Your Governing Board is pleased to present the Twenty-Eighth (28^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, 2026 ("FY 2025-26").

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, 2026 is
at ^ 1,14,491.87 Lakh as against ^ 1,08,228.26 Lakh for
the previous year ended March 31, 2025, higher by 6%,
resulting in total income of ^ 1,23,849.53 Lakh for the year
ended March 31, 2026 as against ^ 1,19,926.13 Lakh for
the previous year ended March 31, 2025. Profit before Tax
(PBT) for the year ended March 31, 2026, is ^ 60,898.55
Lakh as against ^ 69,490.29 Lakh for the previous year
ended March 31, 2025. Similarly, Profit after Tax (PAT)
for the year ended March 31, 2026 is at ^ 45,507.66 Lakh
as against ^ 52,632.64 Lakh for the previous year ended
March 31, 2025. Thus, Profit after Tax for the year ended
March 31, 2026, has decreased by 14%, as against the
previous year ended March 31, 2025.

(ii) Standalone Results:

On a standalone basis, the revenue from operations of
the Company for the year ended March 31, 2026 is at
^ 96,045.23 Lakh as against ^ 84,820.91 Lakh for the
previous year ended March 31, 2025, higher by 13%,
resulting in total income of ^ 1,09,590.62 Lakh for the
year ended March 31, 2026 as against ^ 98,455.65 Lakh
for the previous year ended March 31, 2025. 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 ^ 6,200.00 Lakh during the year ended
March 31, 2026 as against ^ 4,750.00 Lakh during the
previous year ended March 31, 2025. Pursuant to Regulation
73 of the SEBI (Depositories and Participants) Regulations,
2018 [SEBI (D&P) Regulations], the contribution to IPF
is determined at ^ 2,375.28 Lakh. The Profit before Tax
(PBT) for the year ended March 31, 2026, is t 60,355.42
Lakh as against t 59,353.28 Lakh for the previous year
ended March 31, 2025. Similarly, Profit after Tax (PAT)
is t 46,820.95 Lakh for the year ended March 31, 2026
as against t 46,209.55 Lakh for the previous year ended
March 31, 2025. Thus, Profit after Tax for the year ended
March 31, 2026 has increased by 1% as against the
previous year ended March 31, 2025.

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 asAnnexure-Ato 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 at 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
t 12.75 per Equity Share ofthe face value of t 10 per share
for the financial year 2025-26, subject to the approval of
the Shareholders. The final dividend, if approved, would
result in a cash outflow of t 26,647.50 Lakh and dividend
payout ratio at 56.91%.

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

As of March 31, 2026, all the shares of the Company are
in dematerialized form, and there was no change in the
capital structure of the Company during FY 2025-26.

3.    Business Performance and Overview:

Indian Capital Markets:

The International Monetary Fund (IMF) in its World
Economic Outlook (WEO), April 2026 has revised India's
growth estimate for FY 2025-26 upward by 0.1% (from
that projected in 2026) to 6.5%. This improvement
is driven by the momentum carried over from strong
performance in 2025 and a reduction in additional U.S.
tariffs on Indian exports—from 50% to 10%—which
more than offsets the negative effects of the Middle East
conflict. The growth rate is expected to remain steady at
6.5% in 2027.

In FY 2025-26, the Indian capital market exhibited
robust performance, continuing to contribute to capital
formation and wealth creation in the country. The stock
market attained new highs and performed well despite
geopolitical disturbances and uncertainties. Nifty 50 and
BSE Sensex registered gains of approximately 12.8% and
12.1% respectively, though in the concluding quarter of the
fiscal year, the indices weakened. Growth stood balanced
across sectors.

The primary markets in FY 2025-26 remained resilient.
The Indian primary market reached new heights in FY26,
establishing a fresh benchmark for capital raising and
investor participation. SEBI data reveals that the year
closed with an all-time high of 366 IPOs, which together
raised about t1,90,000 crore—marking a strong 9.5%
increase over FY25. This momentum was largely driven by
exceptional activity in the mainboard segment, where 109
listings contributed t1,70,000 crore. At the same time, the
SME segment achieved a record milestone with 257 issues
raising t11,588 crore, underscoring robust demand and
highlighting the growth potential across both established
corporations and emerging enterprises.

(Source: SEBI Monthly Bulletin, April 2026)

Operational Performance:

A. Depository Participants and Service Centers:

As on March 31, 2026, 585 Depository Participants ("DP")
held valid registration certificates of Securities and Exchange
Board of India ("SEBI") as compared to 574 valid SEBI
registrations as on March 31, 2025. Further, investors have
access to 19,914 DP service centers spread across India.

