DRAFT RED HERRING PROSPECTUS

Dated December 28, 2016

(The Draft Red Herring Prospectus will be updated upon filing with the RoC)
Please read Section 32 of the Companies Act, 2013
Book Built Offer

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Our Company was incorporated at Mumbai on November 27, 1992 as National Stock Exchange of India Limited, a public limited company under the Companies Act, 1956. Our Company obtained the certificate of
commencement of business on March 2, 1993. For details relating to changes in the registered office of our Company, see “History and Certain Corporate Matters” on page 182.
Registered Office and Corporate Office: “Exchange Plaza”, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400 051; Tel: (91 22) 2659 8100; Fax: (91 22) 2659 8120
Contact Person: S. Madhavan, Company Secretary and Compliance Officer
E-mail: nseipo@nse.co.in; Website: www.nseindia.com
Corporate Identity Number: U67120MH1992PLC069769

OUR COMPANY IS A PROFESSIONALLY MANAGED COMPANY AND DOES NOT HAVE AN IDENTIFIABLE PROMOTER IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “SEBI ICDR REGULATIONS”) AND THE COMPANIES ACT, 2013, AS AMENDED
PUBLIC OFFER OF UP TO 111,411,970 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH (“EQUITY SHARES”) OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (OUR “COMPANY”) FOR CASH AT A PRICE OF ₹ [●] PER
EQUITY SHARE, THROUGH AN OFFER FOR SALE BY THE PERSONS LISTED IN ANNEXURE A (“SELLING SHAREHOLDERS”), AGGREGATING UP TO ₹ [●] MILLION (THE “OFFER”). THE OFFER WOULD CONSTITUTE
22.5% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 1 EACH. THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE JOINT GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD
MANAGERS AND BOOK RUNNING LEAD MANAGERS (COLLECTIVELY, THE “MANAGERS”) AND THE PRICE BAND WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE MANAGERS AND UPON DUE
CONSIDERATION OF THE RECOMMENDATION OF THE SELLING SHAREHOLDERS’ COMMITTEE AND WILL BE ADVERTISED IN ALL EDITIONS OF [●], ALL EDITIONS OF [●] AND [●] EDITION OF [●] (WHICH ARE
ENGLISH, HINDI AND MARATHI NEWSPAPERS, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE THE REGISTERED OFFICE OF OUR COMPANY IS LOCATED), EACH WITH WIDE
CIRCULATION, AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (THE “STOCK EXCHANGE”) FOR THE PURPOSE OF UPLOADING ON ITS
WEBSITE.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and
the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchange, by issuing a press release, and also by indicating the change on the websites of the Managers and at the terminals of the Syndicate Members and by
intimation to Self Certified Syndicate Banks (“SCSBs”), Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents.
This Offer is being made in compliance with Regulation 45 of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012, as amended (“SECC Regulations”). Further, this Offer is being made through the Book
Building Process, in terms of Rule 19(2)(b(iii)) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) for at least 10% of the post-Offer paid-up Equity Share capital of our Company. The Offer is being made in accordance with Regulation
26(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company may, in consultation with the Managers, allocate up to 60% of the
QIB Portion to Anchor Investors on a discretionary basis, out of which one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in
accordance with the SEBI ICDR Regulations. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation
on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis
to Non-Institutional Investors and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential
investors, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account which will be blocked by the SCSBs, to participate in this Offer. For
details, see “Offer Procedure” beginning on page 506.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 1 each and the Floor Price is [●] times the face value and the Cap Price is [●] times the face value. The Offer Price
(determined and justified by our Company in consultation with the Selling Shareholders’ Committee and the Managers, as stated under “Basis for Offer Price” beginning on page 103) should not be taken to be indicative of the market price of the Equity Shares
after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking
an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by
Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 19.
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the
information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission
of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, the Selling Shareholders accept responsibility that this Draft Red Herring
Prospectus contains all information about themselves as the Selling Shareholders in the context of the Offer and assume responsibility for statements in relation to themselves included in this Draft Red Herring Prospectus and the Equity Shares offered by them
in the Offer and that such statements are true and correct in all material respects and not misleading in any material respect. However, each Selling Shareholder does not assume any responsibility for any other statement, including any statements made by or in
relation to our Company or the other Selling Shareholders in this Draft Red Herring Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchange. Our Company has received an ‘in-principle’ approval from the Stock Exchange for the listing of the Equity Shares pursuant to letter bearing number
[●] dated [●]. For the purposes of the Offer, the Designated Stock Exchange shall be [●].
JOINT GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS

Citigroup Global Markets India Private Limited* JM Financial Institutional Securities Limited Kotak Mahindra Capital Company Limited Morgan Stanley India Company Private Limited*
1202, 12th Floor, First International Financial Centre, G-Block C54 7th Floor, Cnergy 1st Floor, 27 BKC, Plot No. 27, G Block 18F, Tower 2, One Indiabulls Centre
& 55 Bandra Kurla Complex, Bandra (East) Appasaheb Marathe Marg Bandra Kurla Complex, Bandra (East) 841, Senapati Bapat Marg
Mumbai 400 051 Prabhadevi Mumbai 400 051 Mumbai 400 013
Tel: (91 22) 6175 9999 Mumbai 400 025 Tel: (91 22) 4336 0000 Tel: (91 22) 6118 1000
Fax: (91 22) 6175 9961 Tel: (91 22) 6630 3030 Fax: (91 22) 6713 2447 Fax: (91 22) 6118 1040
E-mail: nse.ipo@citi.com Fax: (91 22) 6630 3330 E-mail: nse.ipo@kotak.com E-mail: nse_ipo@morganstanley.com
Investor grievance e-mail: investors.cgmib@citi.com E-mail: nse.ipo@jmfl.com Investor grievance e-mail: kmccredressal@kotak.com Investor grievance e-mail:
Contact person: Saksham Bhandari Investor grievance e-mail: grievance.ibd@jmfl.com Contact person: Ganesh Rane investors_india@morganstanley.com
Website: Contact person: Lakshmi Lakshmanan Website: www.investmentbank.kotak.com Contact person: Satyam Singhal
http://www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm Website: www.jmfl.com SEBI registration number: INM000008704 Website: http://www.morganstanley.com/about-us/global-
SEBI registration number: INM000010718 SEBI registration number: INM000010361 offices/india/
SEBI registration number: INM000011203
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

HDFC Bank Limited* ICICI Securities Limited IDFC Bank Limited IIFL Holdings Limited Link Intime India Private Limited
Investment Banking Group, Unit No. 401 & 402 ICICI Centre, H.T. Parekh Marg Naman Chambers 10th Floor, IIFL Centre C-13, Pannalal Silk Mills Compound
4th Floor, Tower B Churchgate C-32, G-Block, Bandra Kurla Complex, Kamala City, Senapati Bapat Marg L.B.S. Marg, Bhandup (West)
Peninsula Business Park, Lower Parel Mumbai 400 020 Bandra (East) Lower Parel (West), Mumbai 400 013 Mumbai 400 078
Mumbai 400 013 Tel: (91 22) 2288 2460 Mumbai 400 051 Tel: (91 22) 4646 4600 Tel: (91 22) 6171 5400
Tel: (91 22) 3395 8019 Fax: (91 22) 2282 6580 Tel: (91 22) 6622 2600 Fax: (91 22) 2493 1073 Fax: (91 22) 2596 0329
Fax: (91 22) 3078 8584 E-mail:nse.ipo@icicisecurities.com Fax: (91 22) 6622 2501 E-mail: nse.ipo@iiflcap.com E-mail: nse.ipo@linkintime.co.in
E-mail: nse.ipo@hdfcbank.com Investor grievance e-mail: E-mail: nse.ipo@idfcbank.com Investor grievance e-mail: Investor grievance e-mail:
Investor grievance e-mail: customercare@icicisecurities.com Investor grievance e-mail: ig.ib@iiflcap.com nse.ipo@linkintime.co.in
investor.redressal@hdfcbank.com Contact person: Rupesh Khant/Prem D’Cunha mb.ig@idfcbank.com Contact person: Gaurav Singhvi/ Pinak Contact person: Shanti Gopalkrishnan
Contact person: Rishi Tiwari/ Keyur Desai Website: www.icicisecurities.com Contact person: Rajshekhar Swamy/ Gaurav Bhattacharyya Website: www.linkintime.co.in
Website: www.hdfcbank.com SEBI registration number: INM000011179 Goyal Website: www.iiflcap.com SEBI registration number: INR000004058
SEBI registration number: INM000011252 Website: www.idfcbank.com SEBI registration number: INM000010940
SEBI registration number:
MB/INM000012250
BID/OFFER PROGRAMME
BID/OFFER OPENS ON** [●]
BID/OFFER CLOSES ON*** [●]
*In compliance with the proviso to Regulation 21A(1) of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended, read with proviso to Regulation 5(3) of the SEBI ICDR Regulations, Citigroup
Global Markets India Private Limited,, Morgan Stanley India Company Private Limited and HDFC Bank Limited will be involved only in marketing of the Offer.
**Our Company may, in consultation with the Managers, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer
Opening Date.
***Our Company may, in consultation with the Managers, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
 TABLE OF CONTENTS

SECTION I: GENERAL ........................................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 1
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ......................... 15
FORWARD-LOOKING STATEMENTS ............................................................................................................................. 18
SECTION II: RISK FACTORS ............................................................................................................................................. 19
SECTION III: INTRODUCTION.......................................................................................................................................... 49
SUMMARY OF INDUSTRY ................................................................................................................................................ 49
SUMMARY OF OUR BUSINESS ........................................................................................................................................ 62
SUMMARY OF FINANCIAL INFORMATION .................................................................................................................. 70
THE OFFER .......................................................................................................................................................................... 84
GENERAL INFORMATION ................................................................................................................................................ 85
CAPITAL STRUCTURE ...................................................................................................................................................... 93
OBJECTS OF THE OFFER ................................................................................................................................................. 101
BASIS FOR OFFER PRICE ................................................................................................................................................ 103
STATEMENT OF TAX BENEFITS ................................................................................................................................... 106
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 111
INDUSTRY OVERVIEW ................................................................................................................................................... 111
OUR BUSINESS ................................................................................................................................................................. 152
REGULATIONS AND POLICIES ...................................................................................................................................... 177
HISTORY AND CERTAIN CORPORATE MATTERS ..................................................................................................... 182
OUR SUBSIDIARIES ......................................................................................................................................................... 185
OUR MANAGEMENT ....................................................................................................................................................... 191
OUR GROUP COMPANIES ............................................................................................................................................... 206
RELATED PARTY TRANSACTIONS .............................................................................................................................. 212
DIVIDEND POLICY........................................................................................................................................................... 213
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 214
FINANCIAL STATEMENTS ............................................................................................................................................. 214
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
............................................................................................................................................................................................. 428
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 450
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .......................................................................... 450
GOVERNMENT AND OTHER APPROVALS .................................................................................................................. 464
OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................................................... 470
SECTION VII: OFFER INFORMATION .......................................................................................................................... 493
TERMS OF THE OFFER .................................................................................................................................................... 493
OFFER STRUCTURE ......................................................................................................................................................... 502
OFFER PROCEDURE ........................................................................................................................................................ 506
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES..................................................................... 546
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 547
SECTION IX: OTHER INFORMATION ........................................................................................................................... 558
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................. 558
DECLARATION ................................................................................................................................................................. 560
ANNEXURE A - LIST OF SELLING SHAREHOLDERS ................................................................................................. 562
ANNEXURE B - US RESALE LETTER............................................................................................................................. 563

(i)
 SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, shall have the meanings provided below. References to any legislation, act, regulation, rules,
guidelines, policies, circulars, notifications or clarifications shall be to such legislation, Act, regulation, rules,
guidelines, policies, circulars, notifications or clarifications as amended.

The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms
under the SEBI Act, the SECC Regulations, the SEBI ICDR Regulations, the Companies Act, the SCRA, the
Depositories Act, and the rules and regulations made thereunder, unless the context otherwise indicates or implies.

Conventional / General Terms

Term Description
our Company National Stock Exchange of India Limited, a company incorporated under the
Companies Act, 1956 and having its registered office at “Exchange Plaza”, C-1,
Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400 051
we / us / our Unless the context otherwise indicates or implies, refers to our Company
together with its Subsidiaries

Company Related Terms

Term Description
AoA / Articles of Association The articles of association of our Company
Board / Board of Directors The board of directors of our Company or a duly constituted committee thereof
BFSI Sector BFSI Sector Skill Council of India
CAMS Investor CAMS Investor Services Private Limited
Computer Age/CAMS Computer Age Management Services Private Limited
Corporate Office “Exchange Plaza”, C-1, Block G, Bandra Kurla Complex, Bandra (East),
Mumbai 400 051
Director(s) The director(s) of our Company
DotEx DotEx International Limited
Equity Shares The equity shares of our Company of face value of ₹ 1 each
Group Companies The companies which are covered under the applicable accounting standards
and also other companies considered material by our Board, as identified in
“Our Group Companies” beginning on page 206
GSTN Goods and Services Tax Network
IISL India Index Services and Products Limited
Joint Auditors Khandelwal Jain & Co.,Chartered Accountants and Price Waterhouse & Co.
Chartered Accountants LLP
Key Management Personnel The key management personnel in terms of the SEBI ICDR Regulations and
identified in “Our Management” beginning on page 197
Market Simplified Market Simplified India Limited
MoA / Memorandum of The memorandum of association of our Company
Association
NCCMP NSE Academy’s Certified Capital Market Professional
NCDEX National Commodity & Derivatives Exchange Limited
NCFM NSE Academy Certification in Financial Markets
NSCCL National Securities Clearing Corporation Limited
NSDL National Securities Depository Limited
NSDL Database NSDL Database Management Limited

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 Term Description
NSDL e-Governance NSDL e-Governance Infrastructure Limited
NSE Academy NSE Academy Limited
NSEIT NSEIT Limited
NSEIT US NSEIT (US) Inc.
NSE Infotech NSE Infotech Services Limited
NSE IFSC NSE IFSC Limited
NSE IFSC Clearing Corporation NSE IFSC Clearing Corporation Limited
NSE Strategic Investment NSE Strategic Investment Corporation Limited
Oliver Wyman Oliver Wyman Limited (India branch)
Oliver Wyman Report Oliver Wyman Limited (India branch) Industry Report dated December 16,
2016
Public Interest Director A public interest director in terms of Regulation 2(1)(n) of the SECC
Regulations
PXIL Power Exchange India Limited
Receivables Exchange/RXIL Receivables Exchange of India Limited
Registered Office “Exchange Plaza”, C-1, Block G, Bandra Kurla Complex, Bandra (East),
Mumbai 400 051
Restated Financial Information The standalone and consolidated Restated Financial Information, has been
prepared in accordance with the requirements of section 26 of part I of chapter
III of the Companies Act 2013 read with Rule 4 to Rule 6 of the Companies
(Prospectus and Allotment of Securities) Rules, 2014, item (IX) of Part A of
Schedule VIII of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009, as amended to date in
pursuance of provisions of Securities and Exchange Board of India Act, 1992
read with the SEBI circular No. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated
March 31, 2016 on Clarification regarding applicability of Indian Accounting
Standards to disclosures in offer documents under the SEBI ICDR Regulations
issued by the Securities and Exchange Board of India in connection with the
Offer. The standalone and consolidated Restated Financial Information has been
prepared under Indian Accounting Standards notified under the Companies
(Indian Accounting Standards) Rules, 2015 read with Section 133 of the
Companies Act, 2013 and have been compiled from the audited consolidated
and standalone financial statements for the years ended March 31, 2016, 2015,
2014, 2013 and 2012 prepared under the previous generally accepted accounting
principles followed in India and from the audited condensed consolidated and
standalone financial statements for the half year ended September 30, 2016. In
accordance with the Guidance Note on Reports in Company Prospectus
(Revised 2016), the Restated Financial Information as of and for the years ended
March 31, 2015, 2014, 2013 and 2012 is referred to as the proforma standalone
Restated Financial Information or the proforma consolidated Restated Financial
Information, as applicable, in this Draft Red Herring Prospectus.
RoC / Registrar of Companies The Registrar of Companies, Maharashtra at Mumbai
Shareholders The shareholders of our Company
Shareholder Director A shareholder director in terms of Regulation 2(1)(r) of the SECC Regulations
SEZ Special Economic Zone
Subsidiaries Subsidiaries of our Company namely, National Securities Clearing Corporation
Limited, NSE Strategic Investment Corporation Limited, India Index Services
and Products Limited, DotEx International Limited, NSE Academy Limited,
NSEIT Limited, NSEIT (US) Inc., NSE Infotech Services Limited, NSE IFSC
Limited and NSE IFSC Clearing Corporation Limited

Offer Related Terms

2
 Term Description
Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as
proof of registration of the Bid cum Application Form
Allot / Allotment / Allotted Unless the context otherwise requires, the transfer of the Equity Shares offered
by the Selling Shareholders pursuant to the Offer to the successful Bidders
Allotment Advice A note or advice or intimation of Allotment sent to the Bidders who have been
or are to be Allotted the Equity Shares after the Basis of Allotment has been
approved by the Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and
the Red Herring Prospectus
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to the Anchor Investors in
terms of the Red Herring Prospectus and the Prospectus, which will be decided
by our Company in consultation with the Managers
Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor
Form Portion and which will be considered as an application for Allotment in terms of
the Red Herring Prospectus and the Prospectus
Anchor Investor Bid / Offer One Working Day prior to the Bid / Offer Opening Date, on which Bids by
Period Anchor Investors shall be submitted and after which the Managers will not
accept any Bids in the Anchor Investor Portion and allocation to Anchor
Investors shall be completed
Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to the Anchor
Investors in terms of the Red Herring Prospectus and the Prospectus, which
price will be equal to or higher than the Offer Price but not higher than the Cap
Price.
The Anchor Investor Offer Price will be decided by our Company in
consultation with the Managers
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, in
consultation with the Managers, to the Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or
above the Anchor Investor Allocation Price
ASBA / Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make
Blocked Amount a Bid and authorising an SCSB to block the Bid Amount in the ASBA Account
ASBA Account A bank account maintained with an SCSB and specified in the ASBA Form
submitted by ASBA Bidders for blocking the Bid Amount mentioned in the
ASBA Form
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to
submit Bids, which will be considered as the application for Allotment in terms
of the Red Herring Prospectus and the Prospectus
Banker(s) to the Offer Escrow Collection Bank, Refund Bank and Public Offer Account Bank
Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under
the Offer and which is described in “Offer Procedure” beginning on page 506
Bid An indication to make an offer during the Bid / Offer Period by a Bidder
pursuant to submission of the ASBA Form, or during the Anchor Investor Bid /
Offer Period by an Anchor Investor, pursuant to submission of the Anchor
Investor Application Form, to purchase the Equity Shares at a price within the
Price Band, including all revisions and modifications thereto as permitted under
the SEBI ICDR Regulations. The term “Bidding” shall be construed accordingly
Bid / Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after
which the Designated Intermediaries will not accept any Bids, which shall be

3
 Term Description
notified in all editions of the English national newspaper [●], all editions of the
Hindi national newspaper [●], and [●] edition of the Marathi newspaper [●]
(Marathi being the regional language of Maharashtra, where our Registered
Office is located), each with wide circulation.
Our Company may, in consultation with the Managers, consider closing the Bid
/ Offer Period for QIBs one Working Day prior to the Bid / Offer Closing Date
in accordance with the SEBI ICDR Regulations
Bid / Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on
which the Designated Intermediaries shall start accepting Bids, which shall be
notified in all editions of the English national newspaper [●], [●] editions of the
Hindi national newspaper [●], and [●] edition of the Marathi newspaper [●]
(Marathi being the regional language of Maharashtra, where our Registered
Office is located), each with wide circulation
Bid / Offer Period Except in relation to any Bids received from Anchor Investors, the period
between the Bid / Offer Opening Date and the Bid / Offer Closing Date,
inclusive of both days, during which prospective Bidders can submit their Bids,
including any revisions thereof
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form
and payable by the Bidder or blocked in the ASBA Account of the ASBA
Bidders, as the case maybe, upon submission of the Bid
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context
requires
Bid Lot [●] Equity Shares
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form and unless otherwise
stated or implied, includes an Anchor Investor
Bidding Centres The centres at which the Designated Intermediaries shall accept the Bid cum
Application Forms, i.e. Designated Branches for SCSBs, Specified Locations
for the Syndicate, Broker Centres for Registered Brokers, Designated RTA
Locations for RTAs and Designated CDP Locations for CDPs
Book Building Process The book building process, as provided in Schedule XI of the SEBI ICDR
Regulations (as applicable) in terms of which the Offer is being made
Broker Centres The broker centres notified by the Stock Exchange where Bidders can submit
the ASBA Forms to a Registered Broker.
The details of such Broker Centres, along with the names and the contact details
of the Registered Brokers are available on the websites of BSE and our
Company (www.bseindia.com and www.nseindia.com)
BRLMs / Book Running Lead The book running lead managers to the Offer, being HDFC, I-Sec, IDFC, and
Managers IIFL
CAN / Confirmation of A notice or intimation of allocation of the Equity Shares sent to Anchor
Allocation Note Investors, who have been allocated Equity Shares, after the Anchor Investor
Bid/ Offer Period
Cap Price The higher end of the Price Band, above which the Offer Price and Anchor
Investor Offer Price will not be finalised and above which no Bids will be
accepted
Cash Escrow Agreement The escrow agreement to be entered into among our Company, the Selling
Shareholders, the Managers, the Registrar to the Offer and the Bankers to the
Offer for inter alia, collection of the Bid Amounts from the Anchor Investors
and where applicable, refunds of the amounts collected from the Anchor
Investors, on the terms and conditions thereof
CDP / Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered
Participant with SEBI and who is eligible to procure Bids at the Designated CDP Locations
in terms of circular number CIR/CFD/POLICYCELL/11/2015 dated November
10, 2015 issued by SEBI
CERSAI Central Registry of Securitisation Asset Reconstruction and Security Interest

4
 Term Description
Citi Citigroup Global Markets India Private Limited
Client ID The client identification number maintained with one of the Depositories in
relation to the demat account
Cut-off Price The Offer Price finalised by our Company, in consultation with the Selling
Shareholders’ Committee and the Managers.
Only Retail Individual Bidders (subject to the Bid Amount being up to
₹ 200,000) are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional
Investors are not entitled to Bid at the Cut-off Price
Demographic Details Details of the Bidders including the Bidders’ address, name of the Bidders’
father / husband, investor status, occupation and bank account details
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of
which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries
or at such other website as may be prescribed by SEBI from time to time
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with names and contact
details of the CDPs eligible to accept ASBA Forms are available on the websites
of BSE and our Company (www.bseindia.com and www.nseindia.com)
Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from
the Escrow Account or the amounts blocked by the SCSBs are transferred from
the ASBA Accounts, as the case may be, to the Public Offer Account or the
Refund Account, as appropriate, after the Prospectus is filed with the RoC
Designated Intermediaries The members of the Syndicate, Sub-Syndicate/Agents, SCSBs, Registered
Brokers, CDPs and RTAs, who are authorised to collect Bid cum Application
Forms from the Bidders, in relation to the Offer
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to
RTAs.
The details of such Designated RTA Locations, along with names and contact
details of the RTAs eligible to accept ASBA Forms are available on the
websites of BSE and our Company (www.bseindia.com and www.nseindia.com)
Designated Stock Exchange [●]
DRHP / Draft Red Herring This draft red herring prospectus dated December 28, 2016 issued in accordance
Prospectus with the SEBI ICDR Regulations, which does not contain complete particulars
of the price at which the Equity Shares will be Allotted and the size of the Offer
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer
or invitation under the Offer and in relation to whom the Bid cum Application
Form and the Red Herring Prospectus will constitute an invitation to purchase
the Equity Shares
Escrow Account The account opened with the Escrow Collection Bank(s) and in whose favour
the Anchor Investors will transfer money through NEFT / RTGS / direct credit
in respect of the Bid Amount when submitting a Bid
Escrow Collection Bank A bank, which is a clearing member and registered with SEBI as a banker to an
offer under the SEBI BTI Regulations and with whom the Escrow Account will
be opened, in this case being [●]
First Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or
the Revision Form and in case of joint Bids, whose name shall also appear as the
first holder of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above
which the Offer Price and the Anchor Investor Offer Price will be finalised and
below which no Bids will be accepted
GID / General Information The General Information Document prepared and issued in accordance with the
Document circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI
suitably modified and included in “Offer Procedure” beginning on page 516

5
 Term Description
HDFC HDFC Bank Limited
IIFL IIFL Holdings Limited
I-Sec ICICI Securities Limited
IDFC IDFC Bank Limited
JM Financial JM Financial Institutional Securities Limited
Joint GCBRLMs / Joint Global The joint global co-ordinators and book running lead managers to the Offer,
Co-ordinators Book Running being Citi, JM Financial, Kotak and Morgan Stanley
Lead Managers
Kotak Kotak Mahindra Capital Company Limited
Managers The Joint GCBRLMs and the BRLMs
Maximum RIB Allottees The maximum number of RIBs who can be allotted the minimum Bid Lot. This
is computed by dividing the total number of Equity Shares available for
Allotment to RIBs by the minimum Bid Lot
Morgan Stanley Morgan Stanley India Company Private Limited
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or 1,114,120
Equity Shares which shall be available for allocation to Mutual Funds only on a
proportionate basis subject to valid bids being received at or above the Offer
Price
NIIs / Non-Institutional Investors All Bidders that are not QIBs or RIBs and who have Bid for Equity Shares for
an amount of more than ₹ 200,000 (but not including NRIs other than Eligible
NRIs)
Non-Institutional Portion Portion of the Offer being not less than 15% of the Offer or 16,711,796 Equity
Shares which shall be available for allocation on a proportionate basis to Non-
Institutional Investors, subject to valid Bids being received at or above the Offer
Price
Non-Resident A person resident outside India as defined under FEMA and includes NRIs,
FIIs, FVCIs and FPIs
Non-Resident Indians A non-resident Indian as defined under the FEMA Regulations
Offer The offer for sale of up to 111,411,970 Equity Shares by the Selling
Shareholders at the Offer Price aggregating up to ₹ [●] million in terms of the
Red Herring Prospectus.
Offer Agreement The offer agreement dated December 28, 2016 entered into among our
Company, the Selling Shareholders and the Managers pursuant to which certain
arrangements are agreed to in relation to the Offer
Offer Price The final price at which the Equity Shares will be Allotted to ASBA Bidders in
terms of the Red Herring Prospectus.
The Offer Price will be decided by our Company in consultation with the
Selling Shareholders’ Committee and the Managers, on the Pricing Date
OFS Notice The notice dated October 26, 2016, as amended by the amendment cum
clarification notice dated November 19, 2016, and the amendment notice dated
November 23, 2016 issued by our Company to our Shareholders whose names
appeared in the records of the depository as on October 21, 2016, read with the
email sent on November 30, 2016 / December 1, 2016 to the then tendering
Shareholders, in relation to the modification of definition of ‘Affiliate’ set out in
the Notice, inviting them to participate in the Offer and setting out the related
terms and conditions
Offer Scheme The scheme which forms part of the OFS Notice and which sets out the terms
and conditions for participation by the Shareholders in the Offer, by tendering
the eligible Equity Shares held by them for sale in the Offer in the manner
provided in the Annexure A to the OFS Notice
Price Band The price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and
the maximum price of ₹ [●] per Equity Share (Cap Price), including any
revisions thereof.

6
 Term Description
The minimum Bid Lot will be decided by our Company in consultation with the
Managers and the Price Band will be decided by our Company in consultation
with the Managers and upon due consideration of the recommendation of the
Selling Shareholders’ Committee, and will be advertised, at least five Working
Days prior to the Bid / Offer Opening Date, in all editions of the English
national newspaper [●], all editions of the Hindi national newspaper [●], and [●]
edition of the Marathi newspaper [●] (Marathi being the regional language of
Maharashtra, where our Registered Office is located), each with wide circulation
Pricing Date The date on which our Company in consultation with the Selling Shareholders’
Committee and the Managers, will finalise the Offer Price
Prospectus The prospectus to be filed with the RoC after the Pricing Date in accordance
with Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations,
containing, inter alia, the Offer Price that is determined at the end of the Book
Building Process, the size of the Offer and certain other information including
any addenda or corrigenda thereto
Public Offer Account The account opened, in accordance with Section 40 of the Companies Act,
2013, with the Public Offer Bank(s) to receive monies from the Escrow
Account(s) and the ASBA Accounts on the Designated Date
Public Offer Bank The bank(s) with whom the Public Offer Account for collection of Bid Amounts
from Escrow Accounts and ASBA Accounts will be opened, in this case being
[●]
QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more
than 50% of the Offer or 55,705,984 Equity Shares which shall be allocated to
QIBs (including Anchor Investors)
QIBs / QIB Bidders / Qualified The qualified institutional buyers as defined under Regulation 2(1)(zd) of the
Institutional Buyers SEBI ICDR Regulations
Qualified Purchaser / QP As defined in section 2(a)(51) and the related rules of the U.S. Investment
Company Act
Refund Account(s) The account opened with the Refund Bank(s), from which refunds, if any, of the
whole or part of the Bid Amount to the Anchor Investors shall be made
Refund Bank(s) The banks which are clearing members and registered with SEBI under SEBI
BTI Regulations with whom the Refund Account will be opened being, [●].
Registered Brokers The stock brokers registered with the stock exchanges having nationwide
terminals, other than the Members of the Syndicate and eligible to procure Bids
in terms of circular number CIR/CFD/14/2012 dated October 4, 2012 issued by
SEBI
Registrar to the Offer or Registrar Link Intime India Private Limited
Registrar Agreement The agreement dated December 19, 2016, entered into between our Company,
the Selling Shareholders and the Registrar to the Offer, in relation to the
responsibilities and obligations of the Registrar to the Offer pertaining to the
Offer
Retail Portion The portion of the Offer being not less than 35% of the Offer or 38,994,190
Equity Shares which shall be available for allocation to RIBs in accordance with
the SEBI ICDR Regulations, subject to valid Bids being received at or above the
Offer Price
Revision Form The form used by Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their Bid cum Application Forms or any previous Revision
Form(s), as applicable.
QIB Bidders and Non-Institutional Investors are not allowed to withdraw or
lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at
any stage. RIBs can revise their Bids during the Bid/Offer Period and withdraw
their Bids until Bid/Offer Closing Date
RHP / Red Herring Prospectus The red herring prospectus to be issued by our Company in accordance with
Section 32 of the Companies Act, 2013 and the provisions of the SEBI ICDR
Regulations, which will not have complete particulars of the price at which the

7
 Term Description
Equity Shares will be offered and the size of the Offer including any addenda or
corrigenda thereto.
The red herring prospectus will be registered with the RoC at least three
Working Days before the Bid / Offer Opening Date and will become the
Prospectus upon filing with the RoC after the Pricing Date
RIBs / Retail Individual Bidders The individual Bidders, who have Bid for the Equity Shares for an amount not
more than ₹ 200,000 in any of the bidding options in the Offer (including HUFs
applying through their Karta and Eligible NRIs) and does not include NRIs
(other than Eligible NRIs)
RTAs / Registrar and Share The registrar and share transfer agents registered with SEBI and eligible to
Transfer Agents procure Bids at the Designated RTA Locations in terms of circular number
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
SCSB(s) / Self Certified The Banks registered with SEBI, offering services in relation to ASBA, a list of
Syndicate Bank(s) which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries
and updated from time to time
Selling Shareholders Persons listed in Annexure A
Selling Shareholders’ Committee An advisory committee constituted in accordance with the terms and conditions
mentioned in the Offer Scheme
Selling Shareholders’ Consent Consent letters issued by each of the Selling Shareholders, pursuant to the OFS
Letters Notice
Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement
namely Link Intime India Private Limited
Share Escrow Agreement The share escrow agreement dated December 1, 2016 entered into among our
Company and the Share Escrow Agent and amendment dated December 28,
2016 entered into by the Selling Shareholders, our Company and the Share
Escrow Agent in connection with the transfer of Equity Shares under the Offer
by the Selling Shareholders and credit of such Equity Shares to the demat
accounts of the Allottees
Specified Locations The Bidding centres where the Syndicate shall accept Bid cum Application
Forms from Bidders, a list of which is available on the website of SEBI
(www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries) and
updated from time to time
Stock Exchange BSE
Sub-Syndicate The sub-syndicate members, if any, appointed by the Managers and the
Syndicate Members, to collect Bid cum Application Forms
Syndicate / Members of the The Managers and the Syndicate Members
Syndicate
Syndicate Agreement The syndicate agreement to be entered into among our Company, the Selling
Shareholders, the Managers and the Syndicate Members in relation to collection
of Bid cum Application Forms by the Syndicate
Syndicate Members The intermediaries registered with SEBI who are permitted to carry out
activities as an underwriter, namely [●]
Underwriters [●]
Underwriting Agreement The underwriting agreement to be entered into among our Company, the Selling
Shareholders and the Underwriters on or after the Pricing Date, but prior to
filing the Prospectus with the RoC
U.S. Bank Holding Company Act Bank Holding Company Act of 1956, as amended
U.S. Investment Company Act U.S. Investment Company Act of 1940, as amended
U.S. Person As defined in Regulation S under the U.S. Securities Act
U.S. QIBs “qualified institutional buyers”, as defined in Rule 144A under the U.S.
Securities Act
Volcker Rule Section 13 of the U.S. Bank Holding Company Act, as amended (together with

8
 Term Description
the rules, regulations and published guidance thereunder)
Wilful Defaulter Company or person categorised as a wilful defaulter by any bank or financial
institution or consortium thereof, in accordance with the guidelines on wilful
defaulters issued by the Reserve Bank of India and includes any company whose
director or promoter is categorised as such
Working Day All days other than second and fourth Saturday of the month, Sunday or a public
holiday, on which commercial banks in Mumbai are open for business; provided
however, with reference to (a) announcement of Price Band; (b) Bid/Offer
Period, shall mean all days, excluding Saturdays, Sundays and public holidays,
on which commercial banks in Mumbai are open for business; and (c) the time
period between the Bid/ Offer Closing Date and the listing of the Equity Shares
on the Stock Exchange. “Working Day” shall mean all trading days of the Stock
Exchange, excluding Sundays and bank holidays, as per the SEBI Circular no.
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

Technical / industry related terms / abbreviations

Term Description
ADT Average Daily Turnover
BATS Bats Global Markets
Chicago Mercantile Exchange CME Group Inc.
CRISIL CRISIL Limited
CSGF/core SGF Core Settlement Guarantee Fund
Derivative A contract between two or more parties whose value is based on an agreed-upon
underlying financial asset, index or security
Exchange traded funds / ETFs A basket of stocks that reflects the composition of an Index, like Nifty 50. The
ETFs trading value is based on the net asset value of the underlying stocks that
it represents
FATF Financial Action Task Force
Future A futures contract is a contract between two parties where both parties agree to
buy and sell a particular asset of specific quantity and at a predetermined price,
at a specified date in future
FX Foreign Exchange
GIFT City Gujarat International Finance Tech City – International Financial Service Centre
HFT High Frequency Trading
HKEX Hong Kong Stock Exchange
IFSC International Financial Service Centre
Index A measure of the relative value of a group of stocks in numerical terms. As the
stocks within an index change value, the index value changes. An index is
important to measure the performance of investments against a relevant market
index
Index fund A mutual fund that tries to mirror a market index as closely as possible by
investing in all the stocks that comprise that index in proportions equal to the
weightage of those stocks in the index. These are passively managed funds
wherein the fund manager invests the funds in the stocks comprising the index
in similar weight
Indian Depository Receipts/ IDRs An instrument denominated in Indian Rupees in the form of a depository receipt
created by a domestic depository against the underlying equity of issuing
company to enable foreign companies to raise funds from the Indian securities
markets
IOSCO The International Organization of Securities Commissions
ITP Institutional Trading Platform

9
 Term Description
InvIT Infrastructure Investment Trusts
KRA KYC Registration Agency
KRX Korea Exchange
LSE London Stock Exchange
NASDAQ National Association of Securities Dealers Automated Quotations
NEAT National Exchange for Automated Trading
NOW Neat on Web
Option The right but not the obligation to buy or sell something. An option is a contract
between two parties wherein the buyer receives a privilege for which he pays a
fee (premium) and the seller accepts an obligation for which he receives a fee.
The premium is the price negotiated and set when the option is bought or sold
Osaka Exchange Osaka Exchange Inc.
OTC Over-the-counter
REIT Real Estate Investment Trust
SGX Singapore Stock Exchange
Singapore Exchange Singapore Exchange Limited
TAIFEX Taiwan Futures Exchange
Turnover or trading turnover The measure of the total value (unless otherwise stated, in Indian Rupees in
millions) of securities traded, based on the trade price of each security at the
time of each trade, during the relevant year or period
VIX Volatility Index
Volume or trading volume The measure of, in respect of equity, equity-linked and fixed income securities,
the total number of securities traded and, in respect of derivatives, the total
number of derivative contracts traded, during the relevant year or period
WFE World Federation of Exchanges

Conventional and General Terms / Abbreviations

Term Description
₹ / Rs./ Rupees/ INR Indian Rupees
AGM Annual general meeting
AIF An alternative investment fund as defined in and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
AS / Accounting Standards The Accounting Standards prescribed under the Companies Act, as
recommended by the Institute of Chartered Accountants of India
Bn / bn Billion
BSE BSE Limited
CAGR Compounded annual growth rate
Category I Foreign Portfolio The FPIs who are registered as “Category I foreign portfolio investors” under
Investors the SEBI FPI Regulations
Category II Foreign Portfolio The FPIs who are registered as “Category II foreign portfolio investors” under
Investors the SEBI FPI Regulations
Category III Foreign Portfolio The FPIs who are registered as “Category III foreign portfolio investors” under
Investors the SEBI FPI Regulations
CCI Competition Commission of India
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Civil Code The Code of Civil Procedure, 1908

10
 Term Description
COMPAT Competition Appellate Tribunal
Companies Act The Companies Act, 2013 and Companies Act, 1956, as applicable
Companies Act, 1956 The Companies Act, 1956 (without reference to the provisions thereof that have
ceased to have effect upon notification of the sections of the Companies Act,
2013) together with the rules made thereunder
Companies Act, 2013 The Companies Act, 2013, to the extent in force pursuant to the notification of
sections of the Companies Act, 2013, together with the rules made thereunder
Competition Act The Competition Act, 2002
CrPC The Code of Criminal Procedure, 1973
CSR Corporate Social Responsibility
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
DIN Director identification number
DIPP The Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India
DP / Depository Participant A depository participant as defined under the Depositories Act
DP ID Depository participant identification
DTB Day Treasury Bill
EBITDA Net profit after tax as restated before (i) net interest cost for the current period,
(ii) net interest cost recognized in the statement of consolidated profit and loss,
(iii) current tax, (iv) deferred tax expense / (credit) and (v) depreciation and
amortization expense
EBITDA margin EBITDA divided by total income for the applicable period, expressed as a
percentage
ECB External Commercial Borrowings
EGM Extraordinary general meeting
EPS Earnings per share
FCRA Forward Contracts (Regulation) Act, 1952
FDI Foreign direct investment
FDI Policy The Consolidated Foreign Direct Investment Policy notified by the DIPP under
D/o IPP F. No. 5(1)/2016-FC-1 dated June 7, 2016
FEMA The Foreign Exchange Management Act, 1999, read with rules and regulations
thereunder
FEMA Regulations The Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000
FII(s) The foreign institutional investors as defined under the SEBI FPI Regulations
registered with SEBI under applicable laws in India and deemed as FPIs under
the SEBI FPI Regulations
Financial Year / Fiscal / FY Unless stated otherwise, the period of 12 months ending March 31 of that
particular year
FIPB Foreign Investment Promotion Board
FIR First information report
FPI(s) The foreign portfolio investors as defined under the SEBI FPI Regulations
FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI
Regulations
GAAR General anti-avoidance rules
Gazette Gazette of India
GDP Gross domestic product

11
 Term Description
GoI or Government Government of India
GST Goods and services tax
HUF Hindu undivided family
ICAI The Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
Income Tax Act The Income-tax Act, 1961
Ind AS Indian Accounting Standards notified under the Companies (Indian Accounting
Standards) Rules, 2015
India Republic of India
Indian GAAP Generally accepted accounting principles in India in accordance with
Companies (Accounting Standard) Rules, 2006, as amended and other relevant
provisions of the Companies Act, 2013
IPC The Indian Penal Code, 1860
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IST Indian Standard Time
IT Information technology
KYC Know Your Client
Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
MAT Minimum alternate tax
MCA Ministry of Corporate Affairs, Government of India
Mn Million
Mutual Fund(s) The mutual funds registered with SEBI under the Securities and Exchange
Board of India (Mutual Funds) Regulations, 1996
N.A. / NA Not applicable
NAV Net asset value
NBFC Non Banking Financial Company
NEFT National Electronic Fund Transfer
NR Non-resident
NRE Account Non-Resident External Account
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
OCB / Overseas Corporate Body A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission
granted to OCBs under FEMA. OCBs are not allowed to invest in the Offer
p.a. Per annum
P/E Ratio Price / earnings ratio
PAN Permanent account number
PAT Profit after tax
RBI Reserve Bank of India
RoNW Profit after tax for the period divided by the net worth as at the period end
RTGS Real time gross settlement

12
 Term Description
RTI Act Right to Information Act, 2005
SCRA The Securities Contracts (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act,
1992
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI BTI Regulations The Securities and Exchange Board of India (Bankers to an Issue) Regulations,
1994
SEBI FII Regulations The Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995
SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014
SEBI FVCI Regulations The Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009
SEBI VCF Regulations The erstwhile Securities and Exchange Board of India (Venture Capital Funds)
Regulations, 1996
SICA The erstwhile Sick Industrial Companies (Special Provisions) Act, 1985
SECC Regulations The Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) Regulations, 2012
SME Small and Medium Enterprises
State Government The government of a state in India
STT Securities transaction tax
Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011
U.S. / US / USA / United States United States of America
U.S. BHCA U.S. Bank Holding Company Act of 1956
U.S. Securities Act U.S. Securities Act of 1933, as amended
UK United Kingdom
US GAAP Generally accepted accounting principles in the United States of America
USD / US$ United States Dollars
VAT Value-added tax
VCFs The venture capital funds as defined in and registered with SEBI under the SEBI
VCF Regulations

The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms
under the SEBI ICDR Regulations, the SECC Regulations, the Companies Act, the SCRA, the Depositories Act and
the rules and regulations made thereunder.

Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Tax
Benefits”, “Industry Overview”, “Regulations and Policies”, “Financial Information”, “Outstanding Litigation and
Material Developments” and “Part B” of “Offer Procedure” beginning on pages 547, 106, 111, 177, 214, 450 and
516, respectively, will have the meaning ascribed to such terms in these respective sections.

Notice to Investors

The Equity Shares have not been and will not be registered under the U.S. Securities Act and may not be
offered or sold in the United States or to, or for the account or benefit of, U.S. persons as defined in
Regulation S under the U.S. Securities Act (“U.S. Persons”) except pursuant to an exemption from, or in a

13
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state
securities laws. Our Company has not registered and does not intend to register under the U.S. Investment
Company Act. Accordingly, the Equity Shares are only being offered and sold (i) to persons in the United
States or to, or for the account or benefit of, U.S. Persons, in each case that are both “qualified institutional
buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in this Draft Red Herring
Prospectus as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer to a category of
institutional investor defined under applicable Indian regulations and referred to in this Draft Red Herring
Prospectus as “QIBs”) and “qualified purchasers” (as defined under the U.S. Investment Company Act and
referred to in this Draft Red Herring Prospectus as “QPs”) in transactions exempt from or not subject to the
registration requirements of the U.S. Securities Act and in reliance upon section 3(c)(7) of the U.S.
Investment Company Act; or (ii) outside the United States to investors that are not U.S. Persons nor persons
acquiring for the account or benefit of U.S. Persons in offshore transactions in reliance on Regulation S
under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.
The Equity Shares may not be re-offered, re-sold, pledged or otherwise transferred except in an offshore
transaction in accordance with Regulation S to a person outside the United States and not known by the
transferor to be a U.S. Person by pre-arrangement or otherwise (including, for the avoidance of doubt, a
bona fide sale on the [●] Stock Exchange or the [●] Stock Exchange). See “Offer Information – Terms of the
Offer – Eligibility and Transfer Restrictions” beginning on page 497.

As we are relying on an analysis that our Company does not come within the definition of an “investment
company” under the U.S. Investment Company Act because of the exception provided under section 3(c)(7)
thereunder, our Company may be considered a “covered fund” as defined in the Volcker Rule. See “Risk
Factors - U.S. regulation of investment activities may negatively affect the ability of banking entities to
purchase our Equity Shares” beginning on page 43.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any such
jurisdiction except in compliance with the applicable laws of such jurisdiction.

14
 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references to “India” in this Draft Red Herring Prospectus are to the Republic of India and all references to the
“U.S.”, “US”, “USA” or “United States” are to the United States of America and all references to the “U.K.”, “UK”
are to the United Kingdom.

Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page
numbers of this Draft Red Herring Prospectus.

Financial Data

Unless stated otherwise, the financial information in this Draft Red Herring Prospectus is derived from our
standalone and consolidated Restated Financial Information for the Financial Years 2012, 2013, 2014, 2015 and
2016 and for the six months ended September 30, 2016, and certain other additional financial information pertaining
to our Subsidiaries and Group Companies is derived from their respective audited financial statements. These
financial statements have been prepared in accordance with Ind AS and the Companies Act and restated under the
SEBI ICDR Regulations.

In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sum of the amounts
listed are due to rounding off. All figures in decimals, except accounting ratios, have been rounded off to the first
decimal and accordingly there may be consequential changes in this Draft Red Herring Prospectus. However,
figures sourced from third party industry sources have been rounded off to whole numbers and such figures have
been presented in this Draft Red Herring Prospectus in such denomination as provided in their respective sources.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year; accordingly, all
references to a particular financial year, unless stated otherwise, are to the 12-month period ended on March 31 of
that year. Reference in this Draft Red Herring Prospectus to the terms Fiscal or Fiscal Year or Financial Year is to
the 12 months ended on March 31 of such year, unless otherwise specified.

Ind AS differs from accounting principles with which prospective investors may be familiar in other countries,
including IFRS and US GAAP and the reconciliation of the financial information to other accounting principles has
not been provided. Our Company has not attempted to explain those differences or quantify their impact on the
financial data included in this Draft Red Herring Prospectus and investors should consult their own advisors
regarding such differences and their impact on our Company’s financial data. See “Risk Factors” beginning on page
19 for risks involving differences between Ind AS and other accounting principles and risks in relation to Ind AS.
The degree to which the financial information included in this Draft Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and
practices, Ind AS, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with
Ind AS, the Companies Act, the SEBI ICDR Regulations and practices on the financial disclosures presented in this
Draft Red Herring Prospectus should accordingly be limited. See “Risk Factors – Significant differences exist
between Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP, which may be
material to investors’ assessment of our financial condition” on page 44.

Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 19, 152 and
428, respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of the
consolidated Restated Financial Information of our Company unless otherwise stated.

Currency and Units of Presentation

All references to:

 “Rupees” or “₹” or “INR” or “Rs.” or “Re” are to Indian Rupee, the official currency of the Republic of
India; and

 “USD” or “US$” are to United States Dollar, the official currency of the United States.

Except otherwise specified, our Company has presented certain numerical information in this Draft Red Herring
Prospectus in “million” and “billion” units. One million represents 1,000,000, one billion represents 1,000,000,000
and one trillion represents 1,000,000,000,000.

Exchange Rates

15
This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Rupees that have
been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Rupees, at any particular rate
or at all.

The following table sets forth, for the periods indicated, details with respect to the exchange rate between the Rupee
and other currencies:

(in ₹)
Currency As on March As on March As on March As on March As on March September
31, 2012 31, 2013 31, 2014 31, 2015 31, 2016 30, 2016
1 US$* 51.16(1) 54.39(2) 60.10(3) 62.59 66.33 66.66
* Source: RBI reference rate

(1) Exchange rate as on March 30, 2012, as RBI reference rate is not available for March 31, 2012 being a Saturday.

(2) Exchange rate as on March 28, 2013, as RBI reference rate is not available for March 31, 2013, March 30, 2013 and
March 29, 2013 being a Sunday, a Saturday and a public holiday, respectively.

(3) Exchange rate as on March 28, 2014, as RBI reference rate is not available for March 31, 2014, March 30, 2014 and
March 29, 2014 being a public holiday, a Sunday and a Saturday, respectively.

