,383	11,463 8.03
Other Securities	53,469	39,328 35.96
Total	98,436	72,367 36.02
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:
Holding of Securities	Year ended March 31, 2025	Year ended Change over March 31, the previous 2024 year (%)
Value ('' in lakh Crore)	70.52	64.21 9.83
Volume (in Crore) (Number of Securities)	83,599	66,146 26.39
E. Social and Relationship Capital: Beneficial owner accounts -
FY2020-21 FY2021-22 FY 2022-23 FY 2023-24 FY 2024-25
3,34,37,873 6,29,97,046 8,30,01,541 11,56,05,419 15,29,84,202

F. Manufactured Capital: Securities admitted -
FY2022-23 FY2023-24		FY2024-25
Equity shares	19,304 21,576	32,584
Debt instruments	10,399 11,463	12,383
Other securities	26,648 39,328	53,469
Total	56,351 72,367	98,436
Position of securities held -
Custody Value in Crore) -
FY2022-23	FY2023-24	FY2024-25
39,71,126.90	64,20,627.63	70,52,401.88
Custody Volume in Crore) -
FY2022-23	FY2023-24	FY2024-25
61,285	66,146	83,599

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.

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 enclosed as Annexure-C.

L. 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:

The Annual Return of the Company as on March 31, 2025 in Form MGT-7 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.cdslindia. com/InvestorRels/GeneralMeeting.html

N. Implementation of Corporate Action:

During the year under review, the Company has complied with the specified time limit for implementation of Corporate Action.

9. Major Events Occurred During the Year:

A. Material changes and commitments affecting the financial position which have occurred between the end of the Financial Year and the date of the report:

No material changes and commitments affecting the financial position have occurred between the end of the financial year to which the financial results refer and the date of the report.

B. Change in the nature of business:

The Company has not undergone any changes in the nature of the business during the FY 2024-25.

C. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

D. Financial Disincentives:

During the year under review, the below-mentioned financials disincentives were imposed on your Company:

i. SEBI Standard Operating Procedure (“SOP”) dated August 28, 2019 - Non-compliance with SEBI''s cyber security policies and guidelines and failure to report Cyber Security breaches, incidents and deficiencies within the timelines stipulated by the SEBI in the matter of the malware incident occurred on November 18, 2022.

The Company has transferred the Financial Disincentive amount of '' 10 Lakh to the Investor Protection and Education Fund administered by SEBI on September 16, 2024. The Management has submitted the Root Cause Analysis (RCA) which was approved by the Standing Committee on Technology (SCOT)/Governing Board and also presented to SEBI''s High Powered Steering Committee on Cyber Security (HPSC). The forensic analysis for the same was carried out by M/s KPMG. All the actions from the RCA and forensic analysis have been completed thereby ensuring that such instances do not recur.

ii. SEBI Master Circular dated October 06, 2023 -Failure to complete the procedure for pay-in for rolling settlement within the timelines stipulated by the SEBI on January 30, 2024.

The Company has transferred the Financial Disincentives amount of '' 50 Lakh to the CDSL Investor Protection Fund on September 23, 2024. The Management has submitted the RCA which was approved by SCOT/Governing Board and also presented to SEBI Technical Advisory Committee (TAC). All the actions from the RCA have been completed thereby ensuring that such instances do not recur.

iii. SEBI Master Circular dated October 06, 2023 -Technical glitches occurred in the systems of the CDSL between years 2021 to 2024.

The Company has transferred the Financial Disincentives amount of '' 3 Crore to CDSL Investor Protection Fund on April 15, 2025. The Management has submitted the RCA which was approved by SCOT/ Governing Board and also presented to SEBI TAC. All the actions from the RCA have been completed thus ensuring such instances do not recur.

Further, shares which have remained unclaimed for seven consecutive years will also be transferred to IEPF.

Shareholders who wish to claim their Unpaid/Unclaimed Dividend(s) may send a written request to the Secretarial & Compliance Department on e-mail ID: shareholders@ cdslindia.com or to the RTA of the Company on e-mail ID: rnt.helpdesk@in.mpms.mufg.com or by post to RTA''s address at C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai - 400 083, Maharashtra, India.