B.    Beneficial Owner Accounts:

During the year under review, 2.71 Crore net Beneficial
Owner (BO) accounts were added, taking the total number
of such accounts to 18.01 Crore as on March 31, 2026,
making us the first Indian depository to cross the 18 Crore
demat accounts milestone.

The comparative figures of net BO accounts as on March 31,
2026, and March 31, 2025, 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 (t in Crore) -

Custody Volume (in Crore)

4. Initiatives Towards Enabling and Empowering
Investors:

Several key developments were implemented during
FY 2025-26 that helped in enabling and empowering
investors.

Key Developments:

i. Demat Account Portability -

Demat account closure cum transfer process has been
significantly enhanced with a view to facilitate ease of
doing business for the market as given below

a)    The new framework reengineered the closure
workflow, allowing Depository Participants (DPs)
to process closure requests within 2 working
days when there are no outstanding issues, while
still ensuring that cases with pending obligations
are completed within the mandated 30-days limit
to maintain process integrity.

b)    Fully automated investor transfers through
system-based PAN matching eliminated the
need for physical Client Master Lists promoting
a seamless and compliant portability process.

c)    Above implementation has majorly improved
following areas:

•    Improved portability experience across the
ecosystem.

•    Faster closure and transfer cycles.

•    Reduction in operational workload and
manual checks.

•    Higher customer satisfaction and smoother
investor movement.

•    Strong alignment with investor convenience
and simplification of demat operations.

•    Reduced complaints.

ii.    Single instruction in margin / Margin Trading
Facility (MTF) / Client Unpaid Securities Pledgee
Account (CUSPA) pledge release and invocation -

SEBI, through its regulatory presumption, has
empowered depositories to facilitate "single
instruction" mechanism to stock brokers for margin
pledge release/invocation cum early payin instruction
when clients sell pledged securities or stock brokers
invoke the pledged securities, in a seamless and
efficient manner.

Prior to this implementation, members were
required to provide separate instructions for
invocation and release and then another instruction
for payin during the sale of the securities.
New implementation is a single step process for
release, invocation, and sale/redemption through a
single-instruction mechanism. The new mechanism
eliminates the need for multiple instructions, and
members can now give one single instruction to
execute multiple transactions.

Above mentioned mechanism was introduced with
the following objectives:

•    To strengthen investor protection and prevent
misuse of client securities.

•    To streamline and automate the margin pledge/
re-pledge mechanism in the depository system.

•    Avoid accumulation of invoked but unsold
securities with brokers.

•    Operational inefficiencies in handling pledged
securities.

iii.    Reduction in timeline for Rights issue -

SEBI vide circular no. SEBI/HO/CFD/CFD-PoD-1/P/
CIR/2025/dated March 11, 2025 specified the new
framework regarding the completion of Rights issues
within 23 working days from the date of Board of
Directors of the issuer approving the Rights issue.
Accordingly, the timelines for completion of various
activities involved in the Rights issue were revised.
Thus, as per the revised timelines, the shares issued
pursuant to the Right issue should be available for
trading on T+3 (T=closure of issue).

iv.    Trading window closure - immediate relatives -

Introduction of system level Trading Window Closure
for restricting trading by Designated Persons (DPs) of
listed companies.

In order to rationalize the compliance requirement
under SEBI Prohibition of Insider Trading
Regulations, improve ease of doing business and

prevent inadvertent non-compliance by DPs as well
as enable transparency and investor protection,
the Stock Exchanges and Depositories, under the
guidance of SEBI, developed a systemic solution to
restrict trading by DPs of listed company during
trading window closure period for quarterly
financial results disclosures with effect from
October 2022.

Considering the effective implementation of the
framework for DPs of listed companies, the above
framework of system driven automated trading
window closure for financial results disclosures has
been further extended to immediate relatives of DPs
of the listed companies from July 2025.

v.    CDSL E-Voting system - Proxy Advisors
Recommendations -

Under the guidance of SEBI, a new feature
has been introduced entitled "Proxy Advisor
Recommendations" within the CDSL e-voting
platform. This addition is designed to make the voting
process not only more streamlined, but also smarter
and more impactful for investors.

With this enhancement, investors can now empower
themselves by leveraging the guidance of India's top
proxy advisors. This feature is especially beneficial
when navigating complex matters such as board
elections and executive compensation. By providing
clear, expert recommendations, investors are now
able to make more informed decisions and vote with
greater confidence.

Moreover, this initiative supports strong corporate
governance practices and enables investors to amplify
their voice by aligning with seasoned professionals.
This step will significantly enhance transparency and
promote best practices throughout the market.

vi.    Enhanced the Investor App with following
functions -

•    Simplified Login Process for Investors through
PAN and Sim Binding.

•    Provided an option to raise complaint/ dispute
through Investor Application.