Industry and Market Data

Industry and market data used throughout this Draft Red Herring Prospectus has been derived from publicly
available data from WFE and reports prepared by third party advisers, Oliver Wyman. Industry publications
(including the Oliver Wyman Report) generally state that the information contained in such publications has been
obtained from sources generally believed to be reliable, but their accuracy, adequacy or completeness and
underlying assumptions are not guaranteed and their reliability cannot be assured. All macro-economic,
demographic and market data figures in this Draft Red Herring Prospectus (including from the Oliver Wyman
Report) are approximate numbers or estimates. Industry publications are also prepared on the basis of information as
of specific dates and may no longer be current or reflect current trends. Industry publications may also base their
information on estimates, forecasts and assumptions which may prove to be incorrect. Accordingly, no investment
decisions should be made based on such information. Although we believe that the industry and market data used in
this Draft Red Herring Prospectus is reliable, it has not been independently verified by us, our Directors, the Selling
Shareholders, the Managers, or any of our or their respective affiliates or advisors, and none of these parties makes
any representation as to the accuracy of this information. Data from these sources may also not be comparable. The
extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful depends
upon the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which we conduct our business and methodologies and
assumptions may vary widely among different market and industry sources.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors,
including those discussed in “Risk Factors” beginning on page 19. Furthermore, statements in this section that are
not statements of historical fact constitute “forward-looking statements”, which are subject to various risks,
assumptions and uncertainties and certain factors could cause actual results or outcomes to differ materially. For
further details, see “Forward-Looking Statements” on page 18. For details of risks in relation to the Oliver Wyman
Report, see “Risk Factors - This Draft Red Herring Prospectus contains information from the Oliver Wyman Report,
which we have commissioned” on page 40. In accordance with SEBI ICDR Regulations, “Basis for Offer Price” on
page 105 includes information relating to our industry peers. Such information has been derived from publicly
available sources which have not been independently verified by us, our Directors, the Selling Shareholders or the
Managers.

Certain information in the sections titled “Summary of Industry”, “Summary of Our Business”, “Business” and
“Management’s Discussion and Analysis of Financial Condition and Results Of Operations” and the section
“Industry Overview” of this Red Herring Prospectus has been obtained from the Oliver Wyman Report which has
the following disclaimers:

“The report contains information that has been furnished by others which is believed to be reliable but has not been
verified. No warranty is given as to the accuracy of such information. Public information and industry and
statistical data contained in the report are from sources we deem to be reliable; however, we make no
representation as to the accuracy or completeness of such information and have accepted the information without
further verification.

16
The findings contained in this report may contain predictions based on current data and historical trends. Any such
predictions are subject to inherent risks and uncertainties. In particular, actual results could be impacted by future
events which cannot be predicted or controlled, including, without limitation, changes in business strategies, the
development of future products and services, changes in market and industry conditions, the outcome of
contingencies, changes in management, changes in law or regulations. Oliver Wyman accepts no responsibility for
actual results or future events.

This report does not represent investment advice and is not a recommendation to any third parties to invest in,
refrain from investing in, or divest from, any company covered in the report. Oliver Wyman shall not be liable for
any loss or damage suffered by third parties because of reliance on the information contained in this report.”

17
 FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking
statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”,
“estimate”, “intend”, “objective”, “plan”, “project”, “will”, “will continue”, “will pursue”, “seek to” or other words
or phrases of similar import. Similarly, statements that describe our Company’s strategies, objectives, plans,
prospects or goals are also forward-looking statements. All forward-looking statements are subject to risks,
uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated
by the relevant forward-looking statement.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to
the industry in which our Company operates and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our Company’s exposure to market risks,
general economic and political conditions in India which have an impact on our Company’s business activities or
investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates,
foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and
globally, changes in domestic laws, regulations and taxes and other changes in our industry. Certain important
factors that could cause actual results to differ materially from our Company’s expectations include, but are not
limited to, the following:

 our inability to maintain or increase our trading volumes;

 broad market trends and other factors beyond our control;

 SEBI has initiated an examination and has directed our Company to also conduct an independent forensic
examination by an external agency, into the co-location facilities of our Company and has also directed our
Company to deposit the revenue generated from co-location in a separate bank account;

 declines in interest rates; and

 currency demonetization in India.

For further discussion on factors that could cause the actual results to differ from the expectations, see “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 19, 152 and 428, respectively. By their nature, certain market risk related
disclosures are only estimates and could be materially different from what actually occurs in the future. As a result,
actual gains or losses could materially differ from those that have been estimated.

We cannot assure investors that the expectation reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of future performance.

Forward-looking statements reflect the current views of our Company as of the date of this Draft Red Herring
Prospectus and are not a guarantee of future performance. These statements are based on the management’s beliefs
and assumptions, which in turn are based on currently available information. Although we believe the assumptions
upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be
inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither our
Company, our Directors, the Selling Shareholders, the Managers nor any of their respective affiliates or advisors
have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date
hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.
In accordance with the SEBI ICDR Regulations, our Company, will ensure that investors in India are informed of
material developments from the date of the Red Herring Prospectus until the time of the grant of listing and trading
permission by the Stock Exchange. The Selling Shareholders will ensure that investors are informed of material
developments in relation to statements and undertakings made by the Selling Shareholders in the Red Herring
Prospectus until the time of grant of listing and trading permission by the Stock Exchange.

18
 SECTION II: RISK FACTORS

An investment in our Equity Shares involves a high degree of risk. You should carefully consider the risks described
below as well as other information in this Draft Red Herring Prospectus before making an investment decision. The
risks described in this section are those that we consider to be the most significant to our business, results of
operations, financial condition and prospects. Additional risks and uncertainties not presently known to us or that
we currently believe to be immaterial may also have an adverse effect on our business, results of operations,
financial condition and prospects. The trading price and value of our Equity Shares could decline due to any of
these risks, and you may lose all or part of your investment. Unless specified or quantified in the relevant risk
factors below, we are not in a position to quantify the financial or other implications of any of the risks mentioned
herein. You should read this section in conjunction with “Our Business”, “Industry Overview” and “Management's
Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 152, 111 and 428,
respectively, as well as other financial and statistical information contained elsewhere in this Draft Red Herring
Prospectus.

Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of
India and operates in a legal and regulatory environment which may differ in certain respects from those of other
countries.

Unless otherwise stated or the context requires, the financial information used in this section is derived from our
consolidated Restated Financial Information. This Draft Red Herring Prospectus contains forward-looking
statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in
these forward-looking statements. See also “Forward-Looking Statements” on page 18.

Internal Risks

1. We may not be able to maintain or increase our trading volumes, which may result in loss of market
share, a reduction in revenue from transaction charges or other adverse effects on our business, results
of operations, financial condition and prospects.

We generate a significant portion of our revenue from transaction charges that are assessed on trades made
on our exchange, which in the past have increased with trading volumes. Our revenue from transaction
charges accounted for 56.2%, 56.5%, 60.6%, 62.2%, 62.7% and 63.2% of our revenue from operations in
fiscal 2012, 2013, 2014, 2015, 2016 and the six months ended September 30, 2016, respectively. The
success of our business depends on our ability to maintain and increase trading volumes, particularly in our
cash market and derivatives trading segments, and the resultant income from transaction charges. There can
be no assurance that we will be able to implement our business strategies to maintain and increase trading
activity on our exchange or that such strategies will have their intended effects, which may result in a loss
of trading volumes and a resultant decrease in our market share and revenues. Other factors that may lead
to a decrease in our trading volumes and market share include:

 a decline in the number of our trading members or their activity on our platforms;

 adverse general economic conditions or the deterioration of the economic welfare of companies
whose securities are listed on our exchange or our existing or prospective trading members. See
also “– Broad market trends and other factors beyond our control could significantly reduce
demand for our products and services” on pages 20 to 21;

 our ability to offer effective and liquid trading platforms that facilitate efficient price discovery;

 our ability to offer competitive membership and transaction-specific prices;

 the development of more attractive platforms or products on competing exchanges;

 increased competition from asset classes, such as gold or real estate, which may not be available
for trading on our exchange;

 inability to increase free float in the market, including as a result of issuers of equity and debt
securities choosing to list their securities on other exchanges;

 aggressive pricing by our competitors, including temporary incentive schemes or permanent

reductions in transaction charges in respect of certain products;

 regulatory or legislative changes or investigations. See also “– We operate in a highly regulated

19
 industry and any failure to comply with our legal and regulatory requirements or obligations may
result in censures, fines and other penalties imposed on us” and “– External Risks – Government
and regulatory policies in India or abroad or changes to such policies could materially adversely
affect our customers, leading to a reduction in trading volumes, transaction charges or demand for
our products and services” and;

 defaults by clearing members;

 changes to our contract specifications that are viewed unfavorably by our trading members; and

 significant defaults by trading members to market disruption.

Any one or more of these factors may reduce trading activity, which could make our markets less attractive
to market participants as a source of liquidity, which in turn could further discourage existing and potential
market participants and result in a decline in the level of trading activity on our platforms. In turn, we may
lose our market leading positions in India or globally, which would adversely affect our business, results of
operations, financial condition and prospects.

2. Broad market trends and other factors beyond our control could significantly reduce demand for our
products and services.

The Indian economy and capital markets are influenced by economic, political and market conditions in
India and globally. Adverse conditions may negatively affect our business by leading to decreases in our
trading volumes, number of trading members and new listings on our exchange. A decline in new listings
could also adversely affect our revenues from listing fees, book building fees and processing fees. Such
adverse conditions may also negatively impact the results of operations of the companies and products
listed on our exchange, which may decrease the trading prices of or level of trading in the underlying
securities listed on our exchange, leading to a decrease in our revenue from transaction charges. The
possibility of political instability or uncertainty leading to an extended period of weak or uncertain market
conditions around the world or in India, including as a result of the fallouts from the June 2016 referendum
in the United Kingdom in which voters approved an exit by the United Kingdom from the European Union
and November 2016 currency demonetization in India pursuant to which certain denominations of Rupee
notes are no longer legal tender, may also depress our trading volumes. See also “– There is uncertainty on
the impact of currency demonetization in India on our business” on page 27

A decrease in the relative attractiveness of our exchange as a listing and trading venue or the products
traded on our exchange could adversely affect us. If returns on investments in securities listed on our
exchange are generally lower than on securities listed on other exchanges, particularly exchanges in other
countries, we may not be able to attract or retain investors on our exchange. Investors’ reactions to
developments in one country can affect the market value, trading volume or trading frequency of financial
assets listed on our exchange. Conditions outside India may also contribute to a slowdown in the Indian
economy or changes in India’s economic policies and regulations, which could adversely affect the level of
trading activity on our exchange. Changing market trends may also cause trading volumes among asset
classes on our exchange to fluctuate at the expense of each other. For example, fixed income trading may
increase during economic slowdowns due to trading activity on our exchange migrating from equities to
fixed income securities, in which case our equity trading volume and turnover may decline.

Other external factors that may affect us include:

 concerns over inflation and the level of institutional or retail confidence;

 the availability of short-term and long-term funding and capital;

 the availability of alternative investment opportunities;

 reduced volatility in the prices of securities;

 the level and volatility of interest rates and gross domestic product growth;

 legislative and regulatory changes, including the potential for regulatory arbitrage among
regulated and unregulated markets if significant policy differences emerge among markets, which
may divert our trading volumes to other exchanges. See “– External Risks – Government and
regulatory policies in India or abroad or changes to such policies could materially adversely affect
our customers, leading to a reduction in trading volumes, transaction charges or demand for our

20
 products and services” on page 42;

 the perceived attractiveness, or lack of attractiveness, of Indian capital markets; and

 unforeseen market closures or other disruptions in trading.

Any of the foregoing, individually or collectively, could adversely affect our business, results of
operations, financial condition and prospects.

3. SEBI has initiated an examination and has directed our Company to also conduct an independent
forensic examination by an external agency, into the co-location facilities of our Company and has also
directed our Company to deposit the revenue generated from co-location in a separate bank account.
Any adverse SEBI directive on this matter may materially and adversely affect our co-location business,
results of operations, business and reputation.

SEBI received certain complaints against our Company’s co-location facility, including among others,
allegations that our Company had provided unfair access to the co-location facility to select trading
members. SEBI forwarded the complaints to our Company in early 2015 and advised us to examine the
issues highlighted and furnish a report to SEBI after placing the same before the Company’s standing
committee on technology. We undertook the exercise and submitted the report to SEBI. Subsequently, on
December 29, 2015, SEBI assigned the task of comprehensive examination of complaints to a team headed
by professors of the Indian Institute of Technology, Bombay and advised our Company to extend all co-
operation to the team. Subsequently, by its letter dated March 29, 2016, SEBI forwarded the interim
observations of the team under the report, or the “CFT/IIT Interim Report”, to our Company and required
our Company to submit responses to the observations of the CFT/IIT Interim Report. The CFT/IIT Interim
Report observed, among other things, that our co-location facilities and tick-by-tick, or TBT, architecture
were vulnerable to manipulation and abuse, violated norms of fair access and compromised market fairness
and integrity, as certain select trading members who availed of our co-location facilities were able to gain
materially from the exploitation of our market feed dissemination architecture to receive market data more
quickly than other trading members. Our Company submitted its response, wherein it disputed the
observations in the CFT/IIT Interim Report.

SEBI while reiterating the observations of the CFT/IIT Interim Report through its letter dated September 9,
2016, or the Observation Letter, among other things, observed (i) that the architecture of our Company
with respect to dissemination of TBT data through transmission control protocol was prone to manipulation
and market abuse; (ii) preferential access was given to certain stock brokers; (iii) we violated our own
policies by permitting entities that are not internet service providers to lay fiber at our co-location facility
for various stock brokers and (iv) the possibility of collusion between our officials and stock brokers.
Further, SEBI advised our Board to (i) initiate an independent examination (including forensic examination
by an external agency) of the concerns highlighted in the CFT/IIT Interim Report, including lack of
processes and collusion, if any and fix accountability for the breaches; (ii) as an interim measure pending
investigation place all revenues generated from the co-location facility in a separate bank account; and (iii)
submit a comprehensive report to SEBI within a period of three months from the date of the Observation
Letter. Our Board of Directors appointed an independent agency (the “Independent Agency”), to conduct
an examination of all the concerns highlighted in the CFT/IIT Interim Report, including, particularly
whether norms of fair access were breached, whether some brokers unduly benefitted and if there were was
any collusion or misconduct by our employees.

Subsequently, SEBI, through its letter dated November 28, 2016, among other things, (i) observed that our
Company has not complied with certain observations as indicated in the Observation Letter, including the
transfer of all revenues emanating from the co-location facility, including those generated from the trading
activity; and (ii) granted an extension until December 31, 2016 to our Board to submit its report pursuant to
the independent examination of the matter. Our Board in its meeting held on November 29, 2016 took note
of the same and decided to comply with SEBI’s letter and deposit in the separate bank account not only the
rack charges (that is the rental for rack space) and connectivity charges in respect to the co-location facility
but also the transaction charges resulting from the trading activity at the co-location facility. Accordingly,
in addition to the rack charges and connectivity charges, an amount of ₹ 1,455.23 million, representing the
transaction charges on trade orders placed through our co-location facility for the months of September
2016, October 2016 and November 2016 has been transferred to the separate bank account. We intend to
deposit the rack charges, connectivity charges and transaction charges to the separate bank account, for
each month going forward until SEBI directs us otherwise.

The Independent Agency has submitted its report to the Company, which in turn has been filed with SEBI
on December 23, 2016. The report has made the following observations:

21
a. The system architecture of the Company’s TCP-IP based TBT system was prone to manipulation. The
Independent Agency’s analysis highlighted trends for certain periods where a few stock brokers appear
to be the first to connect to specific servers significantly more often than others. The TCP-IP based
TBT system architecture indicated that data was disseminated in a sequential manner whereby the
stock broker who connected first to the server received ticks (market feed) before the stock broker who
connected later;

b. The Independent Agency observed indications of potential preferential treatment to a few stock
brokers. Different stock brokers were treated differently and there was no uniform approach applied
across stock brokers with respect to allocation of new IPs across ports on existing servers and
movement from one server to another. Ticks were disseminated faster to members connected to less
crowded servers, thereby giving an advantage to such stock brokers;

c. The Independent Agency’s analysis indicated that one particular stock broker almost consistently
connected first to the fall back or secondary server during the period from December 10, 2012 to May
30, 2014 and was very often also the second stock broker to connect during this period. The
Independent Agency observed that the particular stock broker’s continuous access to the fall back or
secondary server during the period from December 10, 2012 to May 30, 2014 may not have been
possible without the knowledge of certain employees identified in the report, who did not take any
action despite consistent connections to the fall back servers against protocol;

d. In order to ensure that norms of fair access were not breached, it was possible for our Company to
negate the advantage of connecting first by implementing a randomiser for the TBT systems which
would randomly pick a connection to begin dissemination of data, though a randomiser was
implemented in another server;

e. The Independent Agency has observed that while it has not validated the performance of the Multicast
TBT system (which was introduced in April 2014) in an operating environment, on the basis of a
review of the architecture of the Multicast TBT, the issues related to benefits from early connectivity
and sequential dissemination of ticks appear to have been addressed.

f. In relation to the question of whether we breached our own policies by permitting entities that are not
internet service provider to lay fibre optic cables at our co-location facility for various stock brokers,
the Independent Agency has observed that in the absence of a specific policy and operating procedure,
it appears that our Company relied on such entities’ undertakings rather than satisfying itself about the
entities’ status as a licensed provider of point to point connectivity;

g. While the Independent Agency observed indications of differential behaviour being shown towards a
few stock brokers by certain employees identified in the report, the Independent Agency has stated that
it is not in a position to comment on whether this would amount to collusion or connivance;

h. The Independent Agency observed lack of documented policies and protocols with respect to various
aspects of the functioning of the TBT system; and

i. After our Company confirmed completion of the data restoration exercise for all TBT servers, the
Independent Agency came across additional TBT servers which had not been put through the
restoration process, and the persons interviewed by the Independent Agency were unaware of them.

The Independent Agency has also made observations that due to absence of protocols related to data
retention, email and other information for certain former employees of our Company was unavailable.

Our Board, in its meeting held on December 19, 2016, has taken the report on record and decided to initiate
a review of the Multicast TBT systems of our Company including the processes and procedures, data
retention, job rotation, mandatory leave, segregation of duties. We have forwarded the report to SEBI on
December 23, 2016.

Revenues from our co-location facility (including the revenue generated from trading activity from co-
location facility) derived by our Company in fiscals 2015 and 2016 and for the six months ended
September 30, 2016, were ₹ 4,512.4 million, ₹ 5,539.6 million and ₹ 3,029.1 million, respectively
constituting 26.1%, 29.7% and 29.3% of our revenue from operations, respectively. Until receipt of final
findings by SEBI or directed otherwise, the revenues generated by our Company from our co-location
business since September 1, 2016 are required be transferred to a separate bank account and accordingly,
our Company will not have access to such revenues. We cannot guarantee that our Company will have
access to such revenues in the future. Further, any adverse finding by SEBI (irrespective of the examination

22
 report of the Independent Agency) may materially adversely affect our business, in particular our co-
location business, our reputation and results of operations.

Additionally, in relation to the allegations against our Company’s co-location facility as described above,
Moneywise Media Private Limited and its editors had, in June and July, 2015 published certain articles
against our Company’s co-location facility, in response to which, our Company had filed a defamation suit
in July, 2015, wherein interim reliefs sought by our Company were dismissed by the Single Judge of the
Bombay High Court. For details, see “Outstanding Litigation and Material Developments - Litigation
involving our Company - Litigation filed by our Company- Other matters involving an amount exceeding ₹
97.5 million” on pages 457 to 458.

4. Declines in interest rates may adversely affect our results of operations and financial position.

Our earnings and reserves are invested in a mixed portfolio of assets as permitted under the SEBI
regulations. For the six months ended September 30, 2016 and for fiscal 2016, fiscal 2015 and fiscal 2014,
our investment, dividend and interest income accounted for 33.2%, 31.4%, 36.1% and 40.0% of our total
income, respectively. See also “Our Business – Our Business” beginning on page 161.

Our investments are exposed to the effects of fluctuations in the prevailing levels of market interest rates
and thus declines in interest rates may adversely affect their values. See “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Quantitative and Qualitative Disclosures
About Market Risk – Interest Rate Risk” on page 448. Interest rates are sensitive to many factors beyond
our control, including general economic conditions and governmental, monetary and tax policies, in
particular monetary policy in the United States administered by the Board of Governors of the Federal
Reserve System. Changes in the general level of interest rates can affect our profitability by affecting the
spread between, among other things, income we receive on our investments, the value of our interest-
earning investments, our ability to realize gains from the sale of investments and our interest expense on
any interest-bearing liabilities that we may incur in the future. Fluctuations in interest rates may also affect
the valuation of our investments. As a stock exchange, our ability to manage interest rate and other market
risks is limited by the SEBI regulations, which set forth a list of instruments eligible for investment and
prevent us from engaging in hedging activities. For the foregoing reasons, a decline in interest rates may
adversely affect our results of operations and financial position.

5. Our Company and certain of our Directors, Subsidiaries and Group Companies are involved in certain
legal and other proceedings.

Our Company and certain of our Directors, Subsidiaries and Group Companies are currently involved in
certain legal proceedings. These legal proceedings are pending at different levels of adjudication before
various courts and tribunals. The summary of outstanding litigation in relation to criminal matters, direct
tax matters, indirect tax matters, actions by regulatory/statutory authorities and other matters exceeding ₹
97.5 million against our Company, its Directors, Subsidiaries and Group Companies have been set out
below.

Litigation against our Company

Nature of the cases No. of cases outstanding Amount involved

(in ₹ million)*
Criminal matters 5 Not quantifiable
Direct tax matters 31 503.80
Indirect tax matters 4 397.5
Action by regulatory/ 5 Not quantifiable
statutory authorities
Other matters exceeding 5 10,769.5
₹97.5 million

In addition to the above, our Company is involved in a litigation under the RTI Act, wherein it is alleged
that our Company is a “public authority” under the RTI Act, the outcome of which could have a material
adverse effect on the position of our Company. For further details, see “Outstanding Litigation and
Material Developments – Litigation involving our Company – Litigation filed against our Company –
Matters involving our Company, whose outcome could have material adverse effect on the position of our
Company” on page 456.

23
Litigation against our Directors

Nature of the cases No. of cases outstanding Amount involved

(in ₹ million)*
Criminal matters 3 Not quantifiable
Direct tax matters Nil Nil
Indirect tax matters Nil Nil
Action by regulatory/ Nil Nil
statutory authorities
Other matters exceeding Nil Nil
₹97.5 million

Litigation against our Subsidiaries

Nature of the cases No. of cases outstanding Amount involved

(in ₹ million)*
Criminal matters 1 Not quantifiable
Direct tax matters 18 92.6
Indirect tax matters 4 5.1
Action by regulatory/ 1 241
statutory authorities
Other matters exceeding 3 1,589.1
₹97.5 million

Litigation against our Group Companies

Nature of the cases No. of cases outstanding Amount involved

(in ₹ million)*
Criminal matters 1 Not quantifiable
Direct tax matters 13 95.4
Indirect tax matters 8 792.5
Action by regulatory/ 1 Nil
statutory authorities
Other matters exceeding Nil Nil
₹97.5 million
* The amounts indicated above (wherever quantifiable) are approximate amounts, which excludes interests.

One of the legal proceedings in which we are currently involved relates to certain allegations under the
Competition Act against our Company and one of our Subsidiaries, DotEx. On November 16, 2009, MCX
Stock Exchange Limited, now the Metropolitan Stock Exchange of India Limited, or MSI, filed an
information with the Competition Commission of India, or the CCI, alleging that our Company is in a
dominant position in the stock exchange services market and that we have abused our dominance by
engaging in, among other things, predatory pricing in the newly established currency derivatives segment,
where we have waived various fees in the past. The CCI in its order held that our Company enjoyed a
dominant position in the market for stock exchange services in the currency derivatives segment and that
our Company abused its dominance by engaging in “unfair pricing” (not specifically “predatory pricing”)
vis-a-vis MSI, directed us to cease and desist from unfair pricing and levied a penalty of ₹ 555.0 million on
our Company. The CCI order also observed that DotEx, being a wholly owned subsidiary of our Company
had little independence of action in the matter and did not levy any separate penalty on it. Subsequently,
upon challenge of the order of CCI by us before the Competition Appellate Tribunal, or the Tribunal, the
Tribunal upheld the finding of abuse of dominance and upheld the penalty levied by the CCI, by a 4-2
majority decision. We filed a civil appeal before the Supreme Court of India against the order of the
Tribunal, which has granted an interim stay on the penalty to be paid by our Company. The matter is
currently pending before the Supreme Court of India. Separately, MSI has also filed a compensation
application before the Tribunal, claiming an amount of ₹ 8,569.9 million along with interest at the rate of
18% per annum until realization of the claim.

For further details in relation to the aforementioned complaint filed by MSI and other legal proceedings
involving our Company, certain of our Directors, Subsidiaries and Group Companies, see “Outstanding
Litigation and Material Developments” beginning on page 455.

24
 Decisions in any of the aforesaid proceedings adverse to our interests may have a material adverse effect
on our business, results of operations, financial condition and prospects. If the courts or tribunals rule
against us or our Directors, Subsidiaries and Group Companies, we may face monetary and/or reputational
losses and may have to make provisions in our financial statements, which could increase our expenses and
our liabilities.

6. We operate in a competitive industry, and we may not be able to compete successfully.

Our industry is competitive and we expect competition to intensify further. We face significant competition
for new listings and trading of equities, exchange-traded funds, currency derivatives, interest rate futures,
bonds, and mutual funds. We also face significant competition for new listings of equity and futures and
options, as well as in our index and data businesses.

Our listing and trading businesses face competition from traditional trading venues in and outside of India.
These include regulated markets like ours and specialized stock exchanges. In our currency derivatives
segment, we primarily compete with international trading venues in respect of futures and options contracts
that are settled in U.S. Dollars. We also face increasing competition from non-traditional trading venues,
such as multilateral trading facilities and a wide range of over-the-counter services provided by market
makers, banks, brokers, electronic communications networks and other financial market participants.

Trends towards the liberalization and globalization of capital markets have resulted in greater mobility of
capital, international participation in local markets and competition among stock exchanges in different
geographical areas. As a result, global competition among listing venues, trading markets and other
execution venues has become more intense. The global exchange sector has also become more competitive
through industry consolidation and demutualizations (in which an exchange converts from member
ownership to for-profit status). These trends require us to compete for listings and trading volumes with
foreign stock exchanges, some of which have greater financial resources than we do, which may adversely
impact our ability to compete effectively. Our arrangements with foreign stock exchanges for the listing of
NIFTY indices-linked derivatives on foreign exchanges have grown our index business while also
introducing greater competition for trading volumes from foreign stock exchanges. Differences in
regulatory regimes outside of India could also affect the competitive dynamics in our industry in a manner
that is material and adverse to us. See “– External Risks – Government and regulatory policies in India or
abroad or changes to such policies could materially adversely affect our customers, leading to a reduction
in trading volumes, transaction charges or demand for our products and services” on page 42.

Our competitors have adopted aggressive pricing strategies in the past and may reduce their transaction
charges and listing fees below those charged by us or offer other forms of financial or other incentives.
Certain pending litigation may restrict our ability to lower our transaction fees, which may affect our
ability to compete successfully with respect to price. For more information, see “– Our Company and
certain of our Directors, Subsidiaries and Group Companies are involved in certain legal and other
proceedings” on pages 23 to 25. We could lose a substantial percentage of trading volumes or fail to attract
new listings if we are unable to effectively compete on price. In addition, our profit margins could decline
if we lower our trading fees in response to pricing pressures, which would result in a corresponding
reduction in transaction charges, listing fees and book building fees.

We compete on a range of factors in addition to price, including, but not limited to, the quality and speed of
trade execution, market liquidity, functionality, ease of use and performance of trading systems, the range
of products and services offered to customers and listed entities, and technological innovation and
reputation. Therefore, there can be no assurance that pricing strategies that we adopt will succeed in
retaining or attracting trading members and new listings to our platforms or result in higher trading
volumes.

If we fail to compete successfully, our business, results of operations, financial condition and prospects
may be materially and adversely affected.

7. We may be unsuccessful in implementing, or fail to realize the expected benefits from, our growth
strategies.

Our business strategies seek to further diversify our product and service offerings in our trading and non-
trading businesses through innovation and investment in high-growth areas of our businesses, increasing
trading volumes by attracting new issuers and investors to our exchange (particularly from underpenetrated
markets), maintenance and upgrading our infrastructure and technology, pursuit of additional partnerships
and collaborations, establishment of an international exchange and clearing corporation in Gujarat
International Finance Tech City – International Financial Service Centre, or GIFT City and investments in

25
 RXIL and NSE Academy.

The factors that may have an effect on the successful implementation of growth strategies, many of which
are beyond our control, include the following:

 the general condition of the Indian, Asian and global economies;

 our ability to successfully introduce new services and products;

 our ability to adapt to changes in demand and advancements in technology;

 regulatory restrictions and approvals, including changes to permit foreign stock exchanges to
establish operations in India.

 demand for our indices and data products;

 our ability to secure strategic business collaborations with other exchanges, service providers and
market participants; and

 our ability to improve and upgrade our platform infrastructure, including minimizing errors and
mitigating risks on our exchange.

The implementation of our growth strategies will require significant resources, including upfront
expenditures and our management’s time and attention. There can be no assurance that the investments that
we make to implement our growth strategies will yield their anticipated benefits in a timely manner or at
all. Any failure to successfully implement, or realize the expected benefits of, our growth strategies may
have a material adverse effect on our business, results of operations, financial condition and prospects.

8. We operate in a highly regulated industry and any failure to comply with our legal and regulatory
requirements or obligations may result in censures, fines and other penalties imposed on us.

We operate in a highly regulated industry and are subject to extensive regulation. The SEBI regulates us
and has broad powers to withhold approvals or consents with respect to proposals made by us (whether
with respect to rule amendments, product range or infrastructure or market development initiatives), to
issue suspension orders and to require us to produce records and supply information. We are subject to
significant oversight, surveillance and potential investigation and intervention by the SEBI and other
regulatory authorities, including periodic reviews, audits and inspections by the SEBI. Pursuant to such
inspections, the SEBI has in the past required us to undertake certain actions to ensure compliance with the
SECC Regulations and other SEBI circulars, including pertaining to shareholding requirements,
composition and functioning of our committees, the penalties that we impose under the rules and
regulations of our exchange, collection of outstanding listing and other fees and the transfer such amounts
to the investor protection fund.

The SEBI has in the past and may in the future issue show cause notices, censure orders or otherwise
impose restrictions or conditions on the operation of our business. We were censured by the SEBI in 2011
for allowing our members to modify client codes at the end of each trading day to correct trading errors
without those modifications being independently analyzed by us and reported to the SEBI. In addition,
SEBI cautioned us to maintain adequate mechanisms for monitoring the risk management practices of our
trading members in the future and directed us to make disbursements from the assets and deposits of our
defaulting members or the Investor Protection Fund to settle claims of aggrieved investors. We were also
censured by the SEBI in 2014 for weaknesses in our trading systems that led to irregular trading activity
resulting in the temporary suspension of trading during the trading day in question. SEBI has also initiated
an examination against our Company’s co-location facility and has directed our Company to also conduct
an independent forensic examination by an external agency into the co-location facilities of our Company.
See “–SEBI has initiated an examination and has directed our Company to also conduct an independent
forensic examination by an external agency, into the co-location facilities of our Company and has also
directed our Company to deposit the revenue generated from co-location in a separate bank account. Any
adverse SEBI directive on this matter may materially and adversely affect our co-location business, results
of operations, business and reputation” on pages 21 to 23.

In case of any non-compliance or alleged non-compliance with applicable laws or regulations, we could be
subject to investigations, censures, fines or other judicial or administrative proceedings that may result in
additional regulation of our business, substantial penalties, loss of reputation or client confidence or
restrictions on our operations or claims for damages.

26
 We are also obligated to perform certain regulatory functions, for example monitoring compliance with
Indian securities laws by entities listed on our platforms, which we undertake through our regulations, rules
and bye-laws. We may incur additional costs in undertaking any additional legal or regulatory obligations
that may be imposed on us by statute or regulation from time to time. Any failure by us to adequately
monitor compliance with applicable securities laws for entities listed on our platforms may subject us to
penalties, fines, suspension of our business by the SEBI or third-party lawsuits. For example, in the past
there have been lawsuits brought against stock exchanges in India, including us, alleging that the stock
exchanges have not adequately monitored listed companies, in particular companies that have been
suspended for trading for long periods of time. During certain recent inspections that it has conducted,
SEBI directed us to administer stricter compliance measures in relation to our members, including by
undertaking more stringent actions for collection of outstanding listing fees, turnover fees and subscription
fees, which generally relate to members who are inactive or suspended, and by strengthening our staff
tasked with monitoring information received and processed by our exchange. These observations from
SEBI have been or currently are being implemented by us. The SEBI has recently announced its intention
to encourage compulsory delisting of listed companies that have been suspended from trading for extended
time periods, including companies listed on our exchange. Any steps that we take to delist these companies
may result in litigation against us by such companies and any delay or failure by us to take action against
these companies may result in litigation against us by our regulators for failure to fulfill our oversight
responsibilities.

Our ability to comply with applicable laws and regulations in our operations and in our capacity as
regulator is largely dependent on our establishment and maintenance of compliance, audit and reporting
systems, as well as our ability to attract and retain qualified compliance and other risk management
personnel. We cannot assure you that these systems and procedures will be fully effective or that we will
be able to attract, retain and replace the necessary personnel. We may also incur additional costs if our
businesses or regulatory functions become subject to the requirements of overseas governmental bodies as
a result of new laws, regulations or court decisions relating to the extraterritorial effect of foreign laws and
regulations to which we may be subject.

In our capacity as a regulator, we are also party to legal proceedings from time to time, such as in relation
to (i) cases challenging the validity of SEBI directives and our bye-laws; (ii) cases challenging the validity
of arbitral awards or arbitration petitions where such arbitration proceedings have been conducted in
accordance with our bye–laws; (iii) cases filed before various consumer forums for deficiency of services;
and (iv) cases challenging certain other actions taken by us, such as disciplinary actions and suspension of
listing.

9. Our public duties as a stock exchange may conflict with the interests of our shareholders.

We are required to act in the public interest when discharging our obligations to ensure orderly and fair
capital markets and to ensure prudent risk management. In the event that our interests as regulator conflict
with any other interests, our interests as regulator will prevail. Our business, results of operations, financial
condition and prospects and your interests may be adversely affected if we are required to place the public
interest ahead of our own commercial interests and the interests of our shareholders. Further, we have
obligations to regulate and monitor activities of our trading members and ensure compliance with
applicable laws and the rules of our markets by market participants. There may be potential conflicts of
interest due to our regulatory obligations. For instance, we are responsible for identifying possible
violations of the securities laws by our trading members and taking regulatory action against those trading
members if such violations are confirmed. Any failure by us to diligently and fairly regulate our markets or
to otherwise fulfill our regulatory obligations could result in regulatory actions against us, significantly
harm our reputation and adversely affect our business, results of operations, financial condition and
prospects.

10. There is uncertainty on the impact of currency demonetization in India on our business.

On November 8, 2016, the Reserve Bank of India, or RBI, and the Ministry of Finance of the GoI
withdrew the legal tender status of ₹ 500 and ₹ 1,000 currency notes pursuant to notification dated
November 8, 2016. The short-term impact of these developments has been, among other things, a decrease
in liquidity of cash in India. There is uncertainty on the long-term impact of this action. The RBI has also
established, and continues to refine, a process for holders of affected banknotes to tender such notes for
equivalent value credited into the holders’ bank accounts.

The short- and long-term effects of demonetization on the Indian economy, India’s capital markets and our
business are uncertain and we cannot accurately predict its effect on our business, results of operations,
financial condition and prospects.

27
11. We may be unable to keep up with rapid technological change.

Technology is a key component of our operations and business strategy, and our business environment has
undergone, and continues to experience, significant and rapid technological change. For example,
electronic and high-speed trading has grown significantly in recent years, execution methods continue to
evolve and automated risk management systems have become more sophisticated. The GoI and the SEBI
may also undertake initiatives from time to time that encourage or require us to upgrade or modernize our
technology.

We may not be able to successfully develop or license necessary technologies or create new platforms and
services. There can be no assurance that we will be able to respond to customer demands, technological
advances and emerging industry standards and practices on a cost-effective and timely basis, or that we
will be able to continue to optimize and improve the responsiveness, functionality, capacity, accessibility,
scalability, features or efficiency of our trading and clearing platforms, software, systems and technologies.

Our efforts to maintain and upgrade our existing technology and pursue opportunities to integrate emerging
technologies such as “FinTech” innovation may be costly and may not yield their anticipated benefits. We
face potential competition from FinTech firms and financial institutions that could develop new products or
services to compete with those that we provide, such as alternative trading, clearing and settlement systems
and back-end services. If we are unable to anticipate and respond to the demand for new services, products
and technologies on a timely and cost-effective basis and to adapt to technological advancements and
changing standards, we may be unable to compete effectively.

The adoption and implementation of new technologies, whether in our platforms, products or services, may
result in increased costs and require significant additional resources, including management time and
attention. There can also be no assurance that we will be able to realize the expected benefits of new
technologies that we implement in a timely manner or at all. In particular, we rely on the ability of our
customers to have the necessary knowhow and front and back office functionality to support any of our
new platform features, products or services, which directly impacts the acceptability of such new features,
products or services. Consequently, if revenue does not increase as a result of our investments in
technology, the up-front costs associated with those investments may exceed revenue and prevent us from
realizing any returns on such investments.

We are dependent on open source software for our key operating systems and databases. We rely on open
source software providers for software maintenance, development and technical support and are therefore
dependent on such third-party software providers to respond to viruses, cyber-attacks or other security
breaches affecting their software and to upgrade their software in response to evolving technology and
market demands. In the event that the developers of open source software that we rely on do not upgrade
such software in a timely manner or at all, we may become reliant on open source software that becomes
obsolete or vulnerable in terms of security.

The occurrence of any of the foregoing risks could have a material adverse effect on our business, results
of operations, financial condition and prospects.

12. We depend on our computer and communications systems and software, which may fail to perform
effectively or require maintenance and upgrades.

Our business depends on the performance and reliability of complex computer and communications
systems and software. See “Our Business – Our Technology” and “Our Business – Intellectual Property”
beginning on pages 172 and 176.

We have encountered isolated instances of temporary interruptions or inconsistencies in our systems,

products and services. In October 2012, weaknesses in our trading systems led to irregular trading activity
resulting in the temporary suspension of trading activity during a single trading day. On certain isolated
occasions during 2016, we experienced a temporary interruption in rapid communication between our
trading and risk management systems for our cash market segment, the delayed opening of a call auction
trading sessions due to a failed system module, an error in securities lending and borrowing order
collection due to server failures and inconsistent data reporting in our cash market segment due to a system
messaging error.

We may experience systems interruptions, disruptions or failures in the future as a result of, among other
things, power or telecommunications failures, war, terrorism, human error, natural disasters, fire, sabotage,
hardware or software malfunctions or defects, complications experienced in connection with system

28
 upgrades, computer viruses, intentional acts of vandalism and similar events over which we have little or
no control. Our trading systems utilize real-time data transmission within systems, the failure of which
would materially and adversely affect our trading platforms. As we rollout new applications, software
errors in our new or legacy applications may cause systems to behave incorrectly or fail. Heavy trading on
our platforms or order routing during peak trading times or at times of unusual market volatility could also
cause our systems to operate slowly or even to fail for periods of time. Our estimates of system capacity
needs may be inaccurate, resulting in periods of insufficient capacity while we bring additional servers
online.

Our or our third-party service providers’ failure to maintain systems or to ensure sufficient capacity, or the
failure or lack of capacity of the systems belonging to our third-party service providers may result in one or
more of the following:

 disruptions in our products and services;

 temporary suspension of trading, regulatory functions and data feed services;

 failed or delayed execution, clearing and settlement of orders;

 the need to unwind inadvertent trades;

 incomplete or inaccurate accounting, recording or processing of trades;

 security breaches in respect of confidential or sensitive information;

 customer complaints or decreased customer satisfaction;

 litigation or regulatory proceedings against us; and

 reputational loss.

We may incur significant capital expenditures in order to maintain and upgrade our systems in addition to
any expenses that we incur as a result of any system failure. There can be no assurance that our investments
in technology will yield their anticipated results in a timely manner or at all.

If any one or more of these situations were to arise, we could incur reputational damage, regulatory
sanctions, litigation, loss of market share, loss of trading volume and loss of revenues. As a result of any
errors, delays or periods of unavailability of information, we may incur liabilities to our customers who
rely on our products and services. These and other consequences could materially and adversely affect our
business, results of operations, financial condition and prospects.

13. We may be unable to retain or replace our management team, highly-skilled employees or key
personnel.

We are dependent on our management team, including our Managing Director and Chief Executive
Officer, Group President, Chief Financial Officer – Group Accounts and Finance, Chief Regulatory
Officer, Chief Operations Officer – Trading, Chief Business development Officer, Chief Technology
Officer – Projects, Chief Technology Officer – Operations, Chief Financial Officer – Group Investments
and Shareholder relations, Company Secretary, Chief People’s Officer, General Counsel and other
significant employees of our Subsidiaries, for strategic planning and operational oversight and
management. There can be no assurance that we will be able to retain our management team or
successfully implement our succession plans to replace departing members of our management team and
maintain business continuity.

On December 2, 2016, Chitra Ramkrishna resigned with immediate effect from her position as our
Managing Director and Chief Executive Officer. Our Board of Directors has appointed a search committee
to forward new names for the appointment of the Managing Director and Chief Executive Officer of our
Company to SEBI, however we are unable to predict when these positions will be filled. In terms of a
circular dated December 13, 2012 issued by SEBI, we are required to forward new names for the
appointment of the Managing Director and Chief Executive Officer to SEBI within a period of 60 days
from the date of resignation. Our Board of Directors has redesignated J Ravichandran, our Group President,
as Chief Executive Officer In-charge until such time as a new Chief Executive Officer and Managing
Director are appointed. As the appointment of our Managing Director is subject to SEBI approval, there
can be no assurance that SEBI will grant such approval in a timely manner or at all. While our previous

29
 Managing Directors and Chief Executive Officers were appointed from the then existing management team
of our Company, there can be no assurance that the new Managing Director and Chief Executive Officer
will be appointed from the existing Board or management team of our Company or that our new Managing
Director and Chief Executive Officer will adopt our current business plans and strategies.

We depend on our highly-skilled and key personnel in all aspects of our operations, including our listing
business, trade operations, exchange memberships, clearing and settlement, risk management, surveillance,
marketing, new initiatives, special projects and treasury and tax functions. Competition for highly-skilled
employees and key personnel is intense in our industry, including due to the unique nature of the exchange
industry, which may lead to scarcity of available employees. Our employee attrition rate was 13.7% and
8.7% for fiscal 2016 and the six months ended September 30, 2016, respectively.

Our future success will to a large extent depend on our ability to retain key personnel and our ability to
attract and retain highly-skilled technical, managerial and marketing personnel. As a regulated stock
exchange in India, we are prohibited from offering employee stock option plans to our employees and are
required to hire “fit and proper” (as defined under the SECC Regulations) employees, and the ability of our
employees to invest in securities is significantly restricted. These and similar restrictions may hinder our
ability to recruit and hire personnel. Market conditions may also cause the costs of retaining and attracting
such personnel to increase significantly beyond current levels.

There can be no assurance that we will be able to retain our highly-skilled employees or key personnel or
to attract such additional personnel as our business needs expand or to replace departed personnel. Any
increase in the turnover of employees in key positions could lead to a temporary reduction in our
operational efficiency due to lack of availability of potential employees with the relevant skills and the
lengthy training processes required to train new employees in these positions. The loss of or diminution in
the services of our key personnel could impair our ability to reach our strategic goals. These and other
consequences could have an adverse effect on our business, results of operations, financial condition and
prospects.

14. Our businesses require us to acquire, store and transmit sensitive information, which exposes us to risks
of internal and external security breaches and could give rise to liabilities.

The acquisition and secure processing, transmission and storage of sensitive, confidential and proprietary
information are and will continue to be critical elements of our operations, including our listing, trading,
clearing and settlement, index and data feed businesses. We also assume significant risks related to data
protection and data security threats through DotEx’s role as the managed service provider for central KYC
registry maintained by the Central Registry of Securitization Asset Reconstruction and Security Interest of
India. DotEx will acquire, store and transmit personally identifiable information and confidential
information from all types of financial market participants in India.

We rely on our systems and employees, and those of certain third-party vendors and service providers in
conducting our operations. Those technologies, systems and networks may become the target of cyber-
attacks or information security breaches that could result in the unauthorized release, gathering,
monitoring, misuse, loss or destruction of our or our members’ confidential, proprietary and other
information, or disruptions of and errors within our systems. Our risk and exposure to these matters
remains heightened because of, among other things, the evolving nature of these threats and our
outsourcing of certain business operations, in particular our reliance on licensed technologies for some of
the key components of our technology platform and outsourced employees for support and maintenance of
these licensed technologies.

Data security breaches may also result from fraud or other misconduct by our employees, third-party
vendors and trading members or their respective constituents. It is not possible to always prevent
misconduct, and the precautions that we take may not be effective in all cases. We are exposed to risks of
clerical and recordkeeping errors or other unintentional accidents caused by any of these parties. In
addition, the third parties to whom we provide and entrust information, may not take proper care of our
information and may not employ appropriate techniques for safeguarding data leading to breakdowns,
failures, or capacity constraints of their own systems.

We cannot guarantee that our existing security measures will prevent all security breaches, intrusions or
attacks. A party, whether internal or external, that is able to circumvent our security systems could steal
information or cause significant disruptions to our systems. Security breaches or attacks could result in our
competitors obtaining strategically important information about us and give them a competitive advantage
over us, cause reputational harm, or lead to regulatory sanctions, litigation, loss of market share, loss of
trading volume and loss of revenues. Security breaches could also result in negative publicity, damage to

30
 our reputation and cause our customers to lose confidence in us. We may need to expend significant
resources to protect against security breaches, intrusions, attacks or other threats or to address problems
including reputational harm and litigation, caused by breaches.

We face a related risk that our business continuity, disaster recovery and data security systems prove to be
inadequate. Any such failure could require us to expend significant resources to correct the defect, as well
as by exposing us to litigation or losses not covered by insurance. Although we have business continuity
plans and other safeguards in place, our business operations may also be adversely affected by significant
and widespread disruption to our physical infrastructure or operating systems and those of our third-party
service providers that support our business.

Although we have not experienced any material losses relating to cyber-attacks or other information
security breaches in the past, there can be no assurance that we will not suffer such losses in the future.
Any of these occurrences could diminish our ability to operate our business, or cause financial loss,
potential liability, decreases in trading volumes, reputational damage or regulatory intervention, which
could materially adversely affect our business, results of operations, financial condition and prospects.

15. Our existing products and services may lose their market appeal and we may be unsuccessful in
developing new products and services.

Our continued success and future growth depend on our ability to develop and offer new products and
services that appeal to our existing and prospective customers. We may spend substantial money and time,
including management time and attention, developing or improving products and services and such
investments may not yield expected benefits.

If a significant portion of our existing product portfolio becomes outdated or loses market share and we are
unable to offer new products in their place in a timely manner, or if we fail to increase demand for or fail to
competitively price our products and services, our business, results of operations, financial condition and
prospects could be adversely affected. Further, we may not be able to increase our market share in terms of
trading volumes in the newer product segments that we currently offer, such as futures and options on
foreign exchange rates, or maintain our market share for product segments which we currently have a
sizeable market share. Consequently, our continued success and future growth rely on the development and
introduction of new financial products that appeal to customers, as well as on the ability to attract new
types of investors to our products.

We are limited in our flexibility to innovate or differentiate our products and services from other Indian
stock exchanges because all products and services that we offer must be approved by the regulator. See “–
Our business depends on statutory and regulatory approvals, licenses, registrations and permissions which
we may be unable to obtain or renew in a timely manner or at all” on page 32.Our new products and
services may also require our subsidiary and clearing corporation, National Securities Clearing Corporation
Limited, or NSCCL, to introduce new settlement procedures, which also require prior approval from the
SEBI. This review and approval process generally prevents us from responding quickly to changing
customer demand and provides our domestic competitors with advanced warning of our innovations and
the lead time to develop and introduce similar products and services on similar timelines. The time-
consuming process for launching new products, particularly the requirement for SEBI approval which often
provides competitors with an opportunity to catch up to our product innovations, may result in the loss of
any first-mover advantage that we would otherwise gain from our investments in product development,
which may result in our inability to extract the expected benefits from our investments. Delays in obtaining
the SEBI’s approval of new or modified clearing and settlement procedures could prevent us from
introducing new products and services in a timely manner or at all. For details regarding pending approvals
as of the date of this Draft Red Herring Prospectus, see “Government and Other Approvals” beginning on
page 464.

16. We may not be able to increase our revenues from our non-trading businesses, which are subject to
numerous operational risks.

Our non-trading businesses comprise index creation and licensing, market data feeds, technology solutions
and financial education offerings. While we expect our non-trading businesses to provide alternative
sources of revenue that reduce our dependence on trading volumes, they are subject to a number of risks
including those described below.

Our index and data feed businesses operated by our wholly-owned subsidiary, IISL are exclusively focused
on the domestic Indian capital markets. Our index business is dependent on our NIFTY 50 Index. As a
result, changing market conditions or other factors that adversely affect investment interest and trading

31
 activity in the Indian capital markets could reduce demand for our index and data products, which could
result in a decrease in our non-trading revenues.

Our index business is subject to concentration risks. In fiscal 2016, 82.5% of our index license fees outside
India were from exchange customers, of which 98.7% was from our top index licensing customer. There
can be no assurance that we will be able to diversify the customer base of either our index or replace key
customers in the event that they reduce their purchases of our products or elect not to renew their contracts
with IISL, which could result in a decrease in our non-trading revenues.