11. Public Deposits:

A. Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Rules made thereunder. There are no deposits remaining unpaid or unclaimed as at the end of the year and there has been no default in repayment of deposits or payment of interest thereon during the year.

B. Details of deposits not in compliance with the requirements of the Companies Act, 2013:

Since the Company has not accepted any deposits during the Financial Year ended on March 31, 2025, there has been no non-compliance with the requirements of the Companies Act, 2013.

12. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013:

Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are disclosed in the notes to the financial statements.

13. Auditors:

A. Statutory Auditors & Audit Report:

M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E/ E300005), Chartered Accountants, Mumbai were appointed as Statutory Auditors of the Company in the Twenty Fifth Annual General Meeting held on September 01, 2023 to hold office from the conclusion of the 25^th Annual General Meeting till the conclusion ofthe 30^th Annual General Meeting. Accordingly, M/s. S.R. Batliboi & Co. LLP are the Statutory Auditors of the Company for the FY 2024-25 and shall continue as Statutory Auditors of the Company till the conclusion of the 30^th Annual General Meeting.

The Statutory Auditor''s Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

B. Details in respect of frauds reported by Statutory Auditors:

There are no frauds reported by Statutory Auditors under Section 143(12) of the Companies Act, 2013, during the Financial Year ended March 31, 2025.

C. Internal Auditors:

In terms of the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Governing Board, based on the recommendation of the Audit Committee at its Meeting held on March 21, 2025, had appointed M/s. Mukund M. Chitale & Co. (Firm Registration No. 106655W) as Internal Auditors & Concurrent Auditors of the Company for the period from April 01, 2024, to March 31, 2025, as Internal Auditors & Concurrent Auditors of the Company.

The Internal Auditor''s and Concurrent Auditor''s report does not contain any qualifications, reservations or adverse remarks or disclaimers.

D. Secretarial Auditors and Secretarial Audit Report:

I n compliance with Regulation 24(A) of SEBI Listing Regulations and Section 204 of the Companies Act, 2013 read with Rules made thereunder, the Governing Board at its Meeting held on May 03, 2025, based on the recommendation of the Audit Committee, approved the appointment of M/s. Vatsal Doshi & Associates (C.P.No. 22976/ Membership No. A50332), Practicing Company Secretaries, Mumbai for a period of 5 (five) consecutive Financial Years commencing from FY 2025-26 upto ensuing FY 2029-30, subject to approval of the Shareholders at the ensuing 27^th AGM of the Company. A copy of the Secretarial Audit Report issued in Form MR-3 by M/s. Vatsal Doshi & Associates, Secretarial Auditors is enclosed as Annexure-D to this report. The Secretarial Audit Report of CDSL Ventures Limited, material unlisted subsidiary of the Company issued in Form MR-3 by M/s. Vatsal Doshi & Associates, Secretarial Auditors is enclosed as Annexure-E to this report.

M/s. Vatsal Doshi & Associates (C.P.No. 22976/ Membership No. A50332) has confirmed that his appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, he has confirmed that he holds a valid certificate issued by the Peer Review Board of ICSI.

The Secretarial Auditor''s Report mentioned in Annexure-D to this report does not contain any qualifications, reservations, or adverse remarks or disclaimers. However, the report mentions about the settlement amount of approximately '' 1.3 Crore and three financial disincentives matters.

A detailed proposal for appointment of Secretarial Auditor forms part of the Notice convening this AGM.

E. Annual Secretarial Compliance Report:

Your Company has undertaken an audit for the FY 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report has been submitted to the Stock Exchange within 60 days of the end of the Financial Year 2024-25 and is available on the website of the Company at https://www.cdslindia.com/InvestorRels/ CorporateGovernance.html

F. Cost Records:

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are neither made nor maintained.

14. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A. Conservation of energy & technology absorption:

Considering the nature of the operations of your Company, provisions with respect to conservation of energy and technology absorption of Section 134(3)(m) of the Companies Act, 2013, are not applicable, though the Company uses all the possible ways in conserving energy. The Company has, however, used information technology extensively in its operations.

B. Foreign exchange earnings and outgo:

Details of foreign exchange earnings and outgo during the year under review are as under:

Rules, 2014, reflects our dedication to ethical governance and transparency in all our initiatives.