•    P roxy advisor recommendations made
available to retail investors during voting in all
the E-Voting service platforms. Investors have
been provided with option on the voting
page to select "Vote" as per Proxy Advisor’s
Recommendation.

vii.    Expanded digital services including eDIS,
eNOMINATION and DigiLocker integration for demat
holdings.

viii.    As part of SEBI's initiative to develop a portal that has
all the relevant information for FPIs at one place, a
unified FPI portal knowledge portal has been jointly
developed by the Market Infrastructure Institutions
("MIIs") and launched.

ix.    In line with its commitment to investor enablement
and empowerment, CDSL along with other MIIs
actively participated in and supported the execution
of the pan India Investor Survey 2025, helping capture
critical investor insights and feedback to form future
initiatives.

x.    In line with its focus on investor enablement and
empowerment, CDSL actively participated in Samvad
2026; A Symposium on Securities Market by SEBI
and NISM, supporting efforts to strengthen investor
outreach, awareness, and engagement.

xi.    With the Account Aggregator (AA) framework
having emerged as a key digital public infrastructure
in India, CDSL engaging as a Financial Information
Provider ("FIP"), facilitates seamless but secure
access to investors' securities holdings through
the AA network. This empowers investors with
greater control over their financial data, enabling
its secure sharing with Financial Information Users
("FIUs") for lending, personal finance management,
and wealth management purposes. The initiative
enhances transparency, simplifies access to financial
services, and strengthens informed decision-making,
thereby enhancing financial inclusion and investor
empowerment.

xii.    In line with SEBI directives to enhance ease
of compliance for investors, depositories have
introduced a common filing framework for Form
121 (erstwhile Form 15G and Form 15H for non¬
deduction of TDS) across investments. Accordingly,
CDSL has enabled a streamlined and investor¬
centric mechanism for submission of Form 121
declarations directly through the depository
system for securities held in demat form. This
digital initiative empowers investors through a
secure and seamless online platform, significantly
reducing repetitive filings and minimizing manual
intervention. Further, system-generated data
relating to Form 121 submissions is shared with
issuer companies through their Registrar and
Transfer Agents ("RTAs"), enabling timely, accurate,
and transparent TDS processing for investors.

The mechanism enhances operational efficiency,
simplifies compliance, and strengthens investor
convenience and confidence.

5. Initiatives on Education & Empowerment of
Investors:

A.    Investor Awareness/Education Seminars:

CDSL Investor Protection Fund ("CDSL IPF"), along
with SEBI, 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 2025-26, CDSL IPF conducted over
3,600 IAPs in English, Hindi, and 13 regional languages
reaching over 2 lakh participants.

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. These IAPs served as a vital platform for fostering
meaningful engagement and enhancing participants'
understanding of the Indian capital markets.

During the year, CDSL hosted the 3^rd Annual Symposium,
Reimagine: Securities Market through Data Synergy.
Distinguished experts and thought leaders to deliberate
on data governance, security, and its transformative
potential in driving innovation, enhancing resilience, and
strengthening governance standards. The event witnessed
overwhelming response with participation from regulators,
MIIs, market participants, and other key stakeholders.

In addition, the inaugural edition of CDSL's Reimagine
Ideathon was conducted under the aegis of CDSL's Annual
Symposium. The Ideathon was open to students across
India, with the objective of developing solutions for investor
education and engagement. The initiative received over 400
entries, and the winners were felicitated at the Symposium
by the SEBI Chairman, Shri Tuhin Kanta Pandey.

B.    Empowering Communities through Targeted
Financial Literacy Campaigns:

In FY 2025-26, 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. Under this initiative, over
150 IAPs were conducted across 9 states and 19 districts,
reaching over 13,000 individuals.

Further in March 2025, the AtmanirbHER initiative was
introduced to empower women through digital content,
awareness programmes, and on-ground engagement.
During the year, CDSL IPF conducted over 700 sessions
which were exclusively for women participants.

The CDSL IPF, in collaboration with Amar Chitra Katha,
has launched a new investor education comic series
aimed at simplifying financial concepts and strengthening
awareness among investors.

The series was unveiled by SEBI Chairman, Shri Tuhin
Kanta Pandey at CDSL's 3^rd Annual Symposium, Reimagine:
Securities Market through Data Synergy. Developed under
the guidance of SEBI, the initiative translates complex
financial topics into engaging story-based narratives
designed to encourage informed participation in India's
capital markets.

The comics will be available in both digital and print
formats and distributed through investor protection
programmes in 12 languages, including English, Hindi,
Assamese, Bengali, Tamil, and Telugu, to ensure wider
reach across urban and rural regions.