In our data feed business, there is present and growing demand for analyzed data content and cross-market
data, while our current products are limited to raw data content. Additionally, we conduct our data feed
business on a business-to-business model and do not sell directly to end-users or produce data for direct
retail investor consumption.

We seek to expand the range of our non-trading products and services through innovation and any inability
to do so may prevent us from increasing our revenues from our non-trading businesses. Other risks related
to our non-trading business include:

 the failure to generate expected returns from new products and services in our commercial IT
business;

 the inability of our financial education programs to drive growth in our exchange membership;

 illegal data vending, piracy and violations of our the terms of use of our index and data products,
which may reduce sales or demand for such products and services; and

 the inability to compete effectively in the relevant markets of our non-trading businesses.

The foregoing and similar risks related to our non-trading businesses may materially adversely affect our
business, results of operations, financial condition and prospects.

17. Our business depends on statutory and regulatory approvals, licenses, registrations and permissions
which we may be unable to obtain or renew in a timely manner or at all.

We are required to obtain, maintain and renew various statutory and regulatory approvals, licenses,
registrations and permissions from time to time for the operation of our platforms and businesses. For
example, we have obtained licenses from the SEBI in respect of EMERGE (our platform for SMEs) and
trading in derivatives and government securities and we would be required to obtain regulatory approvals
from the SEBI. For further details, see “Government and Other Approvals” beginning on page 464. There
can be no assurance that the relevant authorities will issue or renew our approvals, licenses, registrations
and permissions in a timely manner or at all. Regulatory approval, licenses, registration and permissions
granted to us typically impose additional requirements, obligations or restrictions on our operations, which
must be complied with in order for us to continue our operations. Failure by us to obtain, maintain, renew
or replace the approvals, licenses, registrations and permissions that we require may result in the
interruption of our business or our inability to scale up our operations or offer new products and services.
In addition, our various third-party vendors and intermediaries may require similar statutory or regulatory
approvals, licenses, registrations and permissions. For further details, see “Government and Other
Approvals” beginning on page 464. Any inability to obtain, maintain or renew necessary approvals,
licenses, registrations and permissions and comply with their terms and conditions could adversely affect
our business, results of operations, financial condition and prospects.

18. Failure to protect our intellectual property rights could materially adversely affect our business.

We own or license rights to a number of trademarks, service marks, trade names, that we use in our
business, including NSE, NIFTY and NIFTY 50. We also have certain NIFTY-related trademark
registration applications pending in India and abroad. We may not succeed in registering our marks or
otherwise protecting our intellectual property. Our trademark registration applications have been
unsuccessful in the past, for example where similar marks have already been registered in a particular
jurisdiction.

The protective steps that we take to protect our intellectual property rights, including registrations under
trademark laws, confidentiality provisions and contractual arrangements, may be inadequate to deter
misappropriation of our intellectual property. Certain of our key systems and technology that support our
functions were developed in-house, including NEAT, our screen-based trading system. However, we do

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 not have registered patents in relation to the method or process for developing such systems and
technology, and we may not be able to protect such systems and technology from unauthorized use. There
can be no assurance that we will take the necessary actions to protect our intellectual property rights in the
future, including by successfully renewing the intellectual property rights that we own. We may be unable
to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights in
India or abroad. Failure to protect our intellectual property and trademarks could harm our reputation and
affect our ability to compete effectively. Further, defending our intellectual property rights may require
significant financial and managerial resources, the expenditure of which may materially adversely affect
our business, results of operations, financial condition and prospects.

Although the non-disclosure obligations under our employment contracts with certain of our key personnel
extend beyond the term of the contract, we cannot assure protection of our know-how, trade-secrets or
other confidential or proprietary information once these agreements are terminated. The disclosure of such
information about us could have an adverse effect on our business, resulting operations, financial condition
and prospects.

19. Our operations, trading members, listed entities and assets are concentrated in India.

The principal place of our business is India and substantially all of the companies listed on our platforms
are incorporated in, or have operations primarily in, India. Consequently, any adverse change in the Indian
legal, political, economic or business environment that impacts the financial condition of Indian companies
could adversely affect us to the extent such changes cause investors to withdraw their investments and
cease trading on the markets we operate. Such changes include, for example, modifications of the GoI’s
economic policy that may result in a decline in gross domestic product, or GDP, or deceleration of GDP
growth, high inflation, declines in interest rates, growing budget deficits and foreign debt, as well as
changes in the exchange rate of the Indian Rupee against major world currencies or changes in corporation
tax, exchange controls or other regulations that impact a listed entity’s ability to conduct its business.

In addition, if returns on investments in Indian companies are generally lower than returns on investments
in companies based in other countries, we may be unsuccessful in attracting foreign and local investors to
our platforms. Any of these events may have a material adverse effect on our business, results of
operations, financial condition and prospects.

See also “– Broad market trends and other factors beyond our control could significantly reduce demand
for our products and services”, “– We operate in a highly regulated industry and any failure to comply with
our legal and regulatory requirements or obligations may result in censures, fines and other penalties
imposed on us”, “– External Risks – Government and regulatory policies in India or abroad or changes to
such policies could materially adversely affect our customers, leading to a reduction in trading volumes,
transaction charges or demand for our products and services”, and “– External Risks – Political, economic
or other factors in India beyond our control may have an adverse impact on our business, results of
operations and prospects”.

20. Regulation of ownership and eligibility requirements of shareholders of securities of Indian stock
exchanges may hamper our ability to raise capital and restrict investment in our Company.

Investment in stock exchanges and in Indian securities is subject to regulation. The SECC Regulations and
the circulars issued in connection with the SECC Regulations, inter alia, prescribe conditions in relation to
the ownership of stock exchanges including the following:

 At least 51% of the paid up equity share capital of a stock exchange is required to be held by the
public. ‘Public’ has been defined to include any member or section of the public but does not
include any trading or clearing member or their associates and agents. A public sector bank, public
financial institution, insurance company, mutual fund or alternative investment fund in the public
sector, which has associates as trading members or clearing members is deemed as public for the
purpose of the SECC Regulations.

 A person resident in India, directly or indirectly, either individually or together with persons
acting in concert, is not permitted to acquire or hold more than 5% of the paid up equity share
capital in a stock exchange. However, certain categories of investors are permitted to hold up to
15% of the paid up equity share capital of the stock exchange, with the prior approval of the SEBI
for holding more than 5%.

 A person resident outside India, directly or indirectly, either individually or together with persons
acting in concert, is not permitted to acquire or hold more than 5% of the paid up equity share

33
 capital in a stock exchange. The union cabinet, pursuant to the press release dated July 27, 2016,
approved an increase in the foreign shareholding limit from 5% to 15% for a stock exchange, a
depository, a banking company, an insurance company and a commodity derivative exchange.
Further, the combined holding of all persons resident outside India may not exceed 49% of its
paid up equity share capital.

 For persons acquiring more than 2% of the paid up equity share capital, such person is required to
seek the approval of the SEBI within15 days of such acquisition.

 Only “fit and proper” (as defined under the SECC Regulations) persons are permitted to acquire
or hold shares in a stock exchange. SEBI has advised us in its recent inspection reports to
continuously follow up in relation to the divestment of the Equity Shares of one of our
shareholders, holding 0.02% of our Equity Share capital. The shareholder is required to divest its
shareholding in our Company following the SEBI’s determination that the shareholder is not a “fit
and proper” person under the SECC Regulations. Following the completion of the Offer, the text
of the relevant regulation in connection with “fit and proper” persons is required to be made part
of the contract note. The listed stock exchange is also required to submit to the SEBI on a
quarterly basis, an exceptional report in relation to the shareholders who are not “fit and proper”
and action taken in respect of such shareholders.

Under the SEBI circular no. CIR/MRD/DSA/01/2016 dated January 1, 2016, persons acquiring shares of a
stock exchange have self-declaration obligations and the depositories have an obligation to monitor, report
and ensure compliance with the shareholding restrictions with respect to stock exchanges. However, the
infrastructure enacted to ensure compliance with the SECC Regulations and the January 2016 Circular is
yet to be tested on a real-time basis as we do not currently have any listed peers. Accordingly, we cannot
assure you that such infrastructure will be appropriate or adequate to ensure compliance with shareholding
restrictions and monitoring requirements. Further, any failure to comply with the above restrictions could
lead to freezing of voting rights and all corporate actions in respect of the excess Equity Shares held and
the requirement to dispose of any shareholding in excess of regulatory limits.

According to the SECC Regulations, purchases of Equity Shares by foreign portfolio investors are
restricted to the secondary market. This may constrain our ability to raise capital in the future through
primary offerings, as foreign portfolio investors would not be allowed to participate. Further, there can be
no assurance that the SEBI will grant the approval required for acquisitions beyond the prescribed limit
under the SECC Regulations. These limitations on acquisition and holding could also have a material
adverse effect on our business, results of operations, financial condition and prospects. For further details
in relation to the restrictions on shareholding, refer to the sections “Regulations and Policies” and “Offer
Procedure” beginning on pages 177 and 506, respectively.

21. Our clearing house operations expose us to various risks in respect of our clearing members and third-
party depositories.

Our clearing and settlement operations are conducted through our subsidiary, NSCCL. NSCCL guarantees
the settlement of trades on our platforms and maintains a Core Settlement Guarantee Fund to support its
guarantor obligations.

Parties to a settlement may default on their obligations for reasons beyond our control. A member’s default
on its obligations may result in a loss if NSCCL’s margin and security deposits are insufficient to meet its
obligations. NSCCL is also subject to liquidity risk when a clearing member defaults or is delayed in
fulfilling its obligations or when a clearing bank defaults or delays in facilitating the pay-out of funds.
NSCCL is also subject to collateral risk where it is unable to access the collateral deposited by clearing
members (including due to legal disputes or otherwise) or where changing market conditions result in a
reduction in the liquidation value of the collateral compared to the obligation which the collateral secures.

Funding of the Core Settlement Guarantee Fund has in the past required and may in the future continue to
require significant contribution. NSCCL would use the Core Settlement Guarantee fund to cover losses due
to failure of a member of our exchange to honor its obligations. As a consequence, NSCCL may need to
access, and our Company and NSCCL may be required to replenish, the Core Settlement Guarantee Fund.
In December 2016, SEBI observed that NSCCL had not allocated the loss incurred due to default by one of
the brokers in a manner that was in conformity with the bye-laws of NSCCL. Accordingly, SEBI advised
NSCCL to transfer certain amounts from its reserves to the Core Settlement Guarantee Fund. For details in
relation to regulatory action and directives in connection with Core Settlement Guarantee Fund, see
“Outstanding Litigation and Material Developments – Litigation involving our Subsidiaries – Litigation
filed against NSCCL - Actions by regulatory / statutory authorities” on pages 458 to 459.

34
 Our and NSCCL’s risk management related policies and procedures may not be sufficient to detect
problems or prevent defaults. Furthermore, our and NSCCL’s measures and financial resources to offset
counterparty default risk, including the Core Settlement Guarantee Fund, may be insufficient to protect
against counterparty defaults or the adverse effects of those defaults. We may also be affected by any
delays or failures in the timely and efficient transfer of securities to and from the relevant depositories. We
cannot assure you that our clearing and settlement arrangements will be satisfactory to our members and
will not require system modifications in the future. If the various measures that our Company and NSCCL
take to cover defaults and maintain liquidity are not sufficient to protect us from a default or if significant
defaults take place, our business, results of operations, financial condition and prospects may be adversely
affected.

The majority of the securities listed on our exchange are in dematerialized form and held by one of two
depositories, the Central Depository Services (India) Limited, or our associate company, the National
Securities Depository Limited. NSCCL has established connectivity with both depositories and relies on
their services for the electronic settlement of trades executed on our exchange. Any delay or failure by the
depositories to perform their settlement obligations could adversely affect NSCCL and, in turn, our
business, results of operations, financial condition and prospects.

22. Damage to our reputation could materially adversely affect our business.

Reputation and customer confidence (including that of issuers, our trading members and other financial
intermediaries and investors) are important to our business, and we consider our brand to be one of our
assets.

Our investor services department receives complaints from investors from time to time in the ordinary
course of operations. The nature of these complaints included the following:

 execution of trades without consent;

 non-receipt of funds or securities;

 excess brokerage fees charged by our trading members;

 failure of our trading members to issue documents;

 non-refund of margins or security deposits;

 non-payment of dividends;

 non-receipt of credit balances shown in statements of account; and

 poor quality of customer service.

If we are not able to promptly and effectively respond to investor complaints, customer confidence and
satisfaction may decline and our reputation and brand may be adversely affected.

Our reputation could be harmed in many other ways, including by failures or disruptions of our systems,
operational errors, data security or privacy breaches, regulatory actions or the actions and activities of our
trading members and customers whom we do not control. See also “–SEBI has initiated an examination
and has directed our Company to also conduct an independent forensic examination by an external agency,
into the co-location facilities of our Company and has also directed our Company to deposit the revenue
generated from co-location in a separate bank account. Any adverse SEBI directive on this matter may
materially and adversely affect our co-location business, results of operations, business and reputation” and
“– We rely on third parties for the provision of certain services and products, including certain aspects of
our critical system infrastructure and software” on pages 21 to 23 and 36.

Due to the role that we perform in the Indian capital markets, errors in our transaction systems,
interruptions in trading, operational errors, inadvertent leakages of confidential information relating to
customers, legal proceedings, regulatory action, press speculation or other unfavorable information could
damage our brand and reputation. The actions of other market participants, including issuers, financial
intermediaries and competing trading platforms acting contrary to accepted standards of conduct or market
practice could undermine general confidence in the Indian capital markets and in our business. Finally, our
trading members, Directors and employees may engage in fraud or other misconduct, and although we take
precautions to prevent and detect this activity, such precautions may not be effective in all cases, which

35
 could result in sanctions or serious harm to our reputation.

Damage to our reputation could reduce our trading volumes and the number of listings on our platforms.
We have filed a defamation suit in relation to certain articles against our Company’s co-location facility.
For further details, see “Outstanding Litigation and Material Developments – Litigation involving our
Company – Litigation filed by our Company” beginning on pages 457 to 458. Any damage to our
reputation could adversely affect our business, results of operations, financial condition and prospects.

23. We rely on third parties for the provision of certain services and products, including certain aspects of
our critical system infrastructure and software.

We rely on third parties to provide some of the important elements of our trading, clearing and other
systems, communications and networking equipment, computer hardware and software and related support
and maintenance, as well as other functions necessary for the operation of our business. These third parties
include software and hardware vendors, data processors, internet service providers, telephone companies,
warehouses, banks and quality certification companies.

We license our risk management software, trading technology used in our NMF II mutual fund platform,
databases, routers, servers and other critical software and hardware on a perpetual or annual basis from
third parties, many of whom also provide regular support and maintenance services to us. Any premature
termination of our license agreements or the loss of the ability to use such technology for any reason would
have an adverse impact on our business and operations. Rapid changes in our industry or technology may
result in our licensed technologies becoming obsolete prior to the expiration of our licenses or to the recall
or discontinuation of support for outdated products or services. We cannot assure you that our licensors
will be able to adequately and timely maintain and update the infrastructure and software that we license to
meet our needs. Accordingly, we may be required to invest additional amounts and incur significant costs
in upgrading existing technologies.

We cannot assure you that our third-party vendors will be able to continue to provide their products and
services in an efficient, cost-effective manner or that they will be able to adequately expand their services
to meet our needs. Any interruption or deterioration in the performance of these services, regardless of the
cause, could also be disruptive to our business and affect trading activity. Our disaster recovery planning
may not be sufficient for all eventualities and our property insurance coverage may not be adequate to
compensate us fully for any losses that we may suffer. If our vendors cannot expand system capacity to
handle increased demand, if they fail to perform, if their systems experience interruptions, malfunctions,
disruptions or slower response times or if they fail to update their systems in a timely manner or at all, then
we could incur reputational damage, regulatory sanctions, litigation, loss of market share, loss of trading
volume and loss of revenues, any of which could materially adversely affect our business, results of
operations, financial condition and prospects.

24. We may be unable to acquire other companies or technologies or enter into investments, alliances, joint
ventures or other business combinations successfully or at all.

We may in the future seek to acquire or invest in businesses, applications or technologies that we believe
could complement or expand our business, improve our technology platform and capabilities or otherwise
offer growth opportunities, subject to applicable law. The pursuit of potential acquisitions may divert the
attention of management and cause us to incur various costs and expenses in identifying, investigating and
pursuing suitable acquisitions, whether or not they are consummated. There can be no assurance that we
will be able to adequately assess, identify or capitalize on suitable opportunities for business diversification
or other purposes, obtain the financing necessary to complete and support such investments, alliances or
ventures on satisfactory terms, or that any such business combination will prove to be profitable or create
value for our shareholders.

The SECC Regulations, which restrict us, as a stock exchange, from engaging in activities that are
unrelated or not incidental to our functions as a stock exchange or clearing corporation (except through a
separate legal entity and as permitted by the SEBI) may reduce the number of such opportunities available
to us. In its recent inspection reports, SEBI has observed that we have acquired a stake in Computer Age
Management Systems Limited, or CAMS (without providing notice to SEBI) and made an investment in a
wind power project, and that through these investments our Company is engaged in activities not incidental
to stock exchange activities, as prescribed under Regulation 41(3) of the SECC Regulations. These matters
are under consideration by SEBI.

If SEBI were to determine that we have made an acquisition which does not comply with the SECC
Regulations, we could be subject to penalties, including instructions for us to divest all or a portion of our

36
 shareholding in such entities, which in turn may adversely affect our business, result of operations,
financial condition and prospects.

Additionally, potential investments, alliances and joint ventures may result in our exposure to unanticipated
liabilities and we can provide no assurance that we would be able to identify any actual or potential
liabilities.

It may be necessary for us to raise additional funds through public or private financings to complete our
proposed acquisitions or investments. Additional funds may not be available on terms that are acceptable to
us and, in the case of equity financings, may result in dilution to our shareholders. Any future acquisitions
by us also could result in large and immediate write-offs, the incurrence of contingent liabilities or
amortization of expenses related to acquired intangible assets.

In any acquisition, we may not be able to realize the benefits of acquiring such businesses. For example,
we have acquired a stake in Power Exchange India Limited, or PXIL, our Group Company. We have
recently advised PXIL to consider taking immediate steps to close down its business as early as possible
and in any event not later than February 28, 2017, since PXIL has been incurring heavy cash losses.
Additionally, if we are unable to successfully integrate an acquired business with our existing operations,
technologies and company culture. We cannot assure you that following any such acquisition we would
achieve the expected synergies to justify the transaction. Any failure to complete any proposed acquisition,
investment, alliance, joint venture or other business combination in accordance with our expectations, or
the failure to identify suitable opportunities, may adversely affect our business, results of operations or
financial condition.

25. Our data products may contain undetected errors.

Through our data feed business, we distribute trading data sourced from our exchange. We also sell data
products based on our NIFTY indices on a subscription basis. The compilation and dissemination of market
data or index information could give rise to miscalculations or undetected errors. Market participants who
use real time price and order book information or other market moving signals to make their buy or sell
decisions and recommendations or require accurate instrument reference data for risk management
activities and error-free settlement may base their decisions on miscalculated or erroneous information. We
may be exposed to damage claims brought against us based on such miscalculations or undetected errors
which could be costly to defend, harm our reputation and result in contractual disputes, delays in or loss of
market acceptance of our products or unexpected expenses and diversion of resources to remedy errors.
Any such events may have a material adverse effect on our business, results of operations, financial
condition and prospects.

26. Our risk management framework and insurance policies may not be effective or adequate.

Our risk management framework includes capital adequacy requirements for members, monitoring member
performance and track record, stringent margin requirements, online monitoring of member positions and
automatic disablement from trading when limits are breached. Our risk management policies and
procedures designed to prevent the occurrence of, or mitigate, risks such as investment risk, market risk,
credit risk, operational risk and liquidity risk may not be adequate or effective. We can provide no
assurance that our IT systems, policies and procedures and personnel will always be effective or that we
will always be successful in monitoring or evaluating the compliance risks to which we are or may be
exposed. Non-compliance with applicable regulations could lead to reduced trading volumes or trading
members on our platforms or customers using our products and services. Further, our business involves
risks and hazards which may adversely affect our profitability, including equipment breakdown, failure of
systems and infrastructure, employee frauds, and terrorist activities. We cannot assure you that the
operation of our business will not be affected by any of the incidents and hazards listed above or by other
factors.

We have a variety insurance policies to cover our assets against external risks and for the benefit of our
employees, employment practices liability insurance, employee health insurance and such other insurance
policies as required by applicable law and which are subject to certain exclusions and limits on coverage.
There can be no assurance that any claim under the insurance policies maintained by us will be honored
fully, in part or on time, or that we have taken out sufficient insurance to cover all material losses,
including coverage for claims by third parties and litigation. To the extent that we suffer loss or damage for
which we did not obtain or maintain insurance, that is not covered by insurance or exceeds our insurance
coverage, the loss would have to be borne by us and our cash flows, results of operations and financial
performance could be adversely affected. For a detailed description of the insurance policies obtained by us
including the assets covered under such insurance, see “Our Business – Insurance” on page 176.

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27. Our proposed international exchange in GIFT City is subject to contingencies and uncertainties.

We have incorporated two Subsidiary companies, NSE IFSC Limited and NSE IFSC Clearing Corporation
Limited, and applied to the SEBI for in-principle approval to establish international exchange and clearing
corporation businesses in GIFT City. We cannot assure you that we will receive these approvals or other
approvals required for conducting operations in GIFT City in a timely manner or at all. Establishing an
international exchange at GIFT City will require significant capital expenditure, and there can be no
assurance that the international exchange will generate sufficient business to recover the costs of
establishment or become profitable. We have not finalized our plans for our proposed exchange and
clearing corporation businesses at GIFT City and may incur additional costs or delays as those plans are
formalized. There can be no assurance that depository services will be available at GIFT City in a timely
manner or at all and, as a result, trading on our proposed international exchange may be limited to products
that do not require depository services. Contingencies and uncertainties such as the foregoing may result in
our inability to successfully implement our GIFT City project.

28. A significant portion of our costs are fixed or semi-fixed and cannot be adjusted to periodic fluctuations
in our trading volumes and revenue.

A significant portion of our costs comprise fixed and semi-fixed costs such as employee benefits expenses,
depreciation and amortization expenses, rent, repairs and maintenance expenses, regulatory fees payable to
SEBI, software expenses and other expenses, which are not fully dependent on our trading volumes. We
base our expectations of our cost structure on historical and expected levels of demand for our products and
services as well as our fixed operating infrastructure, such as computer hardware and software, hosting
facilities and security and staffing levels. We may not be able to quickly adjust our operating expenses in
the event that our trading volumes decrease, demand for our products and services or our revenue falls
short of expectations, which may result in larger decreases in our revenues than corresponding decreases in
expenses. Because our cost structure is largely fixed, if demand for our current products and services
declines for any reason, we may not be able to adjust our cost structure to counteract the associated decline
in revenues. In the event of any of the forgoing, our business, results of operations, financial condition and
prospects may be adversely affected.

29. We may be required to comply with certain foreign regulations and seek recognition from foreign
regulators in conjunction with our business ventures outside of India.

Our business ventures outside of India may require us to comply with regulations promulgated by foreign
governments and stock exchange regulators.

We have entered into cross-listing and licensing arrangements with the Singapore Exchange, the Chicago
Mercantile Exchange, the Osaka Exchange and the TAIFEX to provide for trading of derivatives
benchmarked to our NIFTY 50 index and other indices on foreign exchanges. As a result of these
partnerships, derivatives benchmarked to NIFTY indices are traded on these four exchanges. We have also
entered into a memorandum of understanding with the London Stock Exchange to explore opportunities for
collaboration, such as the establishment of a research center in GIFT City. Foreign governments or
regulators, including our stock exchange partners, may require us or the products that we market outside of
India to meet regulatory requirements that may be different from or stricter than the requirements that we
are subject to in India. We may also incur additional costs or our management may be required to devote
additional time and attention in order to meet these requirements. As a result, our business, results of
operations, financial condition and prospects may be materially adversely affected.

30. We may not be able to amend our bye-laws and rules in a timely manner or at all.

As a recognized stock exchange in India, we have power to make rules for the purposes of discharging our
statutory duties. However, rules that we propose, including amendments to rules and rules in relating to
fees that we assess, must be approved in writing by the SEBI and, wherever applicable, notifications by the
SEBI must be published in the Gazette of India and the Maharashtra State Gazette before they can take
effect.

The SEBI may approve, disapprove, or recommend changes to rules or amendments to existing rules that
we submit for approval. Any failure to obtain approval for any proposed change could prevent us from
effecting changes to our rules, which may affect our business, results of operations, financial condition and
prospects. We are permitted to establish bye-laws subject to the prior approval of the SEBI. In the event
bye-laws are required to be amended, the SEBI may amend our bye-laws on its own motion or upon a
written request of the governing body of our Company. Such amended bye-laws are required to be
published in accordance with the procedure prescribed under the SCRA, including publication in the

38
 official gazette. The review process to frame or amend our bye-laws can be lengthy and may significantly
delay the implementation of proposed changes that we believe are necessary to the operation of our
markets. If we are unable to obtain approval to implement an amendment to our bye-laws, it could
negatively affect our ability to make needed changes or implement business activities.

31. We have in the past entered and will continue to enter into related party transactions.

In the ordinary course of our business, we have entered and will continue to enter into transactions with
related parties. While we believe that the related party transactions that we have entered are legitimate
business transactions conducted on an arms’ length basis, we cannot assure you that we could not have
achieved more favorable terms had such arrangements not been entered into with related parties. We
cannot assure you that these or any future related party transactions that we may enter into, individually or
in the aggregate, will not have an adverse effect on our business, results of operations, financial condition
and prospects. See “Related Party Transactions” beginning on page 212.

32. Our financial condition and results of operations could vary significantly from what has been presented
in this Draft Red Herring Prospectus if our audited financial statements, including the consolidated
Restated Financial Information, are restated with respect to how we record our Company’s
contributions to the Core Settlement Guarantee Fund.

Our Company’s contributions to the CSGF are regulatory in nature and have restricted use and purpose.
Accordingly, as a matter of accounting prudence and consistent with the accounting policy followed while
preparing the financial statements in previous years under Indian GAAP, we recognize our Company’s
contribution to the CSGF maintained by NSCCL in our audited consolidated financial statements,
including the consolidated Restated Financial Information, as an expense in our consolidated statement of
profit and loss for the year or period in when the contribution was made.

Under Ind AS, an alternative view could be to record our contributions to the CSGF as an appropriation
from reserves, instead of charging as an expense in our consolidated statement of profit and loss, based on
the view that our Company, NSCCL and the CSGF are part of NSE Group, thereby eliminating intra-group
transactions. See “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Significant Accounting Policies – Core Settlement Guarantee Fund” beginning on pages 434
to 435 for information regarding the estimated impact that such adjustments would have on our
consolidated Restated Financial Information. We are in the process of seeking necessary clarification in
this regard. See also the examination report of the Joint Auditors in relation to our Company’s consolidated
Restated Financial Information beginning on page 218.

If our accounting policy changes concerning our Company’s contribution to the CSGF and it is determined
that a restatement of our audited financial statements, including the consolidated Restated Financial
Information, is required, our financial condition and results of operations would be different from what has
been presented in this Draft Red Herring Prospectus.

33. Our Company is not, and does not intend to become, regulated as an investment company under the U.S.
Investment Company Act and related rules.

Our Company has not been and does not intend to become registered as an investment company under the
U.S. Investment Company Act of 1940, as amended, or the U.S. Investment Company Act. Accordingly,
unlike registered investment companies, our Company will not be subject to the vast majority of the
provisions of the U.S. Investment Company Act, including provisions that require investment companies to
have a majority of disinterested directors, provide limitations on leverage and limit transactions between
investment companies and their affiliates. None of these protections or restrictions is or will be applicable
to our Company.

If our Company was to become subject to the U.S. Investment Company Act because of a change of law or
otherwise, the various restrictions imposed by the U.S. Investment Company Act, and the substantial costs
and burdens of compliance therewith, could adversely affect our operating results and financial
performance. Moreover, parties to a contract with an entity that has improperly failed to register as an
investment company under the U.S. Investment Company Act may be entitled to cancel or otherwise void
their contracts with the unregistered entity, and shareholders in that entity may be entitled to withdraw their
investment.

Our Company is relying on the exemption provided by Section 3(c)(7) of the U.S. Investment Company
Act to avoid being required to register as an investment company under the U.S. Investment Company Act
and related rules. In order to help ensure compliance with the exemption provided by Section 3(c)(7) of the

39
 U.S. Investment Company Act, our Company has implemented restrictions on the ownership and transfer
of Equity Shares by any persons acquiring our Equity Shares in Offer who are in the United States or who
are U.S. Persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended, or the U.S.
Securities Act), which may materially affect your ability to transfer our Equity Shares. See “Terms of the
Offer – Eligibility and Transfer Restrictions” beginning on page 497.

34. Our Subsidiaries may not pay dividends on shares that we hold in them. Consequently, our Company
may not receive any return on investments in our Subsidiaries.

While most of our Subsidiaries have paid dividends in the past, they do not have dividend policies and may
be restricted from paying dividends by applicable law or by contract, including under their respective
charter provisions and the terms of any financing arrangements that they may enter into. Under the SECC
Regulations, the utilization of profits and investments by NSCCL, our wholly-owned Subsidiary and a
recognized clearing corporation, is required to be in accordance with the norms specified by the SEBI. We
cannot assure you that our Subsidiaries will generate sufficient profits and cash flows or otherwise be able
to pay, or that they will pay, dividends to us in the future.

35. This Draft Red Herring Prospectus contains information from the Oliver Wyman Report, which we have
commissioned.

This Draft Red Herring Prospectus includes information from the Oliver Wyman Report. We
commissioned this report for the purpose of confirming our understanding of the industry in connection
with the Offer. Neither we, nor any of the Managers, nor any other person connected with the Offer has
verified the information in the Oliver Wyman Report. Oliver Wyman has advised that, while it has taken
due care and caution in preparing its report based on public information and industry and statistical data
information obtained from sources which it considers reliable, it does not guarantee the accuracy, adequacy
or completeness of such information and is not liable for any loss or damage suffered because of reliance
on the information contained in the report. Further, the Oliver Wyman Report is not a recommendation to
invest in, refrain from investing in or divest from any company covered in the Oliver Wyman Report. The
Oliver Wyman Report highlights certain industry and market data relating to our Company and our
competitors. Such data is subject to many assumptions. There are no standard data gathering methodologies
in the industry in which we conduct our business, and methodologies and assumptions may vary widely
among different industry sources. Further, such assumptions may change based on various factors. We
cannot assure you that Oliver Wyman’s assumptions are correct or will not change and accordingly our
position in the market may differ from that presented in this Draft Red Herring Prospectus. Prospective
investors are advised not to unduly rely on the Oliver Wyman Report when making their investment
decisions.

36. Some of the records of our regulatory approvals are not traceable.

Certain records of our regulatory approvals, including key approvals received from SEBI in relation to
exchange traded interest rate futures segment , NIFTY IT and NIFTY Infrastructure futures and options
segment are not traceable. We may not be able to furnish actual letters received from SEBI evidencing
receipt of such approvals. Despite having conducted an extensive search of our records, we have not been
able to retrieve the aforementioned documents, and have accordingly placed reliance on other documents,
including our annual reports and minutes of the meetings of the Board of Directors for corroborating such
regulatory approvals. While we continue to conduct a search for such records and may also consider
approaching SEBI to obtain a certified copy of the such records, if required, we cannot assure you that the
abovementioned records of our regulatory approvals will be available in the future.

37. We do not own the land on which our Registered Office and Corporate Office are situated.

We do not own the land on which our Registered Office and Corporate Office are situated. Our Registered
Office and our Corporate Office are located on land owned by the Mumbai Metropolitan Region
Development Authority and leased to us for a period of 80 years with effect from December 11, 1998. We
cannot assure you that we will own or have the right to occupy this land in the future, or that we will be
able to continue with the uninterrupted use of the land on which our Registered Office and Corporate
Office are situated in the event that we are unable to comply with the terms of our lease agreement, which
may impair our operations and adversely affect our business, results of operations and financial condition.
For further details, see “Our Business – Properties” on page 176.

38. One of our Group Companies has incurred losses in the last preceding financial year and has a negative
net worth, based on the last audited financial statements available.

40
 One of our Group Companies, PXIL, has incurred losses in the preceding financial years and has a negative
net worth, based on the Group Company’s last available audited financial statements. For further details,
see “Our Group Companies – Details of Group Companies with negative net worth” and “Our Group
Companies - Loss making Group Companies” beginning on page 208 and 211, respectively. We have
advised PXIL to consider taking immediate steps to close down its business, in accordance with due
process including applicable regulatory compliances, as early as possible and in any event not later than
February 28, 2017, since PXIL has been incurring heavy cash losses. We cannot assure you that our Group
Companies will not incur losses or have negative net worth in the future.

39. Any increase in or realization of our contingent liabilities could have a material adverse effect on our
financial condition.

As of September 30, 2016, our consolidated Restated Financial Information disclosed and reflected the
following contingent liabilities:

Particulars As of September 30, 2016 (₹ in millions)

Claims against our Company not acknowledged as debts 159.0
amounts
Penalties levied by CCI 555.0
COMPAT – Compensation claim 8,569.9
Suit for damages/compensation 1,525.7
Income Tax Matters 473.4
Fringe Benefit Tax matters 22.2
Wealth tax matters * 0.9
Services tax matters 483.0
Securities Transaction Tax matters 67.6
Sales Tax / VAT / Central Excise 3.8
Bank guarantees 49.3
Total 11,909.8

For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Outstanding Litigation and Material Developments” beginning on pages 428 and 450,
respectively. There can be no assurance that we will not incur similar or increased levels of contingent
liabilities in the current financial year or in the future. In the event that any of our contingent liabilities
were to be become actual liabilities, they could have a material adverse effect on our business, results of
operations, financial condition and prospects.

40. Financial information in relation to certain of our Subsidiaries, associates and joint ventures used for
preparation of our consolidated financial statements as included in this Draft Red Herring Prospectus
have not been audited.

Financial information in relation to the following Subsidiaries, associates and joint ventures of our
Company used for the preparation of our consolidated financial statements for the six months ended
September 30, 2016 and the fiscal years ended March 31, 2016, 2015, 2014, 2013 and 2012, as included in
this Draft Red Herring Prospectus, is unaudited and furnished by the management of the relevant
subsidiary, associate or joint venture:

 NSE.IT (US) Inc. for the years ended March 31, 2016, 2015, 2014, 2013 and 2012;

 NSE.IT (UK) Limited for the year ended March 31, 2012;

 National Commodity Clearing Limited for the years ended March 31, 2014, 2013 and 2012;

 Power Exchange India Limited for the six months ended September 30, 2016 and the years ended
March 31, 2016, 2015, 2014, 2013 and 2012;

 Omnesys Technologies Private Limited for the years ended March 31, 2014, 2013 and 2012;

 Market Simplified India Limited for six months ended September 30, 2016 and the years ended
March 31, 2016, 2015, 2014, 2013 and 2012; and

 Receivables Exchange of India Limited for the six months ended September 30, 2016 and the year
ended March 31, 2016.

41
 We may face risks associated with such financial information not being verified by an independent third
party. If such financial information had been audited, adjustments and modifications may have arisen
during the course of audit process, which could have resulted in differences compared to those unaudited
financial information which were furnished and relied on for preparation of our consolidated financial
statements.

41. One of our Group Companies has unsecured loans that may be recalled by the lenders at any time.

One of our Group Companies, Market Simplified, has currently availed unsecured loans which may be
recalled by the lenders at any time. In the event that any lender seeks a repayment of any such loan, such
Group Company would need to find alternative sources of financing, which may not be available on
commercially reasonable terms, or at all. Such Group Company may not have adequate working capital to
undertake new projects or complete the ongoing projects. As a result, any such demand may affect our
business, cash flows, financial condition and results of operations.

External Risks

42. Government and regulatory policies in India or abroad or changes to such policies could materially
adversely affect our customers, leading to a reduction in trading volumes, transaction charges or
demand for our products and services.

The Indian central and state governments have traditionally exercised, and continue to exercise, significant
influence over many aspects of the Indian economy. Since 1991, successive governments have pursued
policies of economic liberalization and financial sector reforms. The current government has announced its
general intention to continue India’s current economic and financial sector liberalization and deregulation
policies. There can be no assurance that future government policies will be accommodative of our business
and intended to facilitate economic liberalization.

Changes in policies by the Government of India or foreign governments may affect trading volumes on our
platforms or demand for our products and services in our non-trading businesses. Such changes may relate
to, among others, monetary or tax law or policy, tax treaties, regulatory changes in India affecting investors
(for example, changes in permitted lot sizes for derivatives or open interest limits for foreign institutional
investors), the listing requirements on competing stock exchanges, changes affecting the ability of
investors to freely trade on our platforms, the taxation or repatriation of profits from trading on
international exchanges, or changes to the manner in which securities are traded, cleared and settled. The
easing of restrictions in India, such as those currently preventing foreign stock exchanges from operating in
India and limiting the total amounts that Indian residents can invest outside of India, could result in
increased competition and adversely affect our ability to maintain our trading volumes and market share.
Regulatory changes or restrictions may also adversely impact our integrated business model, such as by
introduction of interoperability between different clearing corporations or requiring the separation of
clearing and settlement services from trading services.

Legislative and regulatory changes may create potential for regulatory arbitrage if significant policy
differences emerge, which may divert our trading volumes to other exchanges. Certain of the exchanges
that we compete with outside of India impose lower regulatory and compliance costs on their customers,
including automated trading systems that generally are not subject to stringent regulatory requirements and
standards. Our trading volumes may decrease if our members shift their business to exchanges or
automated trading systems where trading is more affordable due to differences in the applicable regulatory
regime. We have reduced our prices in the past in response to competitive pressures resulting from
differing regulations and may do so in the future for various reasons, including regulatory changes or
restrictions on pricing. For example, in July 2016, we reduced our transaction charges on option trading
following an increase in the securities transaction tax, or the STT, by the Government of India, or GoI,
which would otherwise have increased trading costs to our members and, as a result, may have led to a
reduction in our trading volume and revenues.

These or related factors may have a material adverse effect on our business, results of operations, financial
condition and prospects.

43. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in
respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the
relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange rates

42
 during the time that it takes to undertake such conversion may reduce the net dividend to foreign investors.
In addition, any adverse movement in currency exchange rates during a delay in repatriating outside India
the proceeds from a sale of Equity Shares, for example, because of a delay in regulatory approvals that may
be required for the sale of Equity Shares may reduce the proceeds received by Equity Shareholders.

For example, the exchange rate between the Rupee and the U.S. dollar has fluctuated substantially in recent
years and may continue to fluctuate substantially in the future, which may have an adverse effect on the
trading price of our Equity Shares and returns on our Equity Shares, independent of our operating results.

44. Changes in tax laws or regulations or their interpretations may significantly affect our financial
statements for the current and future years.

Any change in tax laws, including related to indirect taxes, may result in the loss of certain existing
exemptions and benefits that are currently available to us (such as the exemption for income by way of
dividends from investments in domestic companies and income in respect of investments in units of mutual
funds/bonds). If there is an upward revision to the currently applicable normal corporate tax rate of 30%
along with applicable surcharge and cess become applicable to us, our tax burden will increase.

The GoI has proposed a comprehensive national goods and services tax, or GST, regime that will combine
specified taxes and levies by the central and state governments into one unified rate of tax. The
Constitution (101st Amendment) Act 2016, which received presidential assent on September 8, 2016,
authorizes the GoI and state governments to introduce the GST. While the GoI and certain state
governments have announced that all committed incentives will be protected following the implementation
of the GST, given the limited availability of information in the public domain concerning the GST, we are
unable to provide any assurance as to this or any other aspect of the tax regime following implementation
of the GST. The GST regime, once implemented, may have an adverse effect on our business, results of
operations, financial condition and prospects. For example, the GST regime may, among other things,
increase our tax expenses in respect of procurement of goods and services or increase our tax compliance
costs in the future. Details of the implementation of the GST regime are uncertain and implementation
remains subject to agreement between the GoI and various state governments, which could create further
uncertainty.

The GoI has also proposed certain reforms to the provisions relating to GAAR. Proposed amendments to
the relevant provisions have been introduced in the Finance Act, 2012 and will apply (pursuant to the
Finance Act, 2015) in respect of any assessment year beginning on or after April 1, 2018. The GAAR
provisions concern arrangements declared as “ impermissible avoidance arrangements”, which include any
arrangement, the main purpose or one of the main purposes of which is to obtain a tax benefit and which
satisfies at least one of the following tests: (i) creates rights, or obligations, which are not ordinarily created
between persons dealing at arm’s length; (ii) results, directly or indirectly, in misuse, or abuse, of the
provisions of the Income Tax Act; (iii) lacks commercial substance or is deemed to lack commercial
substance, in whole or in part; or (iv) is entered into, or carried out, by means, or in a manner, which are
not ordinarily employed for bona fide purposes. If GAAR provisions are invoked, the tax authorities will
have wide powers, including denial of tax benefit or a benefit under a tax treaty. As the taxation system is
intended to undergo significant overhaul, its consequent effects on us cannot be determined at present and
there can be no assurance that such effects would not adversely affect our business, results of operations,
financial condition and prospects.

Future tax increases or amendments may affect the overall tax efficiency of our Company and may result in
significant additional taxes becoming applicable to us. The profitability of transactions that we enter into
may be adversely affected by tax risks materializing and associated costs being greater than anticipated.
We cannot predict whether any new tax laws or regulations impacting our business will be enacted or the
nature and impact of such laws or regulations.

45. U.S. regulation of investment activities may negatively affect the ability of banking entities to purchase
our Equity Shares.

The Volcker Rule, generally prohibits certain banking entities from acquiring or retaining an ownership
interest in, sponsoring or having certain relationships with covered funds, subject to certain exclusions and
exemptions. As we are relying on an analysis that our Company does not come within the definition of an
“investment company” under the U.S. Investment Company Act because of the exception provided under
section 3(c)(7) thereunder, our Company may be considered a "covered fund" for purposes of the Volcker
Rule. The following would be considered a "banking entity" subject to the Volcker Rule: (i) any U.S.
insured depository institution, (ii) any company that controls an U.S. insured depository institution, (iii)
any non-U.S. company that is treated as a bank holding company for purposes of Section 8 of the

43
 International Banking Act of 1978 (i.e., a non-U.S. company that maintains a branch, agency or
commercial lending office in the U.S.) and (iv) any affiliate or subsidiary of any of the foregoing under the
U.S. Bank Holding Company Act, other than a covered fund that is not itself a banking entity under clauses
(i), (ii) or (iii).

There may be limitations on the ability of banking entities to purchase or retain our Equity Shares in the
absence of an applicable Volcker Rule exemption. Consequently, depending on market conditions and the
banking entity status of potential purchasers of our Equity Shares from time to time, the Volcker Rule
restrictions could negatively affect the liquidity and market value of our Equity Shares.

Each investor must make its own determination as to whether it is a banking entity subject to the Volcker
Rule and, if applicable, the potential impact of the Volcker Rule on its ability to purchase or retain our
Equity Shares. Investors are responsible for analyzing their own regulatory position and none of our
Company, the Managers or any other person connected with the Offer makes any representation to any
prospective investor or holder of our Equity Shares regarding the treatment of our Company under the
Volcker Rule, or to such investor’s investment in the our Company at any time in the future.

46. Political, economic or other factors in India beyond our control may have an adverse impact on our
business, results of operations and prospects.

The following external risks may have an adverse impact on our business, results of operations and
prospects, should any of them materialize:

 the Indian economy has had sustained periods of high inflation in the recent past. High rates of
inflation may increase our employee costs and decrease demand for products distributed by us,
which may have an adverse effect on our profitability and competitive advantage, to the extent
that we are unable to pass on increased employee costs by increasing cost of the products;

 a downgrade of India's sovereign rating by international credit rating agencies may adversely
affect our access to capital and may increase our borrowing costs, which may constrain our ability
to grow our business and operate profitably;

 a decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian
economy as well as the valuation of the Indian Rupee, which may adversely affect our financial
condition;

 political instability, resulting from a change in government or in economic and fiscal policies, may
adversely affect economic conditions in India;

 civil unrest, acts of violence, terrorist attacks, regional conflicts or situations or war. If our
operations are disrupted by any such agitation, terrorist attacks or conflicts, particularly in
Mumbai, where our exchange is situated, our business, results of operations and prospects could
be adversely affected; and

 India has experienced natural calamities such as earthquakes, tsunamis, floods and drought in
recent years. The extent and severity of these natural disasters determines their effect on the
economy. If any of the EBOs or other facilities were to be damaged as a result of an earthquake or
other natural calamities, or if such events should otherwise impact the national or any regional
economies, our business, results of operations and prospects may be adversely affected.

47. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP,
IFRS and U.S. GAAP, which may be material to investors’ assessment of our financial condition.

Our consolidated Restated Financial Information as of and for the fiscal years ended March 31, 2012, 2013,
2014, 2015 and 2016 and the six months ended September 30, 2016 included in this Draft Red Herring
Prospectus have been prepared under Indian Accounting Standards (“Ind AS”) notified under the
Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013
to the extent applicable. The consolidated Restated Financial Information have been compiled from the
audited consolidated financial statements of our Company for the respective years under the previous
generally accepted accounting principles followed in India (“Indian GAAP”), and from the audited
condensed consolidated financial statements as of and for the six months ended September 30, 2016
prepared under Ind AS.

In accordance with Ind AS 101 First-time Adoption of Indian Accounting Standard, we have presented

44
 reconciliation from Indian GAAP to Ind AS. Please see Note 41 to the consolidated Restated Financial
Information beginning on page 312. Except as otherwise provided in the consolidated Restated Financial
Information with respect to Indian GAAP, no attempt has been made to reconcile any of the information
given in this Draft Red Herring Prospectus to any other principles or to base the information on any other
standards. Ind AS differs from other accounting principles with which prospective investors may be
familiar, such as Indian GAAP, IFRS and U.S. GAAP. Accordingly, the degree to which the financial
statements included in this Draft Red Herring Prospectus will provide meaningful information is entirely
dependent on the reader’s level of familiarity with Ind AS. Persons not familiar with Ind AS should limit
their reliance on the financial disclosures presented in this Draft Red Herring Prospectus.

In addition, our consolidated Restated Financial Information may be subject to change if new or amended
Ind AS accounting standards are issued in the future or if we revise our elections or selected exemptions in
respect of the relevant regulations for the implementation of Ind AS.

48. Rights of shareholders under Indian laws may be more limited than under the laws of other
jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities may differ
from those that would apply to a company in another jurisdiction. Investors may have more difficulty in
asserting their rights as shareholders in an Indian company than as shareholder of a corporation in another
jurisdiction. Shareholders’ rights under Indian law may not be as extensive as shareholders’ rights under
the laws of other jurisdictions. Under the Companies Act, prior to issuance of any new equity shares, a
public limited company incorporated under Indian law must offer its equity shareholders pre-emptive rights
to subscribe to a proportionate number of equity shares to maintain existing ownership, unless such pre-
emptive rights are waived by a special resolution by a three-fourths majority of the equity shareholders
voting on such resolution. If you are a foreign investor and the law of the foreign jurisdiction that you are
in does not permit the exercise of such pre-emptive rights without our filing an offering document or
registration statement with the applicable authority in such foreign jurisdiction, you will be unable to
exercise such pre-emptive rights, unless we make such a filing. If we elect not to file an offering document
or a registration statement, the new securities may be issued to a custodian, who may sell the securities for
your benefit. The value such custodian receives on the sale of any such securities and the related
transaction costs cannot be predicted. To the extent that you are unable to exercise pre-emptive rights
granted in respect of our Equity Shares, your proportional interest in our Company would decline.

49. It may not be possible for investors outside India to enforce any judgment obtained outside India against
our Company or our management or any of our associates or affiliates in India, except by way of a suit
in India.

Our Company is incorporated as a public limited company under the laws of India and our directors and
executive officers reside in India. A substantial portion of our assets and the assets of our executive officers
and directors, are located primarily in India. As a result, it may be difficult to effect service of process
outside India upon us and our executive officers and directors or to enforce judgments obtained in courts
outside India against us or our executive officers and directors, including judgments predicated upon the
civil liability provisions of the securities laws of jurisdictions outside India.

India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a
limited number of jurisdictions, such as the United Kingdom, Singapore and Hong Kong. In order to be
enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements of the Indian
Code of Civil Procedure, 1908, or the Civil Code. The Civil Code only permits the enforcement and
execution of monetary decrees in the reciprocating jurisdiction, not being in the nature of any amounts
payable in respect of taxes, other charges, fines or penalties. Judgments or decrees from jurisdictions which
do not have reciprocal recognition with India cannot be enforced by proceedings in execution in India.
Therefore, a final judgment for the payment of money rendered by any court in a non-reciprocating
territory for civil liability, whether or not predicated solely upon the general laws of the non-reciprocating
territory, would not be enforceable in India. Even if an investor obtained a judgment in such a jurisdiction
against us, our officers or directors, it may be required to institute a new proceeding in India and obtain a
decree from an Indian court. However, the party in whose favor such final judgment is rendered may bring
a fresh suit in a competent court in India based on a final judgment that has been obtained in a non-
reciprocating territory within three years of obtaining such final judgment. We have been advised by our
Indian counsel that the United States and India do not currently have a treaty providing for reciprocal
recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters.
Therefore, a final judgment for the payment of money rendered by any federal or state court in the United
States on civil liability, whether or not predicated solely upon the federal securities laws of the United
States, would not be enforceable in India. However, the party in whose favor such final judgment is

45
 rendered may bring a new suit in a competent court in India based on a final judgment that has been
obtained in the United States within three years from the date of the judgment. It is unlikely that an Indian
court would award damages on the same basis or to the same extent as was awarded in a final judgment
rendered by a court in another jurisdiction if the Indian court believed that the amount of damages awarded
was excessive or inconsistent with public policy in India. In addition, any person seeking to enforce a
foreign judgment in India is required to obtain prior approval of the RBI to repatriate any amount
recovered pursuant to the execution of the judgment.