This year, we have reaffirmed our vision to enrich the lives of citizens across India. We understand that true progress is not just about financial growth; it is about fostering a society where social, environmental, and economic advancements coexist harmoniously. In the Financial Year 2024-25, we proudly partnered with 16 (sixteen) esteemed CSR organizations (mentioned below), amplifying our impact in critical areas such as Education, Healthcare, Environment, Rural Development & Livelihood and others. Together, we have reached out to socially and economically disadvantaged communities in every State and Union Territory of India, ensuring that our efforts resonate far and wide.

We continue to reinforce our commitment to responsible corporate citizenship. Our established framework provides clear procedures for selecting themes and partners that align with our mission. We maintain comprehensive guidelines for conducting due diligence, monitoring and evaluation, and developing exit strategies from our CSR partnerships. This structured approach ensures that our initiatives are not only impactful but also sustainable in the long run.

Each initiative we undertake is a step towards building a brighter future for all. We remain committed to listening, learning, and evolving, as we work hand in hand with our partners and stakeholders to create lasting change.

The Corporate Social Responsibility Policy can be accessed on website of the Company: (https://www.cdslindia. com/About/CSR.html).

During FY 2024-25, the Company has sponsored various projects and the report on CSR activities pursuant to Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure-F.

To further strengthen the governance and oversight of sustainability initiatives, the existing CSR Committee has been renamed as CSR & ESG Committee w.e.f. June 21, 2025.

17. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Whistle-Blower Policy pursuant to Regulation 22 of the SEBI Listing Regulations and Section 177(10) of the Companies Act, 2013 read with SEBI Circular dated November 22, 2024 enabling Stakeholders to report any concern of unethical behaviour

or any alleged wrongful conduct, suspected fraud or violation.

The said policy inter-aliaprovides safeguard against

Directors, Employees etc.

During the year under review, no Stakeholder was denied access to the Chairperson of the Audit Committee.

The said policy is available on the website of the Company at https://www.cdslindia.com/InvestorRels/ CorporateGovernance.html

18. Insider Trading Regulations:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), your Company has formulated a Code of Conduct for Prohibition of Insider Trading and Code of Conduct to Regulate, Monitor and Report Trading in Securities of other Listed Entities by Designated Persons as an Intermediary 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.cdslindia.com/InvestorRels/ CorporateGovernance.html

19. 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 SEBI Listing Regulations. There was no material significant RPT transacted by the Company during the year that required Shareholders'' approval under Regulation 23 of the SEBI Listing Regulations. None of the transactions with related parties fell under the scope of Section 188(1) of the Companies Act, 2013. The disclosure of RPTs as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for FY 2024-25.

The Policy on RPT is available on the website of the Company at https://www.cdslindia.com/InvestorRels/ CorporateGovernance.html

The Disclosures of Related Party Transactions pursuant to clause 2 of para A of Schedule V of the SEBI Listing Regulations are stated below:

20. Prevention of Sexual Harassment of Women at the Workplace:

Your Company has an Internal Complaints Committee in place as prescribed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, the Committee has received one complaint and the same has been disposed of.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

a	Number of complaints filed during the Financial Year	1
b	Number of complaints disposed of	1
	during the Financial Year
c	Number of complaints pending as on	NIL
	end of the Financial Year

There were no complaints which were pending for more than 90 (ninety) days.

21. Human Resource:

A. Human Resource Development:

The Company recognizes its Human Assets as a critical resource essential for the growth of the Company. It, therefore, accords high importance to human resource development and consciously endeavors to enhance the quality and competence of its employees across cadres. It conducts induction program for new entrants and also nominates employees for training at reputed institutions for attending seminars in capital market related areas, particularly relating to depositories and also for various behavioral trainings. We are committed to investing in their growth and development and creating a positive and inclusive work environment for them. Industrial relations during the year continued to be cordial.

We remain steadfast in our commitment to nurturing employee growth and professional advancement by fostering an empowering environment. In addition to in-house behavioral development initiatives, the organization places emphasis on enhancing functional competencies and advancing strategic leadership through targeted programmes.

B. Particulars of Employees:

Information as required under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed to this report as Annexure-G.