To further strengthen investor empowerment, SEBI, the
Investor Education and Protection Fund Authority (IEPFA),
and other MIIs launched the "Investor Guide to Investor
Protection & Education Fund (IPEF)", which was developed
by CDSL. The guide provides a step-by-step reference to
help investors resolve queries related to the IPEF claims
process. The booklet is available on the Company’s website
and is disseminated through investor outreach initiatives.

• Additionally, CDSL IPF conceptualized an explainer
video titled "Understanding the Process of Claiming
Unpaid Dividends through IEPF", which was launched
by IEPFA and SEBI in collaboration with other MIIs.
The video has been produced in English, Hindi, and
selected regional languages to enhance accessibility
and strengthen investor understanding of the
IEPF claims process https://www.youtube.com/
watch?v=Ec-6uTDErLQ.

C. Social Media Campaign:

CDSL IPF strategically leveraged social media platforms
to engage younger audiences and expand investor
awareness. At the core of this digital outreach was the
flagship campaign Atmanirbhar Investor, which served
as a cornerstone of its online engagement strategy and
reinforced the commitment to fostering informed and
empowered investors.

In FY 2025-26, CDSL IPF executed a series of financial
literacy initiatives, including Kaun Banega AI?,
#SEBIvsSCAM, Sawaal Karo Scam ko Slam Karo, AI vs
AI, Ms. Atmanirbhar Investor, and SEBI Check Karo.
These campaigns were designed to strengthen investor

awareness and promote informed decision-making.
The initiatives covered critical investor education themes
such as scam prevention, nominations, SEBI check tool,
How to claim unpaid dividends via IEPFA, eCAS etc.

To ensure broad accessibility and regional relevance, all
campaign content was produced in Hindi, English, and
10 regional languages. Collaborations with RJ Malishka,
RJ Naved, and RJ Sidhu helped create engaging video
content aimed at building awareness about financial
scams, educating audiences on how to stay protected, and
connecting effectively with younger, digitally savvy viewers.

A diverse mix of content formats; videos, reels, static posts,
quizzes, OTT integrations, etc. was strategically curated
to capture audience attention and sustain engagement.
Collectively, these initiatives aimed to educate, empower,
and safeguard investors through engaging, credible, and
easily accessible content.

In addition to campaign-specific initiatives, our social
media presence played a critical role in disseminating
important updates and building a community of investors
who actively engage with investor education content and
share it within their networks.

Facebook: https://www.facebook.com/cdslindia
X (formerly Twitter): https://x.com/cdslindia
LinkedIn: https://www.linkedin.com/company/
cdslindia

Instagram: https://www.instagram.com/cdslindia
YouTube: https://www.youtube.com/@CDSLIndiaLtd
WhatsApp Channel: https://whatsapp.com/
channel/0029Vao84Nu11ulQQx43so3p

To further strengthen outreach, WhatsApp and email
communications were also actively used, ensuring a
holistic and far-reaching investor engagement strategy.
This integrated digital approach reflects 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 fwww.cdslindia.com) is now
available in English as well as 11 regional Indian 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.

During the year, CDSL launched www.cdslipf.com.
a dedicated investor education portal offering
easy-to-understand articles, infographics, and learning

resources in English and 11 regional Indian languages,
supporting informed participation across both urban and
rural India.

6. New Advancements:

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

B. Changes in Composition of the Governing Board
and Key Management/Managerial Personnel
(KMPs) during the financial year ended March
31, 2026, and upto the date of the report:

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 February 06, 2026, had
accorded its approval for the appointment of Shri
Ganesh Kumar (DIN: 07635860) & Shri Rajesh
Tuteja (DIN: 08952755) as Public Interest Directors/
Independent Directors on the Governing Board
of the Company for a period of three (3) years.
Their appointment was effective from February 18,
2026, up to February 05, 2029, and they shall not be
liab le to retire by rotation as per the extant regulations.

ii.    SEBI vide its letter dated May 25, 2026, had accorded
its approval for the appointment of Shri Amit Mahajan
(DIN: 06984769) as Executive Director for Vertical 1
and the appointment on the Governing Board of the
Company is effective from June 11, 2026 upto June 10,
2031. He shall not be liable to retire by rotation, in
accordance with the applicable provisions of law.
His appointment is placed before the shareholders
for ratification in this ensuing 28^th AGM.

iii.    SEBI vide its letter dated May 25, 2026, had
accorded its approval for the appointment of Smt.
Nayana Ovalekar (DIN: 02195513) as Executive
Director for Vertical 2 and the appointment on the
Governing Board of the Company is effective from
June 19, 2026 upto June 18, 2031. She shall not be
liable to retire by rotation, in accordance with the
applicable provisions of law. Her appointment is
placed before the shareholders for ratification in this
ensuing 28^th AGM.