Risks Related to the Offer and Our Equity Shares

50. We will not receive any proceeds from the Offer.

The Offer is an offer for sale by the Selling Shareholders. Accordingly, we will not receive any of the Offer
proceeds, which will be remitted to the Selling Shareholders. See “Objects of the Offer” beginning on page
101.

51. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual
Investors are not permitted to withdraw their Bids after Bid/Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the Bid
Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Similarly, Retail
Individual Investors can revise or withdraw their Bids at any time during the Bid/Offer Period and until the
Bid/Offer Closing Date, but not thereafter. Therefore, QIBs and Non-Institutional Investors will not be able
to withdraw or lower their Bids following adverse developments in international or national monetary
policy, financial, political or economic conditions, our business, results of operations or otherwise at any
stage after the submission of their Bids.

52. Our Equity Shares have never been publicly traded and may experience price and volume fluctuations
following the completion of the Offer, an active trading market for the Equity Shares may not develop,
the price of our Equity Shares may be volatile and you may be unable to resell your Equity Shares at or
above the Offer Price or at all.

Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market may
not develop or be sustained after the Offer. Additionally, our Equity Shares will be listed on only one stock
exchange, BSE and this may also affect the liquidity and trading market for these Equity Shares. Our
Company has filed an application seeking approval of SEBI for trading the Equity Shares, as permitted
securities, on the trading platform of our Company in addition to the trading platform of BSE. For further
details, see “Other Regulatory and Statutory Disclosures - Listing” on page 489. Listing and quotation does
not guarantee that a market for our Equity Shares will develop or, if developed, the liquidity of such market
for the Equity Shares. The Offer Price of the Equity Shares is proposed to be determined through a book-
building process and may not be indicative of the market price of the Equity Shares at the time of
commencement of trading of the Equity Shares or at any time thereafter.

There has been significant volatility in the Indian stock markets in the recent past, and the trading price of
our Equity Shares after this Offer could fluctuate significantly as a result of market volatility or due to
various internal or external risks, including but not limited to those described in this Draft Red Herring
Prospectus. A decrease in the market price of our Equity Shares could cause you to lose some or all of your
investment.

53. Any future issuance of Equity Shares may dilute your shareholdings, and sales of our Equity Shares by
our major shareholders may adversely affect the trading price of the Equity Shares.

Any future equity issuances by us may lead to the dilution of investors’ shareholdings in our Company. In
addition, any sales of substantial amounts of our Equity Shares in the public market after the completion of
this Offer by our major shareholders, or the perception that such sales could occur, could adversely affect
the market price of our Equity Shares and could materially impair our future ability to raise capital through
offerings of our Equity Shares. We cannot predict what effect, if any, market sales of our Equity Shares
held by our major shareholders or the availability of these Equity Shares for future sale will have on the
market price of our Equity Shares.

46
54. You may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares.

Under the Income-tax Act, capital gains arising from the sale of equity shares in an Indian company within
12 months of purchase are generally taxable in India. Any gain realized on the sale of shares on a stock
exchange held for more than 12 months will not be subject to capital gains tax in India if the STT has been
paid on the sale transaction. The STT is collected by the Indian stock exchange on which equity shares are
sold. Any gain realized on the sale of shares held for more than 12 months to an Indian resident, which are
sold other than on a recognized stock exchange and as a result of which no STT has been paid, will be
subject to long term capital gains tax in India. Further, any gain realized on the sale of listed equity shares
held for a period of 12 months or less which are sold other than on a recognized stock exchange and on
which no STT has been paid, will be subject to short term capital gains tax. Capital gains arising from the
sale of shares will be exempt from taxation in India in cases where an exemption is provided under a tax
treaty between India and the country of which the seller is a resident. Generally, Indian tax treaties do not
limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for
tax in India as well as in their own jurisdictions on gains arising from a sale of the shares subject to relief
that may be available under the applicable tax treaty or under the laws of their own jurisdiction.

55. Government regulation of foreign ownership of Indian securities may have an adverse effect on the
price of our Equity Shares.

Foreign ownership of Indian securities is subject to Government regulation. In accordance with foreign
exchange regulations currently in effect in India, under certain circumstances the RBI must approve the
sale of the Equity Shares from a non-resident of India to a resident of India or vice-versa if the sale does
not meet certain requirements specified by the RBI. Additionally, any person who seeks to convert the
Rupee proceeds from any such sale into foreign currency and repatriate that foreign currency from India is
required to obtain a no-objection or a tax clearance certificate from the Indian income tax authorities. As
provided in the foreign exchange controls currently in effect in India, the RBI has provided that the price at
which the Equity Shares are transferred be calculated in accordance with internationally accepted pricing
methodology for the valuation of shares at an arm’s length basis, and a higher (or lower, as applicable)
price per share may not be permitted. We cannot assure investors that any required approval from the RBI
or any other government agency can be obtained on terms favorable to a non-resident investor in a timely
manner or at all. Because of possible delays in obtaining requisite approvals, investors in the Equity Shares
may be prevented from realizing gains during periods of price increase or limiting losses during periods of
price decline. See “Restriction on Foreign Ownership of Indian Securities” beginning on page 546.

Prominent Notes

1. Initial public offer of up to 111,411,970 Equity Shares for cash at a price of ₹ [●] per Equity Share,
aggregating up to ₹ [●] million through an offer for sale by the Selling Shareholders. The Offer would
constitute 22.5% of our post-Offer paid-up Equity Share capital.

2. As of September 30, 2016, our Company’s net worth was ₹ 59,420.0 million as per our Company’s
standalone Restated Financial Information and ₹ 70,574.7 million as per our Company’s consolidated
Restated Financial Information.

3. As of September 30, 2016, the net asset value per Equity Share was ₹ 120.04 as per our Company’s
standalone Restated Financial Information and was ₹ 142.58 as per our Company’s consolidated Restated
Financial Information.

4. For details of related party transactions entered into by our Company with our Subsidiaries and our Group
Company in the last fiscal year, including the nature and cumulative value of the transactions, see “Related
Party Transactions” beginning on page 212.

5. There has been no financing arrangement whereby our Directors or any of their respective relatives have
financed the purchase by any other person of securities of our Company other than in normal course of the
business of the financing entity during the period of six months immediately preceding the date of this
Draft Red Herring Prospectus.

6. Except as disclosed in “Our Group Companies” and “Related Party Transactions” beginning on pages 206
and 212, respectively, our Group Companies do not have business interests or other interests in our
Company.

7. For details of transactions entered into by our Company with our Group Companies and our Subsidiaries,

47
 as applicable, the nature and value of the transactions, see “Related Party Transactions” beginning on page
212.

8. For any complaints, information or clarifications pertaining to the Offer, investors may contact the
Registrar to the Offer, our Company and the Managers who have submitted the due diligence certificate to
the SEBI.

48
 SECTION III: INTRODUCTION

SUMMARY OF INDUSTRY

The information in this section has been obtained from the Oliver Wyman Report that includes publically available
information and third party data sources. We have commissioned the Oliver Wyman Report for the purposes of
confirming our understanding of the industry in connection with the Offer. Neither we, nor any of the Managers, nor
any other person connected with the Offer has verified the information in the Oliver Wyman Report. Similarly,
Oliver Wyman has not verified any publically available information or third party sources referenced in the Oliver
Wyman Report (as mentioned in the Market Data section for this Draft Red Herring Prospectus). Prospective
investors are advised not to unduly rely on the Oliver Wyman Report and this section when making their investment
decision.

The financial information pertaining to our Company included in the Oliver Wyman Report and this Industry
Overview section has been prepared in accordance with Indian GAAP. The financial information pertaining to our
Company included elsewhere in this Draft Red Herring Prospectus has been derived from our Restated Financial
Information that have been prepared under Indian Accounting Standards (“Ind AS”) notified under the Companies
(Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 to the extent
applicable. The Restated Financial Information have been compiled from the audited consolidated financial
statements of our Company for the respective years under Indian GAAP, and from the audited condensed
consolidated financial statements as of and for the six months ended September 30, 2016 prepared under Ind AS.
Significant differences exist between Ind AS and Indian GAAP. See “Risk Factors – Internal Risks – Significant
differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP,
which may be material to investors’ assessment of our financial condition” on pages 44 to 45 for more information

The Oliver Wyman Report contains the following disclaimers:

“The report contains information that has been furnished by others which is believed to be reliable but has not been
verified. No warranty is given as to the accuracy of such information. Public information and industry and
statistical data contained in the report are from sources we deem to be reliable; however, we make no
representation as to the accuracy or completeness of such information and have accepted the information without
further verification.

The findings contained in this report may contain predictions based on current data and historical trends. Any such
predictions are subject to inherent risks and uncertainties. In particular, actual results could be impacted by future
events which cannot be predicted or controlled, including, without limitation, changes in business strategies, the
development of future products and services, changes in market and industry conditions, the outcome of
contingencies, changes in management, changes in law or regulations. Oliver Wyman accepts no responsibility for
actual results or future events.

This report does not represent investment advice and is not a recommendation to any third parties to invest in,
refrain from investing in, or divest from, any company covered in the report. Oliver Wyman shall not be liable for
any loss or damage suffered by third parties because of reliance on the information contained in this report.”

Overview of Indian macro-economy – Trends and Outlook

With approximately 1.3 billion people and one of the world’s largest economies, India’s recent growth and
development has been one of the most significant achievements of our times. With the nominal GDP growing at 9%
over the past decade, India has witnessed a fast growth in its economy and recently overtook China to become the
fastest growing large economy globally (in real GDP terms).

Specifically for India, real GDP growth rates for recent years have been 5.6% (2012), 6.6% (2013), 7.2% (2014) and
7.6% (2015).

Foreign direct investment into India has steadily increased from approximately USD 24 billion in calendar year
2012 to approximately USD 44 billion in calendar year 2015 and approximately USD 32 billion in the nine months
ended September 30, 2016. Foreign direct investment in India accounted for only approximately 2% of India’s GDP
in 2015 despite increasing from approximately USD 28 billion to approximately USD 34 billion to approximately
USD 44 billion as of 2013, 2014 and 2015, respectively.

Driven by strong growth in economy along with a strong savings culture, both household income and household
savings have seen a substantial increase in the past decade. The per capita income increased by approximately 3.5
times from 2006 to 2015 (indicating annual growth rate of approximately 15%). At the same time, per capita savings
grew by approximately 2.5 times from 2006 to 2015 (indicating annual growth rate of approximately 10%)

49
In the recent past, there have been numerous policy initiatives undertaken to continue this strong pace of growth.
Examples include: increased public spend in infrastructure, passage of Goods and Services Tax, focused efforts to
improve ease of doing business, launching of industrial corridors, movements such as ‘Start-up India’, ‘Make in
India’, ‘Skill India’, ‘Digital India’, “India Stack”. These efforts are likely to serve as a catalyst for growth in the
Indian economy.

Going forward, the outlook for Indian economy remains strong. Numerous independent agencies estimate Indian
economy to grow at 7-8% (real GDP terms) over the next few years. This trend is likely to continue beyond the next
5 years and India is expected to become the 3rd largest economy in the world by 2030, with GDP approximately
tripling to USD 7 trillion.

This strong outlook is driven by a number of factors such as continued policy reforms, thrust on reviving
manufacturing, close monitoring of inflation targets and so on.

***Additional note to readers***

The recent government action of demonetisation is a significant step to move India to a ‘less-cash’ economy in the
near term and potentially a ‘cash-less’ economy in the medium term. The economy is currently in a period of
‘transition’ and there is uncertainty on the nature and timing of the impact of the policy action. Directionally, we
can expect that demonetisation may lead to attractive growth opportunities for exchanges in India. We list below
some potential drivers that may support capital markets growth, the likely time to impact (near term vs. medium
term vs. long term) as well as nature of impact (permanent vs. temporary)

 Greater allocation of household savings towards productive, financial assets (long term, permanent). This
will have direct positive impact on capital markets participation by retail investors

 Adoption of digital payment mechanisms for financial as well as non-financial transactions (long term,
permanent). This has the potential to lead to greater participation in capital markets due to seamless
integration of payment and trading platforms

 Uncertainty in outlook leading to higher market volatility (medium term, temporary). This may lead to
greater turnover in the capital markets in the near term (hence leading to potential increase in exchange
revenues)

 Drop in interest rate driving greater participation in capital markets for better returns (near term,
temporary). This may lead to greater participation as well as turnover in the capital markets

At the same time, the policy action can also dampen the outlook for exchanges in India due to reasons such as
slowdown in GDP growth (near term, temporary), substantial proportion of new deposits driven towards tax
payments (near term, permanent), sizeable proportion of new deposits locked in fixed deposits (near term,
temporary), reduced attractiveness of India as an investment destination given uncertainty over investment horizons
of 3/5 years.

There is a great deal of uncertainty on the near-medium term impact of demonetisation. The move has potential to
become an inflection point for banking and capital markets sectors, as well as for the economy as a whole. We
believe that it is too early to define likely scenarios or to estimate quantitative impact of demonetisation on turnover
in various asset classes. As such, this report (finalised before the full impact of demonetisation is clear) does not
take into account the opportunities for faster growth of capital markets nor does it factor in potential slowdown in
the economy in the near term.

*****

Capital markets in India – Evolution and global comparison

As the Indian economy matured from 1991, financial services sector served as the backbone of India growth with
strong growth in indicators like banked population, number of bank branches and ATMs, banking sector assets,
market capitalization and number of listed companies, among others.

Traditionally, Indian households have invested a majority of their savings (approximately 60%) into physical assets
such as gold and real estate with share of financial assets being lower as compared to developed economies.
However, the share of financial assets in savings is increasing over the last 3 years.

It is expected that the allocation of household savings to financial assets will improve in the medium term driven by

 Improving financial literacy levels: A number of focused programs being run by the regulators towards

50
 this cause

 Focus on financial inclusion: Driving financial inclusion has been the focus of numerous initiatives in the
recent past such as Pradhan Mantri Jan Dhan Yojana, linking of Aadhaar card to bank accounts, Pradhan
Mantri Fasal Bima Yojana, Digital India, India Stack, new bank licenses, launch of payment banks and
small banks. These initiatives are expected to be instrumental in further pushing financial inclusion and
drive a step change in key financial markets indicators

 Ease of access: Supported by boom in the telecom sector (internet and mobiles), as well as the launch of
banking services on mobile phones and rise of fin-tech companies that focus on customer experience, it is
expected that accessibility of organised financial services will improve dramatically

 Urbanisation: While the India Economic survey estimates proportion of population living in urban areas
as approximately 30%, The World Bank Group estimates suggest that there is a sizeable amount of hidden
urbanisation. The World Bank Group estimates the share of India’s population living in areas with urban-
like features is approximately 55%. It is expected that the trend of urbanization will continue at a rapid
pace until 2050. This implies that a vast and growing proportion of the population will have access to
financial products, thereby enhancing allocation of savings to financial assets

 Greater confidence in the markets: SEBI has taken a number of steps to improve corporate governance
and disclosure standards and to curb malpractices such as insider trading. In the medium term, these steps
will lead to greater trust and confidence in capital markets

Financial savings in India totalled approximately USD 0.5 TN as of 2015, comprising approximately 56% of bank
deposits and only 7% of investments in direct equities. Thus, within financial assets, majority of household savings
in India are currently in the form of cash and deposits (approximately 60%). This is in sharp contrast to developed
economies where households rely on a mix of equities, pension products, insurance and other financial products.
Compared to emerging markets selected (e.g. Brazil, Malaysia), there is a huge scope to broaden the suite of
financial products that households invest in. As financial literacy levels improve and per capita savings increase, the
allocation of savings into more sophisticated products such as insurance, mutual funds and direct equities is
expected to increase.

Within financial services, capital markets specifically have also seen key developments over the past years.
Examples of key developments include demutualisation of exchanges in 2002, dematerialisation of equities,
emergence of screen based trading owing to the launch of a new technology platform by NSE, introduction of new
asset classes and key regulatory changes introduced by SEBI and RBI to further develop the market. These changes
have helped capital markets in India grow to their current state.

While comparing capital markets in India to global markets, it is important to understand the nuanced differences
between capital markets in India vs. global peers. We highlight some salient features of capital markets in India as
follows:

 High reliance on banks and NBFCs for corporate funding: Growth of corporates in India has been
fuelled by the banking sector to a large extent. The share of corporate loans to total corporate credit is
approximately 65%. As the economy matures, it is important that the reliance on bank funding is reduced –
thus indicating strong potential for growth of capital markets

 Under-developed corporate bond market and nascent (on-exchange) markets for FX and IR
derivatives: While equity capital markets in India are well-developed, the corporate bond markets are yet
to reach substantial size in primary as well as secondary markets. Corporate bonds outstanding to GDP
ratio for India is approximately 13% compared to 21% for China, 28% for Hong Kong, 44% for Malaysia,
32% for Singapore, 75% for Korea. Likewise, exchange based markets for trading of FX derivatives and
interest rate derivatives are at early stages of development in India

 Low retail investor participation: Retail investors constitute only approximately 13% of the stock
ownership in India. The number of Demat accounts in India is less than 10% of the number of banking
accounts. This indicates a strong potential for greater participation of retail investors in Indian capital
markets. We expect that improved ease of access to information and to the markets driven by increasing
mobile penetration will also play an important role in deepening participation of retail investors in the
markets

 Low free float levels: A large number of listed companies in India have significant promoter holding
leading to lower free float levels (47% for NSE, 46% for BSE compared to 89% in Bovespa, 66% in
HKEx, 80% in JSE, 56% in KRX, 82% for LSE and 90% for NASDAQ). This manifests itself in lower

51
 turnover velocity. As the promoters dilute their holdings over time, this will drive greater turnover in the
markets

Cash equities:

Cash turnover velocity in India has been falling over the past decade (decline from 103% in 2010 to 53% in 2015).
At present, India, with cash turnover at 53%, operates around the average of emerging markets.

The market capitalisation to GDP ratio for India is approximately 73% compared to 140% in US, 89% for Korea
and 129% for Malaysia. Comparing market capitalisation to GDP ratios across countries is tough since the ratio
tends to be very volatile on a y-o-y basis as well as the ratio depends significantly on the nature of the market.

In terms of concentration of trading activity in equities, top 50 equities account for a large portion of total equity
volumes traded at both NSE and BSE. This concentration has decreased in the past decade and has now stabilised at
around 63%. This is a similar trend globally where most of the exchanges have high concentration in terms of
liquidity indicating that concentration of liquidity in the top stocks is not an issue unique to Indian exchanges.

Equity derivatives:

The ratio of equity derivatives to cash volumes in India is severely skewed and the skew has only accentuated in the
recent years. The strong growth in derivatives segments is driven by growth in index options which have grown by
approximately 46% annually since FY09 whereas other derivative products (index futures and equity futures) have
grown in the range of 3-13% which is similar to the growth rate of cash equities.

The strong growth in index options is driven by regulatory changes and launch of new initiatives. In 2008, the STT
(Securities Transaction tax) structure for index options was changed (STT to be levied on option premium instead of
option value) which led to a huge surge in volumes for index options. Additionally, the launch of co-location
services in 2009 led to a boom in High Frequency Trading in India leading to a sharp growth in index options
trading volumes. Also, a number of key indices have been launched in recent years. Launch of Liquidity
Enhancement Incentive Programmes (LEIPS) by BSE in 2014 to incentivise derivative traders further boosted the
growth in derivative trades, however eventual withdrawal of these incentives led to correction of volume surge
caused by the launch of this scheme.

Driven by the fast growth in the derivatives segment, the ratio of ‘derivatives to cash’ turnover in India has
increased substantially in the recent years. In comparison to a number of emerging markets, the equity derivatives
markets in India are significantly larger and well-developed.

Others

On the other hand, currency, interest rate and commodity derivatives in India are quite small constituting about 3%
of total trade volumes in India due to structural reasons like absence of interlinked bond-currency-derivative nexus,
government regulations restricting individuals from participating in the currency markets.

In comparison, these markets constitute a large proportion of turnover in global peers. For example: Russia – 57%
of total turnover is in FX derivatives, Australia and Canada both have 90%+ turnover in IR derivatives, EU has 59%
in IR derivatives and China has 19% in commodities

The outlook for capital markets in India is strongly positive driven by fundamental factors such as

 Development of corporate bonds market: Development of the corporate bonds market is a key focus
area for India. A number of initiatives are envisaged – a prime example being RBI’s recent announcement
on caps on bank’s exposure to large conglomerates. This is also supported by the recent moves from SEBI
such as allowing FPIs to trade in the corporate bonds segment directly

 Large funding gap for the SME sector: As per our estimates, SME space has a funding gap of up to INR
27 TN currently. Capital markets are expected to have a strong role in financing SMEs for which both
leading exchanges in India have launched their own platforms

 Growing retail investor participation: Currently, retail participation in capital markets in India through
direct as well as managed routes (such as mutual funds) is very low.

Through a number of measures such as financial literacy efforts, simplification of KYC norms, focused
initiatives for retail investors, rising investments in insurance and mutual funds, it is expected that retail
investor participation in India will grow considerably in the medium term

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 Continued FII flows: India remains an attractive investment destination for foreign investors. In addition,
a number of government initiatives focusing on enhancing attractiveness of India as an investment
destination have been launched recently. It is expected that continued FII flows into India will be a key
driver of growth in the medium term

Market infrastructure landscape in India – Evolution and global comparison

Exchanges are organized markets designed to provide centralized facilities for the listing and trading of financial
instruments, including securities issued by companies, sovereigns and other entities to raise capital. The exchange
industry is generally supervised by a financial regulatory agency. In some cases, exchanges may also act as a self-
regulatory organization responsible for supervising their members and affiliated markets.

Companies running exchanges typically generate the bulk of their revenues by collecting fees from issuers for the
listing of their securities, from market members that deal in the financial instruments admitted to trading on the
exchange and for selling market data and other technological solutions. The three most traditional sources of
revenues for exchange companies are the fees charged on trades, the fees charged for the admission of securities and
members and the selling of data captured on these two activities. However, as exchange companies expand along
the value change, more sources of income are acquired.

As on March 31, 2016 there are seven stock exchanges in India, of which four are in the process of exiting.
Focusing on equity, equity derivatives, currency derivatives and interest rate derivatives segments, the three main
exchanges in the Indian market include: National Stock Exchange (NSE), Bombay Stock Exchange (BSE) and
Metropolitan Stock Exchange of India (MSEI). As of March 31, 2016, there are six recognized national
commodities derivatives exchanges and six recognized regional derivatives commodities exchanges.

One of the significant points to note about exchanges in India is that are vertically integrated offering services across
the value chain including execution, clearing, settlement and data offerings. In contrast to these, exchange groups in
a number of developed markets are fragmented in their service offerings.

Globally, we observe that only 1–2 players dominate the exchange landscape for an asset class in a market with
other players, if any, staying insignificant (e.g., Japan, Brazil). New entrants in the market have not been able to
establish significant market share even years after their entry (example: MTFs in Europe). Thus liquidity in
exchanges is sticky and it is difficult to move market shares unless driven by major technological enhancement
(examples: DTB (1990s), ISE (2000s), BATS (2010s))

In India as well, the market shares (by turnover) for each exchange across the key product segments have stayed
relatively stable. NSE is the market leader for cash equities (approximately 85% market share as of March 2016),
equity derivatives (approximately 94% market share as of March 2016), currency derivatives (approximately 59%
market share as of March 2016) and IR derivatives (approximately 79% market share as of March 2016)

We compare the performance of Indian exchanges with selected global peers along key dimensions of breadth of
offerings, financial metrics and operating parameters.

Size / Ranking

Indian exchanges are amongst the leading exchanges globally in terms of turnover volumes in key asset classes such
as cash equities, equity derivatives and currency derivatives.

In the rankings of global exchanges by cash turnover (based on number of trades) as well as for total derivatives
turnover (based on number of contracts traded), Indian exchanges are amongst the top 15 players globally.

Products and Services offered

With the exception of pure-play derivatives exchanges (such as CME), almost all exchange groups offer trading in
cash equities and bonds, although markets differ widely in terms of market cap, trading volumes and depth of the
order book. Most exchange groups also offer trading in derivatives (equity, FX, commodity and interest rate
derivatives) with the exception of credit derivatives, which are still largely traded OTC. Across the value chain
view, exchanges offer services such as clearing, settlement, custody, depository, registration and safe-keeping. In
addition, exchanges offer a broad suite of services – such as data products, indices, technology offerings, securities
lending, collateral management and education services.

It is observed that the suite of products and services offered by Indian exchanges is comparable to leading global
players.

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Pricing, revenue and growth mix

It is observed that while leading exchanges in Europe and US have significantly diversified their revenue mix,
Indian exchanges still earn bulk of their operating revenues from transactions (execution as well as post-trade). This
indicates a strong potential to grow revenues in other areas such as data services, index products and technology
offerings. Also, Indian exchanges have a large proportion of revenues attributed to non-core operating areas – such
as interest income, investment income and rentals – this is unique to the Indian market.

In terms of revenue growth, it is observed that organic growth levels are similar across geographies and the
outperformance of several global exchange groups regarding revenue growth is due to their higher appetite for
M&A activities. Corrected for growth due to M&A, growth in Indian players has been in line with global players
with NSE having seen the strongest growth in total revenues amongst the selected exchange peer set.

The revenue mix of leading exchanges in Europe and US is increasingly getting diversified with market data,
indices and technology solutions becoming significant revenue pools. Data business is a reliable revenue source for
international stock exchanges, on average accounting for approximately 15-20% of total revenues for stock
exchanges in developed economies. In contrast, these emerging growth areas only make up a small proportion of the
revenue mix for Indian exchanges indicating a strong potential for growth.

At the same time, pricing for transaction execution and post-trade services is the lowest for Indian exchanges
compared to international peers. The estimated full value chain transaction fees for cash equities is 0.3 bps at NSE
compared to 1.3 bps at SET, 3.6 bps at Bursa Malaysia, 3.8 bps at SGX and 1.5 bps at LSE (source: Oliver Wyman
analysis). Thus there is limited downside risk on pricing since Indian exchanges already operate at most competitive
levels.

Cost drivers

Exchange groups operate with different cost and pricing schemes and also deliver varying levels of liquidity.
Comparing the operating costs to revenues of exchanges globally, it is observed that Indian exchanges operate
towards the lower end of cost to income ratios. In terms of break-up of costs across various drivers, the share of
employee costs is the lowest for Indian exchanges compared to global peers. On an operating cost per trade basis as
well, Indian exchanges are amongst the most efficient exchanges globally.

Profitability metrics

Most exchange groups are highly profitable companies with EBITDA margins on the order of 50%. On profitability
metrics, Indian exchanges are comparable to global peers.

Technical parameters

A number of technical parameters are of critical importance for exchanges – examples of such parameters include
latencies, messages per second capacity, uptime (%), recovery time and frequency of outages. Data on such
technical parameters is not available in the public domain for a large number of exchanges. On certain factors where
data is available, the differentiation across exchanges is minimal – for example, most leading global exchanges have
uptime achievements of >99%, with some exchanges already targeting 99.99% uptime.

While outages for exchanges are a rare occurrence, in the last 3 years Indian exchanges had lower number of
outages (NSE – 0, BSE – 1) compared to some global peers (SGX – 4, DBG – 2, NASDAQ – 1, CME – 1).

Regulatory norms

Post the global financial crises, market infrastructure entities have been at the centre of regulatory attention in EU
and US. Especially on the post-trade side, a sea-change in regulations (Basel III, EMIR, T2S and CSD regulation) is
expected to profoundly impact the post-trade landscape. At the same time, some regulatory moves, such as the G20
agreement on OTC derivatives, have also helped in boosting exchanges revenue pools.

While the global regulations on exchanges have increased significantly, SEBI has kept pace with the emerging
regulatory best practices for market infrastructures. As a result, drastic changes in the regulations governing
exchanges in India are not expected.

International presence

International presence is an important factor in the business of exchange groups and has the following key impacts:

 All leading global exchange groups have an international presence (more than one continent).

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 International presence is observed to be a key differentiator in terms of revenue size, with expansion
beyond a certain size only possible through internationalization.

 Strategies for ‘internationalisation’ vary significantly by size of the exchange group. Large groups often
choose M&A as a means to expand internationally. As smaller exchange groups are restricted in their
M&A possibilities, they turn to partnerships and JVs to the same end. A further way for smaller exchange
groups to internationalize is to consolidate with neighbouring markets.

Indian exchanges have significant potential to follow patterns of peers internationally forming further exchange
links or JVs, or other means to tap into regional / international revenue pools.

Outlook for addressable market for Indian exchanges

Driven by the strong growth in Indian economy and developments in capital markets, it is expected that key asset
classes will see further growth in turnover in the coming year.

Cash equities

High level comparison of key ratios such as market cap to GDP and turnover velocity indicate a significant
headroom for growth for cash equities turnover in India

The estimation of outlook for turnover of cash equities in India can be done by using four parameters:

 GDP (growth in nominal GDP): A number of independent agencies provide an estimate of growth in
nominal GDP in India over the next 5 years – estimates ranging 10-12% growth in nominal GDP.
However, based on past data, it is observed that there is often significant variance in forecasted vs. actual
GDP growth. As a result, to maintain a conservative estimate, a haircut of 20% is applied on the growth
forecasts from various agencies. So for the sake of estimating turnover in cash equities, we consider that
nominal GDP in India is estimated to grow at 8-10% over the next 5 years.

 Market capitalization as % of GDP: Historically, market capitalisation to GDP has been a very volatile
ratio making it difficult to predict a trend between market cap and GDP. We estimate that in the next five
years, market cap to GDP stays flat (i.e. 0% CAGR) or experience modest growth (1-2% CAGR).

 Free float as % of market capitalization: Driven by SEBI’s raising of minimum public shareholding to
25%, promoter holding has been on a decline. As a result, free float levels in India have been rising and
have been around 40% since 2013. With the planned disinvestment of government stake in PSUs, free float
levels may rise further in the coming years. However, as observed in the past, the disinvestment process is
slow and may take years. Additionally, absolute free float can increase if the number of securities listed on
an exchange increase. It is observed that 2016 has seen a large number of IPOs adding a significant value
on Indian stock exchanges. Though increasing number of IPOs will contribute to rising values of free float
in India, free float as % of market cap is not expected to grow any further. Hence, as a conservative
estimate, it is expected that free float levels will remain constant and not rise further over the next 5 years.

 Cash turnover as % of free float: Turnover velocity corrected for free float in India observed a steep decline
during FY11. This steep decline was caused by taxation changes in Securities Transaction Tax (STT).
During FY11, STT was started to be calculated on option premium instead of notional value leading to
huge surge in options turnover and diminishing cash turnover velocity. In recent years, turnover velocity
corrected for free float has been relatively stable at approximately 110-115% In absence of further
regulatory changes, a further decline in cash turnover velocity (corrected for free float) is not anticipated.

Using the above estimates, it is observed that turnover for cash equities has a potential to grow at 8-12% over the
next 5 years (marginally better than the estimated GDP growth rates).

Trends supporting growth in cash markets

It is observed that the estimated potential for growth in cash markets is supported by number of trends observed in
the market. These trends include increasing retail participation, greater financial literacy and penetration of capital
markets products, regulatory initiatives, ease of technological access, plans for divestment, rising free float levels,
expected surge in IPOs, capital requirements for SMEs and mid-corporates, strong investor confidence in India

Potential risks to growth in cash markets

Alongside these drivers, it is important to note that there are certain risks which may impact the growth of the
capital markets in India.

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a. HFT regulations –

High Frequency Trading is algorithmic based trading that uses powerful computers to enter and exit
positions at very high frequency. Globally, share of HFT in cash volumes lies in the range of 20-30% with
the exception of US and Japan where HFT drives approximately 50% of total cash turnover. The reason for
relatively low share of HFT in cash turnover for some developed economies is high degree of statutory
levies which makes HFT unattractive.

In India, HFT has seen increasing popularity over the past few years leading to a surge in both cash and
derivative markets. It is estimated that HFT drives ~25% of the turnover for cash equities and ~36% of the
turnover in the derivatives segment.

SEBI released a discussion paper on strengthening the regulatory framework for HFT in August 2016. The
paper proposes seven potential measures to regulate HFT – these include minimum resting time, banning of
tick-by-tick data sharing, randomisation of orders, auctions instead of continuous markets, redesign of
queuing practices, increase in minimum tick size, and restriction on colocation. It is difficult to predict the
nature of HFT regulations that may be implemented in India at this stage. However, taking cues from
global regulations which have focused more on risk management, and various options discussed in the
paper released by SEBI, it is estimated that regulatory changes can impact anywhere between 0%
(negligible impact) of HFT volumes to more than 40% of HFT volumes (high impact).

b. Change due to General Anti-Avoidance Rules – GAAR is the anti-tax avoidance regulation in India.
Government of India recently amended the tax treaty with Mauritius to levy taxes on capital gains made on
equity transactions made via Mauritius on or after 1 April 2017. Similarly, tax treaty with Singapore
(Mauritius and Singapore are the top two sources of foreign investments in India constituting more than
50% of FDI inflows to the country in 2015) is also under review and is likely to be amended soon. This
move may deter foreign investments in the market dampening volumes

c. Tightening of FII regulations / investment limits: FIIs constituted to about 18% of total turnover in cash
market in March 2016. At the same time, their share in derivatives was close to 10% of total client
turnover. Though unlikely, any tightening of restrictions on foreign investors’ participation in Indian
capital markets will not only have a direct negative impact on turnover driven by FIIs, but will also have a
trickle-down effect on the overall market causing a steep decline in the volumes on Indian exchanges

Equity futures

Historically, ratio of futures turnover to cash turnover has been gradually increasing. However, the ratio has been
stable at approximately 2.5 over the past couple of years. As a conservative estimate, it is estimated that the ratio of
futures to cash will remain same over the next 5 years. This results in an estimate of annual growth rate of 8-12%
for futures over the next 5 years for equity futures turnover.

Since the growth of equity futures is tied to growth of cash equity markets, the drivers that will support the growth
of cash markets will also help drive the growth of equity futures. In terms of risks, the risks that could impact the
growth in futures have been discussed along with risks to growth of options.

Equity options

Similar to futures, estimation of addressable market size for options can be done based on estimation of market size
for cash equities. Over the past decade, ratio of options to cash turnover has been steadily increasing.

This rise has been caused due to sharp spike in options volume which in turn is largely driven by ‘one-time’
regulatory changes and launch of new initiatives.

As a result of these regulatory changes and new initiatives, options to cash turnover ratio for India is an outlier
among peer countries.

Considering the absence of any further ‘one-time’ changes and the current disproportionate high levels of options as
compared to cash turnover, it is expected that the options turnover will see a correction in the near term to stabilise
at around FY13 levels. As a result, it is estimated that turnover in equity options has potential to grow annually by
6-10% over the next 5 years.

Similar to growth in equity futures market, growth in equity options is tied to the growth in cash markets and thus
drivers of growth in cash markets will support the growth in equity options markets as well. In terms of risks, it is
observed that in addition to risks affecting growth of cash markets, which may impact the growth of derivative
markets, there are additional risks that may impact the growth of derivative markets in India:

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a. Change in contract size for derivatives: Indian securities regulator, SEBI, recently increased the
minimum investment size for any equity derivative from existing INR 0.2 mm to INR 0.5 mm. This step is
estimated to have led to a significant decline in derivative volumes, prompting the exchanges to launch
incentives to boost volumes. It is expected that as exchanges withdraw incentives, derivatives turnover can
see a sharp correction in the near-medium term. (source: Exchange disclosures, Oliver Wyman research
and analysis)

b. Changes to taxation regulations: Earlier this year, central government increased the securities transaction
tax (STT) on options three-fold from existing 0.017% to 0.05% which led to an estimated decline of
approximately 5% in options volumes. It is observed that increase in STT leads to a wider bid-ask spread
reducing the liquidity of the market thus negatively impacting the volumes. Though, this particular change
in taxation is small in absolute terms, and markets were able to recover quickly from its impact, increase in
taxes decreases the overall attractiveness of derivative markets in India and any further increase in taxes
may cause a permanent decline in the derivative volumes in India (source: Exchange disclosures, Oliver
Wyman research and analysis)

Other asset classes

While cash equities and equity derivatives will be the key drivers of growth for market infrastructures in coming
years, other asset classes including currency, interest rate and commodity derivatives, bonds and ETFs are also
expected to witness a strong growth. Developed economies have large portion of their turnover coming from trade
of currency and interest rate (IR) derivatives. However, India has small turnover for FX and IR derivatives due to a
number of structural reasons such as absence of bond markets, restrictions on participation (includes outright bans
(e.g., resident individuals could not participate in currency markets until recently) or regulatory restrictions on some
kinds of activities (for example, banks are prohibited from adopting long positions on interest rate futures)).

a. Currency derivatives

In FY14, SEBI tightened exposure limits in FX derivatives to check large scale speculation and avoid the
fall in rupee value which led to a sharp decline in trade volume in currency derivatives. However, it is
expected that going forward, the markets will grow further on the back of growth drivers and achieve a
sizeable market in next 5-7 years.

Growth in FX derivative segments will be driven by greater ‘globalisation’ of Indian economy leading to
greater need for hedging, greater participation of FIIs, stable rupee levels and reduced capital controls
(causing shifting of overseas Non Derivative Fund volumes to onshore).

While there is a risk of restrictions on FII participation in FX derivatives markets in India, it is expected
that growth drivers will help FX derivatives market in India to potentially grow at an annual rate of 10-
15%. It is observed that a number of enablers will be required to support the strong growth in currency
derivatives market. These include:

 Regulatory response strategies: Due to a perceived rise in speculative trading in currency futures
which led to fall in rupee levels, SEBI placed limits on trading of FX derivatives in FY14 which
led to a decline in trading volumes. Though the SEBI restrictions were removed once the rupee
levels stabilised and the volumes are back to an upward trajectory, continued stability of rupee
levels (as compared to a fall driven by speculative trading) will be required to avoid future
regulatory intervention and ensure continued growth in volumes

 Ease in regulations on ECB: RBI is taking initiatives to relax regulations to develop currency
derivative markets in India. Recent example includes relaxation of cap on External Commercial
Borrowings from USD 500 mm to USD 750 mm. This allows firms to raise larger amounts in
foreign currencies creating a stronger need for currency risk hedging leading to a stronger demand
for FX derivatives. These continued initiatives are required to help grow the currency derivative
markets in India

 Ease of foreign investor participation in Indian currency markets: Foreign investors could
only participate in currency markets in India to hedge an underlying exposure. In 2014, RBI
changed this regulation to allow foreign investors to participate in currency derivative markets in
India to the extent of USD 10 mm without any underlying exposures which was further increased
to USD 15 mm in 2015. This gradual relaxation of norms for foreign investor participation in
currency markets will be crucial for development of currency markets in India

 Increase in trading time: India allows currency trades in four currency pairs: USD-INR, GBP-

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 INR, EUR-INR, and JPY-INR. Due to time zone differences, there are often significant
developments that impact the currency markets after trading has closed for the day in India. As a
result, investors trading on Indian exchanges lose out on an opportunity to trade based on these
developments. Increasing trading time on Indian exchanges to allow investors to make the most of
these developments will encourage greater participation leading to higher volumes.

 Introducing new cross-currency pairs: RBI introduced three new cross-currency pairs (GBP-
INR, EUR-INR, and JPY-INR) last year which led to an increase in volumes in currency markets.
Introduction of more cross-currency pairs which are in demand among investors will also help
push the volumes further

b. Interest rate derivatives

On the other hand, interest rate derivatives in India have a small base and have a potential to grow strongly
in the next five years.

Growth in interest rates derivative segments will be driven by lifting of restrictions pertaining to IR
derivatives trading and establishment of arbitrage free yield curve. Additionally, it is observed that
following enablers will be required support growth of interest rate derivatives market in India:

 Launch of more tenures in interest rate futures: currently, IRFs are permitted on 6-, 10- and
13-year government securities and 91-day treasury bills. Introduction of more tenures will provide
greater flexibility to participants to choose a product suitable to them increasing volumes

 Development of bonds market in India: IRFs are mainly used by holders of government bonds
to hedge their interest rate risks. A developed bonds market will help IR derivatives market to
grow as well

 Relaxation of participation in IR derivatives market: The restrictions on participation in IR

derivatives market have been gradually relaxed with participation of FIIs and retail investors now
permitted. However, most entities can only participate in the IR derivatives market to hedge
interest rate risk. Gradual relaxation of these restrictions will be crucial for development of IR
derivatives market in India

 Focus from regulators to develop the market: Both RBI and SEBI have taken been taking
active measures to develop the IR derivatives market in India. These initiatives need to continue to
fuel further growth of IR derivatives market

As a result, it is estimated that IR derivatives market in India has a potential to grow at annual rate of 15-
20% over the next 5 years.

c. Commodity derivatives

India commodity derivative market has seen a sharp decline since seeing its peak in FY12 due to
imposition of commodities trading tax (CTT) of 0.01% on derivatives trading in non-agricultural
commodities in 2013. We expect that a number of initiatives launched by regulators will be key enablers
for the growth of commodity derivative markets in India:

 Increased focus of government on price discovery of agricultural produce

 Potential disruptive growth in turnover of agricultural derivatives due to adoption of e-mandi

model

 Guidance from RBI to banks to manage commodities risk of borrowers for agricultural
commodities

However, there is a risk that primary focus of regulator in the near term may be more on risk management
(as opposed to market development). As a result, it is estimated that market for commodities derivatives in
India will witness a growth of 0-10% over the next 5 years.

d. Corporate bonds

Compared to emerging markets and developed market peers, corporate bond markets in India are small in
terms of outstanding issuances as well as turnover

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 A number of initiatives launched by the regulators will be the key enablers for growth of corporate bond
markets in India:

 Introduction of an electronic auction platform by SEBI for primary debt offers to develop an
enabling eco system for private placement market for corporate bonds

 RBI has released guidelines to encourage large corporates to access a certain portion of their
financing needs through capital markets instead of the banking channel

 Expansion of investment basket of foreign portfolio investors to include debt securities

 Hike in partial credit enhancement - RBI has increased partial credit enhancement for corporate
bonds from 20% to 50%

 RBI is in the process of drafting guidelines to accept corporate bonds as collateral for RBI’s
liquidity adjustment facility operations

 Set-up of a dedicated fund by LIC of India to provide credit enhancement to infrastructure

projects. The fund will help in raising the credit rating of bonds floated by infrastructure
companies and will facilitate investment from long term investors

 Development of a complete repository for corporate bonds, covering both primary and secondary
market segments in plans by RBI and SEBI

If implemented well, these initiatives could reduce the reliance on the banking system and establish a
robust avenue for corporate funding. However, there is a risk that ongoing emphasis on building exchange
traded derivatives (ETD) market for credit and credit derivatives may dilute the focus on debt market. As a
result of these drivers and risk factors, it is estimated that the bonds market in India has a potential to grow
at an annual growth rate of 5-10% over the next 5 years. For India to witness a stronger growth in corporate
bond markets, as explained earlier, regulators will have to push initiatives for development of the debt
market in India.

e. ETFs

ETF market in India is still in its nascent stage with most of equity ETFs launched within the past couple of
years. While Gold ETFs formed a major part of underlying AUM, they have seen a decline in the recent
years causing a decline in ETF volumes. However, driven by pickup of equity ETFs and increasing
awareness of ETFs in the market, ETF volumes have grown in 2015 and are expected to grow further
driven by regulatory initiatives.

A number of initiatives launched by the regulators will be key enablers for the growth of ETFs market in
India:

 Government’s plan to use ETFs to operationalise divestment of its stake in state-owned firms and
other corporate entities

 SEBI’s initiative to clear ETFs quicker than mutual funds

 Lower annual expense ratio for ETFs as compared to mutual funds

However, there is a risk that ETFs market may not see substantial growth due to lack of proactive regulator
initiatives to develop the ETF market. With these drivers and risk factors, it is estimated that ETF market in
India has a potential to grow at 0-5% over the next 5 years.

Outlook for growth by services

Indian exchanges have a strong presence in services and service offerings which is expected to grow further

a. Listing services

Indian economy looks towards having more IPOs in the future driven by strong economic fundamentals,
favourable policy climate and strong investor confidence. This is expected to drive the growth of listing
revenues for Indian exchanges. In terms of revision to fee schedule, considering that there has been a
revision recently, another revision to fee schedule in not expected in near future. With this, it is expected
that listing fees in India will potentially grow at 15-20% over the next 5 years.

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b. Data services

Data revenues in the Indian market have grown steadily at 14% CAGR over the past 5 years. However,
data revenues are still under-leveraged as compared to other global peers indicating potential for strong
upside.

It is expected that the market for data revenues in India will exhibit a strong growth in the coming years
driven by opportunities to launch new product offerings and increased focus on driving data related
revenues. However, two specific risks remain which may pose challenges for growth in data services: I)
Reluctance to pay fees for data services in the Indian market; ii) Competition from global players (e.g.
Bloomberg) as well as domestic exchanges and other data businesses.

Overall, it is estimated that market data revenues will maintain their past growth rate and potential to grow
annually by 15-20%.

c. Index services

Historically, index products and services in India has been a growing segment with main revenue coming
from licensing fee for usage of indices as an underlying for different products like index funds, ETFs and
other structured financial products. Though, over the years, index licensing outside India has also been a
major driver of revenue growth.

Globally, the market for index products and services is split between a few leading specialist index players
and index businesses of banks and exchanges.

It is expected that revenues from index services can further grow for the Indian market by expanding
product offering to beyond equities. With this, it is expected that revenues from index services will
potentially grow at 15-20% over the next 5 years.

Emerging growth opportunities

Over the past couple of years, different steps of the market infrastructure value chain have seen different revenue
pool growth. The different steps of the infrastructure value chain include solutions and services around data, the
building of utilities (e.g. around areas of post-trade) and solutions around collateral management. The development
of international financial centres and the advent of disruptive trading platforms and technologies are further topics
highlighted in this context.

Data related services and solutions

Currently, revenues from data services make up a small proportion of revenues for Indian exchanges (approximately
3%). This is significantly lower than the share of revenues from data services at peer exchanges – ranging from 5-
7% for emerging market exchanges (IDX, Bursa Malaysia, BM&F Bovespa, SET) and 10-35% for developed
market exchanges (DBAG, SGX, KRX, LSE, NYSE, NASDAQ). On average, data business is a reliable revenue
source for international stock exchanges, accounting for approximately 15-20% of total revenues for stock
exchanges in developed economies. Similarly, index services have been a key area of focus for global exchanges.
These products and offerings are under-developed in India and represent a key area for future growth opportunity.

Regarding market and reference data, most developed exchange groups have introduced sophisticated products to
provide value-add to their clients and mitigate the risk of market data commoditization. This includes products that
bundle data from multiple exchanges, innovative delivery methods (e.g. portals/apps) and customized solutions.

Exchanges without international reach and/or relatively small market cap are increasingly looking to launch
international or specialist indices in cooperation with globally established index providers. This also opens up
opportunities for trading of the corresponding ETFs on their platforms.

Most advanced exchange groups have expanded their product portfolio into the analytics/tools part of the market
data value chain. This includes portfolio and risk management tools (mostly for the buy-side) as well as charting,
pricing and technical analysis tools.

The broadened offering helps these peers to better serve their clients’ needs and diversify/stabilize their revenue
base. In the Indian market, growth opportunities exist in all areas around data distribution and advanced
analysis/data products.

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Utility building

Changing market conditions on both supply and demand side in capital markets create a strong rationale for
alternative sourcing models. On one hand, market infrastructure industry now has the ability to address the need for
simplification and mutualisation. On the other hand, there is a burning platform for change, especially for
regional/domestic exchanges and Investment banks that lack scale to reach a competitive cost-per-trade compared to
Tier one banks. The European players Clearstream/Eurex Clearing and Euroclear can serve as templates for services
to add around the settlement step of securities transactions, as can “securities transactions banks” such as dwpbank
in Germany, or similar services now offered by a joint venture partnership of Broadridge and Accenture.

For the Indian exchanges, there may be opportunities for value-added services around corporate action processing
both on the corporate and the bank-side.

Collateral management

Globally, structural deepening of rates and FX futures markets is expected to drive listed derivative volumes
upwards, nearly doubling by 2018. Bilateral trades experience the largest increase in collateral requirements as
regulation bites; futurization will also shift collateral to exchanges. Europe and the US are expected to experience
similar degrees of futurization by 2018, while Asia lags in both markets due to a delayed regulatory timeline. The
global stock of highly-rated collateral is sufficient to meet higher demands, but clients will need increased support in
accessing it.

Collateral management is one of the areas where opportunities for MI players exist – globally as well as in India.
While regulations in India may not yet require sophisticated collateral management services to the same extent as in
Europe or the US, Indian exchange groups can initiate capability building efforts for such services.