C. Material developments in Human Resources/ Industrial Relations front, including number of people employed:

Human resources are the most valuable asset for our Organization and to engage the employees we continued our best practices on training and development and employee engagement for the entire Financial Year. During FY 2024-25, the Company focused on the employees'' wellness, physical & mental fitness by conducting in person and offline sessions on various topics including

Yoga, Meditation, Diet, Eyecare, Dental care, Breathing & Stretching Workouts, etc. We have successfully conducted various training programmes from time to time focusing on improving the behavioral competencies, skill enhancement and the technical competencies of our employees. Approximately 350 employees attended these training programmes.

In order to ensure that the remuneration of employees are fair, competitive and aligned with the Indian capital market industry, CDSL had undertaken a comprehensive salary benchmarking exercise and implemented the same for the eligible employees.

During the FY 2024-25, 105 employees were hired, and 37 employees left, or retired. There were 403 employees as on March 31, 2025.

22. Other Disclosures:

A. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review as stipulated in SEBI Listing Regulations for the year ended March 31, 2025 is enclosed as Annexure-C.

B. Business Responsibility and Sustainability Report:

As stipulated under Regulation 34 of the SEBI Listing Regulations, the BRSR describing the initiatives taken by your Company from an Environmental, Social and Governance (ESG) perspective is enclosed as Annexure-H.

C. Corporate Governance Report:

The Corporate Governance Report for the year ended March 31, 2025 is enclosed as Annexure-B.

D. Credit Rating of Securities:

Not Applicable.

E. Awards & Recognition:

The details of the awards have been mentioned in the corporate overview section on Page No. 12 of this Integrated Annual Report.

F. Prevention of Money Laundering Act:

The Prevention of Money Laundering Act, 2002 (PMLA) has been brought into force with effect from July 01, 2005. Subsequent amendments have been made to the PMLA and Prevention of Money-laundering (Maintenance of Records) Rules, 2005 over the years. CDSL, its Depository Participants (DPs) and CDSL Ventures Limited (CVL) fall under the category of ''intermediaries'' under Section 12 of the SEBI Act, 1992 and hence, PMLA and the policy guidelines issued by the regulators to combat money laundering are applicable to depository operations. As required under the guidelines, CDSL has designated a Principal Officer, Alternate Officer and Designated Director to ensure compliance with these guidelines. CDSL has prepared policy guidelines for implementation of PMLA and the same is reviewed periodically. CDSL has conducted training programmes across the country and updated DPs and their internal auditors on compliance with PMLA provisions and filing of Suspicious Transaction Reports (STR).

On regular basis, CDSL updates DPs about the new guidelines issued by FIU-IND and advisory issued by SEBI

in reference to FATF Public statement and press release issued by the United Nations Security Council (UNSC). Further CDSL conducts analysis of High-Risk alerts and files Suspicious Transaction Reports (STR), if deemed fit.

G. Disclosures under SEBI (Depositories and Participants) Regulations, 2018:

The disclosures required to be made under the provisions of the SEBI (D&P) Regulations are part of the Corporate Governance Report enclosed as Annexure-B.

H. Other Disclosures:

During the year under review:

• No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

• No shares with differential voting rights and Sweat Equity Shares have been issued.

• Your Company complies with the provisions of Maternity Benefit Act, 1961.

ACKNOWLEDGEMENT:

The Directors express their sincere gratitude for the support, guidance, and cooperation received from the Ministry of Finance, Ministry of Corporate Affairs (MCA), Government of India, Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), Insurance Regulatory and Development Authority of India (IRDAI), Warehousing Development and Regulatory Authority (WDRA), Pension Fund Regulatory and Development Authority (PFRDA), Unique Identification Authority of India (UIDAI) and other regulatory agencies. They also extend their appreciation to BSE Limited, the Promoter, all other Shareholders, Beneficial Owners, Depository Participants, Issuers, Registrar and Share Transfer Agents, and Market Infrastructure Institutions such as Stock Exchanges, Clearing Corporations, and Commodities Exchanges. Additionally, the Directors commend the unwavering dedication of the employees, whose performance, professionalism, and commitment to providing high-quality services to the Company’s clientele have been exemplary.