Re-appointment of Directors:

i.    SEBI, vide its letter dated September 10, 2025,
approved, the re-appointment of Smt.
Rajeshree Sabnavis (DIN: 06731853) as a Public
Interest Director/Independent Director on the
Governing Board of the Company for a period of three
(3) years with effect from November 29, 2025, up to
November 28, 2028. She shall not be liable to retire
by rotation, as per the extant regulations.

ii.    SEBI, vide its letter dated November 21, 2025,
approved the re-appointment of Shri Gurumoorthy

Mahalingam (DIN: 09660723) as a Chairperson and
Public Interest Director/Independent Director on
the Governing Board of the Company for a period of
three (3) years with effect from February 27, 2026, up
to February 26, 2029. He shall not be liable to retire
by rotation, as per the extant regulations.

Resignation of Director:

Prof. (Dr.) Bimalkumar N. Patel (DIN: 03006605) had
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.

Retirement by rotation and subsequent appointment
in his place:

Shri Masil Jeya Mohan P. (DIN: 08502007),
Non-Independent Director of the Company was liable to
retire by rotation at 27^th Annual General Meeting ("AGM")
of the Company held on August 14, 2025, but did not offer
himself for re-appointment. Shri Rajesh Kumar (DIN:
11191844) was appointed as a Non-Independent Director
of the Company by the Shareholders at 27^th AGM of the
Company and further approval was received from SEBI
vide its letter dated September 12, 2025, and accordingly
his appointment was effective from September 12, 2025
and he shall be liable to retire by rotation, in accordance
with applicable provisions of law.

Completion of Tenure of Directors:

The tenure of Shri Balkrishna V. Chaubal
(DIN: 06497832), Prof. Umesh Bellur (DIN: 08626165),
and Shri Sidhartha Pradhan (DIN:06938830) has been
completed and accordingly, they have ceased to be the
Public Interest Directors/Independent Directors on
the Governing Board of the Company with effect from
July 29, 2025, November 28, 2025, and November 28, 2025,
respectively. Further, Shri Balkrishna V. Chaubal ceased to
be Chairperson of the Company with effect from July 29,
2025.

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

i. Appointment/Re-appointment of Key
Management/Managerial Personnel/Senior
Management:

Shri Sunil Alvares has been re-appointed as the
Managing Director & CEO of CDSL Ventures
Limited, the wholly owned subsidiary of the
Company. Accordingly, he was designated as a
Key Management Personnel/Senior Management
w.e.f. November 01, 2025, to April 30, 2026.
Further, he has been re-appointed for another

term w.e.f. May 01, 2026, to April 30, 2029, and he
continues to be categorized as a Key Management
Personnel/Senior Management for the said period.

ii. Changes in Designation of Key Management/
Managerial Personnel/Senior Management:

•    Pursuant to internal re-classification, Shri
Sudhish Pillai, Vice President - Investor
Protection Fund (IPF Secretariat), has been
categorized as Key Management Personnel/
Senior Management w.e.f. January 31, 2026.

•    The designation of Shri Joy Banerjee, Senior Vice
President has been changed from Head Human
Resources & Administration to Chief Human
Resources Officer & Head Administration w.e.f.
May 02, 2026.

C. Declaration from Directors:

a)    The Company has received necessary declarations
from the Public Interest Directors/Independent
Directors confirming that they meet the criteria
of independence as specified in Section 149(6)
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 Public Interest Directors/ Independent Directors,
forms part of the Corporate Governance Report,
which is enclosed asAnnexure-B.

d)    In 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, which is enclosed as
Annexure-B.

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

12 (Twelve) Meetings of the Governing Board were held
during FY 2025-26. 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 and any
other modifications or amendments or re-enactments
made thereof.

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 & CEO;

(ii)    Public Interest Directors/Independent Directors;

(iii)    Managing Director & 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:

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 & 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.

The Governing Board ofthe Company carried out the annual
evaluation of the Governing Board as a whole, Committees
of the Governing Board, N on-Independent Directors, Public
Interest Directors/Independent Directors, Managing
Director & CEO and Chairperson of the Governing Board as
per the regulatory requirements and the 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.

External Evaluation:

SEBI, vide its circulars as amended from time to time, 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 the 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.

Further, SEBI vide Circular dated November 22, 2024,
prescribes that MIIs shall develop skill evaluation
metrics to assess the applications for appointment or
re-appointment of PIDs and NIDs. Further, MIIs shall
take the help of an independent Human Resource (HR)
Agency to independently collect/verify the information as
required.

For the year under review, 2 (two) Public Interest
Directors/Independent Directors were eligible to be
evaluated by the External Agency.