International Financial Centres

Exchange groups depend on their domestic market environment, but eventually also on their potential to attract
international business such as ties to the operations of major banks that set up shop in International Financial
Centres (IFCs) and international bonds or funds listings from large corporates that operate globally.

Market infrastructures in emerging economies are therefore showing increased interest in supporting regional or
national governments in their efforts to increase the visibility of their main hubs as IFCs.

In India, of all the IFCs being planned, considerations have advanced the furthest for GIFT city initiative in Gujarat.
While RBI and SEBI have specified regulations for setting up International Banking Units and market
infrastructures, a number of key areas remain to be addressed for GIFT City to be successful – for example,
introduction of capital account convertibility, clearance of bankruptcy laws and rationalization of tax structures. If
these pre-requisites are addressed, the revenue potential from an IFC like GIFT city can be sizable.

Disruptive trading platforms and technologies

Last but not least, the exchange landscape is undergoing technological change in several aspects. New technologies
such as block-chain are poised to overhaul parts of the trading value chain. Markets are becoming more fragmented
in developed markets as banks launching their own alternative trading systems (dark pools) and increasing numbers
of exchanges and other trading facilities opening for business. Similarly, some exchange groups are developing to
become technology providers for others.

All of these trends can play out in the Indian market and can be used by the incumbent exchange groups to their
advantage if they act swiftly and decisively.

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 SUMMARY OF OUR BUSINESS

Investors should note that this is only a summary of our business and does not contain all information that should
be considered before investing in the Equity Shares. Before deciding to invest in the Equity Shares, prospective
investors should read this entire Draft Red Herring Prospectus, including the information in “Risk Factors” and
“Financial Statements” beginning on pages 19 and 214, respectively. An investment in the Equity Shares involves a
high degree of risk. For a discussion of certain risks in connection with an investment in the Equity Shares, see
“Risk Factors” beginning on page 19.

Overview

We are the leading stock exchange in India and the fourth largest in the world by equity trading volume in 2015,
according to WFE. We own and manage the NIFTY 50 index, a leading benchmark for the Indian capital markets.
We offer comprehensive coverage of the Indian capital markets across asset classes, including equity, fixed income
and derivative securities. We have a fully-integrated business model comprising our exchange listings, trading
services, clearing and settlement services, indices, market data feeds, technology solutions and financial education
offerings. We also oversee compliance by our trading and clearing members and listed companies with the rules and
regulations of our exchange.

We ranked first among exchanges globally in terms of stock index option and currency option trading volumes in
2015, according to WFE. We also ranked second among exchanges globally in terms of single stock future contracts
trading volume and currency future contracts trading volume in 2015, according to WFE.

We began operations in 1994 and have ranked as the largest stock exchange in India in terms of total turnover and
average daily turnover, or ADT, for equity shares every year since 1995, based on annual reports of SEBI. We have
leading market shares by total turnover of 85% in equity cash trading, 94% in equity derivatives trading, 59% in
currency derivatives trading, 79% in interest rate derivatives trading, 77% in ETFs trading, 80% in corporate bonds
trading for fiscal 2016, according to the Oliver Wyman Report.

Securities are listed and traded on two markets within our exchange: our cash market and our derivatives market.
Our cash market can be categorized into our equity cash market for equities and equity-linked securities and our
debt cash market for fixed income securities. There were 1,822 companies with a combined market capitalization of
₹ 108,660,631.3 million listed on our equity cash market as of September 30, 2016. Trading in our cash market
represented 5.7% and 5.2% of total trading volume on our exchange in fiscal 2016 and the six months ended
September 30, 2016, respectively.

Our derivatives market offers trading in various forms of derivatives, such as futures and options on stocks and
domestic and global indices, currency futures and options and interest rate futures. Trading in derivatives
represented 94.3% and 94.8% of total trading volume on our exchange in fiscal 2016 and the six months ended
September 30, 2016, respectively.

Our vertically-integrated business model includes our post-trade and non-trading businesses, which are intended to
serve the investment community’s diverse needs and provide us with complementary sources of revenue. Our
clearing corporation and Subsidiary, the National Securities Clearing Corporation Limited, or NSCCL, provides
clearing and settlement services for our exchange to support our members throughout the lifecycle of a trade.
NSCCL was the first clearing corporation established in India, according to the Oliver Wyman Report.

Our Subsidiary, India Index Services and Products Limited, or IISL, owns and manages a portfolio of 67 indices
under our NIFTY brand as of September 30, 2016, including our flagship index, the NIFTY 50. Our NIFTY indices
are used as benchmarks for products traded on our exchange and globally and as indicators of the Indian economy
and capital markets. NIFTY indices served as the benchmark index for 38 ETFs listed in India and 12 ETFs listed
abroad as of September 30, 2016. Derivatives benchmarked to NIFTY indices were also available for trading on
four international stock exchanges as of November 30, 2016, pursuant to cross-listing arrangements and license
agreements that we have entered into with the Singapore Exchange, the Chicago Mercantile Exchange, the TAIFEX
and the Osaka Exchange.

Our Subsidiary, DotEx International Limited, or DotEx, operates our data feed business, which distributes real-time
and proprietary market information to global data vendors, as well as to financial institutions and individual
investors. We offer outsourced IT services and financial education through our wholly-owned Subsidiaries, NSEIT
Limited, or NSEIT, and NSE Academy Limited, or NSE Academy, respectively. We also have investments in
complementary businesses, including mutual fund registry services, back-end exchange support services for our
platforms, depository services, e-corporate governance, mobile trading solutions and commodity, power and
receivables exchanges.

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We have an “anywhere, any asset” trading platform that supports trading in all products listed on our exchange and
offers web-based desktop, mobile and tablet functionality. We have a pan-India, high-speed network, which
supported more than 181,524 terminals connecting to our platforms as of September 30, 2016. Our scalable
technology platform is capable of handling high trading volumes, including high-frequency trading and trading
through co-location facilities, and to readily add capacity to support increased trading volume. We have developed
components of our technology platform in house, as well as improvements to certain of our third-party developed or
licensed technologies, including the National Exchange for Automated Trading, or NEAT, system, our screen-based
trading system.

We were recognized as Indian Exchange of the Year for 2014 by Futures & Options Word and received the CII
EXIM Bank Excellence Prize for 2014 and 2016, the IMC Ramkrishna Bajaj National Quality Certificate of Merit
for 2014 and the Best Derivatives Providers Performance Award for 2014 from Global Finance.

Our total income has grown at a rate of 31.0% to ₹ 23,591.7 million in fiscal 2016 compared to ₹ 18,010.1 million
in fiscal 2012. Our net profit after tax attributable to equity shareholders increased 10.2% to ₹ 9,752.1 million in
fiscal 2016 compared to ₹ 8,848.7 million in fiscal 2012. Our EBITDA increased to ₹ 16,040.3 million in fiscal
2016 compared to ₹ 13,792.7 million, in fiscal 2012. In the six months ended September 30, 2016, we had total
income of ₹ 13,435.1 million, net profit after tax attributable to equity shareholders of ₹ 5,883.2 million and
EBITDA of ₹ 9,151.4 million. Reflecting the increased diversification of our business, our revenues from operations
(excluding transaction charges from trading on our exchange) increased 16.6% from ₹ 5,967.5 million in fiscal 2012
to ₹ 6,959.7 million in fiscal 2016 and income from investments (excluding operating investment income) increased
18.6% from ₹ 3,914.3 million in fiscal 2012 to ₹ 4,643.9 million in fiscal 2016. For a reconciliation of EBITDA,
which is a non-GAAP measure, to our net profit after tax as restated, see “Management’s Discussion and Analysis
of Financial Condition and Results of Operations – Results of Operations” beginning on page 439.

Our consolidated net worth attributable to equity shareholders was ₹ 68,676.7 million and ₹ 70,574.7 million as of
March 31, 2016 and September 30, 2016, respectively, compared to ₹ 52,660.0 million as of March 31, 2012. We
had cash and cash equivalents and bank balances other than cash and cash equivalents (including other non-current
bank balances, earmarked deposits and balance in escrow account) aggregating to ₹ 74,383.6 million, ₹ 50,287.5
million and ₹ 89,377.3 million as of March 31, 2012 and 2016 and September 30, 2016, respectively. We had no
outstanding loans or borrowings as of March 31, 2016 and September 30, 2016.

Our Competitive Strengths

Market leader in India and a leading stock exchange globally

We ranked as the largest stock exchange in India in terms of total and average daily turnover for equity shares every
year since 1995, based on annual reports of SEBI. We began operations in 1994 and have ranked as the largest stock
exchange in India in terms of total turnover and average daily turnover, or ADT, for equity shares every year since
1995, based on annual reports of SEBI. We have leading market shares by total turnover of 85% in equity cash
trading, 94% in equity derivatives trading, 59% in currency derivatives trading, 79% in interest rate derivatives
trading, 77% in ETFs trading, 80% in corporate bonds trading for fiscal 2016, according to the Oliver Wyman
Report. We ranked first among exchanges globally in terms of stock index option and currency option trading
volume in 2015, according to WFE. We also ranked second among exchanges globally in terms of single stock
future contracts trading volume and currency future contracts trading volume in 2015, according to WFE. Our
sustained leadership positions across asset classes in the Indian and global exchange sectors demonstrate the
robustness and liquidity of our exchange backed by our advanced technology platform and risk management
framework.

We believe that the scale and breadth of our products and services, our sustained leadership positions across
multiple asset classes in India and globally and our integrated business model enable us to be highly reactive to
market demands and changes and deliver innovation in both our trading and non-trading businesses and to provide
high-quality data and services to market participants and clients. We also believe that our leadership positions in
trading volumes help to attract additional participants to our exchange, which in turn results in more efficient price
discovery, attracts additional listings on our exchange, generates trading activity that maintains our trading fee
structure and drives demand for our data and index products. We have leveraged high trading volumes in existing
products, particularly in our derivatives market, to expand our trading and non-trading product offerings,
introducing new derivative and other structured products for trading, new NIFTY indices to track different market
sectors and support for algorithmic trading through our co-location facilities in response to the evolving needs and
expectations of high volume and high frequency traders.

Strong track record of growth in an Indian economy poised for further growth

Real GDP growth in India was 5.6%, 6.6%, 7.2% and 7.6% in 2012, 2013, 2014 and 2015, respectively, according

63
to the Oliver Wyman Report. India is projected to be among the fastest growing economies in the world between
2016 and 2020 and is expected to become the third largest economy in the world by 2030, with GDP approximately
tripling to $7 trillion by 2030, according to the Oliver Wyman Report. Foreign direct investment into India has
steadily increased from approximately USD 24 billion in calendar year 2012 to approximately USD 44 billion in
calendar year 2015 and approximately USD 32 billion in the nine months ended September 30, 2016, according to
the Oliver Wyman Report. Per capita savings in India has increased at an annual growth of approximately 10% per
year between 2006 and 2015, from ₹ 7,478 per person in 2006 to ₹ 18,063 per person in 2015, according to the
Oliver Wyman Report. Financial assets comprise an increasing share of total savings of households in India, rising
from 33% of total savings in fiscal 2013 to 40% in fiscal 2015, according to the Oliver Wyman Report. India’s
workforce is expected to increase to 940 million and account for nearly 67% of the total population of India by
2021, which is expected to drive strong demand and growth across most sectors and industries, according to the
Oliver Wyman Report.

Mobile and internet penetration in India increased from 150 million users and 33 million users, respectively, in 2006
to 1,010 million users and 340 million users, respectively, in 2015, according to the Oliver Wyman Report. We
anticipate that the growth of the Indian economy, together with continued focus on economic liberalization by the
Government of India, or GoI, will lead to an expansion of the Indian capital markets and opportunities for us to
further expand our business in the future.

We have a strong track record of growth alongside the Indian economy. Our NIFTY 50 index, a well-recognized
and widely-used indicator of market activity in India, increased from 5,295.55 points as of March 31, 2012 to
7,738.40 points and 8,611.15 points as of March 31, 2016 and September 30, 2016, respectively, demonstrating the
strong recent growth of the Indian capital markets. Total turnover in our cash market increased from ₹ 28,108,931.9
million in fiscal 2012 to ₹ 42,369,828.4 million and ₹ 24,174,891.6 million in fiscal 2016 and the six months ended
September 30, 2016, respectively. Our initiatives to increase trading volumes as the Indian economy expanded have
included the introduction of new products for trading, such as futures and options on new currency pairs, new
indices and interest rates, trading in mutual fund units and offer for sale bidding, and improvement of our trading
technology and platforms.

Comprehensive and innovative product and service offerings delivered through a vertically-integrated business
model supported by a robust risk management system

Our integrated business model provides comprehensive pre- and post-trade products and services for our trading
members and market participants throughout the entire life cycle of a trade. Our model provides us with revenue
sources and innovation opportunities complementary to our listing and trading businesses and is summarized below.

Value Chain Organization Products / Services / Functions

Listing NSE Issuer listing interface for IPOs, further issuances and private placements.

New trading product development and regulatory interfacing.

SEBI Listing Regulations compliance monitoring.

Trading NSE Cash market: trading in equities (corporate stocks, SME stocks, ETFs,
mutual fund units and securities lending and borrowing) and fixed income
securities (government and corporate bonds, sovereign gold bonds and other
debt securities).

Derivatives market: trading in equity (stock, index and volatility), currency

and interest rate futures.

Risk management for all asset classes. See “– Post-Trade – Risk and
Collateral Management” beginning on page 168.

Clearing & NSCCL(1) Traditional clearing and settlement services and collateral management and
Settlement risk management for all asset classes, provided by NSCCL to our Company.

Indices IISL(1) Indices: broad market, sectoral, thematic, strategy and fixed income.

Data Feeds DotEx(1) Data vending: real-time, delayed and historical data.

KYC Registration Agency and service provider for central KYC.

NEAT-On-Web, or NOW: web-based and mobile trading through licensed

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 Value Chain Organization Products / Services / Functions

software.

Technology NSEIT(1) Commercial technology: Testing Centre of Excellence, application services,

infrastructure management, assessment services, Integrated Security
Response Centre and analytics as a service, focused on external clients such
as BFSI clients.

NSE Infotech(1) Exchange technology: Trading platforms and infrastructure and IT risk and
compliance focused on our own value chain.

Financial NSE Academy(1) Financial literacy programs.

Education

Note:

(1) Wholly-owned Subsidiary of NSE.

We also have investments in complementary businesses, including mutual fund registry services, back-end
exchange support services for our platforms, depository services, e-corporate governance, mobile trading solutions
and commodity, power and receivables exchanges.

We continue to expand the range of our asset class coverage as well as the products and services that we offer. In
our trading business, we have launched trading in NSE Bond Futures II, India VIX futures, and derivatives on our
NIFTY 50 index, additional tenors on interest rate futures and sovereign gold bonds. In our data feed business, we
are developing new types of data products to complement our existing data offerings.

We have pursued innovation in our non-trading business to diversify our sources of revenue while strengthening our
trading business. Since our joint marketing agreement with Standard and Poor’s Financial Services in respect of our
NIFTY indices ended in 2013, we have introduced new indices and grown our revenues from indices and data
offerings. To encourage trading among domestic retail investors, we offer web-based and mobile internet trading
through licensed NOW software and introduced financial education programs to teach foundational principles of
investing and money management.

To attract investors to our exchange, we must instill investor confidence in the safety of our markets, which has
driven us to strengthen our Investigation and Surveillance Department and our risk and collateral management
facilities. Our risk-management system operates continuously online to set and update margin requirements for
members and monitor our risk management functions. As part of our risk management framework, we maintain a
Core Settlement Guarantee Fund with total assets of ₹ 9,973.0 million and ₹ 15,577.0 million as of March 31, 2016
and September 30, 2016, respectively, compared to ₹ 6,754.7 million as of March 31, 2015.

Advanced technology platform with a track record of innovation

Our advanced electronic systems for trade execution and post-trade services, including clearing, settlement and risk
management, provide reliable and consistent transaction execution and settlement, which helps us to maintain our
competitive position. We have an experienced team of IT professionals, supported by select third-party IT vendors,
to operate and support our infrastructure and software and create and implement new technologies. We have
developed components of our technology platform in house, as well as improvements to certain of our third-party
developed or licensed technologies, including the National Exchange for Automated Trading, or NEAT, system, our
screen-based trading system. We also license the NOW trading software that provides connectivity to our exchange
through trading terminals, web-based browsers and mobile devices.

Our electronic systems deploy real-time hardware and software monitoring and analytics with self-correction
capability, predictive behavior technology and surveillance of known failure points and unexpected events. To avoid
outages or disruptions, we ensure that our systems have built in redundancy and excess capacity at all times,
implemented regular testing protocols and adopted continuous obsolescence planning to keep our hardware and
systems updated. To minimize cyber security threats, we have implemented a security framework to prevent and
detect system intrusions and internal and external security tools. Our systems have processed an average of
approximately 743 million messages per day for the six months ended September 30, 2016

We are a pioneer in technology and ensure the reliability and performance of our systems through our culture of
innovation and investment in technology. Our investments in technology (including hardware and software)
increased to ₹ 8,400.6 million and ₹ 8,831.0 million in fiscal 2016 and the six months ended September 30, 2016,
respectively, from ₹ 6,063.5 million in fiscal 2012. We have adopted real-time risk monitoring for trading on our

65
exchange. Our launches of electronic, screen-based trading in 1994 and derivatives trading (in the form of index
futures) were each the first of their kind in India. We launched internet trading in 2000, electronic filing system for
listed companies, direct market access, co-location facilities and our mutual fund trading platform in 2009 and
mobile trading for investors in 2010.

Strong and diverse financial profile across established and high-growth business lines

We have enjoyed strong financial results in the past. Our total income has grown at a rate of 31.0% to ₹ 23,591.7
million in fiscal 2016 compared to ₹ 18,010.1 million in fiscal 2012. Our net profit after tax attributable to equity
shareholders increased 10.2% to ₹ 9,752.1 million in fiscal 2016 compared to ₹ 8,848.7 million in fiscal 2012. Our
EBITDA increased to ₹ 16,040.3 million in fiscal 2016 compared to ₹ 13,792.7 million, in fiscal 2012. In the six
months ended September 30, 2016, we had total income of ₹ 13,435.1 million, net profit after tax attributable to
equity shareholders of ₹ 5,883.2 million and EBITDA of ₹ 9,151.4 million. Reflecting the increased diversification
of our business, our revenues from operations (excluding transaction charges from trading on our exchange)
increased 16.6% from ₹ 5,967.5 million in fiscal 2012 to ₹ 6,959.7 million in fiscal 2016 and income from
investments (excluding operating investment income) increased 18.6% from ₹ 3,914.3 million in fiscal 2012 to ₹
4,643.9 million in fiscal 2016.

We have a strong balance sheet and have accumulated significant financial resources which provide us with
strategic flexibility to grow our business. Our consolidated net worth attributable to equity shareholders was ₹
68,676.7 million and ₹ 70,574.7 million as of March 31, 2016 and September 30, 2016, respectively, compared to ₹
52,660.0 million as of March 31, 2012. We had cash and cash equivalents and bank balances other than cash and
cash equivalents (including other non-current bank balances, earmarked deposits and balance in escrow account)
aggregating to ₹ 74,383.6 million, ₹ 50,287.5 million and ₹ 89,377.3 million as of March 31, 2012 and 2016 and
September 30, 2016, respectively. We have a large and diversified long-term investment portfolio that totalled ₹
39,230.5 million and ₹ 34,804.2 million as of March 31, 2016 and September 30, 2016, respectively. Our
investment policy is governed by the SEBI guidelines, which limits our exposure to certain classes of assets that
may be exposed to greater degrees of risk. See “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Key Components of Our Restated Consolidated Statement of Profit & Loss – Income –
Income from Investments” and “Risk Factors – Internal Risks – Declines in interest rates may adversely affect our
results of operations and financial position” on pages 437 and 23, respectively.

Our diversified business model reduces our dependence on our trading business. In fiscal 2016 and the six months
ended September 30, 2016, 37.3% and 36.8% of our revenue from operations, respectively, were generated from
sources other than our trading services and income from investments of deposits received from trading members,
including annual listing fees, revenues from our data feed and index businesses and rack space rental and
connectivity charges related to co-location services. These sources have generally provided us with predictable
sources of revenue from year to year. Though diversified, our businesses are complementary, allowing us to
leverage strong performance in individual products to increase our revenue streams throughout our vertically-
integrated value chain.

Experienced and skilled management team

Our management team has extensive experience in financial market operations with a demonstrated ability to
innovate and grow our business. Our management has strong sector-specific operational and management expertise
and an understanding of the key opportunities and risks associated with our industry and our business. Our
management team is supported by our Board of Directors, which has extensive executive leadership experience in
the public and private sectors across business, regulation and technology.

We have implemented management training, development and progression plans to support our long-term
operations. We periodically rotate members of our management team and non-management employees to different
departments or businesses, which we believe contributes to the integration of our model and facilitates innovation.

Our Business Strategies

We seek to maintain the market leadership position of our exchange through the following strategies:

Diversify our product and service offerings and maintain new product innovation and development

We intend to further diversify our product and service offerings in our trading and non-trading businesses through
innovation and investment in high-growth areas of our businesses.

Changes in listing and trading regulations by the GoI have in the past created, and may create future opportunities
for us to introduce new products for trading on our exchange. For example, we have focused on increasing our
listings of ETFs since the GoI eased its regulations in August 2015 to permit greater investment in ETFs by

66
provident funds. The SEBI has promulgated regulations for the listing of real estate investment trusts, or REITs, and
infrastructure investment trusts, or InvITs, and may authorize new investment products in the future, creating new
opportunities for us to offer trading in new asset classes, particularly in our cash market. We also have numerous
new products under development for which we are awaiting the SEBI’s approval to launch, particularly in our
derivatives business.

We believe that there is strong growth potential for our debt cash market as the majority of fixed income trading
activity in India is still concentrated in the OTC market. The GoI is focused on growing India’s debt capital market
and the Working Group on Development of Corporate Bond Market in India issued recommendations to improve
the regulatory framework for India’s debt market in its August 2016 report. In anticipation of greater interest in
fixed income trading in the future, in June 2016, we launched our NSE Electronic Debt Bidding platform for private
placement issuances of fixed income securities.

We are actively evaluating potential new opportunities in our index and data feed businesses to build on our
established NIFTY indices and market data offerings. For example, we plan to continue licensing our NIFTY
indices for use as benchmarks for derivative and other structured products listed in India and globally. We also plan
to explore opportunities to broaden our data product offerings to remain competitive in the market data industry. In
addition, our Subsidiary, DotEx, was selected by the Central Registry of Securitization Asset Reconstruction and
Security Interest of India, or CERSAI, as the managed service provider for CERSAI’s central KYC registry, which
was launched in July 2016.

Our vertically-integrated business model also presents opportunities for cross-selling between our business lines and
throughout the value chain. We remain focused on encouraging more of our exchange members to trade in multiple
categories of assets on our exchange, attracting our financial education clients to our exchange, marketing our index
and data products to our more sophisticated traders and pursuing other cross-selling opportunities that our business
model creates.

In our commercial technology business, we plan to develop new offerings focused on IT-enabled management
services and analytics as a service. We anticipate our products and services will support product excellence, digital
transformation, cloud and total outsourcing and cyber security and intelligence, particularly among banking and
financial services clients. We may also seek out inorganic growth opportunities, including in the areas of digital
transformation and technology security services.

Increase trading volumes by attracting new issuers and investors to our exchange

We are focused on improving liquidity on our exchange by attracting new issuers, strengthening our domestic
investor base and making our exchange more accessible to foreign investors. We plan to target new types of issuers
looking to access the Indian capital markets to list on our exchange. For example, we launched our EMERGE and
EMERGE-ITP platforms to provide tailored listing alternatives for Indian SMEs seeking access to capital. We are
reaching out to state governments to recommend the launch of SME-focused investment funds to expand the
institutional investor base and attract more SMEs to our platforms. We conduct financial education workshops
through NSE Academy to develop a new generation of investors. As the regulatory environment in India changes,
we intend to diversify our listing acquisition campaigns to target new categories of issuers that become eligible for
public listings in India. By continuously enhancing the quality of our exchange, we will also seek to encourage
Indian companies listed or considering listing abroad to instead list on our exchange.

Our strategy to strengthen our investor base is focused on accommodating the evolving trading needs and
expectations of institutional and other sophisticated traders and investors. We have rolled out co-location facilities
on our premises and provide direct market access connections to our trading systems. We are in the process of
further modernizing our trading infrastructure for algorithmic and high-volume trading and expanding our suite of
derivative products. In addition, we plan to regularly update our traditional trading terminals and internet and mobile
browser-based trading platforms to further improve reliability and trade execution.

We seek to attract additional foreign investors to our exchange and to become the domestic exchange of choice for
foreign investors looking to access the Indian capital markets. We offer foreign investors access to Indian
corporates, including all companies that comprise our NIFTY 50 index, and we have expanded our index and
currency derivatives offerings to provide foreign investors with more opportunities to gain exposure to the Indian
capital markets. We expect to continue our international marketing efforts in select markets, which in the past have
entailed participation in conferences, trade shows, roadshows and meetings with institutional investors in Singapore,
Hong Kong, New York and London. We have also sought approval from the U.S. Commodity Futures Trading
Commission in August 2007, which we updated in December 2015, to expand our marketing and customer
acquisition efforts in the United States and plan to explore additional opportunities to increase our international
footprint and outreach.

67
Finally, we continuously evaluate and refine our pricing strategy for each class of assets traded on our exchange and
offer incentive schemes for individual asset classes from time to time.

Maintain and upgrade infrastructure and technology

We believe that our advanced electronic systems for trade execution and post-trade services are our competitive
strength. We are committed to continually improving our core IT capabilities and platform infrastructure in order to
maintain our systems’ reliability, performance and security and enhance our customers’ experience. We have
regularly allocated substantial resources towards upgrading our information technology systems and infrastructure,
with the over-arching goals of achieving higher capacity and lower latency, improving market efficiency and
transparency, enhancing user access and providing flexibility for future business growth and market needs. We
continually monitor and add processing capacity to safeguard against system disruptions during periods of high
trading activity. We also seek to increase trading volume and turnover by optimizing our trading platforms to
improve efficiency and reduce costs.

We plan to develop and implement initiatives to maintain and improve our system infrastructure and technology and
our front- and back-end functions in response to technological developments, customer demand and competitive
pressures. We are working toward integrating FinTech innovations into our businesses, including distributed ledger
and block chain technology, big data analytics and machine learning. We participated in Hyperledger’s Open Source
Forum for blockchain technologies, are pursuing FinTech collaborations with third parties and plan to continue
investing in technology innovation and working to bring FinTech-driven solutions to market in the future.

Pursue additional partnerships and collaborations in the global exchange ecosystem

We intend to further increase our brand recognition and diversify our product and service offerings by pursuing
partnerships and collaborations with other leading global stock exchanges, market participants, technology providers
and financial institutions throughout the global exchange ecosystem.

We have entered into cross-listing and licensing arrangements with the Singapore Exchange, the Chicago
Mercantile Exchange, the Osaka Exchange and the TAIFEX to provide for trading of derivatives benchmarked to
our NIFTY 50 index and other NIFTY indices on foreign exchanges. As a result of these partnerships, derivatives
benchmarked to NIFTY indices are traded on four exchanges around the world, including U.S. Dollar denominated
futures linked to our NIFTY 50, NIFTY Bank, NIFTY IT, NIFTY CPSE and NIFTY Midcap 50 indices traded on
the Singapore Exchange, U.S. Dollar denominated futures linked to our NIFTY 50 futures traded on the Chicago
Mercantile Exchange, Yen-denominated NIFTY 50 futures traded on the Osaka Exchange and New Taiwan Dollar
denominated NIFTY 50 futures traded on the TAIFEX. Also in 2016, 6 ETFs linked to NIFTY indices were
launched in international markets, including Hong Kong, Taiwan and South Korea. As of September 30, 2016, ETFs
linked to NIFTY indices were listed on 17 exchanges in 15 countries.

Our arrangements with international stock exchanges also contribute to the liquidity of our markets. For example,
our collaboration with the Chicago Mercantile Exchange enables us to offer Rupee-denominated derivatives
benchmarked to the S&P 500® and the Dow Jones Industrial Average™ on our exchange. Our non-NIFTY index
derivatives turnover were ₹ 77,604,283.4 million and ₹ 111,933,910.1 million in fiscal 2016 and the six months
ended September 30, 2016, compared to ₹ 6,980,172.2 million in fiscal 2012.

We have entered into a memorandum of understanding with the LSE to explore opportunities for collaboration, such
as the establishment of a research center in GIFT City (defined herein). We also will continue to explore organic and
external opportunities to expand into new markets and products in our non-trading businesses, including in the areas
of indices, data analytics, digital transformation and technology solutions.

Capture growth in the underpenetrated Indian financial markets

We intend to further strengthen our brand and market leadership position by reaching investors in more geographic
locations and from different backgrounds across India. We plan to conduct investor awareness programs, pursue tie-
ups with state-level education boards and universities to offer post-graduate and certificate programs and conduct
conferences and seminars around our product and service offerings. Our past financial inclusion initiatives include
state financial literacy programs that were developed together with the Tamil Nadu and Himachal Pradesh state
education boards and are administered outside of India’s metropolitan centers.

To introduce more first-time investors to the Indian markets and attract them to our exchange, our outreach,
advertising and expansion initiatives seek to transform India’s strong culture of saving into an “equity culture”. We
plan to intensify our outreach and advertising programs directed at younger Indians through our wholly-owned
Subsidiary, NSE Academy, which promotes financial literacy as a necessary life skill. NSE Academy’s initiatives,
including partnerships with state and national school boards and schools, interactive courses on personal finance and

68
certification programs, teach school children, homemakers and other non-finance professionals the value of
investing, provide an introduction to the Indian capital markets and help to develop new market professionals.

Amid the recent trend of increasing mobile and internet penetration in India, we license NOW, our web-based and
mobile trading platform, which is targeted towards the growing number of mobile phone users in India and positions
us to increase our market share among internet and mobile traders. Assuming that mobile and internet penetration
increases in India, we anticipate that investment in our trading platforms will enable us to attract more members to
our exchange from areas outside of India’s major commercial centers.

Indian capital markets are comparatively underpenetrated with significant potential for further growth according to
the Oliver Wyman Report:

 financial savings in India totalled approximately $0.5 trillion as of 2015, comprising 56% of bank deposits
and only 7% of investments in direct equities;

 foreign direct investment in India accounted for only approximately 2% of India’s GDP in 2015 despite
increasing from $28 billion to $34 billion to $44 billion in 2013, 2014 and 2015, respectively; and

 in 2015, India’s market capitalization to GDP ratio was 73% compared to 140% in the United States, and
India’s cash turnover velocity was 53% compared to 268% in the United States.

Establishment of an international exchange in GIFT City

We have incorporated two Subsidiary companies, NSE IFSC Limited and NSE IFSC Clearing Corporation Limited,
and applied to the SEBI for in-principle approval to establish international exchange and clearing corporation
businesses in Gujarat International Finance Tech City – International Financial Service Centre, or GIFT City, which
is a special economic zone under development to become India’s first international financial services center. These
proposed new businesses are intended to expand our trading business and to grow our market share by capturing
trading volumes that in the past have shifted outside of India in search of lower transaction costs and higher position
limits. Stock exchanges operating in the GIFT IFSC will be permitted to offer trading in securities in any currency
other than the Indian rupee. Subject to SEBI approval, trading would be permitted in equity shares of companies
incorporated outside of India, depository receipts, debt securities of eligible issuers, currency, index, interest rate
and non-agriculture commodity derivatives and all categories of exchange traded products that are available for
trading in stock exchanges in FATF/IOSCO compliant jurisdictions. NSE IFSC Limited would also be permitted to
offer longer trading days than what stock exchanges are currently permitted to do. We will be conducting marketing
and familiarization activities to keep prospective investors informed about the framework of operations of NSE
IFSC and NSE IFSC Clearing Corporation, as we have in the past for the launch of new businesses, products, and
services.

69
 SUMMARY OF FINANCIAL INFORMATION

You should read the following summary financial information together with our consolidated Restated Financial
Information and standalone Restated Financial Information as of and for the half year ended September 30, 2016,
and the fiscal years ended March 31, 2016, 2015, 2014, 2013 and 2012, including the significant accounting
policies and notes thereto and reports thereon beginning on pages 215 and 337. Our fiscal year ends on March 31
of each year, and all references to a particular fiscal year are to the twelve-month period ended March 31 of that
year.

Our consolidated Restated Financial Information and standalone Restated Financial Information have been
prepared under Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting
Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 to the extent applicable. Our
consolidated Restated Financial Information and standalone Restated Financial Information have been compiled
from the audited consolidated and standalone financial statements of our Company for the respective years under
the previous generally accepted accounting principles followed in India (“Indian GAAP”) and from the audited
condensed consolidated and standalone financial statements as of and for the half year ended September 30, 2016
prepared under Ind AS. The consolidated Restated Financial Information and standalone Restated Financial
Information, as of and for the years ended March 31, 2015, 2014, 2013 and 2012, are referred to as “proforma”
and are prepared after making adjustments and in accordance with applicable rules, regulations and the ICAI
Guidance Note on Reports in Company Prospectuses (Revised 2016). For further information, please see the
consolidated Restated Financial Information and standalone Restated Financial Information which begin on pages
215 and 337, respectively.

We have presented reconciliation between Indian GAAP and Ind AS in accordance with Ind AS 101 First-time
Adoption of Indian Accounting Standard; please see Note 41 to the consolidated Restated Financial Information
and Note 41 to the standalone Restated Financial Information beginning on pages 312 and 399, respectively.

[This page has been left blank intentionally]

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 RESTATED CONSOLIDATED SUMMARY INFORMATION OF ASSETS AND LIABILITIES

(₹ in million)
As at As at As at As at As at As at
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
ASSETS
Non-current assets
Property, plant and equipment 4,958.9 5,071.8 4,958.1 4,523.8 4,490.3 3,956.5
Capital work-in-progress 200.2 150.6 56.3 103.8 159.4 74.2
Goodwill 673.5 673.5 673.5 673.5 17.6 17.6
Other intangible assets 506.3 458.8 332.0 351.7 394.7 444.1
Intangible assets under development 233.8 233.1 113.9 57.4 109.7 81.5
Investment in associates/ joint venture 7,501.2 7,082.9 6,529.8 6,136.5 1,922.4 1,747.2
accounted for using the equity method
Financial assets
- Investments 27,303.0 32,147.6 15,358.5 10,221.7 4,075.6 5,535.5
- Other financial assets
Non-current bank balances 6,411.7 5,215.9 8,658.8 8,899.2 10,689.7 10,337.2
Others 341.1 638.5 341.5 756.5 331.4 440.8
Income tax assets (net) 3,103.8 2,841.2 989.2 1,114.8 1,006.4 994.4
Deferred tax assets (net) 27.4 18.6 1,587.3 1,408.5 822.2 290.9
Other non-current assets 182.8 142.4 240.8 199.9 158.3 166.7
Total non-current assets 51,443.7 54,674.9 39,839.7 34,447.3 24,177.7 24,086.6
Current assets
Inventories 0.2 0.3 0.4 0.1 0.1 0.4
Financial assets
- Investments 47,790.4 31,810.7 31,870.4 13,949.9 16,803.9 10,306.7
- Trade receivables 3,041.4 2,785.1 2,287.0 2,157.6 1,559.8 1,817.4
- Cash and cash equivalents 70,025.6 29,447.4 22,945.7 42,975.5 25,701.0 27,071.4
- Bank balances other than cash and 12,940.0 15,624.2 19,438.8 35,614.0 32,767.4 36,975.0
cash equivalents
- Other financial assets 1,361.7 1,567.3 3,782.2 3,410.7 2,950.4 1,856.6
Other current assets 669.2 499.7 368.0 632.9 551.9 290.0
Total current assets 135,828.5 81,734.7 80,692.5 98,740.7 80,334.5 78,317.5
TOTAL ASSETS 187,272.2 136,409.6 120,532.2 133,188.0 104,512.2 102,404.1
EQUITY AND LIABILITIES
EQUITY
Equity share capital 450.0 450.0 450.0 450.0 450.0 450.0
Other equity 70,124.7 68,226.7 63,777.7 60,981.8 56,811.3 52,210.0
Equity attributable to owners of 70,574.7 68,676.7 64,227.7 61,431.8 57,261.3 52,660.0
National Stock Exchange of India
Limited
Non Controlling Interest - - - - 345.6 269.4
TOTAL EQUITY 70,574.7 68,676.7 64,227.7 61,431.8 57,606.9 52,929.4
CORE SETTLEMENT
GUARANTEE FUND
- Core Settlement Guarantee Fund 15,577.0 9,973.0 6,754.7 - - -
paid
- Core Settlement Guarantee Fund 3,036.3 6,858.1 5,227.7 4,501.2 2,194.0 -
payable
18,613.3 16,831.1 11,982.4 4,501.2 2,194.0 -
LIABILITIES
Non-current liabilities
Other financial liabilities 88.6 85.7 80.3 75.7 71.8 68.5
Provisions 155.2 112.6 98.7 84.2 31.1 14.1
Deferred tax liabilities (net) 1,267.8 905.0 356.3 252.9 160.1 115.4
Other non-current liabilities 53.9 53.9 53.9 53.9 53.9 53.9
Total non-current liabilities 1,565.5 1,157.2 589.2 466.7 316.9 251.9
Current liabilities
Financial liabilities

71
 As at As at As at As at As at As at
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
- Deposits 17,873.0 16,751.5 16,635.7 16,790.4 16,928.9 16,990.7
- Trade payables 793.1 664.3 562.7 737.7 563.3 650.2
- Other financial liabilities 68,124.2 28,659.1 23,026.3 46,034.9 24,615.7 28,395.5
86,790.3 46,074.9 40,224.7 63,563.0 42,107.9 46,036.4
Provisions 578.0 486.0 386.5 334.2 213.7 410.1
Income tax liabilities (net) 357.5 182.6 517.3 490.4 607.6 592.7
Other current liabilities 8,792.9 3,001.1 2,604.4 2,400.7 1,465.2 2,183.6
Total current liabilities 96,518.7 49,744.6 43,732.9 66,788.3 44,394.4 49,222.8
TOTAL LIABILITIES 98,084.2 50,901.8 44,322.1 67,255.0 44,711.3 49,474.7
TOTAL EQUITY AND 187,272.2 136,409.6 120,532.2 133,188.0 104,512.2 102,404.1
LIABILITIES

The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in
Annexure V, Notes to the Restated Consolidated Financial information appearing in Annexure VI and Statement of
adjustments to Audited Consolidated Financial Statement appearing in Annexure VII of the consolidated Restated
Financial Information, beginning on page 215.

72
 RESTATED CONSOLIDATED SUMMARY INFORMATION OF PROFIT & LOSS

(₹ in Millions)
Particulars For the For the For the For the For the For the
half year year year year year year
ended ended ended ended ended ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Income
Revenue from operations 10,337.2 18,635.4 17,296.0 13,630.9 12,801.9 13,614.4
Other income 3,097.9 4,956.3 5,614.4 5,575.4 5,334.3 4,395.7
Total income 13,435.1 23,591.7 22,910.4 19,206.3 18,136.2 18,010.1
Expenses
Employee benefits expense 1,222.1 2,179.8 1,891.4 1,744.5 1,745.2 1,648.6
Depreciation and amortisation 598.6 1,089.2 932.9 840.0 855.0 981.9
expense
Other expenses 2,275.9 3,939.8 3,752.3 3,352.1 3,156.8 2,764.3
Total expenses 4,096.6 7,208.8 6,576.6 5,936.6 5,757.0 5,394.8
Profit before exceptional item, 9,338.5 16,382.9 16,333.8 13,269.7 12,379.2 12,615.3
share of net profits of investments
accounted for using equity method
and tax
Share of net profit of associates and 555.0 911.5 732.5 314.2 235.1 195.5
joint ventures accounted by using
equity method
Profit before exceptional item and 9,893.5 17,294.4 17,066.3 13,583.9 12,614.3 12,810.8
tax
Add : Profit on sale of investment in - - - 441.8 - -
equity instruments of associates /
subsidiary
Profit before contribution to Core 9,893.5 17,294.4 17,066.3 14,025.7 12,614.3 12,810.8
Settlement Guarantee Fund and tax
Less : Contribution to Core Settlement (1,340.7) (2,343.3) (2,229.7) (2,548.2) (2,194.0) -
guarantee fund (Core SGF)
Profit before tax 8,552.8 14,951.1 14,836.6 11,477.5 10,420.3 12,810.8
Less : Tax expense
Current tax 2,363.5 3,020.3 4,878.6 4,452.4 3,814.2 3,935.5
Deferred tax expense 306.1 2,178.7 19.9 (496.1) (531.0) (44.1)
Total tax expenses 2,669.6 5,199.0 4,898.5 3,956.3 3,283.2 3,891.4
Net Profit after tax as restated (A) 5,883.2 9,752.1 9,938.1 7,521.2 7,137.1 8,919.4
Other comprehensive income
Items that will be reclassified to profit
or loss
Changes in fair value of FVOCI 348.0 (79.7) (25.6) (15.0) (1.6) -
debt instruments
Income tax relating to items that will
be reclassified to profit or loss
Changes in fair value of FVOCI (120.4) 27.6 8.9 5.1 0.5 -
debt instruments
Items that will not be reclassified to
profit or loss
Remeasurements of post- (103.6) (27.9) (42.3) 7.9 (28.4) (9.9)
employment benefit obligations
Share of other comprehensive (5.6) (2.7) (13.0) 3.1 0.2 -
income of associates and Joint
Ventures accounted for using the
equity method
Changes in fair value of FVOCI 50.7 215.7 43.2 (995.0) (285.0) 728.6
equity instruments
Income tax relating to items that will
not be reclassified to profit or loss
Remeasurements of post- 41.4 9.2 11.5 (2.5) 8.9 3.3

73
 Particulars For the For the For the For the For the For the
half year year year year year year
ended ended ended ended ended ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
employment benefit obligations
Share of other comprehensive 1.9 0.9 4.4 (1.1) (0.1) -
income of associates and Joint
Ventures accounted for using the
equity method
Changes in fair value of FVOCI (4.3) (41.3) (7.4) (9.2) (53.8) 196.8
equity instruments
Total other comprehensive income 208.1 101.8 (20.3) (1,006.7) (359.3) 918.8
for the period / year, net of taxes (B)
Total comprehensive income for the 6,091.3 9,853.9 9,917.8 6,514.5 6,777.8 9,838.2
period / year as restated (A+B)
Material restatement adjustments - 3,443.9 (313.6) (1,647.9) (1,482.3) -
Profit is attributable to :
Owners of National Stock 5,883.2 9,752.1 9,938.1 7,486.7 7,052.1 8,848.7
Exchange of India Limited
Non Controlling Interest - - - 34.5 85.0 70.7
Other comprehensive income is
attributable to :
Owners of National Stock 208.1 101.8 (20.3) (1,006.7) (359.3) 918.8
Exchange of India Limited
Non Controlling Interest - - - - - -
Total comprehensive income is
attributable to :
Owners of National Stock 6,091.3 9,853.9 9,917.8 6,480.0 6,692.8 9,767.5
Exchange of India Limited
Non Controlling Interest - - - 34.5 85.0 70.7

The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in
Annexure V, Notes to the Restated Consolidated Financial Information appearing in Annexure VI and Statement of
adjustments to Audited Consolidated Financial Statement appearing in Annexure VII of the consolidated Restated
Financial Information, beginning on page 215.

74
 RESTATED CONSOLIDATED SUMMARY INFORMATION OF CASH FLOW

(₹ in Millions)
For the For the For the For the For the For the
half year year year year year year
ended ended ended ended ended ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
A) CASH FLOWS FROM
OPERATING ACTIVITIES
PROFIT BEFORE INCOME 8,552.8 14,951.1 14,836.6 11,477.5 10,420.3 12,810.8
TAX
Adjustments for
Depreciation and amortisation 598.6 1,089.2 932.9 840.0 855.0 981.9
expense
Interest income from financial (770.0) (2,444.4) (2,894.7) (4,352.5) (4,452.5) (3,267.7)
assets at amortised cost
Interest income from investment (325.8) (810.5) (148.2) (24.5) (0.8) -
at designated at fair value
through other comprehensive
income
Dividend income (26.5) (15.0) (13.7) (155.3) (314.7) (373.0)
Net gain on financial assets (1,191.6) (30.8) (87.4) (135.0) 34.6 (57.1)
mandatorily measured at fair
value through profit or loss
Net gain on sale of investments (727.2) (1,343.2) (1,962.9) (312.8) (117.3) (219.5)
Net (gain) / loss on disposal of (1.4) (60.5) 2.5 6.0 7.9 4.8
property, plant and equipment
Doubtful debts written off 0.7 0.6 0.4 0.1 - 1.0
Provision for Doubtful Debts - 2.1 1.0 0.4 - -
Profit on sale of investment in - - - (441.8) - -
equity instruments of associates
/ subsidiary
Impairment in value of 50.1 - - - - -
Investments
Share of net profit of associates (555.0) (911.5) (732.5) (314.2) (235.1) (195.5)
and joint ventures accounted by
using equity method
Change In operating assets
and liabilities
(Increase)/Decrease in trade (257.0) (500.8) (130.8) (598.3) 257.6 140.6
receivables
(Increase)/Decrease inventories 0.1 0.1 (0.3) - 0.3 (0.1)
Increase/(Decrease) in trade 128.8 101.6 (175.0) 174.4 (86.9) 17.4
payables
(Increase)/Decrease in other 454.9 1,774.4 (246.8) (240.5) (340.2) 24.4
financial assets
(Increase)/Decrease in other (200.0) (113.7) 267.2 (100.8) (281.2) 22.8
assets
Increase/(Decrease) in other 39,476.0 5,568.7 (23,013.3) 21,520.1 (3,907.3) (4,185.6)
financial liabilities
Increase/(Decrease) in 31.1 85.4 24.5 181.5 (207.7) 65.3
provisions
Increase/(Decrease) in other 5,793.0 391.9 208.5 926.8 (718.0) 166.2
liabilities
Refund / proceed of deposit 1,121.4 115.7 (154.6) (138.5) (61.8) 0.4
Change in Core Settlement 1,539.5 3,750.0 4,032.3 2,307.2 2,194.0 -
Guarantee Fund balance
CASH GENERATED / (USED) 53,692.4 21,600.4 (9,254.3) 30,619.8 3,046.2 5,937.1
FROM OPERATIONS
Income taxes paid (2,451.2) (5,207.0) (4,726.1) (4,678.0) (3,811.3) (3,844.5)
NET CASH INFLOW / 51,241.3 16,393.4 (13,980.4) 25,941.8 (765.1) 2,092.6

75
 For the For the For the For the For the For the
half year year year year year year
ended ended ended ended ended ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
OUTFLOW FROM
OPERATING ACTIVITIES -
TOTAL (A)
B) CASH FLOWS FROM
INVESTING ACTIVITIES
Payment for property, plant and (601.6) (1,405.1) (1,521.0) (1,514.7) (1,319.5) (855.6)
equipment
Proceeds from property, plant 1.6 72.3 0.3 11.5 17.3 5.8
and equipment
Payment / proceeds from (8,914.1) (15,037.3) (20,064.4) (5,799.6) (4,963.5) (83.4)
investments
Payment for acquisition of - - - (1,000.6) - -
subsidiary
Payment / proceeds from fixed 1,488.4 7,257.5 16,415.6 (1,056.1) 3,855.1 (3,126.2)
deposits
Interest received 1,286.7 3,512.6 2,686.6 3,549.5 3,591.6 2,587.4
Dividend received 26.5 15.0 13.7 155.3 314.7 373.0

NET CASH INFLOW / (6,712.5) (5,585.0) (2,469.2) (5,654.7) 1,495.7 (1,099.0)

(OUTFLOW) FROM
INVESTING ACTIVITIES -
TOTAL (B)
C) CASH FLOWS FROM
FINANCING ACTIVITIES
Transactions with Non - - - (380.1) (8.9) -
Controlling Interest
Dividend paid (including (3,950.6) (4,306.7) (3,580.2) (2,632.5) (2,092.1) (1,094.3)
dividend distribution tax)

NET CASH OUTFLOW (3,950.6) (4,306.7) (3,580.2) (3,012.6) (2,101.0) (1,094.3)

FROM FINANCING
ACTIVITIES -
TOTAL (C)

NET INCREASE / 40,578.2 6,501.7 (20,029.8) 17,274.5 (1,370.4) (100.7)

(DECREASE) IN CASH AND
CASH EQUIVALENTS
(A)+(B)+(C)
CASH AND CASH 29,447.4 22,945.7 42,975.5 25,701.0 27,071.4 27,172.1
EQUIVALENTS AT THE
BEGINNING OF THE
PERIOD
CASH AND CASH 70,025.6 29,447.4 22,945.7 42,975.5 25,701.0 27,071.4
EQUIVALENTS AT END OF
THE PERIOD *
* Includes amount received
from members towards
settlement obligation and
margin money. (Refer Note 11
& 16)
NET INCREASE / 40,578.2 6,501.7 (20,029.8) 17,274.5 (1,370.4) (100.7)
(DECREASE) IN CASH AND
CASH EQUIVALENT
Reconciliation of cash and cash
equivalents as per the cash flow
statement
Cash and cash equivalents as per

76
 For the For the For the For the For the For the
half year year year year year year
ended ended ended ended ended ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
above comprise of the following
Cash and cash equivalents 70,025.6 29,447.4 22,945.7 42,975.5 25,701.0 27,071.4
Bank overdrafts - - - - - -
Balances per statement of cash 70,025.6 29,447.4 22,945.7 42,975.5 25,701.0 27,071.4
flows

The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in
Annexure V, Notes to the restated financial information appearing in Annexure VI and Statement of adjustments to
Audited Consolidation Financial Statement appearing in Annexure VII of the consolidated Restated Financial
Information, beginning on page 215.