Accordingly, for the year under review and basis the
external evaluation conducted by M/s. Deloitte Touche
Tohmatsu India LLP, Smt. Rajeshree Sabnavis (DIN:
06731853) was re-appointed as a Public Interest Director
/ Independent Director for a second term of three years
with effect from November 29, 2025 and Shri Gurumoorthy
Mahalingam (DIN: 09660723) was re-appointed as a Public
Interest Director / Independent Director for a second term
of three years with effect from February 27, 2026.

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 was conducted for
the Financial Year 2024 - 25. Subsequent evaluations will
be conducted for each successive block of three Financial
Years. The evaluation for Financial Year 2024-25 concluded
that CDSL & its Statutory Committees are governing well.

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. Accordingly, the report on internal
evaluation of the Company and its Statutory Committee
was approved by the Governing Board in its meeting held
on June 25, 2026.

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 Directors' Appointment and
Remuneration:

The Nomination and Remuneration Policy has been framed
in order to set out principles, parameters and governance
framework for the appointment, re-appointment and
remuneration for Directors, Managing Director & CEO,
Executive Directors, Key Management/Managerial
Personnel, Independent External Professionals
and employees of the Company. The Nomination &
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 2025-26 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.

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

•    Managing Director & CEO: Guidelines on
appointment, re-appointment, tenure, removal,
retirement, remuneration, and roles and
responsibilities.

•    Executive Directors: Guidelines on appointment,
re-appointment, tenure, removal, retirement,
remuneration, and roles and responsibilities.

•    Key Management Personnel: Guidelines on
appointment, re-appointment, tenure, removal,
retirement, remuneration and roles & responsibilities
of KMPS and specific clauses applicable to Chief
Regulatory Officer, Chief Risk Officer, Chief Technology
Officer and Chief Information Security Officer.

•    Independent External Professionals (IEPs):

Guidelines on appointment and remuneration.

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

During the year under review, in accordance with
amendments to SEBI (D&P) Regulations and other
relevant laws/Regulations, necessary modifications were
implemented in the policy.

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 asAnnexure-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, 2026 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, there was no corporate action implemented.

8. Subsidiary Companies, Associate Companies and Joint Ventures:

Details of Subsidiary Companies, Associate Companies and Joint Ventures:

Your Company has the following Subsidiary and Associate Companies as on March 31, 2026:

Further, during the year under review, no Companies have become or ceased to be subsidiary, associate or joint venture of the
Company other than the above mentioned.

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 2025-26.

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

Financial disincentive was imposed on your Company:

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

The Company has transferred the Financial
Disincentives amount of t3 Crore to CDSL Investor
Protection Fund on April 15, 2025. The Management
has submitted the RCA report which was approved
by SCOT/Governing Board and also presented to
SEBI TAC. All the actions from the RCA report have
been completed thus ensuring such instances do
not recur.

10. Investor Education and Protection Fund:

A. Contribution towards Investor Education and Protection Fund (IEPF):

B. Amount of Unpaid or Unclaimed Dividend:

In accordance with the provisions of Section 125 of the Companies Act, 2013 ('the Act’) read with the Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the details of dividend declared by the
Company that are due to be transferred to IEPF for the next seven years along with their respective due dates for their transfer,
are mentioned below:

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.comor to the RTA of the Company on e-mail ID: rnt.helpdesk@in.mpms.
mufg.comor by post to RTA's address at C-101,247 Park, L.B.S. Marg, Vikhroli West, Mumbai - 400 083, Maharashtra,
India.

Transfer of unpaid or unclaimed dividends and shares
to IEPF:

Details of dividends and shares transferred to IEPF,
during the financial year 2025-26, in accordance with the
applicable provisions of the Act and IEPF Rules, are given
below:

Details of unclaimed dividends and equity shares liable to be
transferred to IEPF during financial year 2026-27, and the
process for claiming the same from IEPF are available on the
website of the company at https://www.cdslindia.com/
InvestorRels/ShareholderCorner.html#section4

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, 2026, 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 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 and Audit Report:

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 1, 2023 to hold office from the conclusion of
the 25^th Annual General Meeting till the conclusion of the
30^th Annual General Meeting. Accordingly, S. R. Batliboi &
Co. LLP were the Statutory Auditors of the Company for
the FY 2025-26 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, 2026.

C.    Internal Auditors and Internal Audit Report:

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 of the Company for the period from April 01,
2025, to March 31, 2026. The Governing Board, based on
the recommendation of Audit Committee at its meeting
dated March 27, 2026 approved the re-appointment
of M/s. Mukund M. Chitale as Internal Auditors of
the Company for a period from April 01, 2026 upto
March 31, 2027.

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

D.    Secretarial Auditors and Secretarial Audit Report:

In compliance with Regulation 24A of SEBI
Listing Regulations and Section 204 of the
Companies Act, 2013 read with Rules made
thereunder, M/s. Vatsal Doshi & Associates (C.P.No.
22976/ Membership No. F12399), Practicing Company
Secretaries, Mumbai was appointed for a period of 5
(five) consecutive financial years commencing from
FY 2025-26 upto ensuing FY 2029-30. A copy of the
Secretarial Audit Report issued in Form MR-3 by
M/s. Vatsal Doshi & Associates, Secretarial Auditors is
enclosed asAnnexure-Dto 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-Eto this report.

M/s. Vatsal Doshi & Associates (C.P.No. 22976/ Membership
No. F12399) has complied 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 inAnnexure-D
to this report does not contain any qualifications,
reservations, or adverse remarks or disclaimers.
However, the report mentions that SEBI vide its letter
dated April 07, 2025, had advised the Company to deposit
^ 3,00,00,000/- (Rupees Three Crores Only) into the "CDSL
Investor Protection Fund" as Financial Disincentive for
some past technical glitches between years 2021 to 2024
and the Company has transferred the amount to CDSL IPF
on April 15, 2025.

E.    Annual Secretarial Compliance Report:

Your Company has undertaken an audit for the FY 2025-26
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 2025-26 and is available on the website of the
Company at https://www.cdslindia.com/InvestorRels/
CorporateGovernance.html

F.    Cost Records:

The 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:

15.    Risk Management and Compliance:

CDSL has adopted an enterprise-wide Risk Management
Framework to facilitate the identification, assessment and
management of risks across its operations. The framework
is based on four key elements, which include risk
assessment, risk treatment, risk reporting, and risk
remediation and monitoring, and provides a structured
approach to risk management across the organisation.

The Risk Management function operates independently
of business and operational units, thereby supporting
objective oversight and appropriate risk governance.

The organisation continues to focus on promoting a
risk aware culture. Risk awareness initiatives, training
programmes and engagement with relevant internal and
external stakeholders are undertaken to integrate risk
considerations into routine operational and decision
making processes.

The Enterprise Risk Management (ERM) Framework,
along with related initiatives, supports the organisation in
identifying emerging risks and responding appropriately
to changes in the operating and regulatory environment.

Further details are available in the Management Discussion
and Analysis Report attached asAnnexure-C.

16.    Corporate Social Responsibility (CSR):

At CDSL, we recognise that our responsibilities extend
beyond business operations and encompass a broader
commitment to society. Guided by our Corporate Social
Responsibility ("CSR") Policy, framed in accordance with
Section 135 of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the
Company endeavours to support inclusive, sustainable and
responsible development while upholding high standards
of ethical governance and transparency.

During FY 2025-26, the Company continued its focus on
creating longterm social value through CSR initiatives
across key thematic areas such as Education, Healthcare,
Environment, Rural Development & Livelihood, along
with other initiatives like cultural heritage restoration
and disaster relief. These programmes were implemented
through nineteen (19) credible CSR partners and reached
socially and economically disadvantaged communities
across all States and Union Territories of India, marking
the third consecutive year of pan India CSR coverage.

The details of CSR projects undertaken during FY 2025¬
26, including the names of CSR partners and locations, are
presented below:

The Company has established robust governance and
monitoring mechanisms for its CSR initiatives, including
defined processes for identifying focus areas, partner selection,
due diligence, monitoring and evaluation and fund utilisation
tracking. These mechanisms ensure effective oversight,
accountability and longterm sustainability of CSR programmes.

Each initiative undertaken reflects the Company's commitment
to inclusive growth and shared value creation. CDSL continues
to work closely with its partners and stakeholders to deliver
measurable and enduring social impact.

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

A detailed report on CSR activities undertaken during FY
2025-26, pursuant to Section 135 and Schedule VII of
the Companies Act, 2013 read with the applicable Rules,
forms part of this Integrated Annual Report and is provided
inAnnexure F.

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 and such other
circulars issued thereunder and as may be amended from
time to time, enabling Stakeholders to report any concern
of unethical behaviour or any alleged wrongful conduct,
suspected fraud or violation.

The said policy inter-alia provides safeguard against
victimization of the Whistle Blower, Stakeholders including
Directors, Employees etc.

During the year under review, no Stakeholder was
denied access to the Audit Committee/Chairperson of the
Governing Board as the case may be.

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 Financial Year 2025-26 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 were no material related party
transactions of the Company that require Shareholders’
approval under Regulation 23 of the Listing Regulations.
None of the transactions with related parties fell under the
scope of 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 Policy on RPT is available on the website of the Company at https://www.cdslindia.com/lnvestorRels/
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:

The Disclosures of transactions of the Company with any person or entity belonging to the Promoter/Promoter Group which
hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards pursuant
to clause 2A of para A of Schedule V of the SEBI Listing Regulations are stated below:

* Amount less than t 500

20. Report by Internal Complaints Committee:

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 not received any complaint in this regard.