77
 RESTATED STANDALONE SUMMARY INFORMATION OF ASSETS AND LIABILITIES
(₹ in million)
As at As at As at As at As at As at
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
ASSETS
Non-current assets
Property, plant and equipment 4,877.3 4,985.1 4,874.5 4,384.1 4,301.7 3,745.0
Capital work-in-progress 193.3 144.3 51.5 103.8 158.0 73.3
Intangible assets 436.9 426.0 317.1 327.1 373.2 424.9
Intangible assets under development 203.0 231.1 113.9 57.4 109.7 81.5
Investment in subsidiaries and 8,942.3 8,942.3 8,933.0 8,933.0 1,732.5 1,300.4
associates
Financial assets
- Investments 23,313.3 28,291.4 12,583.7 7,198.3 3,512.6 3,974.1
- Other financial assets
Non-current bank balances 1,601.8 2,808.6 5,482.2 6,123.6 6,867.0 6,262.2
Others 196.5 231.5 171.3 535.3 214.4 268.6
Income tax assets (net) 2,888.6 2,576.5 676.6 726.1 722.2 716.0
Deferred tax assets (net) - - 1,574.7 1,402.1 807.3 180.7
Other non-current assets 167.6 138.9 238.3 194.3 146.8 150.3
Total non-current assets 42,820.6 48,775.7 35,016.8 29,985.1 18,945.4 17,177.0
Current assets
Financial assets
- Investments 34,804.8 15,980.1 21,300.0 7,428.1 11,854.6 7,196.2
- Trade receivables 2,380.7 2,249.4 1,694.2 1,515.2 1,220.3 1,384.8
- Cash and cash equivalents 815.3 506.5 327.0 261.9 2,660.8 761.7
- Bank balances other than cash and 2,861.5 11,409.6 14,291.8 28,204.9 24,976.2 27,502.7
cash equivalents
- Other financial assets 361.7 999.1 1,333.2 2,166.9 2,046.8 1,339.5
Other current assets 846.0 728.3 527.2 790.1 688.1 320.6
Total current assets 42,070.0 31,873.0 39,473.4 40,367.1 43,446.8 38,505.5
TOTAL ASSETS 84,890.6 80,648.7 74,490.2 70,352.2 62,392.2 55,682.5
EQUITY AND LIABILITIES
EQUITY
Equity share capital 450.0 450.0 450.0 450.0 450.0 450.0
Other equity 58,970.0 56,757.3 52,852.7 48,838.5 43,903.4 38,942.8
TOTAL EQUITY 59,420.0 57,207.3 53,302.7 49,288.5 44,353.4 39,392.8
LIABILITIES
Non-current liabilities
Other financial liabilities 88.6 85.7 80.3 75.7 71.8 68.5
Provisions 148.1 102.5 93.1 84.2 26.7 9.6
Deferred tax liabilities (net) 506.5 319.3 - - - -
Other non-current liabilities 53.9 53.9 53.9 53.9 53.9 53.9
Total non-current liabilities 797.1 561.4 227.3 213.8 152.4 132.0
Current liabilities
Financial liabilities
- Deposits 11,100.3 10,984.5 10,934.7 11,209.2 11,530.5 11,858.6
- Trade payables 813.2 668.0 477.4 432.7 443.8 533.4
- Other financial liabilities 1,047.6 1,042.7 1,243.8 1,724.2 1,758.5 992.5
12,961.1 12,695.2 12,655.9 13,366.1 13,732.8 13,384.5
Provisions 408.4 436.0 343.1 310.2 183.9 384.9
Income tax liabilities (net) 115.8 20.5 365.4 281.7 479.9 460.8
Other current liabilities 11,188.2 9,728.3 7,595.8 6,891.9 3,489.8 1,927.5
Total current liabilities 24,673.5 22,880.0 20,960.2 20,849.9 17,886.4 16,157.7
TOTAL LIABILITIES 25,470.6 23,441.4 21,187.5 21,063.7 18,038.8 16,289.7
TOTAL EQUITY AND 84,890.6 80,648.7 74,490.2 70,352.2 62,392.2 55,682.5
LIABILITIES

78
The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in
Annexure V, Notes to the Restated Financial Information appearing in Annexure VI and Statement of adjustments
to Audited Standalone Financial Statement appearing in Annexure VII of standalone Restated Financial
Information, beginning on page 337.

79
 RESTATED STANDALONE SUMMARY INFORMATION OF PROFIT & LOSS

(₹ in million)
Particulars For the For the For the For the For the For the
half year year year year year year
ended ended ended ended ended ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Income
Revenue from operations 8,266.3 14,729.7 13,643.4 10,797.1 9,976.9 10,627.0
Other income 4,134.0 5,573.7 5,551.1 5,901.8 6,386.4 4,432.4
Total income 12,400.3 20,303.4 19,194.5 16,698.9 16,363.3 15,059.4
Expenses
Employee benefits expense 587.3 1,062.9 895.8 816.6 750.6 713.6
Clearing & settlement charges 493.2 985.4 911.8 756.3 720.9 1,157.7
Depreciation and amortisation 567.3 1,030.9 857.9 769.7 770.3 890.2
expense
Other expenses 2,029.8 3,732.0 3,664.4 3,159.6 3,031.2 2,679.4
Total expenses (excluding 3,677.6 6,811.2 6,329.9 5,502.2 5,273.0 5,440.9
contribution to Core Settlement
Guarantee Fund)
Profit before exceptional item and 8,722.7 13,492.2 12,864.6 11,196.7 11,090.3 9,618.5
contribution to Core Settlement
Guarantee Fund and tax
Add : Profit on sale of investment in - - - 1,946.6 363.8 -
equity instruments in subsidiaries and
associates
Profit before contribution to Core 8,722.7 13,492.2 12,864.6 13,143.3 11,454.1 9,618.5
Settlement Guarantee Fund and tax
Less : Contribution to Core Settlement (1,340.7) (2,343.3) (2,229.7) (2,548.2) (2,194.0) -
guarantee fund (Core SGF)
Profit before tax 7,382.0 11,148.9 10,634.9 10,595.1 9,260.1 9,618.5
Less: Income tax expense
Current tax 1,670.0 1,450.0 3,300.0 3,199.3 2,815.1 2,670.0
Deferred tax expense/(credit) 89.4 1,894.8 (129.7) (600.7) (672.0) (53.9)
Total tax expenses 1,759.4 3,344.8 3,170.3 2,598.6 2,143.1 2,616.1
Net profit after tax as restated (A) 5,622.6 7,804.1 7,464.6 7,996.5 7,117.0 7,002.4
Other comprehensive income
Items that will be reclassified to profit
or loss
Changes in fair value of FVOCI 348.0 (79.7) (25.6) (15.0) (1.6) -
debt instruments
Income tax relating to items that will
be reclassified to profit or loss
Changes in fair value of FVOCI (120.4) 27.6 8.9 5.1 0.5 -
debt instruments
Items that will not be reclassified to
profit or loss
Remeasurements of post- (77.6) (21.0) (22.1) 3.9 (24.5) 0.1
employment benefit obligations
Changes in fair value of FVOCI 50.7 215.7 43.2 (995.0) (285.0) 728.6
equity instruments
Income tax relating to items that will
not be reclassified to profit or loss
Remeasurements of post- 26.8 7.3 7.4 (1.9) 8.0 (0.1)
employment benefit obligations
Changes in fair value of FVOCI (4.3) (41.3) (7.4) (9.2) (53.8) 196.8
equity instruments
Total other comprehensive income 223.2 108.6 4.4 (1,012.1) (356.4) 925.4
for the period, net of taxes (B)
Total comprehensive income for the 5,845.8 7,912.7 7,469.0 6,984.4 6,760.6 7,927.8
year as restated (A+B)

80
 Particulars For the For the For the For the For the For the
half year year year year year year
ended ended ended ended ended ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Material restatement adjustments - 3,447.4 (317.1) (1,648.2) (1,482.2) -

The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in
Annexure V, Notes to the Restated Financial Information appearing in Annexure VI and Statement of adjustments
to Audited Standalone Financial Statement appearing in Annexure VII of standalone Restated Financial
Information, beginning on page 337.

81
 RESTATED STANDALONE INFORMATION OF CASH FLOW

(₹ in million)
For the For the For the For the For the For the
half year year year year year year
ended ended ended ended ended ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
A) CASH FLOWS FROM
OPERATING ACTIVITIES
PROFIT BEFORE INCOME 7,382.0 11,148.9 10,634.9 10,595.1 9,260.1 9,618.5
TAX
Adjustments for
Depreciation and amortisation 567.3 1,030.9 857.9 769.7 770.3 890.2
expense
Interest income from financial (564.5) (2,052.7) (2,223.4) (3,469.7) (3,495.8) (2,489.7)
assets at amortised cost
Interest income from investment (325.8) (810.5) (148.2) (24.5) (0.9) -
at designated at fair value
through other comprehensive
income
Dividend income (1,626.5) (1,501.1) (1,161.5) (1,664.8) (2,330.2) (1,165.3)
Net (gain) / loss on financial (994.9) 70.6 (5.8) 1.0 84.3 (5.3)
assets mandatorily measured at
fair value through profit or loss
Net gain on sale of investments (538.5) (950.1) (1,474.8) (2,161.9) (487.1) (213.7)
Net (gain) / loss on disposal of (1.4) (60.5) 2.5 6.0 8.0 4.2
property, plant and equipment
Doubtful debts written off 0.7 2.1 - 0.4 - 0.2
Wealth Tax - (11.4) 5.0 2.0 2.0 2.0
Change In operating assets and
liabilities
(Increase)/Decrease in trade (132.0) (557.3) (179.0) (295.3) 164.5 102.3
receivables
Increase/(Decrease) in trade 145.2 190.5 44.7 (11.1) (89.5) 27.3
payables
(Increase)/Decrease in other 220.2 56.3 736.6 157.4 (155.5) (305.1)
financial assets
(Increase)/Decrease in other (149.6) (182.9) 261.8 (127.7) (375.6) 236.8
assets
Increase/(Decrease) in other 15.8 (265.1) (485.1) 66.4 638.5 (51.7)
financial liabilities
Increase/(Decrease) in provisions (59.5) 81.3 19.6 187.8 (208.5) 65.4
Refund / proceed of deposit 115.8 49.9 (274.6) (321.3) (328.1) 1.0
Increase/(Decrease) in other 1,459.9 2,132.4 704.2 3,402.1 1,562.5 117.5
liabilities
CASH GENERATED FROM 5,514.1 8,371.3 7,314.8 7,111.7 5,019.0 6,834.7
OPERATIONS
Income taxes paid (1,886.8) (3,690.7) (3,171.8) (3,403.4) (2,804.2) (2,613.9)
NET CASH INFLOW FROM 3,627.3 4,680.6 4,143.0 3,708.3 2,214.8 4,220.8
OPERATING ACTIVITIES -
TOTAL (A)
B) CASH FLOWS FROM
INVESTING ACTIVITIES
Payment for property, plant and (496.6) (1,321.1) (1,478.9) (835.4) (1,267.2) (814.7)
equipment
Proceeds from property, plant 1.8 71.9 0.4 11.4 13.4 5.4
and equipment
Payment / proceeds from (11,963.0) (9,379.5) (17,136.6) (4,913.2) (4,317.8) (3,247.9)
investments
Payment / proceeds from fixed 9,754.9 5,555.9 14,554.4 (2,485.3) 1,921.7 (2,307.8)
deposits

82
 For the For the For the For the For the For the
half year year year year year year
ended ended ended ended ended ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Interest received 1,390.9 3,078.7 2,210.2 2,826.7 2,804.0 1,932.5
Dividend received from 1,626.5 1,501.1 1,161.5 1,664.8 2,330.2 1,165.3
subsidiaries, associate companies
and others
NET CASH INFLOW / 314.6 (493.0) (689.0) (3,730.9) 1,484.3 (3,267.2)
(OUTFLOW) FROM
INVESTING ACTIVITIES -
TOTAL (B)
C) CASH FLOWS FROM
FINANCING ACTIVITIES

Dividend paid (including (3,633.1) (4,008.1) (3,388.9) (2,376.2) (1,800.0) (945.0)

dividend distribution tax)
NET CASH OUTFLOW FROM (3,633.1) (4,008.1) (3,388.9) (2,376.2) (1,800.0) (945.0)
FINANCING ACTIVITIES -
TOTAL (C)
NET INCREASE / 308.8 179.5 65.1 (2,398.9) 1,899.1 8.6
(DECREASE) IN CASH AND
CASH EQUIVALENTS
(A)+(B)+(C)
CASH AND CASH 506.5 327.0 261.9 2,660.8 761.7 753.1
EQUIVALENTS AT THE
BEGINNING OF THE PERIOD
CASH AND CASH 815.3 506.5 327.0 261.9 2,660.8 761.7
EQUIVALENTS AT END OF
THE PERIOD
NET INCREASE / 308.8 179.5 65.1 (2,398.9) 1,899.1 8.6
(DECREASE) IN CASH AND
CASH EQUIVALENT
Reconciliation of cash and cash
equivalents as per the cash flow
statement
Cash and cash equivalents as per
above comprise of the following
Cash and cash equivalents 815.3 506.5 327.0 261.9 2,660.8 761.7
Bank overdrafts - - - - - -
Balances per statement of cash 815.3 506.5 327.0 261.9 2,660.8 761.7
flows

The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in
Annexure V, Notes to the restated financial information appearing in Annexure VI and Statement of adjustments to
Audited Standalone Financial Statement appearing in Annexure VII of the standalone Restated Financial
Information, beginning on page 337.

Emphasis of matter

The Joint Auditors who have issued the examination reports which are included in this Draft Red Herring
Prospectus, have drawn attention to Note 38 of the consolidated Restated Financial Information, without modifying
their opinion, indicating the following:

“We draw attention to Note 38 to the restated consolidated financial information, which describes the accounting
treatment adopted by our Company in its Restated Consolidated financial information in relation to the recording of
expense on account of contributions made to Core Settlement Guarantee Fund maintained in the subsidiary
National Securities Clearing Corporation Limited as per SEBI Regulations and for the reasons stated therein. Our
opinion is not modified in respect of this matter.”

83
 THE OFFER

Offer of Equity Shares(1) Up to 111,411,970 Equity Shares

Of which
A) QIB portion(2)(3) Not more than 55,705,984 Equity Shares

Of which
 Anchor Investor Portion Up to 33,423,590 Equity Shares
 Balance available for allocation to QIBs other 22,282,394 Equity Shares
than Anchor Investors (assuming Anchor Investor
Portion is fully subscribed)
Of which
Available for allocation to Mutual Funds only 1,114,120 Equity Shares
(5% of the QIB Portion (excluding the Anchor
Investor Portion))
Balance of QIB Portion for all QIBs including Mutual 21,168,274 Equity Shares
Funds

B) Non-Institutional Portion(3) Not less than 16,711,796 Equity Shares

C) Retail Portion(3) Not less than 38,994,190 Equity Shares

Equity Shares pre and post Offer

Equity Shares outstanding prior to the Offer 495,000,000 Equity Shares

Equity Shares outstanding after the Offer 495,000,000 Equity Shares

(1) The Selling Shareholders, severally and not jointly, specifically confirm that the portion of the Equity Shares Offered by
each of the Selling Shareholders are eligible for the Offer in accordance with the SEBI ICDR Regulations. The Offer has
been authorised by the Selling Shareholders by way of their respective Selling Shareholders’ Consent Letters. For details of
the list of Selling Shareholders, see “Other Information - Annexure A” on page 562. Further, our Board of Directors and
our Shareholders have approved the Offer pursuant to the resolutions dated October 4, 2016 and November 10, 2016,
respectively.

(2) Our Company in consultation with the Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations. One third of the Anchor Investor Portion shall be
reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price. In case of under-subscription or non-Allotment in the Anchor Investor Portion, the
balance Equity Shares in the Anchor Investor Portion shall be added back to the QIB Portion. For further details, including
restrictions on allotment in the Offer, see “Offer Procedure” beginning on page 506.

(3) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the
QIB Portion, would be allowed to be met with spill over from any other category or combination of categories at the
discretion of our Company in consultation with the Managers and the Designated Stock Exchange.

In terms of the SECC Regulations, no person shall be Allotted Equity Shares in a recognised stock exchange unless
such person satisfies the ‘fit and proper’ criteria prescribed under the SECC Regulations. Allotment to any person,
directly or indirectly, either individually or together with persons acting in concert such that his shareholding
exceeds 2% of the paid up Equity Share capital of our Company, shall be subject to approval of SEBI, within 15
days of acquisition of the Equity Shares. Further, no person shall be Allotted Equity Shares such that the Allotment
would result in shareholding of the Bidder, either directly or indirectly, individually or together with persons acting
in concert and including existing shareholding, if any, exceeding 5% or more of the paid up Equity Share capital of
our Company, unless such Bidder is eligible to hold or acquire more than 5% under the SECC Regulations and prior
approval of SEBI has been obtained by the Bidder in this regard. In addition, only certain specified investors are
permitted to hold up to 15% of the paid up Equity Share capital of a recognised stock exchange subject to the prior
approval of SEBI. For further details, see “Regulations and Policies”, “Terms of the Offer”, “Offer Procedure”,
“Restrictions on Foreign Ownership of Indian Securities” and “Offer Structure” beginning on pages 177, 493, 506,
546 and 502, respectively.

Allocation to investors in all categories, except the Retail Portion and the Anchor Investor Portion, if any, shall be
made on a proportionate basis.

84
 GENERAL INFORMATION

Our Company was incorporated at Mumbai on November 27, 1992 as National Stock Exchange of India Limited, a
public limited company under the Companies Act, 1956. Our Company obtained the certificate of commencement
of business on March 2, 1993. Our Company was granted recognition as a stock exchange on April 26, 1993, which
was subsequently renewed with effect from April 26, 1998 and April 26, 2003, each time for a period of five years.
Subsequently, renewal of recognition was granted on a permanent basis through a notification dated April 17, 2008
with effect from April 26, 2008.

For details of the business of our Company and change in registered office, see “Our Business” and “History and
Certain Corporate Matters” beginning on page 152 and 182, respectively.

Registered Office and Corporate Office of our Company

“Exchange Plaza”
C-1, Block G
Bandra Kurla Complex
Bandra (East)
Mumbai 400 051
Tel: (91 22) 2659 8100
Fax: (91 22) 2659 8120
E-mail: nseipo@nse.co.in
Website: www.nseindia.com
CIN: U67120MH1992PLC069769
Registration Number: 69769

Address of the RoC

Our Company is registered with the RoC situated at 100, Everest, Marine Drive, Mumbai 400 002.

Board of Directors

The following table sets forth details relating to our Board as on the date of this Draft Red Herring Prospectus:

Name Designation DIN Address

Ashok Chawla Chairman and Public 00056133 E-11, (Mehrauli-Badarpur Road), Saket, Delhi 110 017
Interest Director
Ravi Narain Vice-Chairman and 00062596 B-3, Diwan Shree Apartments 30, Ferozeshah Road, New
Shareholder Director Delhi 110 001
Abhay Havaldar Shareholder Director 00118280 Sea Mist, B Wing, Flat 1301, 13th floor, Manuel Gonsalves
Road, Off Turner Road, Bandra (West), Mumbai 400 050
Dinesh Kanabar Public Interest Director 00003252 14A Sett Minar, Dr. Gopalrao Deshmukh road, opposite
Jaslok Hospital, Mumbai 400 026
Anshula Kant Shareholder Director 06998644 11-C, Kinellan Tower, 100-A, Napean Sea Road, Malbar
Hill, Mumbai 400 006
Naved Masood Public Interest Director 02126497 T 12, No. 802, Commonwealth Games Village, Near
Akshardham, New Delhi 110 092
T.V. Mohandas Public Interest Director 00042167 521, The Embassy Ali Asker Road, Bengaluru 560 052
Pai
Prakash Shareholder Director 02011709 #5B, EPIP Zone, behind Sap Labs, Whitefield, Bengaluru
Parthasarathy 560 048
Dharmishta Public Interest Director 02792246 25, Saurabh Society, Drive In Road, Ahmedabad 380 009
Raval
Sunita Sharma Shareholder Director 02949529 D-5, Jeevan Jyot, Setalwad Lane, Napean Sea Road,
Mumbai 400 006

For further details of our Directors, see “Our Management” beginning on page 191.

Chief Financial Officer

Yatrik Vin
“Exchange Plaza”
C-1, Block G
Bandra Kurla Complex

85
Bandra (East)
Mumbai 400 051
Tel: (91 22) 2659 8100
Fax: (91 22) 2659 8120
E-mail: yrv@nse.co.in

Company Secretary and Compliance Officer

S. Madhavan
“Exchange Plaza”
C-1, Block G
Bandra Kurla Complex
Bandra (East)
Mumbai 400 051
Tel: (91 22) 2659 8100
Fax: (91 22) 2659 8120
E-mail: nseipo@nse.co.in

Investors can contact our Company Secretary and Compliance Officer and the Managers or the Registrar to
the Offer in case of any pre-Offer or post-Offer related problems, such as non-receipt of letters of Allotment,
non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders and
non-receipt of funds by electronic mode.

All grievances may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary
with whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the
sole or first Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of the
Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, ASBA Account number
in which the Bid Amount was blocked and the name and address of the Designated Intermediary (or the Managers,
in case of Anchor Investors) where the Bid cum Application Form was submitted by the Bidder.

Further, the Bidders shall also enclose a copy of the Acknowledgement Slip or specify the application number duly
received from the Designated Intermediaries in addition to the documents/information mentioned hereinabove.

Managers

Joint GCBRLMs

Citigroup Global Markets India Private Limited* JM Financial Institutional Securities Limited

1202,12th Floor 7th Floor, Cnergy

First International Financial Centre Appasaheb Marathe Marg
G Block C54 & 55 Prabhadevi
Bandra Kurla Complex Mumbai 400 025
Bandra (East) Tel: (91 22) 6630 3030
Mumbai 400 051 Fax: (91 22) 6630 3330
Tel: (91 22) 6175 9999 E-mail: nse.ipo@jmfl.com
Fax: (91 22) 6175 9961 Investor grievance e-mail: grievance.ibd@
E-mail: nse.ipo@citi.com jmfl.com
Investor grievance e-mail: investors.cgmib@citi.com Website: www.jmfl.com
Website: Contact person: Lakshmi Lakshmanan
http://www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm SEBI registration number: INM000010361
Contact person: Saksham Bhandari
SEBI registration number: INM000010718

Kotak Mahindra Capital Company Limited Morgan Stanley India Company Private
Limited*
1st Floor, 27 BKC, Plot No. 27
G Block, Bandra Kurla Complex 18F, Tower 2, One Indiabulls Centre
Bandra (East) 841, Senapati Bapat Marg
Mumbai 400 051 Mumbai 400 013
Tel: (91 22) 4336 0000 Tel: (91 22) 6118 1000
Fax: (91 22) 6713 2447 Fax: (91 22) 6118 1040
E-mail: nse.ipo@kotak.com E-mail: nse_ipo@morganstanley.com
Investor grievance e-mail: kmccredressal@kotak.com Investor grievance e-mail:

86
Website: www.investmentbank.kotak.com investors_india@morganstanley.com
Contact person: Ganesh Rane Website: http://www.morganstanley.com/about-
SEBI registration number: INM000008704 us/global-
offices/india/
Contact person: Satyam Singhal
SEBI registration number: INM000011203

BRLMs

HDFC Bank Limited* ICICI Securities Limited

Investment Banking Group, Unit No. 401 & 402 4th Floor, Tower ICICI Centre, H.T. Parekh Marg
B, Peninsula Business Park Churchgate
Lower Parel, Mumbai 400 013 Mumbai 400 020
Tel: (91 22) 3395 8019 Tel: (91 22) 2288 2460
Fax: (91 22) 3078 8584 Fax: (91 22) 2282 6580
E-mail: nse.ipo@hdfcbank.com E-mail: nse.ipo@icicisecurities.com
Investor grievance e-mail: investor.redressal@hdfcbank.com Investor grievance e-mail:
Website: www.hdfcbank.com customercare@icicisecurities.com
Contact person: Rishi Tiwari / Keyur Desai Website: www.icicisecurities.com
SEBI registration number: INM000011252 Contact person: Rupesh Khant/Prem D’Cunha
SEBI registration number: INM000011179

IDFC Bank Limited IIFL Holdings Limited

Naman Chambers, 10th Floor, IIFL Centre
C-32, G-Block, Bandra Kurla Complex Kamala City, Senapati Bapat Marg
Bandra (East), Mumbai 400 051 Lower Parel (West)
Tel: (91 22) 6622 2600 Mumbai 400 013
Fax: (91 22) 6622 2501 Tel: (91 22) 4646 4600
E-mail: nse.ipo@idfcbank.com Fax: (91 22) 2493 1073
Investor grievance e-mail: mb.ig@idfcbank.com E-mail: nse.ipo@iiflcap.com
Website: www.idfcbank.com Investor grievance e-mail: ig.ib@iiflcap.com
Contact person: Rajshekhar Swamy/ Gaurav Goyal Website: www.iiflcap.com
SEBI registration number: MB/INM000012250 Contact person: Gaurav Singhvi/ Pinak
Bhattacharyya
SEBI registration number: INM000010940
*In compliance with the proviso to Regulation 21A(1) of the Securities and Exchange Board of India (Merchant
Bankers) Regulations, 1992, as amended, read with proviso to Regulation 5(3) of the SEBI ICDR Regulations, Citi,
Morgan Stanley and HDFC will be involved only in marketing of the Offer.

Syndicate Members

[●]

Indian Legal Counsel to our Company

Cyril Amarchand Mangaldas

5th Floor, Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel
Mumbai 400 013
Tel: (91 22) 2496 4455
Fax: (91 22) 2496 3666

Indian Legal Counsel to the Managers

Shardul Amarchand Mangaldas & Co

Express Towers
24th floor
Nariman Point
Mumbai 400 021
Tel: (91 22) 4933 5555
Fax: (91 22) 4933 5550

87
International Legal Counsel to our Company

Latham & Watkins LLP

9 Raffles Place
#42-02 Republic Plaza
Singapore 048619
Tel: (65) 6536 1161
Fax: (65) 6536 1171

International Legal Counsel to the Managers

Sidley Austin LLP

Level 31, Six Battery Road
Singapore 049909
Tel: (65) 6230 3900
Fax: (65) 6230 3939

Joint Auditors of our Company

Khandelwal Jain & Co., Chartered Accountants Price Waterhouse & Co Chartered Accountants LLP
12-B, Baldota Bhavan, 5th Floor 252, Veer Savarkar Marg
117, M. Karve Road, Churchgate Shivaji Park, Dadar (West)
Mumbai 400 020 Mumbai 400 028
Tel: (91 22) 4311 6000 Tel: (91 22) 6669 1000
Fax: (91 22) 4311 6060 Fax: (91 22) 6654 7800
E-mail: kjco@kjco.net E-mail: ipo.pe@in.pwc.com
Firm registration number: 105049W Firm registration number: 304026E/ E- 300009
Peer review number: 008860 Peer review number: 007770

Escrow Collection Bank(s)

[●]

Public Offer Bank(s)

[●]

Refund Bank(s)

[●]

Bankers to our Company

HDFC Bank Limited IDBI Bank Limited

Trade World, A- Wing C-7, G Block, BKC, Opposite NSE Building
2nd floor, Kamala Mills Compound Bandra (East)
Senapati Bapat Marg, Lower Parel Mumbai 400 051
Mumbai 400 013 Tel: (91 22) 6758 7598/6758 7597
Tel: (91 22) 2498 8484 Fax: (91 22) 6758 7596
Fax: (91 22) 4080 4711 E-mail: pankaj.kumar@idbi.co.in
E-mail: sagar.welekar@hdfcbank.com Website: www.idbi.com
Website: www.hdfcbank.com Contact person: Pankaj Kumar
Contact person: Sagar Welekar

ICICI Bank Limited Axis Bank Limited

Capital Market Division Capital Market Division,
1st floor, 122 Mistry Bhawan Jeevan Prakash Building, Sir P M Road,
Dinshaw Vachha Road Fort, Mumbai 400 001
Churchgate, Mumbai 400 020 Tel: (91 22) 4086 7501
Tel: (91 22) 2285 9990 Fax: (91 22) 4086 7540
Fax: (91 22) 2261 1138 E-mail: ketan.dani@axisbank.com
E-mail: roshan.tellis@icicibank.com Website: www.axisbank.com
Website: www.icicibank.com Contact person: Ketan Dani
Contact person: Roshan Tellis

88
Canara Bank
Canara Bank, RNA Corporate Bank, Government
Colony, Bandra East
Tel: (91 22) 2655 0232
Fax: (91 22) 2655 0240
E-mail: cb1517@canarabank.com
Website: www.canarabank.com
Contact person: Sanjay Raghuwanshi/Vineeth Abraham

Registrar to the Offer

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound
L.B.S. Marg, Bhandup (West)
Mumbai 400 078
Tel: (91 22) 6171 5400
Fax: (91 22) 2596 0329
E-mail: nse.ipo@linkintime.co.in
Investor grievance e-mail: nse.ipo@linkintime.co.in
Website: www.linkintime.co.in
Contact person: Shanti Gopalkrishnan
SEBI registration number: INR000004058

Designated Intermediaries

Self Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process is provided on the
website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries and updated from
time to time. For a list of branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms from
the Designated Intermediaries, please refer to the above-mentioned link.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors) submitted to a member of the Syndicate, the list of
branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum
Application Forms from the members of the Syndicate is available on the website of the SEBI
(http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries) and updated from time to time. For
more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified
Locations, see the website of the SEBI (http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries).

Registered Brokers

The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is
provided on the websites of BSE and our Company at
http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and
http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, as updated from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of BSE and our Company at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, is provided on the websites of BSE and our Company at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.

Experts

89
Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent from the Joint Auditors, namely, Khandelwal Jain & Co., Chartered
Accountants and Price Waterhouse & Co Chartered Accountants LLP, to include their names as an expert under
Section 26(1)(a)(v) of the Companies Act, 2013 in this Draft Red Herring Prospectus in relation to the reports of the
Statutory Auditors dated December 20, 2016, on the Restated Standalone Financial Information and Restated
Consolidated Financial Information of our Company, included in this Draft Red Herring Prospectus and such
consent has not been withdrawn up to the time of delivery of this Draft Red Herring Prospectus. A written consent
under the provisions of Companies Act, 2013, is different from a consent filed with the U.S. Securities and
Exchange Commission under Section 7 of the U.S. Securities Act, which is applicable only to transactions involving
securities registered under the U.S. Securities Act. As the Equity Shares are proposed to be offered as a part of an
initial public offering in India and the Equity Shares have not been and will not be registered under the U.S.
Securities Act, Khandelwal Jain & Co. Chartered Accountants and Price Waterhouse & Co Chartered Accountants
LLP have not given consent under Section 7 of the U.S. Securities Act. In this regard, the Joint Auditors have given
consent to be referred to as “experts” in this Draft Red Herring Prospectus in accordance with the requirements of
the Companies Act, 2013.

Our Company has also received a written consent from Khandelwal Jain & Co., Chartered Accountants to include
their name as an “expert” for the statement of tax benefits dated December 26, 2016 included in this Draft Red
Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.

The term “experts” as used in this Draft Red Herring Prospectus is different from those defined under the U.S.
Securities Act which is applicable only to transactions involving securities registered under the U.S. Securities Act.
The reference to the Statutory Auditors as “experts” in this Draft Red Herring Prospectus is not made in the context
of the U.S. Securities Act but solely in the context of this initial public offering in India.

Monitoring Agency

The Offer being an offer for sale, our Company will not receive any proceeds from the Offer and is not required to
appoint a monitoring agency for the Offer.

Appraising Entity

The Offer being an offer for sale, the objects of the Offer have not been appraised.

Inter-se allocation of Responsibilities

The following table sets forth details of the inter-se allocation of responsibilities for various activities among the
Managers for the Offer:

Inter-se Allocation of Responsibilities among the Managers

S. Activity Responsibilities Co-
No. ordination
1. Capital structuring with relative components and formalities such as type of Managers Kotak
instruments, etc.
2. Due diligence of Company's operations / management / legal etc. Drafting and Managers JM
design of Draft Red Herring Prospectus, Red Herring Prospectus including Financial
memorandum containing salient features of the Prospectus. The Managers shall
ensure compliance with stipulated requirements and completion of prescribed
formalities with the Stock Exchange, RoC and SEBI including finalisation of
Prospectus and RoC filing, follow up and coordination till final approval from
all regulatory authorities
3. Drafting and approval of all statutory advertisements and non statutory Managers Kotak
advertisements including corporate advertisements, brochures, media
monitoring, etc.
4. Appointment of other intermediaries viz., Registrar, Printer, Share Escrow Managers Kotak
Agent, Advertising Agency and Bankers to the Offer
5. Preparation of road show presentation, frequently asked questions and Managers Morgan
positioning strategy Stanley*
6. International distribution strategy in consultation with our Company, which will Managers Citi*
cover, inter alia,
 Finalise the list and division of investors for one to one meetings, and
 Finalising the international road show schedule and investor meeting
schedules

90
 Inter-se Allocation of Responsibilities among the Managers
S. Activity Responsibilities Co-
No. ordination
7. Domestic institutions / banks / mutual funds distribution strategy in consultation Managers Kotak
with our Company, which will cover, inter alia,
 Finalise the list and division of investors for one to one meetings, and
 Finalising the domestic road show schedule and investor meeting schedules
8. Non-Institutional and Retail distribution strategy in consultation with our Managers Kotak
Company, which will cover, inter alia,
 Finalise Media and PR strategy
 Finalising centers for holding conferences for press and brokers
 Finalising collection centres;
 Follow-up on distribution of publicity and Issuer material including form,
prospectus and deciding on the quantum of the Offer material and
Applications
9. Co-ordination with Stock Exchange for Book Building software, bidding Managers Kotak
terminals, mock trading, payment of 1% security deposit
10. Post-Offer activities, which shall involve essential follow-up steps including Managers JM
follow-up with bankers to the Offer and Self Certified Syndicate Banks to get Financial
quick estimates of collection and advising the issuer about the closure of the
issue, based on correct figures, finalisation of the basis of allotment or weeding
out of multiple applications, listing of instruments, dispatch of certificates or
demat credit and refunds and coordination with various agencies connected with
the post-issue activity such as registrars to the issue, bankers to the issue, Self
Certified Syndicate Banks etc. Including responsibility for underwriting
arrangements, as applicable, coordinating with Stock Exchanges and SEBI for
release of 1% security deposit post closure of the Offer

11. Payment of STT on behalf of the Selling Shareholders Managers JM

Financial
* In compliance with the proviso to Regulation 21A(1) of the Securities and Exchange Board of India (Merchant Bankers)
Regulations, 1992, as amended, read with proviso to Regulation 5(3) of the SEBI ICDR Regulations, Citi, Morgan Stanley
and HDFC will be involved only in marketing of the Offer.

Credit Rating

As this is an offer of Equity Shares, there is no credit rating for the Offer.

Trustees

As this is an offer of Equity Shares, the appointment of trustees is not required.

Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis of
the Red Herring Prospectus and the Bid cum Application Forms within the Price Band, which will be decided by our
Company in consultation with the Managers and upon due consideration of the recommendation of the Selling
Shareholders’ Committee, and which shall be notified in all editions of the English national newspaper [●], all
editions of the Hindi national newspaper [●], and [●] edition of the Marathi newspaper [●] (Marathi being the
regional language of Maharashtra, where our Registered Office is located), each with wide circulation at least five
Working Days prior to the Bid / Offer Opening Date. The Offer Price shall be determined by our Company in
consultation with the Selling Shareholders’ Committee and the Managers after the Bid/Offer Closing Date.

All Bidders, except Anchor Investors, can participate in the Offer only through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs Bidding in the QIB Portion and Non-Institutional
Investors Bidding in the Non-Institutional Portion are not allowed to withdraw or lower the size of their Bids
(in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders
(subject to the Bid Amount being up to ₹ 200,000) can revise their Bids during the Bid/Offer Period and
withdraw their Bids until the Bid / Offer Closing Date. Further, Anchor Investors cannot withdraw their
Bids after the Anchor Investor Bid / Offer Period. Allocation to the Anchor Investors will be on a
discretionary basis. Additionally, allocation will be subject to restriction on shareholding as prescribed under
the SECC Regulations for all categories.

91
For further details, see “Offer Structure” and “Offer Procedure” beginning on pages 502 and 506, respectively.

Participation in this Offer shall be subject to the requirements of the SECC Regulations applicable to our Company.
For further details, see “Regulations and Policies” “Offer Structure”, “Offer Procedure” and “Restrictions on
Foreign Ownership of Indian Securities” beginning on pages 177, 502, 506 and 546 respectively.

The Book Building Process under the SEBI ICDR Regulations is subject to change from time to time and the
investors are advised to make their own judgment about investment through this process prior to submitting
a Bid in the Offer.

Notwithstanding the foregoing, the Offer is also subject to obtaining (i) final approval of the RoC after the
Prospectus is filed with the RoC; and (ii) final listing and trading approval from the Stock Exchange, which our
Company shall apply for after Allotment.

For further details, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” beginning on pages 493, 502
and 506, respectively.

Illustration of Book Building Process and Price Discovery Process

For an illustration of the Book Building Process and the price discovery process, see “Offer Procedure – Part B –
Basis of Allocation” beginning on page 535.

Underwriting Agreement

After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus
with the RoC, our Company and the Selling Shareholders propose to enter into an Underwriting Agreement with the
Underwriters for the Equity Shares proposed to be offered through the Offer. The Underwriting Agreement is dated
[●]. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters will be several and
will be subject to certain conditions specified therein.

The following table sets forth details relating to the intention of the Underwriters to underwrite the number of
Equity Shares indicated below:

(This portion has been intentionally left blank and will be completed before filing the Prospectus with the RoC.).

Name, address, telephone number, fax number Indicative number of Equity Amount underwritten
and e-mail address of the Underwriters Shares to be underwritten (₹ in million)
[●] [●] [●]

The above-mentioned underwriting obligation is indicative and will be finalised after pricing and actual allocation
and subject to the provisions of the SEBI ICDR Regulations.

In the opinion of our Board, the resources of the Underwriters are sufficient to enable them to discharge their
respective underwriting obligations in full. The Underwriters are registered with SEBI under Section 12(1) of the
SEBI Act or registered as brokers with the Stock Exchange. Our Board of Directors, at its meeting held on [●], has
accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment.

Notwithstanding the above, the Underwriters shall be severally responsible for ensuring payment with respect to the
Equity Shares allocated to investors procured by them. In the event of any default in payment, the respective
Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be required to
procure purchase for or purchase the Equity Shares to the extent of the defaulted amount in accordance with the
Underwriting Agreement. The Underwriting Agreement has not been executed as on the date of this Draft Red
Herring Prospectus and our Company and the Selling Shareholders intend to enter into an Underwriting Agreement
with the Underwriters after the determination of the Offer Price and allocation of Equity Shares, but prior to the
filing of the Prospectus with the RoC.

92
 CAPITAL STRUCTURE

The following table sets forth details of the share capital of our Company as at the date of this Draft Red Herring
Prospectus:

(In ₹, except share data)

Particulars Aggregate value at Aggregate value at
face value Offer Price
A AUTHORISED SHARE CAPITAL
500,000,000 Equity Shares 500,000,000

B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

BEFORE THE OFFER
495,000,000 Equity Shares 495,000,000

C PRESENT OFFER IN TERMS OF THIS DRAFT RED

HERRING PROSPECTUS
Offer for sale of up to 111,411,970 Equity Shares (1) 111,411,970 [●]

D ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

AFTER THE OFFER
495,000,000 Equity Shares 495,000,000 [●]

E SECURITIES PREMIUM ACCOUNT

Before the Offer 355,000,000 [●]
After the Offer 355,000,000 [●]

(1) The Selling Shareholders, severally and not jointly, specifically confirm that the portion of the Equity Shares offered by
each of the Selling Shareholders are eligible for the Offer in accordance with the SEBI ICDR Regulations. The Offer for
Sale has been authorised by the Selling Shareholders by way of their respective Selling Shareholders’ Consent Letters.

Changes in the authorised share capital of our Company

1. The initial authorised share capital of our Company of ₹ 250,000,000 comprising 25,000,000 equity shares
of face value of ₹ 10 each was increased to ₹ 500,000,000 comprising 50,000,000 equity shares of face
value of ₹ 10 each, pursuant to a resolution passed by our Shareholders on March 9, 1999.

2. The authorised share capital of our Company was sub-divided from ₹ 500,000,000 comprising 50,000,000
equity shares of ₹ 10 each to ₹ 500,000,000 comprising 500,000,000 Equity Shares of ₹ 1 each pursuant to
a resolution passed by our Shareholders on November 10, 2016.

Notes to the Capital Structure

1. Equity Share capital history of our Company

(a) The following table sets forth details of the history of the Equity Share capital of our Company:

Date of Number of Face Offer price Reason for Consideration Cumulative Cumulative
allotment equity value (including allotment number of paid-up
of equity shares (₹) premium if equity equity
shares allotted applicable) shares share
(₹) capital
(₹)
November 7 10 10 Subscription Cash 7 70
27, 1992 to the
Memorandum
of
Association(1)
August 9, 10,000,000 10 10 Allotment(2) Cash 10,000,007 100,000,070
1993
April 15, 14,999,993 10 10 Preferential Cash 25,000,000 250,000,000
1994 allotment(3)
June 29, 14,760,000 10 30 Rights issue(4) Cash 39,760,000 397,600,000

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 Date of Number of Face Offer price Reason for Consideration Cumulative Cumulative
allotment equity value (including allotment number of paid-up
of equity shares (₹) premium if equity equity
shares allotted applicable) shares share
(₹) capital
(₹)
1999
June 29, 5,000,000 10 30 Preferential Cash 44,760,000 447,600,000
1999 allotment (5)
July 15, 240,000 10 30 Rights issue(6) Cash 45,000,000 450,000,000
1999
November 4,500,000 10 - Bonus issue in N.A. 49,500,000 495,000,000
24, 2016 the ratio of
1:10(7)
Pursuant to the Shareholders’ resolution passed on November 10, 2016, our Company sub-divided its
equity shares from the face value of ₹ 10 each to the face value of ₹ 1 each with effect from December 14,
2016. Therefore, the cumulative number of issued, subscribed and paid-up equity shares pursuant to sub-
division is 495,000,000 Equity Shares of the face value of ₹ 1 each.

(1) Subscription to the MoA of one equity share each by Industrial Development Bank of India, Industrial Credit and
Investment Corporation of India Limited, General Insurance Corporation of India, Life Insurance Corporation of
India, G. Sreerama Murthy, Arindrajit Lahiri and Ravi Narain.

(2) An aggregate of 10,000,000 equity shares were allotted by our Company to Industrial Development Bank of India
(1,400,000 equity shares), Industrial Credit and Investment Corporation of India Limited (1,400,000 equity
shares), Industrial Finance Corporation of India Limited (1,400,000 equity shares), State Bank of India
(1,400,000 equity shares), Life Insurance Corporation of India (1,400,000 equity shares), General Insurance
Corporation of India (160,000 equity shares), National Insurance Company Limited (160,000 equity shares),
New India Assurance Company Limited (160,000 equity shares), Oriental Insurance Company Limited (160,000
equity shares), United India Insurance Company Limited (160,000 equity shares), Stock Holding Corporation of
India Limited (800,000 equity shares), Infrastructure Leasing and Financial Services Limited (800,000 equity
shares) and SBI Capital Markets Limited (600,000 equity shares), pursuant to Board resolution passed on May
12, 1993.

(3) An aggregate of 14,999,993 equity shares were allotted by our Company to Industrial Development Bank of India
(2,099,999 equity shares), General Insurance Corporation of India (239,999 equity shares), Life Insurance
Corporation of India (2,099,999 equity shares), Industrial Finance Corporation of India (2,100,000 equity
shares), State Bank of India (2,100,000 equity shares), National Insurance Company Limited (240,000 equity
shares), New India Assurance Company Limited (240,000 equity shares), Oriental Insurance Company Limited
(240,000 equity shares), United India Insurance Company Limited (240,000 equity shares), Stock Holding
Corporation of India (1,199,996 equity shares), Infrastructure Leasing and Financial Services Limited
(1,200,000 equity shares), SBI Capital Markets Limited (900,000 equity shares), Bank of Baroda (500,000 equity
shares), Canara Bank (500,000 equity shares), Corporation Bank (150,000 equity shares), Oriental Bank of
Commerce (150,000 equity shares), Punjab National Bank (500,000 equity shares), Indian Bank (150,000 equity
shares) and Union Bank of India (150,000 equity shares), pursuant to Board resolution passed on January 11,
1994 and Shareholders’ resolution passed on January 11, 1994.

(4) An aggregate of 14,760,000 equity shares were allotted by our Company on a rights basis to Industrial
Development Bank of India (2,100,000 equity shares), Industrial Finance Corporation of India Limited
(2,100,000 equity shares), Life Insurance Corporation of India (2,100,000 equity shares), State Bank of India
(2,100,000 equity shares), SBI Capital Markets Limited (900,000 equity shares), ICICI Limited (840,001 equity
shares), General Insurance Corporation of India (240,000 equity shares), National Insurance Company Limited
(240,000 equity shares), New India Assurance Company Limited (240,000 equity shares), Oriental Insurance
Company Limited (240,000 equity shares), United India Insurance Company Limited (240,000 equity shares),
Stock Holding Corporation of India Limited (1,199,999 equity shares), Infrastructure Leasing and Financial
Services Limited (1,200,000 equity shares), Bank of Baroda (300,000 equity shares), Canara Bank (300,000
equity shares), Corporation Bank (90,000 equity shares), Oriental Bank of Commerce (150,000 equity shares,
which includes 60,000 additional equity shares allotted by our Company out of the unsubscribed portion of the
rights issue), Indian Bank (90,000 equity shares), Union Bank of India (90,000 equity shares), pursuant to Board
resolution and Shareholders’ resolution passed on February 9, 1999 and March 9, 1999, respectively.

(5) An aggregate of 5,000,000 equity shares were allotted by our Company on a preferential basis to ICICI Limited
(3,000,000 equity shares) and Unit Trust of India (2,000,000 equity shares) pursuant to Board resolution and
Shareholders’ resolution passed on February 9, 1999 and March 9, 1999, respectively.

(6) 240,000 equity shares were allotted by our Company to Industrial Development Bank of India on a rights basis
out of the unsubscribed portion of the rights issue, pursuant to Board resolution and Shareholders’ resolution
passed on February 9, 1999 and March 9, 1999, respectively.

94
 (7) The bonus issue was made to the Shareholders of our Company as of the record date, November 23, 2016, in the
ratio of 1:10, pursuant to Board resolutions passed on October 4, 2016 and Shareholders’ resolution passed on
November 10, 2016, respectively. Our Company has not issued any equity shares out of revaluation reserves
since incorporation.

2. Issue of equity shares for consideration other than cash, through a bonus issue or out of revaluation
reserves

Except as set out below, our Company has not issued equity shares for consideration other than cash,
through a bonus issue or out of revaluation reserves:

Date of Names of the Allottees Number of Face Issue Reason for Benefits
Allotment equity Value price per allotment accrued to
shares (₹) Equity our
Allotted Share (₹) Company
November Allotment to the 4,500,000 10 - Bonus issue -
24, 2016 Shareholders of our in the ratio
Company as of the of 1:10
record date, being
November 23, 2016
(1) The bonus issue was made to our Shareholders as of the record date, November 23, 2016, in the ratio of 1:10,
pursuant to Board resolutions passed on October 4, 2016 and Shareholders’ resolution passed on November 10,
2016.

3. Details of Lock-in

(a) Details of share capital locked in for three years

Our Company is a professionally managed company and does not have an identifiable promoter either in
terms of the SEBI ICDR Regulations or the Companies Act. Accordingly, in terms of Regulation 34(a) of
the SEBI ICDR Regulations, there is no requirement of promoter’s contribution in this Offer and none of
the Equity Shares will be locked in for a period of three years.

(b) Details of share capital locked in for a year

Except the Equity Shares subscribed to and Allotted pursuant to the Offer and Equity Shares held by VCFs,
AIFs of category I or an FVCI, which are required to be locked-in for a period of one year from the date of
purchase by such VCF, AIF or FVCI, the entire pre-Offer Equity Share capital of our Company will be
locked-in for a period of one year from the date of Allotment.

(c) Lock in of Equity Shares to be Allotted, if any, to Anchor Investors

Any Equity Shares allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in for a
period of 30 days from the date of Allotment.