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

Since there were no complaints during the financial year, none were pending for more than 90 (ninety) days.

21. Human Resource:

A. Human Resource Development:

a.    The Company recognizes its employees as a vital and
strategic asset, fundamental to its long-term growth,
sustainability, and success. In alignment with the
Company's philosophy of fostering a people-centric,
inclusive, and high-performance culture, continuous
emphasis is placed on enhancing employee capability,
engagement, and well-being across all levels of the
organization.

b.    The Company remains committed to providing a
fair, respectful, safe, and inclusive workplace that
encourages continuous learning, collaboration,
innovation, and professional growth.
Structured induction programmes are conducted for
new employees to facilitate effective integration into
the organization and to familiarize them with the
Company’s values, policies, and business practices.
Employees are also nominated to participate
in external seminars, conferences, certification
programmes, and training initiatives conducted
by reputed institutions, particularly in areas
related to capital markets, depositories, leadership
development, behavioural competencies, and
emerging industry practices.

c.    The Company continues to invest in employee learning
and development through a combination of technical,
functional, behavioural, and leadership training
interventions aimed at strengthening organizational
capability and future readiness. The Company also
encourages a culture of continuous feedback, mutual
respect, and collaborative growth.

d.    Industrial relations during the year remained
cordial and harmonious. The Company maintained
constructive engagement with employees across
functions and continued to uphold practices that
support transparency, trust, and employee well-being.

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 asAnnexure-G.

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

Human resources continue to remain the cornerstone of
the Company's success. During FY 2025-26, the Company
strengthened its focus on employee engagement, capability
building, and holistic wellness through various people
initiatives aligned with its organizational values and
strategic priorities.

As part of its employee wellness agenda, the Company
conducted several in-person and virtual sessions covering
physical, mental, and emotional well-being. These initiatives
included sessions on yoga, meditation, nutrition and diet
awareness, eye care, dental care, breathing and stretching
exercises, self-defence, and overall wellness management,
aimed at promoting a healthier and more balanced work
environment.

The Company also organized multiple learning and
development programmes throughout the year with a
focus on behavioural effectiveness, skill enhancement,
leadership development, and technical competency
building. More than 200 employees participated in these
programmes during the financial year, reflecting the
Company's continued commitment to nurturing talent and
building a future-ready workforce.

The Company believes that an engaged, empowered, and
resilient workforce is critical to delivering sustainable
value to all stakeholders and will continue to strengthen
its people practices in line with evolving business needs
and industry standards.

During the FY 2025-26, 117 employees were hired, and 26
employees left, or retired. There were 494 employees as on
March 31, 2026.

D. Disclosure of compensation paid to Key Management Personnel pursuant to Regulation 28(5) and 28(6)
of the SEBI (Depositories and Participants) Regulations, 2018:

*EMM KMP - Executive Management Member Key Management Personnel
**Non-EMM KMP - Non-Executive Management Member Key Management Personnel

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, 2026 is enclosed
asAnnexure-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, 2026 is enclosed asAnnexure-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. 16-17 of this
Integrated Annual Report.

F.    Prevention of Money Laundering Act:

CDSL, its Depository Participants (DPs), and CDSL Ventures
Limited (CVL) are classified as "intermediaries" under
Section 12 of the SEBI Act, 1992 and are, accordingly, subject
to the provisions of the Prevention of Money Laundering
Act, 2002 and the Prevention of Money-laundering
(Maintenance of Records) Rules, 2005 framed thereunder.
As SEBI-registered intermediaries, we uphold a robust
governance framework led by a Designated Director and
Principal Officer and to ensure continuous oversight.
Our policy guidelines undergo regular updates to integrate
the latest directives from SEBI and FIU-IND, while aligning
with FATF and UN Security Council advisories.

To fortify the ecosystem, we conduct extensive nationwide
training for DPs and their internal auditors, perform
sophisticated analysis of high-risk alerts, and proactively
file Suspicious Transaction Reports (STR) to maintain the
highest standards of financial integrity.

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 asAnnexure-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 Transfer Agents, and Market
Infrastructure Institutions such as Stock Exchanges, Clearing
Corporations, and Commodities Exchanges. Additionally, the
Directors commend the unwavering dedication ofthe employees,
whose performance, professionalism, and commitment to
providing high-quality services to the Company's clientele have
been exemplary.

For and on behalf of the Board of Directors
Central Depository Services (India) Limited

Gurumoorthy Mahalingam
Place: Mumbai    Chairperson

Date: June 25, 2026    (DIN: 09660723)