(d) Other Requirements in respect of lock-in

The Equity Shares held by our Shareholders prior to the Offer, and which are locked-in for a period of one
year from the date of Allotment in the Offer may be transferred to any other person holding the Equity
Shares which are locked-in, subject to the continuation of the lock-in in the hands of transferees for the
remaining period and compliance with the Takeover Regulations.

4. Shareholding Pattern of our Company

(a) Listing Regulations

The following table sets forth details of the shareholding pattern of our Company as on the date of this
Draft Red Herring Prospectus, as per the Listing Regulations:

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Category Category of Nos. of Number of Number Number of Total nos. Shareholding Number of Voting Rights held in each Number of Shareholding , Number of Number of Number of
(I) shareholder shareholders fully paid of Partly shares shares held as a % of total class of securities Shares as a % Locked in Shares pledged Equity Shares
(II) (III) up Equity paid-up underlying (VII) number of (IX) Underlying assuming full shares or otherwise held in
Shares held Equity Depository =(IV)+(V)+ shares Outstanding conversion of (XII) encumbered dematerialised
(IV) Shares Receipts (VI) (calculated as convertible convertible (XIII) form
held (VI) per SCRR, No of Voting Rights Total securities securities ( as a Number As a % Number As a (XIV)
(V) 1957) Class eg: Class Total as a % (including percentage of (a) of total (a) % of
(VIII) As a % Equity eg: of Warrants) diluted share Shares total
of Others (A+B+ (X) capital) held Share
(A+B+C2+{D) C) (XI)= (b) s held
(VII)+(X) As a (b)
% of
(A+B+C2)
(A) Promoter & - - - - - - - - - - - - - - -
Promoter
Group
(B) Public 52 314,535,254 - - 314,535,254 63.5 314,535,254 - 314,535,254 63.5 - - - - 314,535,254
(C) Non - - - - - - - - - - - - - - -
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - -
underlying
DRs
(C2) Shares held - - - - - - - - - - - - - - -
by
Employee
Trusts
C3 Trading 27 180,464,746 180,464,746 36.5 180,464,746 180,464,746 36.5 180,464,746
Members
and
Associates of
Trading
Members
Total 79 495,000,000 - - 495,000,000 100.0 495,000,000 - 495,000,000 100.0 - - - - 100.0

96
(b) SECC Regulations

The following table sets forth details of the shareholding pattern of our Company as on the date of this Draft Red
Herring Prospectus, as per the SECC Regulations:

Category of Shareholder Number of Total number of Equity Percentage of equity shares

Shareholders Shares (face value of ₹ (%)
1 each)
TRADING MEMBERS
Individuals - - -
Corporates (listed) - - -
Corporates (unlisted) 2 2,126,674 0.4
Banks (wherever permitted) 8 45,038,312 9.1
Any other (specify) - - -
Total A 10 4,7,164,986 9.5
ASSOCIATES OF TRADING MEMBERS
Individuals 3 247,500 0.1
Corporates (listed) 2 7,645,000 1.5
Corporates (unlisted) 2 43,450,000 8.8
HUF - - -
Trust - - -
Financial institutions/ banks 2 5,283,157 1.1
FDI 4 44,610,500 9.0
FPI 1 24,750,000 5.0
Any other (specify) - - -
Insurance companies 2 5,225,000 1.1
Venture capital fund 1 2,088,603 0.4
Total B 17 133,299,760 27.0
Total A+B 27 180,464,746 36.5
PUBLIC
Individuals 7 5,484,919 1.1
Corporates (listed) 1 110,000 0.0
Corporates (unlisted) 6 5,670,500 1.2
HUF - - -
Trust - - -
Financial institutions/banks 1 15,100,250 3.1
FDI 13 125,595,536 25.4
FPI 15 45,725,669 9.2
Any other (specify)
Insurance companies 6 98,213,500 19.8
Venture capital fund 3 18,634,880 3.8
Total C 52 314,535,254 63.5
Total A+B+C 79 495,000,000 100.0

5. The list of top 10 Shareholders of our Company and the number of Equity Shares held by them are set forth
below:

(a) The following table sets forth details of the top 10 Shareholders as on the date of this Draft Red Herring Prospectus:

S. No. Name of the Shareholder Number of Equity Shares Percentage

(face value of ₹ 1 each) (%)
1. Life Insurance Corporation of India 61,913,500 12.5
2. State Bank of India 25,712,500 5.2
3. Aranda Investments (Mauritius) Pte. Limited 24,750,000 5.0
3. Gagil FDI Limited 24,750,000 5.0
3. SAIF II-SE Investments Mauritius Limited 24,750,000 5.0
3. Veracity Investments Limited 24,750,000 5.0
4. Stock Holding Corporation of India Limited 22,000,000 4.4
5. SBI Capital Markets Limited 21,450,000 4.3
6. IFCI Limited 15,100,250 3.1

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 S. No. Name of the Shareholder Number of Equity Shares Percentage
(face value of ₹ 1 each) (%)
7. GS Strategic Investments Limited 14,850,000 3.0
7. MS Strategic (Mauritius) Limited 14,850,000 3.0
7. PI Opportunities Fund I 14,850,000 3.0
7. Tiger Global Five Holdings 14,850,000 3.0
8. Acacia Banyan Partners 12,375,000 2.5
9. Norwest Ventures Partners X FII- Mauritius 10,450,000 2.1
10. Citigroup Strategic Holdings Mauritius 9,900,000 2.0
10. DVI Fund Mauritius Limited 9,900,000 2.0
Total 347,201,250 70.1

(b) The following table sets forth details of the top 10 Shareholders 10 days prior to the date of this Draft Red Herring
Prospectus:

S. No. Name of the Shareholder Number of equity shares Percentage

(face value of ₹ 1 each) (%)
1. Life Insurance Corporation of India 61,913,500 12.5
2. State Bank of India 25,712,500 5.2
3. Aranda Investments (Mauritius) Pte. Limited 24,750,000 5.0
3. Gagil FDI Limited 24,750,000 5.0
3. SAIF II-SE Investments Mauritius Limited 24,750,000 5.0
3. Veracity Investments Limited 24,750,000 5.0
4. Stock Holding Corporation of India Limited 22,000,000 4.4
5. SBI Capital Markets Limited 21,450,000 4.3
6. IFCI Limited 15,100,250 3.1
7. GS Strategic Investments Limited 14,850,000 3.0
7. MS Strategic (Mauritius) Limited 14,850,000 3.0
7. PI Opportunities Fund I 14,850,000 3.0
7. Tiger Global Five Holdings 14,850,000 3.0
8. Acacia Banyan Partners 12,375,000 2.5
9. Norwest Ventures Partners X FII- Mauritius 104,500,000 2.1
9. Citigroup Strategic Holdings Mauritius 99,000,000 2.0
10. DVI Fund Mauritius Limited 99,000,000 2.0
Total 3,472,012,500 70.1

(c) The following table sets forth details of the top 10 Shareholders two years prior to the date of this Draft Red Herring
Prospectus:

S. No. Name of the Shareholder Number of equity shares Percentage (%)

(face value of ₹ 10 each)
1. Life Insurance Corporation of India 4,728,500 10.5
2. State Bank of India 4,587,500 10.2
3. IFCI Limited 2,497,750 5.6
4. Aranda Investments (Mauritius) Pte. Limited 2,250,000 5.0
5. Gagil FDI Limited 2,250,000 5.0
6. GS Strategic Investments Limited 2,250,000 5.0
7. SAIF II-SE Investments Mauritius Limited 2,250,000 5.0
8. Stock Holding Corporation of India Limited 2,250,000 5.0
9. IDBI Bank Limited 2,249,153 5.0
10. IDFC Limited 2,206,537 4.9
Total 27,519,440 61.2

6. As on the date of this Draft Red Herring Prospectus, our Company has not allotted any Equity Shares pursuant to
any scheme approved under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 232 of the
Companies Act, 2013.

7. None of our Directors and Key Management Personnel hold any Equity Shares.

8. Other than the bonus issue made by our Company on November 10, 2016, our Company has not issued any Equity
Shares at a price that may be lower than the Offer Price during the last one year. For details in relation to the bonus
issuance, see “Capital Structure - Notes to the Capital Structure – Issue of Equity Shares for consideration other than

98
 cash, through a bonus issue or out of revaluation reserves” on page 95.

9. For details in relation to allotments made in the last two years preceding the date of this Draft Red Herring
Prospectus, see “Capital Structure - Equity Share capital history of our Company” beginning on page 93.

10. Our Company has not issued any employee stock options in the past.

11. As of the date of this Draft Red Herring Prospectus, the total number of our Shareholders is 79.

12. There has been no financing arrangement whereby our Directors and their relatives have financed the purchase by
any other person of securities of our Company other than in normal course of the business of the financing entity
during the period of six months immediately preceding the date of this Draft Red Herring Prospectus.

13. Our Company presently does not intend or propose to alter its capital structure for a period of six months from the
Bid/Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue of
Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity
Shares) whether on a preferential basis or by way of issue of bonus shares or on a rights basis or by way of further
public issue of Equity Shares or qualified institutions placements or otherwise.

14. Our Directors and their immediate relatives have not purchased or sold any securities of our Company or its
Subsidiaries during the period commencing six months immediately prior to the date of filing this Draft Red Herring
Prospectus.

15. Our Company, our Directors and the Managers have not made any or entered into any buy-back and/or standby
arrangements for purchase of the Equity Shares being offered in the Offer from any person.

16. Except for (i) 9,900,000 Equity Shares held by Citigroup Strategic Holdings Mauritius Limited, an associate of Citi,
(ii) 2,126,674 Equity Shares held by JM Financial, one of our Managers, (iii) 14,850,000 Equity Shares held by MS
Strategic (Mauritius) Limited, an associate of Morgan Stanley, (iv) 811,250 Equity Shares held by Housing
Development Finance Corporation Limited, associate of HDFC, (v) 2,750,000 Equity Shares held by ICICI Lombard
General Insurance Company Limited and 2,629 Equity Shares held by ICICI Bank Limited, associates of I-Sec, and
(vi) 4,471,907 Equity Shares held by IDFC, one of our Managers and 1,392,380 Equity Shares held by IDFC
S.P.I.C.E Fund, associate of IDFC as on the date of this Draft Red Herring Prospectus, the Managers or their
respective associates (in accordance with the definition of “associate company” as provided under Section 2(6) of the
Companies Act, 2013) do not hold any Equity Shares in our Company.

17. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into Equity
Shares as on the date of this Draft Red Herring Prospectus.

18. Any over-subscription to the extent of 10% of the Offer can be retained for the purposes of rounding off to the
nearest multiple of minimum Allotment lot.

19. All Equity Shares allotted pursuant to the Offer will be fully paid-up at the time of Allotment and there are no partly
paid up Equity Shares as on the date of this Draft Red Herring Prospectus.

20. The Offer is being made through the Book Building Process wherein not more than 50% of the Offer shall be
available for allocation on a proportionate basis to QIBs, provided that our Company in consultation with the
Managers may allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis. 5% of the QIB
Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual
Funds only, and the remainder of the QIB Category shall be available for allocation on a proportionate basis to all
QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above
the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to
Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual
Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer
Price. Under-subscription, if any, in any category, except in the QIB Category, would be allowed to be met with spill
over from any other category or a combination of categories at the discretion of our Company in consultation with
the Managers and the Designated Stock Exchange. All potential investors, other than Anchor Investors, are
mandatorily required to utilise the ASBA process by providing details of their respective bank accounts which will
be blocked by the SCSBs to the extent of the respective Bid Amounts, to participate in the Offer. For further details,
see “Offer Procedure” beginning on page 506.

21. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our Company shall
comply with such disclosure and accounting norms as may be specified by SEBI from time to time.

99
22. No payment, direct or indirect in the nature of discount, commission, and allowance or otherwise shall be made by
us to the persons who are Allotted Equity Shares pursuant to the Offer.

100
 OBJECTS OF THE OFFER

The objects of the Offer are to achieve the benefits of listing the Equity Shares on the Stock Exchange and to carry out the
sale of up to 111,411,970 Equity Shares by the Selling Shareholders. The listing of the Equity Shares will enhance our
Company’s brand and provide liquidity to the existing Shareholders. Our Company expects that the proposed listing will also
provide a public market for the Equity Shares in India. Our Company will not receive any proceeds of the Offer.

Offer Expenses

The total Offer related expenses are estimated to be approximately ₹ [●] million. The Offer related expenses include, among
others, listing fees, fees payable to the Managers underwriting fees, selling commission, legal counsels, Registrar to the Offer,
Public Offer Bank(s) including processing fee to the SCSBs for processing Bid cum Application Forms submitted by ASBA
Bidders procured by the Members of the Syndicate and submitted to SCSBs, brokerage and selling commission payable to
Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising and marketing expenses and all other
incidental expenses for listing the Equity Shares on the Stock Exchange. All costs, fees and expenses associated with and
incurred in connection with the Offer will be borne by the Selling Shareholders on a pro-rata basis, except the listing fees,
which shall be borne by our Company. Additionally, in the event our Company incurs any portion of the Offer expenses, on
behalf of the Selling Shareholders, the Selling Shareholders shall reimburse our Company, in proportion to the respective
Equity Shares offered by each Selling Shareholder in the Offer. All such amounts shall be deducted from the Offer proceeds
received and credited in the Public Offer Account, before the same is disbursed to the Selling Shareholders. The following
table sets forth details of the break-up for the Offer expenses:

Activity Estimated As a % of total As a % of total

Expense(1) estimated Offer Offer size(1)
(₹ million) expense(1)
Fees payable to the Managers [●] [●] [●]

Selling commission and processing fees for SCSBs(2) [●] [●] [●]

Selling commission and bidding charges for the members of the [●] [●] [●]
Syndicate (including Sub-Syndicate members), Syndicate
Members, Registered Brokers, RTAs and CDPs(3)(4)

Fees payable to Registrar to the Offer [●] [●] [●]

Printing and stationery expenses [●] [●] [●]

Advertising and marketing expenses

Others: [●] [●] [●]

i. Listing fees;

ii. SEBI and the Stock Exchange processing fees;

iii. Book building fees;

iv. Fees payable to legal counsels;

v. Fees payable to Joint Auditors and independent

chartered accountants; and

vi. Miscellaneous.

Total Offer Expenses [●] [●] [●]

(1) Amounts will be finalised at the time of filing the Prospectus and on determination of Offer Price and other details. The details of
commission and processing fees shall be incorporated at the time of filing the Red Herring Prospectus.

(2) SCSBs will be entitled to a processing fee of ₹ [●] per ASBA Form for processing the ASBA Forms procured by Members of the
Syndicate, sub-syndicate/agents, Registered Brokers, RTAs or CDPs from Retail Individual Bidders and Non-Institutional Bidders and
submitted to the SCSBs.

(3) Members of the Syndicate including Sub-Syndicate Members, RTAs, CDPs and SCSBs (for the forms directly procured by them) will
be entitled to selling commission as below:

101
  Portion for Retail Individual Bidders: [●]% of the Amount Allotted*

 Portion for Non-Institutional Bidders: [●]% of the Amount Allotted*

(4) Registered Brokers will be entitled to a commission of ₹ [●] per every valid ASBA Form submitted to them and uploaded on the
electronic bidding system of the Stock Exchange.

(All of the above are exclusive of applicable taxes)

* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

The commission and processing fees shall be payable within [●] Working Days post the date of the receipt of the final
invoices of the respective interdmediaries by our Company.

Monitoring of Utilisation of Funds

Since the Offer is an offer for sale and our Company will not receive any proceeds from the Offer, our Company is not
required to appoint a monitoring agency for the Offer.

102
 BASIS FOR OFFER PRICE

The Offer Price will be determined by our Company in consultation with the Selling Shareholders’ Committee and the
Managers, within the price band which will be determined by our Company in consultation with the Managers and upon due
consideration of the recommendation of the Selling Shareholder’s Committee. The Offer Price will be determined on the
basis of assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of
quantitative and qualitative factors as described below. The face value of the Equity Shares is ₹1 each and the Offer Price is
[●] times the face value at the lower end of the Price Band and [●] times the face value at the higher end of the Price Band.
Investors should also refer to “Our Business”, “Risk Factors”, “Financial Statements” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on pages 152, 19, 215 and 428, respectively, to have an
informed view before making an investment decision.

Qualitative Factors

We believe the following business strengths allow us to successfully compete in the industry:

a) Market leader in India and a leading stock exchange globally;

b) Strong track record of growth in an Indian economy poised for further growth;

c) Comprehensive and innovative product and service offerings delivered through a vertically-integrated business
model supported by a robust risk management system;

d) Proprietary technology platform with a track record of innovation;

e) Strong and diverse financial profile across established and high-growth business lines; and

f) Experienced and skilled management team.

For further details, see “Our Business – Our Competitive Strengths” beginning on page 153.

Quantitative Factors

The information presented below is based on our Company’s standalone and consolidated Restated Financial Information.
For further details, see “Financial Statements” beginning on page 215.

Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:

I. Basic and Diluted Earnings per Share (“EPS”) (Face value of ₹ 1 each), as adjusted for change in capital:

On a standalone basis:

Financial Year ended Restated Standalone Basic and Weight

Diluted EPS (₹)
March 31, 2016 15.77 3
March 31, 2015 15.08 2
March 31, 2014 16.15 1
Weighted Average 15.60

On a consolidated basis:

Financial Year ended Restated Consolidated Basic Weight

and Diluted EPS (₹)
March 31, 2016 19.70 3
March 31, 2015 20.08 2
March 31, 2014 15.12 1
Weighted Average 19.06

For the six month period ended September 30, 2016, the basic EPS and the diluted EPS was ₹ 11.36, on a restated
standalone basis, and ₹ 11.89, on a restated consolidated basis (Not Annualized).

Notes:

(1) Basic EPS (₹) = Net profit as restated, attributable to equity shareholders
----------------------------------------------------------------------

103
 Weighted average number of equity shares

(2) Diluted EPS (₹) = Net profit as restated, attributable to equity shareholders
----------------------------------------------------------------------
Weighted average number of dilutive equity shares
(3) The face value of each Equity Share is ₹ 1.

(4) All share data has been adjusted for bonus issue and sub-division of equity shares of our Company:

 A bonus issue was made to our shareholders as of the record date, November 23, 2016, in the ratio of
1:10, pursuant to our Board and Shareholders’ resolutions passed on October 4, 2016 and November 10,
2016, respectively.

 The equity shares of our Company were sub-divided from equity shares of face value of ₹ 10 each into
equity shares of face value of ₹ 1 each, pursuant to our Board and Shareholders’ resolutions passed on
October 4, 2016 and November 10, 2016, respectively. The record date for the aforementioned sub-
division was December 14, 2016.

(4) Basic and diluted earnings per Equity Share are computed in accordance with Accounting Standard 20 and
Accounting Standard 33 ‘Earnings per Share’ notified under the Companies Act, 2013 read together with the
Companies (Accounting Standards) Rules.

(5) The figures disclosed above are based on the Restated Financial Information. The above information should
be read with significant accounting policies and notes on Restated Financial Information as appearing in the
Financial Statements beginning on page 215.

II. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:

Particulars P/E at the lower end of P/E at the higher end of

the Price Band the Price Band
(number of times) (number of times)
Based on basic and diluted EPS for the year ended March [●] [●]
31, 2016 on a standalone basis
Based on basic and diluted EPS for the year ended March [●] [●]
31, 2016 on a consolidated basis

III. Return on Net Worth (“RoNW”):

Period ended Restated Standalone RoNW Restated Consolidated RoNW Weight

(%) (%)
March 31, 2016 13.64% 14.20% 3
March 31, 2015 14.00% 15.47% 2
March 31, 2014 16.22% 12.19% 1
Weighted Average 14.19% 14.29%

For the six month period ended September 30, 2016, the RoNW was 9.46% on a restated standalone basis and 8.34%
on a restated consolidated basis (not annualized).

Notes:

(1) RoNW (%) = Net profit after tax, as restated

----------------------------------------------------------------------
Net worth at the end of the year/ period

(2) Net worth has been computed as the aggregate of equity share capital and other equity (including securities
premium and surplus/ (deficit)), excluding non-controlling interest.

(3) The figures disclosed above are based on the Restated Financial Information. The above information should
be read with significant accounting policies and notes on the Restated Financial Information as appearing in
“Financial Statements” beginning on page 215.

IV. Minimum Return on Increased Net Worth required for maintaining pre-issue EPS as at March 31, 2016 is:

There will be no change in the net worth post-Offer, as the Offer is by way of offer for sale.

104
V. Net Asset Value (NAV) per Equity Share (Face value of ₹ 1 each):

Financial Year ended/ Period ended NAV per Equity Share (₹)
September 30, 2016 on standalone basis 120.04
September 30, 2016 on consolidated basis 142.58
March 31, 2016 on standalone basis 115.57
March 31, 2016 on consolidated basis 138.74

 As the Offer consists only of an offer for sale by the Selling Shareholders, there will be no change in the
NAV post-Offer.

 Offer Price: ₹ [●]

Notes:

(1) NAV per Equity Share (₹) = Net worth at the end of the year/ period
----------------------------------------------------------------------
Number of equity shares outstanding at the end of the year/ period

(2) All share data has been adjusted for bonus issue and sub-division of equity shares of our Company.

(3) Net worth has been computed as the aggregate of equity share capital and other equity (including securities
premium and surplus/ (deficit)), excluding non-controlling interest.

(4) The figures disclosed above are based on the Restated Financial Information. The above information should
be read with significant accounting policies and notes on Restated Financial Information as appearing in
“Financial Statements” beginning on page 215.

VI. Comparison with Listed Industry Peers

There are no comparable listed companies in India engaged in the same line of business as our Company, hence
comparison with industry peers are not applicable.

VII. The Offer price is [●] times of the face value of the Equity Shares.

The Offer Price of ₹ [●] has been determined by our Company in consultation with the Selling Shareholders’
Committee and the Managers, on the basis of demand from investors for Equity Shares through the Book Building
Process and, is justified in view of the above qualitative and quantitative parameters.

Investors should read the above mentioned information along with “Risk Factors”, “Our Business”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Statements” beginning on
pages 19, 152, 428 and 215, respectively, to have a more informed view. The trading price of the Equity Shares
could decline due to the factors mentioned in the “Risk Factors” and you may lose all or part of your investments.

105
 STATEMENT OF TAX BENEFITS

Date: December 26, 2016

To,
The Board of Directors
National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex,
Bandra (E)
Mumbai – 400 051

Dear Sirs,

Subject: Statement of Possible Special Tax Benefits available to National Stock Exchange of India Limited (“the
Company”) and its shareholders prepared in accordance with the requirement in Schedule VIII – Clause (VII) (L) of
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as
amended (‘the regulations’)

We hereby report that the enclosed Annexure, prepared by National Stock Exchange of India Limited (‘the Company’), states
the possible special tax benefits available to the Company and the shareholders of the Company under the provisions of the
Income-tax Act, 1961 (‘the Act’ or ‘the Tax Laws’), (i.e. including amendments made by Finance Act 2016, i.e. applicable
for the financial year 2016-17, relevant to the assessment year 2017-2018) presently in force in India as on signing date for
inclusion in the Draft Red Herring Prospectus (“DRHP”), the Red Herring Prospectus (“RHP”) and Prospectus (collectively
“Offer Documents”). Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the Act. Hence, the ability of the Company or its shareholders to derive the
possible special tax benefits, is dependent upon the Company or its shareholders fulfilling such conditions, which based on
the business imperatives, the Company may face in the future and accordingly, the Company or its shareholders may or may
not choose to fulfill.

The benefits discussed in the enclosed Annexure cover only the special tax benefits available to the Company and its
shareholders and do not cover general tax benefits. Special tax benefits are benefits which are generally not available for all
companies. Further, the preparation of the contents stated is the responsibility of the Company's management. We are
informed that this Statement is only intended to provide general information to the investors and hence is neither designed nor
intended to be a substitute for professional tax advice. In view of the nature of individual tax consequences and the changing
tax laws, each of the investor is advised to consult his or her or their own tax consultant with respect to the specific tax
implications arising out of their participation in the offer for sale of equity shares of the Company.

We do not express any opinion or provide any assurance as to whether:

 the Company or its shareholders will continue to obtain these benefits in future; or

 the conditions prescribed for availing the benefits, where applicable, have been/would be met with; and the revenue
authorities/courts will concur with the views expressed herein.

The contents of the enclosed Annexure are based on information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company.

Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue
authorities / courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its
interpretation, which are subject to change from time to time. We do not assume responsibility to update the views
consequent to such changes. We shall not be liable for any claims, liabilities or expenses relating to this assignment except to
the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or
intentional misconduct.

We hereby consent to the use of our name and other details, including reference to our firm as one of the joint statutory
auditors to the Company. We further consent to be named as an expert in the Offer Documents, as defined under the
provisions of the Companies Act, 2013 and the rules framed thereunder.

The enclosed annexure is intended for your information and for inclusion in the Offer Documents in connection with the
proposed offer for sale of equity shares and is not to be used, referred to or distributed for any other purpose without our prior
written consent.

Yours faithfully,

106
For Khandelwal Jain & Co.
Chartered Accountants
(Firm Registration No. 105049W)

S.S.Shah
Partner
Membership No.33632
Mumbai

107
 ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO NATIONAL
STOCK EXCHANGE OF INDIA LIMITED (THE “COMPANY”) AND ITS SHAREHOLDERS UNDER THE
APPLICABLE TAX LAWS IN INDIA

Outlined below are the possible special tax benefits available to the Company and its shareholders under the current tax laws
in force in India. These benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under
the relevant tax laws. Hence, the ability of the Company or its shareholders to derive the special tax benefits is dependent
upon the Company or its shareholders fulfilling such conditions, which based on business imperatives it faces in the future, it
may not choose to fulfil.

UNDER THE INCOME TAX ACT 1961 (“THE ACT”)

1. Special tax benefits available to the Company

There are no special tax benefits available to the Company under the provisions of the Act.

2. Special tax benefits available to the shareholders of the Company

2.1 Special tax benefits to Foreign Institutional Investors (‘FIIs’) / Foreign Portfolio Investor

Section 2(14) of the Act provides that any security held by a FII who has invested in such securities in accordance
with the regulations made under Securities and Exchange Board of India Act, 1992 would be treated as a capital
asset only so that any income arising from transfer of such security by a FII would be treated in the nature of capital
gains.

Under section 115AD(1)(ii) of the Act, income by way of STCG arising to the FII on transfer of shares shall be
chargeable at a rate of 30% where such transactions are not subjected to STT and at the rate of 15% if such
transaction of sale is entered on a recognised stock exchange in India and is chargeable to STT. The above rates are
to be increased by applicable surcharge, education cess and secondary and higher education cess.

Under section 115AD(1)(iii) of the Act income by way of LTCG arising from the transfer of shares (in cases not
covered under section 10(38) of the Act) held in the Company will be taxable at the rate of 10% (plus applicable
surcharge, education cess and secondary and higher education cess). The benefits of indexation of cost and of
foreign currency fluctuations are not available to FIIs.

FPI registered under SEBI (Foreign Portfolio Investors) Regulation 2014 have been specified as FII’s for the
purpose of section 115AD

2.2 Special tax benefits available to venture capital companies/ funds

Under section 10(23FB) of the Act, any income of Venture Capital Company registered with SEBI or Venture
Capital Fund registered under the provision of the Registration Act, 1908 (set up to raise funds for investment in
venture capital undertaking notified in this behalf), would be exempt from income tax, subject to conditions
specified therein. (Not applicable to income of venture capital fund/company being an investment fund specified in
clause of the Explanation 1 to section 115UB).

Venture capital companies / funds are defined to include only those companies / funds which have been granted a
certificate of registration, before the 21st day of May, 2012 as a Venture Capital Fund or have been granted a
certificate of registration as Venture Capital Fund as a sub-category of Category I Alternative Investment Fund.

‘Venture capital undertaking’ means a venture capital undertaking as defined in clause (n) of regulation 2 of the
Venture Capital Funds Regulations or as defined in clause (aa) of sub-regulation (1) of regulation 2 of the
Alternative Investment Funds Regulations.

As per section 115U(1) of the Act, any income accruing or arising to or received by a person out of investments
made in Venture Capital Company/Venture Capital Fund would be taxable in the hands of the person making an
investment in the same manner as if it were the income accruing/arising/received by such person had the investments
been made directly in the venture capital undertaking.

As per section 115U(5) of the Act, the income accruing or arising to or received by the venture capital
company/funds from investments made in a venture capital undertaking if not paid or credited to a person (who has
investments in a Venture Capital Company /Fund) shall be deemed to have been credited to the account of the said
person on the last day of the previous year in the same proportion in which such person would have been entitled to
receive the income had it been paid in the previous year.

108
2.3 Special tax benefits to Non-Resident Indians

As per section 115C(e) of the Act, the term “non-resident Indian” means an individual, being a citizen of India or a
person of Indian origin who is not a “resident”. A person shall be deemed to be of Indian origin if he, or either of his
parents or any of his grand-parents, was born in undivided India.

As per section 115E of the Act, in the case of a shareholder being a non-resident Indian, and subscribing to the
shares of the Company in convertible foreign exchange, in accordance with and subject to the prescribed conditions,
LTCG on transfer of the shares of the Company (in cases not covered under section 10(38) of the Act) will be
subject to tax at the rate of 10% (plus applicable surcharge, education cess and secondary and higher education cess),
without any indexation benefit.

As per section 115F of the Act and subject to the conditions specified therein, in the case of a shareholder being a
non-resident Indian, gains arising on transfer of a long term capital asset being shares of the Company, which were
acquired, or purchased with or subscribed to in, convertible foreign exchange, will not be chargeable to tax if the
entire net consideration received on such transfer is invested within the prescribed period of six months in any
specified asset or savings certificates referred to in section 10(4B) of the Act. If part of such net consideration is
invested within the prescribed period of six months in any specified asset or savings certificates referred to in section
10(4B) of the Act then this exemption would be allowable on a proportionate basis. Further, if the specified asset or
saving certificates in which the investment has been made is transferred within a period of three years from the date
of investment, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital
gains in the year in which such specified asset or savings certificates are transferred.

As per section 115G of the Act, non-resident Indians are not obliged to file a return of income under section 139(1)
of the Act, if their only source of income is income from specified investments or long term capital gains earned on
transfer of such investments or both, provided tax has been deducted at source from such income as per the
provisions of Chapter XVII-B of the Act.

As per section 115H of the Act, where non-resident Indian becomes assessable as a resident in India, he may furnish
a declaration in writing to the Assessing Officer, along with his return of income for that year under section 139 of
the Act to the effect that the provisions of Chapter XII-A shall continue to apply to him in relation to investment
income derived from the investment in equity shares of the Company as mentioned in section 115C(f)(i) of the Act
for that year and subsequent assessment years until assets are converted into money.

As per section 115I of the Act, a non-resident Indian may elect not to be governed by the provisions of Chapter XII-
A for any assessment year by furnishing a declaration along with his return of income for that assessment year under
section 139 of the Act, that the provisions of Chapter XII-A shall not apply to him for that assessment year and
accordingly his total income for that assessment year will be computed in accordance with the other provisions of
the Act.

2.4 Special tax benefits available to Alternative Investment Fund (Category I and II)

Under section 10(23FBA), any income of an investment fund other than the income chargeable under the head
"Profits and gains of business or profession" is exempt from income tax.

As per section 115UB(1) of the Act, any income accruing or arising to or received by a person out of his investments
in investment Fund would be taxable in the hands of the person making an investment in the same manner as if it
were the income accruing/arising/received by such person had the investments by the investment fund been made
directly by him.

As per section 115UB(6) of the Act, the income accruing or arising to or received by the investment fund if not paid
or credited to the person (who has investments in the investment fund) shall be deemed to have been credited to the
account of the said person on the last day of the previous year in the same proportion in which such person would
have been entitled to receive the income had it been paid in the previous year

2.5 Special tax benefits available to Mutual Funds

As per section 10(23D) of the Act, any income of Mutual Funds registered under the Securities and Exchange Board
of India Act, 1992 or Regulations made thereunder and such other Mutual Funds set up by public sector banks or
public financial institutions or authorised by the Reserve Bank of India subject to such conditions as the Central
Government may, by notification in the Official Gazette, specify in this behalf will be exempt from income tax.

Notes:

 The above Statement of Tax Benefits sets out the provisions of law (i.e. the Act as amended by the Finance Act 2016)

109
 presently in force in India, in a summary manner only and is not a complete analysis or listing of all potential tax
consequences of the purchase, ownership and disposal of equity shares;

 The above Statement of Tax Benefits sets out the only the special tax benefits available to the Company and its
shareholders under the current tax laws (i.e. the Act as amended by the Finance Act 2016) presently in force in India.
These benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant
tax laws;

 The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits
or benefits under any other law;

 This statement is only intended to provide general information to the investors and is neither designed nor intended to be
a substitute for professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws,
each investor is advised to consult his or her/ its own tax consultant with respect to the specific tax implications arising
out of their participation in the issue;

 In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any
benefits available under the DTAA, if any, between India and the country in which the non-resident has fiscal domicile;

 The stated benefits will be available only to the sole/first named holder in case the shares are held by joint shareholders;

 The tax rates (including rates for tax deduction at source) mentioned in this Statement is applicable for AY 2017-18.

 Wealth Tax is abolished by Finance Act, 2015 with effect from April 1, 2015 and will accordingly not apply in relation to
the assessment year 2016-17 and subsequent assessment year.

110
 SECTION IV: ABOUT OUR COMPANY

INDUSTRY OVERVIEW

The information in this section has been obtained from the Oliver Wyman Report that includes publically available
information and third party data sources. We have commissioned the Oliver Wyman Report for the purposes of confirming
our understanding of the industry in connection with the Offer. Neither we, nor any of the Managers, nor any other person
connected with the Offer has verified the information in the Oliver Wyman Report. Similarly, Oliver Wyman has not verified
any publically available information or third party sources referenced in the Oliver Wyman Report (as mentioned in the
Market Data section for this Draft Red Herring Prospectus). Prospective investors are advised not to unduly rely on the
Oliver Wyman Report and this section when making their investment decision.

The financial information pertaining to our Company included in the Oliver Wyman Report and this Industry Overview
section has been prepared in accordance with Indian GAAP. The financial information pertaining to our Company included
elsewhere in this Draft Red Herring Prospectus has been derived from our Restated Financial Information that have been
prepared under Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules,
2015 read with Section 133 of the Companies Act, 2013 to the extent applicable. The Restated Financial Information have
been compiled from the audited consolidated financial statements of our Company for the respective years under Indian
GAAP, and from the audited condensed consolidated financial statements as of and for the six months ended September 30,
2016 prepared under Ind AS. Significant differences exist between Ind AS and Indian GAAP. See “Risk Factors – Internal
Risks – Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S.
GAAP, which may be material to investors’ assessment of our financial condition” on pages 44 to 45 for more information

The Oliver Wyman Report contains the following disclaimers:

“The report contains information that has been furnished by others which is believed to be reliable but has not been verified.
No warranty is given as to the accuracy of such information. Public information and industry and statistical data contained
in the report are from sources we deem to be reliable; however, we make no representation as to the accuracy or
completeness of such information and have accepted the information without further verification.

The findings contained in this report may contain predictions based on current data and historical trends. Any such
predictions are subject to inherent risks and uncertainties. In particular, actual results could be impacted by future events
which cannot be predicted or controlled, including, without limitation, changes in business strategies, the development of
future products and services, changes in market and industry conditions, the outcome of contingencies, changes in
management, changes in law or regulations. Oliver Wyman accepts no responsibility for actual results or future events.

This report does not represent investment advice and is not a recommendation to any third parties to invest in, refrain from
investing in, or divest from, any company covered in the report. Oliver Wyman shall not be liable for any loss or damage
suffered by third parties because of reliance on the information contained in this report.”

Overview of Indian macro-economy – Trends and Outlook

With approximately 1.3 billion people and one of the world’s largest economies, India’s recent growth and development has
been one of the most significant achievements of our times. With the nominal GDP growing at 9% over the past decade, India
has witnessed a fast growth in its economy and recently overtook China to become the fastest growing large economy
globally (in real GDP terms).

Figure: India has overtaken China to be the fastest growing large economy

Real GDP growth for various countries

%
16%

12%

India
8%
China
US
4%
UK
Japan
0%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Russia
-4%
Brazil

-8%
Source: The World Bank Group

111
Specifically for India, real GDP growth rates for recent years have been 5.6% (2012), 6.6% (2013), 7.2% (2014) and 7.6%
(2015).

This robust performance has been driven by a number of fundamental strengths in the Indian economy as summarised in the
table below.

Table: Highlights of historical factors strengthening growth of Indian economy

Factor Description

Service Service-led  India has seen above 16% annual growth rate in services sector between 2006 and
economy of India 20141 driven by export of IT and BPO services (source: CEIC DATA COMPANY
LIMITED)

 Services sector contributed approximately 57% of India’s GDP in 20141 as

compared to 53% in 2006 (source: CEIC DATA COMPANY LIMITED)

Favourable  India has the second largest workforce in the world with 860 MM 15–64 year olds
population which constitutes approximately 66% of the total population (source: The World
demographics Bank Group)

 In comparison, China has a workforce of 1 BN people which constitutes

approximately 73% of its population (source: The World Bank Group)

Rising Youth  India’s youth literacy levels have increased from 81.1% in 2006 to 89.7% in 2015
Literacy (source: UNESCO Institute for Statistics)

 Gross enrolment ratio for tertiary education has increased from 11.5% in 2006 to
23.9% in 2013 (source: UNESCO Institute for Statistics)

Rising employment  India’s unemployment rates have steadily fallen from approximately 12% in early
levels 1990s to approximately 5.5% at present (source: Oxford Economics)

 This is in stark contrast to China where unemployment rates have risen from
approximately 2.5% in 1991 to approximately 4.1% in 2015 (source: Oxford
Economics)

Large domestic  Number of middle class households in India has grown from 65 MM in 2006 to
consumer market more than 75 MM in 2015. Growing middle class population has led to a sharp
increase in domestic consumption of goods (source: Euromonitor)

 As a result, India per capita private consumption has grown 2.9 times from 2006
levels to approximately INR 62,000 in 2015 (source: Economist Intelligence Unit)

Lower external  Due to lesser reliance on exports, India is relatively better placed to handle external
dependencies shocks such as falling of commodity prices (source: UNDP)

Policy reforms  Indian government has continually been introducing key reforms to help the Indian
economy grow. Recent examples include increased public spend in infrastructure,
reduction of red-tape to facilitate doing businesses and measures to control inflation

Mature regulatory  Government has been converging Indian commercial laws to be at par with
architecture international laws. For example, the recent enactment of Companies Act, 2013 maps
Indian laws at par with the International Company law (source: EY report titled
“India Inc. – Companies Act 2013, An Overview”)

 RBI’s guidelines on on-tap licensing of banks and small bank licences and SEBI’s
push for corporate bond market reflect maturity amongst the regulators

1
Comparison available between 2006 and 2014 due to change of base year of GDP calculation to 2012

112
 Factor Description

Telecom boom  India has witnessed a telecom boom in the last decade.

 Mobile and internet penetration in India increased from 150 million users and 33
million users, respectively, in 2006 to approximately 1,010 million users and
approximately 340 million users, respectively, in 2015 (source: Economist
Intelligence Unit, TRAI)

Strong foreign  India has seen a strong annual growth rate of approximately 24% in net foreign
investment flows institutional investor inflows over the past decade. As a result, net foreign
institutional investor inflows have grown from INR 410 BN in 2006 to INR 2,770
BN in 2015 (source: NSDL) (See figure below)

Figure: India has improved its fiscal position and continued to attract foreign investments

Declining Fiscal Deficit as a % of GDP India Growth Story on the Rise Attracting
Higher Foreign Investments
Foreign Direct Investment, as % of GDP
10% 50 2.5%

8% 40 2.0%
US$ BN

6% 30 1.5%

4% 3.9% 20 1.0%

2% 10 0.5%

0% 0 0.0%
FY08 FY10 FY12 FY14 FY16 2010 2011 2012 2013 2014 2015
Note: The data is for Financial Year(1-Apr to 31-Mar) Source: The World Bank Group
Source: CEIC Data Company Limited

Foreign direct investment into India has steadily increased from approximately USD 24 billion in calendar year 2012 to
approximately USD 44 billion in calendar year 2015 and approximately USD 32 billion in the nine months ended September
30, 2016. Foreign direct investment in India accounted for only approximately 2% of India’s GDP in 2015 despite increasing
from approximately USD 28 billion to approximately USD 34 billion to approximately USD 44 billion as of 2013, 2014 and
2015, respectively.

Driven by strong growth in economy along with a strong savings culture, both household income and household savings have
seen a substantial increase in the past decade. The per capita income increased by approximately 3.5 times from 2006 to 2015
(indicating annual growth rate of approximately 15%). At the same time, per capita savings grew by approximately 2.5 times
from 2006 to 2015 (indicating annual growth rate of approximately 10%)

113
Figure: India is witnessing fast growth in per-capita disposable income and savings

India per capita disposable income

INR +15% 102,074
92,327
81,562
71,788
51,985 60,041
45,314
29,109 33,286 37,348

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

India per capita savings

INR +10%
17,291 18,132 18,063
16,261
13,248 14,431
10,961
8,429 9,342
7,478

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Note: Calculated taking base year as 2004-05
Source: The World Bank Group, RBI, Oliver Wyman analysis

In the recent past, there have been numerous policy initiatives undertaken to continue this strong pace of growth. Examples
include: increased public spend in infrastructure, passage of Goods and Services Tax, focused efforts to improve ease of
doing business, launching of industrial corridors, movements such as ‘Start-up India’, ‘Make in India’, ‘Skill India’, ‘Digital
India’, “India Stack”. These efforts are likely to serve as a catalyst for growth in the Indian economy.

Going forward, the outlook for Indian economy remains strong. Numerous independent agencies estimate Indian economy to
grow at 7-8% (real GDP terms) over the next few years. This trend is likely to continue beyond the next 5 years and India is
expected to become the 3rd largest economy in the world by 2030, with GDP approximately tripling to USD 7 trillion.

Figure: India is expected to become a US$ 7 TN+ economy by 2030

India Expected to Continue to Be Fastest …And become a US$7 Tn+ Economy by 2030
Growing Economy Globally Nominal GDP (US$ TN)
7.9%

GDP Growth
7.4%
6.5%

8.0% 8 7.4
7.0%
5.4%

6.0% 6
4.2%
4.0%
2.9%

3.5%

5.0%
1.7%

4.0% 4
2.4%

2.4%
2.2%

2.2%

3.2
2.1%
2.0%

1.9%
1.8%

3.0%
1.3%

2.4
1.2%

2.2
0.9%
0.8%

0.8%

2.0% 2
1.0%
0.0% 0
India
Europe

Hong Kong

China
World
Brazil

UK

US
Russia

Singapore

Asia-Pac

2016E 2017E 2020E 2030E

Source: Oxford Economics

Average GDP Growth 2011–2015

Average GDP Growth 2016–2020

Source: Economist Intelligence Unit

114
This strong outlook is driven by a number of factors such as continued policy reforms, thrust on reviving manufacturing,
close monitoring of inflation targets and so on (summarised in Table below).

Table: Factors determining future outlook of Indian economy

Factor Description of trend Expected impact on economy

Continued policy  The government has indicated its keenness to  Improves ease of doing business
reforms bring in policy reforms to help Indian economy
grow. Examples of recent reforms include  Enhances attractiveness of
passage of Goods and Services Tax (GST), investments into India
focus on skill development and building an
industrial corridor to connect major  Stimulates economic activity and
manufacturing hubs to Delhi and Mumbai growth

Favourable  Working population (age 15–64) in India is  Enables growth across sectors
outlook on expected to grow to approximately 940 MM by and industries
dependency ratio 2021 (67% of population) while this population
is expected to fall marginally for China from  Stimulates economic activity
current approximately 1bn to 990 MM (70% of
population) (source: The World Bank Group)

 Furthermore, India is expected to overtake China

to have the world’s largest workforce by 2026
(source: The World Bank Group)

Increasing  With China losing its attractiveness as  Sets the stage for growth in
manufacturing manufacturing hub due to rapidly rising wages, exports
opportunities India stands to gain considerably (source:
Speech by The World Bank Group President)  Enhances localisation of MNCs
in India
 To tap into this opportunity, India has launched
“Make in India” initiative to attract investors to  Creates new jobs
set-up or expand their manufacturing base in
India  Stimulates economic activity

Smartphones and  Smartphone users in India are expected to grow  Improves access to a broad range
internet boom from 168 MM in 2015 to 317 MM by 2019 of services and products
(source: Statista)
 Drives greater consumption
 Similarly, internet users are expected to grow
from 340 MM in 2015 to 500 MM by 2017  Enhances ‘national’ and ‘global’
opening avenues for new online businesses connect of MSME businesses
(source: Bloomberg research)
 Improves literacy and awareness
 As mobile and internet penetration increases in levels
India, retail participation in the markets may
increase

Start-up boom  With 4,000+ start-ups, India has 3rd largest  Disrupts business models
number of technology start-ups in the world
behind US and UK (source: NASSCOM)  Creates new jobs

 Campaigns like “Start-up India” will push this  Improves access to a broad range
number even higher of services and products

Increasing global  Indian government is continually pushing for  Enables easier access to India as
integration increasing global integration an investment destination

 Recent relaxation of foreign investment caps  Enhances attractiveness of

include insurance firms (from 26% to 49%), investments into India
military contractors (from 49% to 100%), real
estate companies (now any project regardless of  Provides diverse avenues for
size can have access to FDI) (source: Make in foreign investors to invest in

115
 Factor Description of trend Expected impact on economy

India website) India

Inflation  After years of high inflation of above 8%,  Improves competitiveness of

India’s inflation has come down to moderate India manufactured goods and
levels of approximately 5%–6% since 2014 services in the global market
(source: The World Bank Group)
 Stimulates economic activity
 RBI has set up an inflation targeting regime (5%
by March 2017). Due to RBI’s strong focus on
inflation targets, it is expected that the inflation
levels will remain low in the coming years

***Additional note to readers***

The recent government action of demonetisation is a significant step to move India to a ‘less-cash’ economy in the near term and
potentially a ‘cash-less’ economy in the medium term. The economy is currently in a period of ‘transition’ and there is uncertainty on the
nature and timing of the impact of the policy action. Directionally, we can expect that demonetisation may lead to attractive growth
opportunities for exchanges in India. We list below some potential drivers that may support capital markets growth, the likely time to
impact (near term vs. medium term vs. long term) as well as nature of impact (permanent vs. temporary)

 Greater allocation of household savings towards productive, financial assets (long term, permanent). This will have direct positive
impact on capital markets participation by retail investors

 Adoption of digital payment mechanisms for financial as well as non-financial transactions (long term, permanent). This has the
potential to lead to greater participation in capital markets due to seamless integration of payment and trading platforms

 Uncertainty in outlook leading to higher market volatility (medium term, temporary). This may lead to greater turnover in the capital
markets in the near term (hence leading to potential increase in exchange revenues)

 Drop in interest rate driving greater participation in capital markets for better returns (near term, temporary). This may lead to
greater participation as well as turnover in the capital markets

At the same time, the policy action can also dampen the outlook for exchanges in India due to reasons such as slowdown in GDP growth
(near term, temporary), substantial proportion of new deposits driven towards tax payments (near term, permanent), sizeable proportion of
new deposits locked in fixed deposits (near term, temporary), reduced attractiveness of India as an investment destination given uncertainty
over investment horizons of 3/5 years.

There is a great deal of uncertainty on the near-medium term impact of demonetisation. The move has potential to become an inflection
point for banking and capital markets sectors, as well as for the economy as a whole. We believe that it is too early to define likely
scenarios or to estimate quantitative impact of demonetisation on turnover in various asset classes. As such, this report (finalised before the
full impact of demonetisation is clear) does not take into account the opportunities for faster growth of capital markets nor does it factor in
potential slowdown in the economy in the near term.

*****

116
Capital markets in India – Evolution and global comparison

As the Indian economy matured from 1991, financial services sector served as the backbone of India growth with strong
growth in indicators like banked population, number of bank branches and ATMs, banking sector assets, market capitalization
and number of listed companies, among others.

Table: Summary of shifts in key indicators related to financial markets

Indicators India Developed Source

2006 2015 Annual economies1 (2015)
change
Banking related % population with bank 44% 52% 4% Above 90% RBI, The World Bank
accounts2 Group, FDIC3, UOB4
Number of bank branches 8.8 13.5 7% 25–34 International Monetary
per 100,000 adults Fund
Number of ATMs per 2.7 17.8 27% 100+ International Monetary
100,000 adults Fund
Number of debit card 45.7 624.2 34% 10,000+ RBI, Statista
transactions (MM)
Banking sector assets (USD 0.65 1.85 12% 16–21 RBI, SNL
TN)
Domestic credit by financial 0.4 1.55 16% 11–63 RBI, SEBI, St. Louis
sector (USD TN)5 Fed, BOE6
Capital markets and Number of listed companies 4,736 5,835 2% 1,070–2,860 The World Bank Group
insurance related Market capitalisation (USD 0.8 1.5 7% 1.5–5 Bloomberg, The World
TN) Bank Group
Market capitalisation as % 86% 73% 7% 88–139% The World Bank Group
GDP
Assets under management of 0.077 0.18 11% 1.3–1.5 AMFI, ICI8
mutual funds (USD TN)
Assets under management of 0.12 0.37 15% 2.5–5.5 IRDAI, OECD
insurers (USD TN)
1 Calculated by using sample of advanced economies including US, UK, Japan and Australia

2 For calculating % population with bank accounts, only adult population (age 14+) has been considered

3 Federal Deposit Insurance Corporation

4 University of Birmingham

5 Domestic credit consists of bank advances, NBFC advances and corporate bonds outstanding

6 Bank of England

7 AUM of mutual fund as of March 2007

8 Investment Company Institute

117
Traditionally, Indian households have invested a majority of their savings (approximately 60%) into physical assets such as
gold and real estate with share of financial assets being lower as compared to developed economies. However, the share of
financial assets in savings is increasing over the last 3 years.

Figure: Allocation of household savings towards financial assets has grown in recent years

Share of savings in financial and non- Allocation of household financial and non-
financial assets- Evolution in India financial assets
% of total household savings In %, 2015

40%
60% 60% 55%
67% 63%

60%
40% 40% 45%
33% 37%

FY13 FY14 FY15 India Emerging Developed

economies economies

Financial assets Non-financial assets (Physical assets)

Note: The chart indicates split of yearly savings and not consolidated y-o-y savings; data for FY16 not available; The data is for
Financial Year (1-Apr to 31-Mar)
Note: Financial assets refer to financial products such as deposits, cash, equities, insurance and pensions funds. Non-financial
assets include precious metals and real estate
Source: RBI, Oliver Wyman proprietary models and analysis

It is expected that the allocation of household savings to financial assets will improve in the medium term driven by

 Improving financial literacy levels: A number of focused programs being run by the regulators towards this cause

 Focus on financial inclusion: Driving financial inclusion has been the focus of numerous initiatives in the recent
past such as Pradhan Mantri Jan Dhan Yojana, linking of Aadhaar card to bank accounts, Pradhan Mantri Fasal
Bima Yojana, Digital India, India Stack, new bank licenses, launch of payment banks and small banks. These
initiatives are expected to be instrumental in further pushing financial inclusion and drive a step change in key
financial markets indicators

 Ease of access: Supported by boom in the telecom sector (internet and mobiles), as well as the launch of banking
services on mobile phones and rise of fin-tech companies that focus on customer experience, it is expected that
accessibility of organised financial services will improve dramatically

 Urbanisation: While the India Economic survey estimates proportion of population living in urban areas as
approximately 30%, The World Bank Group estimates suggest that there is a sizeable amount of hidden
urbanisation. The World Bank Group estimates the share of India’s population living in areas with urban-like
features is approximately 55%. It is expected that the trend of urbanization will continue at a rapid pace until 2050.
This implies that a vast and growing proportion of the population will have access to financial products, thereby
enhancing allocation of savings to financial assets

 Greater confidence in the markets: SEBI has taken a number of steps to improve corporate governance and
disclosure standards and to curb malpractices such as insider trading. In the medium term, these steps will lead to
greater trust and confidence in capital markets

Financial savings in India totalled approximately USD 0.5 TN as of 2015, comprising approximately 56% of bank deposits
and only 7% of investments in direct equities. Thus, within financial assets, majority of household savings in India are
currently in the form of cash and deposits (approximately 60%). This is in sharp contrast to developed economies where
households rely on a mix of equities, pension products, insurance and other financial products. Compared to emerging
markets selected (e.g. Brazil, Malaysia), there is a huge scope to broaden the suite of financial products that households invest
in. As financial literacy levels improve and per capita savings increase, the allocation of savings into more sophisticated
products such as insurance, mutual funds and direct equities is expected to increase.

118
Figure: Cash and deposits form a large portion of financial assets in India

Allocation of household financial assets

USD TN, 2015
Emerging economies Developed economies
0.5 2.4 37.4 0.2 0.6 1.9 0.6 0.5 3.8 15.3 2.9 1.7 10.8 76.1

Average of cash &

deposits in selected
55% developing markets

28% Average of cash &

deposits in selected
developed markets
Mexico

Thailand
Brazil

Malaysia
India

China

Indonesia

UK

US
Korea
Hong
Kong
Russia

Japan

Singapore
Cash and deposits Equities Life insurance Pension funds Others
Note: Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
Source: Economist Intelligence Unit, Oliver Wyman analysis

Within financial services, capital markets specifically have also seen key developments over the past years. Examples of key
developments include demutualisation of exchanges in 2002, dematerialisation of equities, emergence of screen based trading
owing to the launch of a new technology platform by NSE, introduction of new asset classes and key regulatory changes
introduced by SEBI and RBI to further develop the market. These changes have helped capital markets in India grow to their
current state.

Figure: Timeline of key events in capital markets in India

BSE recognized as stock exchange 1956

1986 S&P Sensex launched by BSE

NSE recognized as stock exchange 1993
Screen based trading introduced in
1994
Indian market by NSE
The first clearing corporation NSCCL
1995
is established Nifty 50 and Nifty Next 50 are launched
1996 by NSE
Dematerialisation of equities by SEBI 1996
Derivatives trading in India was offered
2000 through launch of index futures by NSE
Commencement of internet trading 2000
ETFs in India were introduced by NSE 2002
2002 Demutualisation of Exchanges by SEBI
Introduction of electronic filing system
2004
for listed companies
Currency derivatives were introduced
2008 in India by NSE
Introduction of SME operations by BSE 2012
Launch of e-Mandi for commodity
2016
derivatives by RBI

119
While comparing capital markets in India to global markets, it is important to understand the nuanced differences between
capital markets in India vs global peers. We highlight some salient features of capital markets in India as follows:

 High reliance on banks and NBFCs for corporate funding: Growth of corporates in India has been fuelled by the
banking sector to a large extent. The share of corporate loans to total corporate credit is approximately 65%. As the
economy matures, it is important that the reliance on bank funding is reduced – thus indicating strong potential for
growth of capital markets

 Under-developed corporate bond market and nascent (on-exchange) markets for FX and IR derivatives:
While equity capital markets in India are well-developed, the corporate bond markets are yet to reach substantial size
in primary as well as secondary markets. Corporate bonds outstanding to GDP ratio for India is approximately 13%
compared to 21% for China, 28% for Hong Kong, 44% for Malaysia, 32% for Singapore, 75% for Korea. Likewise,
exchange based markets for trading of FX derivatives and interest rate derivatives are at early stages of development
in India

 Low retail investor participation: Retail investors constitute only approximately 13% of the stock ownership in
India. The number of Demat accounts in India is less than 10% of the number of banking accounts. This indicates a
strong potential for greater participation of retail investors in Indian capital markets. We expect that improved ease
of access to information and to the markets driven by increasing mobile penetration will also play an important role
in deepening participation of retail investors in the markets

 Low free float levels: A large number of listed companies in India have significant promoter holding leading to
lower free float levels (47% for NSE, 46% for BSE compared to 89% in Bovespa, 66% in HKEx, 80% in JSE, 56%
in KRX, 82% for LSE and 90% for NASDAQ). This manifests itself in lower turnover velocity. As the promoters
dilute their holdings over time, this will drive greater turnover in the markets

120
Figure: Promoter holding has reduced over time in India leading to improved free float levels (still lagging global peers)

Stock ownership in India

%, Mar 09 – Mar 16

18% 18% 19% 19% 18% 17% 17% 13%

13%
12% 13% 13% 13% 12% 12% 11%

13% 16% 17% 18% 21% 22% 23% 27%

57% 54% 52% 51% 49% 49% 49% 47%

Mar-09 Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

Note: Based on 97 of BSE100 companies Promoters Domestic Institutional Investors

Source: Oliver Wyman analysis Foreign Institutional Investors Others (incl. Retail investors)

Proportion of free float in major exchanges

% 2010, 2015
Emerging economies Developed economies
89%
93% 95%
89% 86% 82% 89% 90%
76% 80% 76% 82%
69% 68% 66%
57% 60% 56%
46% 47% 43% 46% 49%
35% 43%
38% 37% 32% 35% 37% 37%
30%
HongKong
SET
IDX

KRX

LSE
SGX
BMV

SE
BSE

SE

Japan SE

NASDAQ
NSE

Bursa

NYSE
SE

Malaysia
Bovespa

Shanghai

Shenzhen

Indo- Mala- Thai- Hong Singa-

India Brazil China Mexico Japan Korea UK US
nesia ysia land Kong pore

2010 2015
Note: Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
Source: Oliver Wyman analysis

Additional note: In the figure, it is observed that free float levels in Brazil saw a sharp increase from 2010 to 2015 due to
decrease in promoter holding of few large corporates which affected the overall free float levels of the market.

Globally, there is variation in mix of turnover by asset class across different economies. In general, advanced economies have
a higher share of currency and interest rate derivatives while emerging economies have more of equity and equity derivatives.
We observe the following salient features of capital markets in India for each asset class:

121
Cash equities:

Cash turnover velocity in India has been falling over the past decade (decline from 103% in 2010 to 53% in 2015). At
present, India, with cash turnover at 53%, operates around the average of emerging markets.

The market capitalisation to GDP ratio for India is approximately 73% compared to 140% in US, 89% for Korea and 129%
for Malaysia. Comparing market capitalisation to GDP ratios across countries is tough since the ratio tends to be very volatile
on a y-o-y basis as well as the ratio depends significantly on the nature of the market.

Figure: India has a positive outlook for market cap to GDP and for turnover velocity

Equity market cap relative to GDP vs. turnover velocity

Size of bubble represents market cap, 2015
250
South Africa
Avg = 109%
Singapore
200
MarketCap / GDP (%)

150
US
Malaysia
Japan
100 Australia Avg = 85%
Thailand Korea
India Germany China
Spain
50 Indonesia Mexico
Norway
Austria Brazil Turkey
Russia
0
0 50 100 150 200 250 550
Turnover / Market Cap (%)
1. Average is taken as simple average 2. List of exchanges by country: India – NSE and BSE; China – Shanghai SE, Shenzhen SE; Mexico –
Bolsa Mexicana De Valores, MexDer; Russia – Moscow Exchange; Australia – Australia SE; Canada – TMX Group, Bourse De Montreal;
Korea – Korea Exchange, Europe – Deutsche Bourse, EUREX
Source: WFE, The World Bank Group, Oliver Wyman analysis

In terms of concentration of trading activity in equities, top 50 equities account for a large portion of total equity volumes
traded at both NSE and BSE. This concentration has decreased in the past decade and has now stabilised at around 63%.

Figure: Trading in cash equities segment is fairly concentrated in the top 50 stocks in India

​Share of equity traded value at NSE

29% 26% 18% 29%

35% 39% 35% 37% 40% 46% 37%

71% 74% 82% 71%

65% 61% 65% 63% 60% 54% 63%

FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16

Share of equity traded value at BSE

27% 24% 17%
35% 36% 35% 37% 29% 40% 36%
46%

73% 76% 83%

65% 64% 65% 63% 71% 60% 64%
54%

FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16
Note: The data is for Financial Year (1-Apr to 31-Mar) Top 50 Others
Source: Oliver Wyman analysis

122
This is a similar trend globally where most of the exchanges have high concentration in terms of liquidity indicating that
concentration of liquidity in the top stocks is not an issue unique to Indian exchanges.

Figure: There is concentration of liquidity in top stocks across all major exchanges

Share of equity traded value and number of companies for different exchanges
% of total traded volume, number of companies, as of 31 Mar 2016
Emerging economies Developed economies
5,911 1,808 359 521 143 254 639 1,775 382 1,961 2,736 2,457 2,779
5% 12% 0% 0% 6%
19% 33%
36% 37% 42% 43%
68% 71%
95% 88% 100% 100% 94%
81% 67%
64% 63% 58% 57%
32% 29%

KRX
HKEX
Mexico

Moscow

Thailand

NASDAQ
NSE

Bovespa
BSE

Indonesia

NYSE
LSE
Japan SE
Hong
India Brazil Indonesia Mexico Moscow Thailand Japan Korea UK US
Kong

Top 50 Others
Note: Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
Source: Oliver Wyman analysis

Equity derivatives:

The ratio of equity derivatives to cash volumes in India is severely skewed and the skew has only accentuated in the recent
years. The strong growth in derivatives segments is driven by growth in index options which have grown by approximately
46% annually since FY09 whereas other derivative products (index futures and equity futures) have grown in the range of 3-
13% which is similar to the growth rate of cash equities.

Figure: Index options have led the strong growth in equity derivative markets in India

Cash and cash derivatives turnover for India

INR TN, FY 06–16
0.7 9,000

8,000 Equity
0.6 futures
Index 7,000
0.5 options
6,000
Cash
0.4 5,000
Index
4,000 futures
0.3
Equity
3,000
0.2 options
2,000
0.1
1,000

0.0 0
FY 15
FY 06
FY 07
FY 08
FY 09
FY 10
FY 11
FY 12
FY 13
FY 14

FY 06
FY 07

FY 08
FY 09
FY 10
FY 11
FY 12
FY 13

FY 14
FY 15
FY 16
FY 16

Note: The data is for Financial Year (1-Apr to 31-Mar)

Source: Exchange website, SEBI, WFE

Additional note: Though annual growth rate of equity options is also approximately 47%, this rapid growth is due to a small
base and equity options has the smallest share in total derivatives turnover in India.

The strong growth in index options is driven by regulatory changes and launch of new initiatives. In 2008, the STT
(Securities Transaction tax) structure for index options was changed (STT to be levied on option premium instead of option
value) which led to a huge surge in volumes for index options. Additionally, the launch of co-location services in 2009 led to
a boom in High Frequency Trading in India leading to a sharp growth in index options trading volumes. Also, a number of
key indices have been launched in recent years. Launch of Liquidity Enhancement Incentive Programmes (LEIPS) by BSE in
2014 to incentivise derivative traders further boosted the growth in derivative trades, however eventual withdrawal of these

123
incentives led to correction of volume surge caused by the launch of this scheme.

Driven by the fast growth in the derivatives segment, the ratio of ‘derivatives to cash’ turnover in India has increased
substantially in the recent years. In comparison to a number of emerging markets, the equity derivatives markets in India are
significantly larger and well-developed.

Figure: Comparison of traded volumes of cash equities and equity derivatives

Turnover of Indian equities and equity derivatives

INR TN, FY07–FY16
Derivatives/
Equity turnover: 2.6 2.6 2.9 3.2 6.2 9.2 11.9 13.9 14.7 13.9

800 760
693

600
475

400 387
292 322

200 177
133 110
74 51 55 47 52 50
29 39 35 33 34
0
FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16

Note: The data is for Financial Year (1-Apr to 31-Mar) Equity

Source: Exchange website, WFE
Equity derivatives

Figure: India has high volumes of equity derivatives as compared to emerging economies

Equity derivatives turnover for different exchanges

2015, USD BN
Emerging economies Developed economies
91,435

66,637

42,455

9,854 8,725
1,192 1,164 411 1,126 3,889 4,318

BSE NSE BM&F China Moscow ASX SFE HKEx Korea EUREX Euronext ICE
BOVESPA Financial Futures
Futures

Hong
India Brazil China Russia Australia Korea Europe US
Kong

Note: Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
Source: WFE

124
Others

On the other hand, currency, interest rate and commodity derivatives in India are quite small constituting about 3% of total
trade volumes in India due to structural reasons like absence of interlinked bond-currency-derivative nexus, government
regulations restricting individuals from participating in the currency markets.

Figure: Beyond cash equities and equity derivatives, the other asset classes are still small and in early stages of development
in India

Split of turnover by asset class for different countries

USD TN, 2015
Emerging economies Developed economies
13 52 0 2 39 21 99 122
1% 1% 0% 0% 0% 0% 0% 0%
6% 3% 0% 19% 17% 4%
8% 0% 0% 0% 2% 4% 0% 0%
1% 0% 0% 0% 0% 0% 2%
11%
0% 0% 59%
19% 57%
1% 93% 90% 1%
88% 92%
79% 3% 0%
44% 8%
38%
23% 0% 0%
0% 8% 4% 2% 4% 6%
India China Mexico Russia Australia Canada Korea Europe

Equity derivatives Currency and currency derivatives Commodity derivatives ETFs

Equity cash Interest rate derivatives Bonds

1. Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
2. List of exchanges by country: India – NSE, BSE and MCX; China – Shanghai SE, Shenzhen SE; Mexico – Bolsa Mexicana De Valores,
MexDer; Russia – Moscow Exchange; Australia – Australia SE, ASX Derivatives Trading, ASX SFE Derivatives Trading; Canada – TMX
Group, Bourse De Montreal; Korea – Korea Exchange, Europe – Deutsche Bourse, EUREX
Source: WFE, SEBI

In comparison, these markets constitute a large proportion of turnover in global peers. For example: Russia – 57% of total
turnover is in FX derivatives, Australia and Canada both have 90%+ turnover in IR derivatives, EU has 59% in IR derivatives
and China has 19% in commodities

The outlook for capital markets in India is strongly positive driven by fundamental factors such as

 Development of corporate bonds market: Development of the corporate bonds market is a key focus area for
India. A number of initiatives are envisaged – a prime example being RBI’s recent announcement on caps on bank’s
exposure to large conglomerates. This is also supported by the recent moves from SEBI such as allowing FPIs to
trade in the corporate bonds segment directly

Figure: Debt market in India has opened up gradually however major activity still through private placements

Total Corporate bond turnover* Debt Public issues Debt Private Placements
INR (TN) INR BN, number of issues INR BN, number of issues

14 500 40 5,000 4,581 3,500

424
11 4,041
12 341
10 400 356 4,000 3,615
35 30 2,975 2,625
10
300 20 20 2,613 2,489 2,761 2,611
8 3,000
24 20 1,750
6 170 21 1,953 1,924
200 2,000
4
4 3 94
2 10 875
100 1,000
2

0 0 0 0 0
FY 12 FY 13 FY 14 FY 15 FY 16 FY12 FY13 FY14 FY15 FY16 FY12 FY13 FY14 FY15 FY16
Amount Raised (Rs Bn) Amount Raised (INR Bn)

Note: The data is for Financial Year (1-Apr to 31-Mar)

* Corporate bond turnover numbers as reported by SEBI – may include trades that are reported to exchanges but executed off-exchange
Source: SEBI Annual Report

125
 Large funding gap for the SME sector: As per our estimates, SME space has a funding gap of up to INR 27 TN
currently. Capital markets are expected to have a strong role in financing SMEs for which both leading exchanges in
India have launched their own platforms

Figure: Estimated funding gap for Indian SMEs

Funding gap in India MSME sector

2016, INR TN
6.9

14.6

48.8
41.9

27.3

Total finance demand Promoter’s contribution Potential finance demand Formal supply Total funding gap
Source: RBI, IFC report: Micro, Small and Medium Enterprise Finance in India, MSME ministry, The World Bank Group,
Oliver Wyman analysis

 Growing retail investor participation: Currently, retail participation in capital markets in India through direct as
well as managed routes (such as mutual funds) is very low.

Figure: Retail participation in capital markets is very low as compared to banking or insurance

Penetration levels Penetration levels

Based on per capita number of units held, 2016 Based on per capita assets (INR), 2016
19x 10x
0.52 92,756

11x
0.30
2x
18,551
0.03 9,025

Bank accounts1 Insurance2 Demat accounts1 Bank accounts Insurance Mutual Funds
1. Only population of age group 15+ has been considered for purposes of calculating penetration
2. Based on number of individual insurance policies
Source: RBI, AMFI, SEBI, Oliver Wyman analysis

Through a number of measures such as financial literacy efforts, simplification of KYC norms, focused initiatives for retail
investors, rising investments in insurance and mutual funds, it is expected that retail investor participation in India will grow
considerably in the medium term

 Continued FII flows: India remains an attractive investment destination for foreign investors. In addition, a number
of government initiatives focusing on enhancing attractiveness of India as an investment destination have been
launched recently. It is expected that continued FII flows into India will be a key driver of growth in the medium
term

126
Market infrastructure landscape in India – Evolution and global comparison

Exchanges are organized markets designed to provide centralized facilities for the listing and trading of financial instruments,
including securities issued by companies, sovereigns and other entities to raise capital. The exchange industry is generally
supervised by a financial regulatory agency. In some cases, exchanges may also act as a self-regulatory organization
responsible for supervising their members and affiliated markets.

Companies running exchanges typically generate the bulk of their revenues by collecting fees from issuers for the listing of
their securities, from market members that deal in the financial instruments admitted to trading on the exchange and for
selling market data and other technological solutions. The three most traditional sources of revenues for exchange companies
are the fees charged on trades, the fees charged for the admission of securities and members and the selling of data captured
on these two activities. However, as exchange companies expand along the value change, more sources of income are
acquired.

As on March 31, 2016 there are seven stock exchanges in India, of which four are in the process of exiting. Focusing on
equity, equity derivatives, currency derivatives and interest rate derivatives segments, the three main exchanges in the Indian
market include: National Stock Exchange (NSE), Bombay Stock Exchange (BSE) and Metropolitan Stock Exchange of India
(MSEI). As of March 31, 2016, there are six recognized national commodities derivatives exchanges and six recognized
regional derivatives commodities exchanges.

Table: BSE is the oldest stock exchange in India while NSE is largest in terms of turnover

NSE BSE
Year of establishment 1992 1875
Products Cash equities  
Stock options  
Stock futures  
Index options  
Index futures  
Foreign indices  
Debt instruments  
Currency futures (USD, EUR, GBP, JPY)  
Currency options (USD)  
Interest rate futures  
Other asset classes (direct or through Power, Commodities, Power, Commodities
associates) Receivables
Number of companies listed (#) 1,808 5,911
Market capitalisation (INR TN) 93.1 94.8
Turnover Cash equities 42.4 7.4
(INR TN) Equity derivatives 648.3 44.8
Currency derivatives 45.0 27.6
Interest rate derivatives 5.3 1.1
Source: SEBI annual report 2016

One of the significant points to note about exchanges in India is that are vertically integrated offering services across the
value chain including execution, clearing, settlement and data offerings. In contrast to these, exchange groups in a number of
developed markets are fragmented in their service offerings.

Globally, we observe that only 1–2 players dominate the exchange landscape for an asset class in a market with other players,
if any, staying insignificant (e.g., Japan, Brazil). New entrants in the market have not been able to establish significant market
share even years after their entry (example: MTFs in Europe). Thus liquidity in exchanges is sticky and it is difficult to move
market shares unless driven by major technological enhancement (examples: DTB (1990s), ISE (2000s), BATS (2010s))

127
In India as well, the market shares (by turnover) for each exchange across the key product segments have stayed relatively
stable. NSE is the market leader for cash equities (approximately 85% market share as of March 2016), equity derivatives
(approximately 94% market share as of March 2016), currency derivatives (approximately 59% market share as of March
2016) and IR derivatives (approximately 79% market share as of March 2016)

Figure: NSE is the market leader across all asset classes in the Indian market

Total turnover and market share of different players for different asset classes
Turnover in INR TN, market share in %, FY16
49.8 693.0 6.6 75.9 10.2 0.3
6% 3% 4%
15% 20% 23%
17%
36%

85% 94%
79% 80% 77%
59%

Equity Cash Equity derivatives Interest rate Currency derivatives Corporate bonds* ETFs
derivatives

NSE – 99.3% NSE – 92.4%

BSE – 0.7% BSE – 7.6%

35.6 78.3 533.3 45.7 26.9 49.0

2.1% 0.0% 0.3% 0.8% 6.2%
8.2%
34.0%
37.7%

97.9% 100.0% 99.7%

91.8%
65.2%
56.1%

Stock options Stock futures Index options Index futures Currency Currency
options futures

Note: The data is for Financial Year (1-Apr to 31-Mar) MSEI BSE NSE
Source: WFE, SEBI
* Corporate bond turnover numbers as reported by SEBI – may include trades that are reported to
exchanges but executed off-exchange

We compare the performance of Indian exchanges with selected global peers along key dimensions of breadth of offerings,
financial metrics and operating parameters

128
Size / Ranking

Indian exchanges are amongst the leading exchanges globally in terms of turnover volumes in key asset classes such as cash
equities, equity derivatives and currency derivatives.

Figure: Turnover on Indian exchanges in key asset classes is comparable to leading exchanges in developed markets

Number of Equity Trades

2015, # (MM)
5,134
4,656

2,360
1,865 1,797 1,752
773
277 273 229 136

Number of Stock Option Contracts Traded, Number of Stock Futures Contracts Traded,
2015 (# MN) 2015 (# MN)
800 800
663
584
600 600
416 397 393
400 400 307
261 253 257
186 164 123
200 104 89 200
51 20 10
16 13 12
0 0

Number of Index Option Contracts Traded, Number of Index Futures Contracts Traded,
2015 (# MN) 2015 (# MN)
800
1,894
2,000
565
600
1,500 430
400 335 312
1,000
484 408 401 195 165
200 165
500 192 163 140 107 72 57
48 38 24
0 0

Number of Currency Option Contracts Traded, Number of Currency Futures Contracts Traded,
2015 (# MN) 2015 (# MN)
300 983
1,000
216
225
750
156
150 500 395
219 199
75 250 120
22 21 17 53
11 7 1 0 0 37 34 14 13
0 0

Note: top exchanges chosen based on data availability in WFE

Source: WFE

129
In the rankings of global exchanges by cash turnover (based on number of trades) as well as for total derivatives turnover
(based on number of contracts traded), Indian exchanges are amongst the top 15 players globally.

Figure: Indian exchanges are ranked in top 15 global exchanges by number of trades

Top 15 players by number of cash trades1 Top 15 players by number of derivative

2015, # in MN contracts traded2
2015, # in MN
5,134 3,532

4,656 3,032 Rank: 2

2,360 2,272

1,865 Rank: 4 1,999

1,797 1,659

1,772 1,359

1,752 1,174

927 1,116

773 1,070

549 1,050

388 Rank: 11 1,046

277 795

273 615 Rank: 13

230 489

229 398

1. Excludes data for London Stock Exchange which was not available
2. Includes all derivatives such as equity, currency and commodity derivatives
Note: Rank for cash trades based on data availability in WFE
Source: Cash rankings based on WFE data and Derivative rankings based on FIA data

Products and Services offered

With the exception of pure-play derivatives exchanges (such as CME), almost all exchange groups offer trading in cash
equities and bonds, although markets differ widely in terms of market cap, trading volumes and depth of the order book. Most
exchange groups also offer trading in derivatives (equity, FX, commodity and interest rate derivatives) with the exception of
credit derivatives, which are still largely traded OTC. Across the value chain view, exchanges offer services such as clearing,
settlement, custody, depository, registration and safe-keeping. In addition to the above, exchanges offer a broad suite of
services – such as data products, indices, technology offerings, securities lending, collateral management and education
services.

It is observed that the suite of products and services offered by Indian exchanges is comparable to leading global players

130
Pricing, revenue and growth mix

It is observed that while leading exchanges in Europe and US have significantly diversified their revenue mix, Indian
exchanges still earn bulk of their operating revenues from transactions (execution as well as post-trade). This indicates a
strong potential to grow revenues in other areas such as data services, index products and technology offerings. Also, Indian
exchanges have a large proportion of revenues attributed to non-core operating areas – such as interest income, investment
income and rentals – this is unique to the Indian market.

In terms of revenue growth, it is observed that organic growth levels are similar across geographies and the outperformance
of several global exchange groups regarding revenue growth is due to their higher appetite for M&A activities. Corrected for
growth due to M&A, growth in Indian players has been in line with global players with NSE having seen the strongest growth
in total revenues amongst the selected exchange peer set.

Figure: Growth in developed market groups is primarily driven by M&A activities

Total revenue CAGR Estimated share of revenue

Estimated organic growth
2011/FY12 – 2015/FY16 growth from M&A activities
Emerging economies Developed economies 26%
22% 20%

7% 7% 5% 6% 6% 5%
3% 3% 3%
0%

NSE BSE IDX Bursa SET ASX HKEx SGX DBG LSE NASDAQ ICE CME
Malaysia

Hong
India Indonesia Malaysia Thailand Australia Singapore Europe US
Kong
1. Numbers are for the financial reporting cycle for respective exchanges: NSE, BSE – Year ended March; ASX, SGX – year ended June; for
rest of the exchanges year ended December
2. Acquisitions made by highlighted exchanges: HKEx acquired London Metal Exchange in Jun 2012, DBG acquired Eurex in Jun 2012,
Impendium in Jan’14 and 360T in Jan’15, LSE acquired LCH.Clearnet in Mar 2012, Gatelab in Feb 2013 and Frank Russell Company in
Dec 2014, ICE acquired NYSE Euronext in Dec 2012, SuperDerivatives Inc in Oct 2014, Interactive Data Corporation in Oct 2015 and
Trayport in Dec 2015 and NASDAQ acquired eSpeed and Thomson Reuters in 2013 and Dorsey Wright & Associates in 2015
3. Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
Note: All financial numbers for Indian exchanges are based on Indian GAAP standards
Source: Annual reports, Oliver Wyman analysis

131
The revenue mix of leading exchanges in Europe and US is increasingly getting diversified with market data, indices and
technology solutions becoming significant revenue pools. Data business is a reliable revenue source for international stock
exchanges, on average accounting for approximately 15-20% of total revenues for stock exchanges in developed economies.
In contrast, these emerging growth areas only make up a small proportion of the revenue mix for Indian exchanges indicating
a strong potential for growth.

Figure: Revenue mix for leading global exchanges

Revenue mix of major exchanges

% of total revenues, 2015/ FY16
0% 5% 2% 1% 5%
11% 1% 11% 0%
12% 11%
24% 3% 6% 6%
26% 0% 1% 36% 4% 34%
10% 42%
8%
0%
26% 12% 5%
6% 7%
6% 3% 3%
3%
13% 84% 80% 75% 24%
71%
56% 51% 50%
37%
27%

NASDAQ ICE CME DBAG LSE HKEx SGX NSE BSE

US exchanges European exchanges Asian exchanges Indian exchanges

Other Market data IT Listing Transaction

1: Numbers are for the financial reporting cycle for respective exchanges: NSE, BSE – Year ended March, 2016; SGX – year ended June
2016; for rest of the exchanges year ended December-15
2. Market data includes data services and index businesses
Note: All financial numbers for Indian exchanges are based on Indian GAAP standards
Source: Company reports, Oliver Wyman analysis

At the same time, pricing for transaction execution and post-trade services is the lowest for Indian exchanges compared to
international peers. The estimated full value chain transaction fees for cash equities is 0.3 bps at NSE compared to 1.3 bps at
SET, 3.6 bps at Bursa Malaysia, 3.8 bps at SGX and 1.5 bps at LSE (source: Oliver Wyman analysis). Thus there is limited
downside risk on pricing since Indian exchanges already operate at most competitive levels.

132
Cost drivers

Exchange groups operate with different cost and pricing schemes and also deliver varying levels of liquidity. Comparing the
operating costs to revenues of exchanges globally, it is observed that Indian exchanges operate towards the lower end of cost
to income ratios. In terms of break-up of costs across various drivers, the share of employee costs is the lowest for Indian
exchanges compared to global peers. On an operating cost per trade basis as well, Indian exchanges are amongst the most
efficient exchanges globally.

Figure: Operating cost to operating income ratio varies significantly across exchanges ranging from approximately 30% to
approximately 105%

Operating Cost as % of Revenues from Operations Employee Costs Depreciation and amortization
2015–16 IT Costs Other Costs
105% Emerging economies Developed economies
96%
87%
45% 74% 14% 74%
38%
67% 65% 66%
12%
21% 1%
33% 50% 23%
14% 9% 49% 20% 26%
27%
39% 11% 13% 16% 17%
19% 7% 30% 33% 11% 11% 7%
15% 5% 4% 1% 5% 8%
4% 3% 7% 5% 5%
6% 5%
6% 5%
38% 4% 34% 33%
7% 26% 27% 30% 29% 28% 28%
20% 23%
12% 17%

NSE BSE IDX Bursa SET ASX HKEx SGX DBG LSE CME ICE NASDAQ
Malaysia

India Indonesia Malaysia Thailand Australia Hong King Singapore Europe US

1. Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
2. Numbers are for the financial reporting cycle for respective exchanges: NSE, BSE – Year ended March, 2016; ASX, SGX – year ended June
2016; for rest of the exchanges year ended December-15
Note: All financial numbers for Indian exchanges are based on Indian GAAP standards
Source: Annual Reports, Oliver Wyman analysis

133
Profitability metrics

Most exchange groups are highly profitable companies with EBITDA margins on the order of 50%. On profitability metrics,
Indian exchanges are comparable to global peers.

Figure: Companies operating exchanges are highly profitable enterprises

PAT Margins % xx Return on Equity

CY2015/FY2016
Emerging Developed economies
economies
18% 8% 26% 19% 9% 31% 36% 8% 9% 6%
62%
49%
44%
39% 38% 37%

24% 23%
20%
13%

NSE BSE Bursa Deutsche London Hong Kong Singapore NASDAQ ICE Group CME Group
Malaysia Borse AG Stock Exchange Exchange US
Exchange

Hong
India Malaysia Europe Singapore US
Kong

1. NSE and BSE data for year ending 31 Mar 2016, SGX data for year ending 30 June 2016; others are based on CY2015;
2. Numbers for Indian exchanges are before exceptional item (for example contribution to core SGF is excluded from PAT and RoE estimation)
Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
Note: All financial numbers for Indian exchanges are based on Indian GAAP standards
Source: S&P Global Market Intelligence

​EBITDA margin %,
​CY2015/FY2016
Emerging Developed economies
74% economies 71%
64% 67%
53% 57% 54%
Ø56%
41% 43%
32%

NSE BSE Bursa HKEx SGX DBG LSE NASDAQ ICE CME
Malaysia

India Malaysia Hong Kong Singapore Europe US

1. Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
2. Numbers are for the financial reporting cycle for respective exchanges: NSE, BSE – Year ended March, 2016; ASX, SGX – year ended June
2016; for rest of the exchanges year ended December-15
3. Numbers for Indian exchanges do not factor in exceptional items (for example contribution to core SGF is excluded from EBITDA
estimation)
Note: All financial numbers for Indian exchanges are based on Indian GAAP standards
Source: Annual Reports, Oliver Wyman analysis

134
 Net Cash Generation %
CY2015/FY2016
Emerging Developed economies
economies

92% 95% 96% 95% 92% 91% 95%

88%
78% 82%

NSE BSE Bursa Deutsche London Hong Kong Singapore NASDAQ ICE Group CME Group
Malaysia Borse AG Stock Exchange Exchange US
Exchange

Hong
India Malaysia Europe Singapore US
Kong

Net cash generation is calculated as (EBITDA - Purchase of Fixed assets /Capital work in progress + sale of fixed assets) / EBITDA
Note: NSE and BSE data for year ending 31 Mar 2016, SGX data for year ending 30 June 2016; others are based on CY2015; Developed
economies (advanced economies) and emerging economies as defined by International Monetary Fund
Note: All financial numbers for Indian exchanges are based on GAAP standards
Source: S&P Global Market Intelligence

Technical parameters

A number of technical parameters are of critical importance for exchanges – examples of such parameters include latencies,
messages per second capacity, uptime (%), recovery time and frequency of outages. Data on such technical parameters is not
available in the public domain for a large number of exchanges. On certain factors where data is available, the differentiation
across exchanges is minimal – for example, most leading global exchanges have uptime achievements of >99%, with some
exchanges already targeting 99.99% uptime.

While outages for exchanges are a rare occurrence, in the last 3 years Indian exchanges had lower number of outages (NSE –
0, BSE – 1) compared to some global peers (SGX – 4, DBG – 2, NASDAQ – 1, CME – 1).

Figure: System outages occur in developed and emerging markets exchanges

Estimated / known number of system outages over the past 3 years and system capacity
Information on capacity not available for all exchanges
Emerging economies Developed economies
4

2 2

1 1 1

0 0 0 0 0 0 0
NSE BSE IDX Bursa SET ASX HKEx SGX DBG LSE NASDAQ ICE CME
Malaysia

Hong
India Indonesia Malaysia Thailand Australia Singapore Europe US
Kong
1. Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
2. Dates of outages: DBG: 26th August 2013, 31st October 2014, NASDAQ: 22nd August 2013, CME: 8th April 2014, ASX: October
2014, 19th September 2016, SGX: 5th November 2014, 3rd December 2014, 14th July 2016, 27th October 2015, BSE: 3rd July 2014
Source: Press articles

135
Regulatory norms

Post the global financial crises, market infrastructure entities have been at the centre of regulatory attention in EU and US.
Especially on the post-trade side, a sea-change in regulations (Basel III, EMIR, T2S and CSD regulation) is expected to
profoundly impact the post-trade landscape. At the same time, some regulatory moves, such as the G20 agreement on OTC
derivatives, have also helped in boosting exchanges revenue pools.

While the global regulations on exchanges have increased significantly, SEBI has kept pace with the emerging regulatory best
practices for market infrastructures. As a result, drastic changes in the regulations governing exchanges in India are not
expected.

International presence

International presence is an important factor in the business of exchange groups and has the following key impacts:

 All leading global exchange groups have an international presence (more than one continent);

 International presence is observed to be a key differentiator in terms of revenue size, with expansion beyond a
certain size only possible through internationalization.

 Strategies for ‘internationalisation’ vary significantly by size of the exchange group. Large groups often choose
M&A as a means to expand internationally. As smaller exchange groups are restricted in their M&A possibilities,
they turn to partnerships and JVs to the same end. A further way for smaller exchange groups to internationalize is to
consolidate with neighbouring markets.

Indian exchanges have significant potential to follow patterns of peers internationally forming further exchange links or JVs,
or other means to tap into regional / international revenue pools.

Outlook for addressable market for Indian exchanges

*See additional note to readers on page 116.

Driven by the strong growth in Indian economy and developments in capital markets, it is expected that key asset classes will
see further growth in turnover in the coming year.

136
Cash equities

High level comparison of key ratios such as market cap to GDP and turnover velocity indicate a significant headroom for
growth for cash equities turnover in India

Figure: Significant headroom for growth in cash equities turnover based on global comparison

Market cap to GDP ratio for different countries

2015
Emerging economies Developed economies
219%
Average
140% for selected
129%
119% 131% developed markets

88% 89% 89%

73% 75%

41% 61% Average for selected

35% 30% developing markets
28%

Thailand

Korea
Mexico
Malaysia

Russia
India

China

Indonesia
Brazil

US
Japan

Singapore
Australia

Note: Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
Source: The World Bank Group

Cash turnover Velocity for different countries

Turnover by market cap, 2015
Emerging economies Developed economies
379%
268%

159%
102% 126%
53% 73%
28% 34% 40% 38% 32%
Mexico

Thailand
Malaysia
India

Brazil

China

Indonesia
Kong)

Russia

US
Korea
Japan

Singapore
(incl.
Hong

1. Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
2. List of exchanges by country: India – NSE and BSE; China – Shanghai SE , Shenzhen SE; Mexico – Bolsa Mexicana De
Valores, MexDer; Russia – Moscow Exchange; Australia – Australia SE; Canada – TMX Group, Bourse De Montreal; Korea –
Korea Exchange, Europe – Deutsche Bourse, EUREX
Source: The World Bank Group, Thomson Reuters Datastream, WFE, Oliver Wyman analysis

137
The estimation of outlook for turnover of cash equities in India can be done by using four parameters:

 GDP (growth in nominal GDP): A number of independent agencies provide an estimate of growth in nominal GDP
in India over the next 5 years – estimates ranging 10-12% growth in nominal GDP. However, based on past data, it
is observed that there is often significant variance in forecasted vs. actual GDP growth. As a result, to maintain a
conservative estimate, a haircut of 20% is applied on the growth forecasts from various agencies. So for the sake of
estimating turnover in cash equities, we consider that nominal GDP in India is estimated to grow at 8-10% over the
next 5 years.

 Market capitalization as % of GDP: Historically, market capitalisation to GDP has been a very volatile ratio making
it difficult to predict a trend between market cap and GDP.

Figure: Market capitalisation to GDP is very volatile in India

Market capitalisation to GDP ratio

% 150%

98% 97%
87%
77% 73%
67% 69%
61%
54% 54% 56%
46%
36% 38% 35% 41%
31% 31% 32%
27% 23% 25%

2011
1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2012

2013

2014

2015
Note: Market capitalisation for BSE taken as proxy for India market cap, data as of December end
Source: CEIC Data Company Limited, Economist Intelligence Unit

However, it is observed that 5-year CAGR for market capitalisation to GDP broadly follows a cyclical pattern as per
the economic conditions. Also, it is observed that the time period of each turn (upward or downward) is
approximately 5-7 years.

Figure: 5-year CAGR of market capitalisation to GDP broadly follows the economic cycle

5-year rolling CAGR of market capitalisation to GDP

%
Downward turn Upward turn Downward turn Expected upturn
36% 34%
31%

14%
10%
7% 7%
4% 3% 3%
0%
-1% 0%
-4% -6%
-8% -7%
-11%

-22%
2011-2015
1993-1997

1994-1998

1995-1999

1996-2000

1997-2001

1998-2002

1999-2003

2000-2004

2001-2005

2002-2006

2003-2007

2004-2008

2005-2009

2006-2010

2007-2011

2008-2012

2009-2013

2010-2014

Note: Market capitalisation for BSE taken as proxy for India market cap, data as on December end
Source: CEIC Data Company Limited, Economist Intelligence Unit

138
It is observed from the above figure that market capitalisation to GDP in India is on the upward trend at the moment. We
estimate that in the next five years, market cap to GDP stays flat (i.e. 0% CAGR) or experience modest growth (1-2%
CAGR).

 Free float as % of market capitalization: Driven by SEBI’s raising of minimum public shareholding to 25%,
promoter holding has been on a decline. As a result, free float levels in India have been rising and have been around
40% since 2013. With the planned disinvestment of government stake in PSUs, free float levels may rise further in
the coming years. However, as observed in the past, the disinvestment process is slow and may take years.
Additionally, absolute free float can increase if the number of securities listed on an exchange increase. It is
observed that 2016 has seen a large number of IPOs adding a significant value on Indian stock exchanges. Though
increasing number of IPOs will contribute to rising values of free float in India, free float as % of market cap is not
expected to grow any further. Hence, as a conservative estimate, it is expected that free float levels will remain
constant and not rise further over the next 5 years.

 Cash turnover as % of free float: Turnover velocity corrected for free float in India observed a steep decline during
FY11. This steep decline was caused by taxation changes in Securities Transaction Tax (STT). During FY11, STT
was started to be calculated on option premium instead of notional value leading to huge surge in options turnover
and diminishing cash turnover velocity. In recent years, turnover velocity corrected for free float has been relatively
stable at approximately 110-115% In absence of further regulatory changes, a further decline in cash turnover
velocity (corrected for free float) is not anticipated.

Using the above estimates, it is observed that turnover for cash equities has a potential to grow at 8-12% over the next 5
years (marginally better than the estimated GDP growth rates).

To test the robustness of this estimate, this estimate has been compared with historical growth rate in cash turnover over the
past 15 years. Rolling 5-year CAGR rates have been calculated and various metrics have been calculated to test the estimate.

Figure: Rolling 5-year CAGR of cash turnover

5-year rolling CAGR of cash turnover

In %

41%

29% 27%
19%
14% Mean
11%
4%
0% 1%

-2% -1%
-9%
FY07-12
FY01-06

FY02-07

FY03-08

FY04-09

FY05-10

FY06-11

FY08-13

FY09-14

FY10-15

FY11-16

Note: The data is for Financial Year (1-Apr to 31-Mar)

Max Min Median
Source: SEBI, Oliver Wyman analysis

From the above graph, it is evident that the estimated potential in cash turnover growth at 8-12% is well within the average
historical growth rate observed.

Trends supporting growth in cash markets

It is observed that the estimated potential for growth in cash markets is supported by number of trends observed in the market.
These trends include increasing retail participation, greater financial literacy and penetration of capital markets products,
regulatory initiatives, ease of technological access, plans for divestment, rising free float levels, expected surge in IPOs,
capital requirements for SMEs and mid-corporates, strong investor confidence in India

139
Potential risks to growth in cash markets

Alongside these drivers, it is important to note that there are certain risks which may impact the growth of the capital markets
in India.

a. HFT regulations – explained in details below.

High Frequency Trading is algorithmic based trading that uses powerful computers to enter and exit positions at very
high frequency. Globally, share of HFT in cash volumes lies in the range of 20-30% with the exception of US and
Japan where HFT drives approximately 50% of total cash turnover. The reason for relatively low share of HFT in
cash turnover for some developed economies is high degree of statutory levies which makes HFT unattractive.

In India, HFT has seen increasing popularity over the past few years leading to a surge in both cash and derivative
markets. It is estimated that HFT drives ~25% of the turnover for cash equities and ~36% of the turnover in the
derivatives segment.

SEBI released a discussion paper on strengthening the regulatory framework for HFT in August 2016. The paper
proposes seven potential measures to regulate HFT – these include minimum resting time, banning of tick-by-tick
data sharing, randomisation of orders, auctions instead of continuous markets, redesign of queuing practices,
increase in minimum tick size, and restriction on colocation. It is difficult to predict the nature of HFT regulations
that may be implemented in India at this stage. However, taking cues from global regulations which have focused
more on risk management, and various options discussed in the paper released by SEBI, it is estimated that
regulatory changes can impact anywhere between 0% (negligible impact) of HFT volumes to more than 40%
of HFT volumes (high impact).

b. Change due to General Anti-Avoidance Rules – GAAR is the anti-tax avoidance regulation in India. Government
of India recently amended the tax treaty with Mauritius to levy taxes on capital gains made on equity transactions
made via Mauritius on or after 1 April 2017. Similarly, tax treaty with Singapore (Mauritius and Singapore are the
top two sources of foreign investments in India constituting more than 50% of FDI inflows to the country in 2015) is
also under review and is likely to be amended soon. This move may deter foreign investments in the market
dampening volumes

c. Tightening of FII regulations / investment limits: FIIs constituted to about 18% of total turnover in cash market in
March 2016. At the same time, their share in derivatives was close to 10% of total client turnover. Though unlikely,
any tightening of restrictions on foreign investors’ participation in Indian capital markets will not only have a direct
negative impact on turnover driven by FIIs, but will also have a trickle-down effect on the overall market causing a
steep decline in the volumes on Indian exchanges

Equity futures

Historically, ratio of futures turnover to cash turnover has been gradually increasing. However, the ratio has been stable at
approximately 2.5 over the past couple of years. As a conservative estimate, it is estimated that the ratio of futures to cash will
remain same over the next 5 years. This results in an estimate of annual growth rate of 8-12% for futures over the next 5 years
for equity futures turnover.

Figure: Ratio of futures turnover to cash turnover has been stable over recent years

Ratio of futures to cash turnover

2.4 2.5
2.3 2.3 2.4
2.2 2.1 2.1
1.8 1.8
1.7

FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16
Note: The data is for Financial Year (1-Apr to 31-Mar)
Source: SEBI, Oliver Wyman analysis

Since the growth of equity futures is tied to growth of cash equity markets, the drivers that will support the growth of cash
markets will also help drive the growth of equity futures. In terms of risks, the risks that could impact the growth in futures
have been discussed along with risks to growth of options.

140
Equity options

Similar to futures, estimation of addressable market size for options can be done based on estimation of market size for cash
equities. Over the past decade, ratio of options to cash turnover has been steadily increasing.

Figure: Steadily increasing ratio of options turnover to cash turnover

Ratio of options to cash turnover

12.2
11.5 11.4
9.8

7.0

4.1

1.0 1.5
0.2 0.3 0.3

FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16
Note: The data is for Financial Year (1-Apr to 31-Mar)
Source: SEBI, Oliver Wyman analysis

This rise has been caused due to sharp spike in options volume which in turn is largely driven by ‘one-time’ regulatory
changes and launch of new initiatives.

Figure: Regulatory changes impacting options volumes

Options turnover
INR TN
1,000

635
569

393

194

0
FY 06 FY 07 FY 08 FY 09 FY 10 FY 11 FY 12 FY 13 FY 14 FY 15 FY 16

• Launch of Co-location • LEIPS – Stock futures, SENSEX

services by NSE options and futures programme
launched driving a huge surge in
BSE volumes
• Changes in the STT structure – STT
to be charged on option premium
instead of notional value • SEBI changed the contract size for
equity derivatives from INR 0.2mm
Note: The data is for Financial Year (1-Apr to 31-Mar) to INR 0.5 mm which impacted
Source: SEBI, Oliver Wyman analysis volumes

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As a result of these regulatory changes and new initiatives, options to cash turnover ratio for India is an outlier among peer
countries.

Figure: Options to cash turnover for India is an outlier

India 12 Korea 52
10 11
43 42 43
38
8 33 32
7 30
26 26

3
1 1
0 0

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Brazil Australia
2.1 0.8 0.8
2.0 1.9 2.0 1.9 0.7 0.7
0.6
1.6 1.5
1.3 1.3 1.2
0.4 0.4
0.3 0.3

N/A

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Mexico South Africa
0.03 0.05
0.03 0.05
0.02 0.03
0.02 0.03
0.01 0.01
0.01 0.01 0.01 0.01
0.01 0.01 0.01
0.01 0.01 0.01

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: WFE, Oliver Wyman analysis

Considering the absence of any further ‘one-time’ changes and the current disproportionate high levels of options as
compared to cash turnover, it is expected that the options turnover will see a correction in the near term to stabilise at around
FY13 levels. As a result, it is estimated that turnover in equity options has potential to grow annually by 6-10% over the
next 5 years.

Similar to growth in equity futures market, growth in equity options is tied to the growth in cash markets and thus drivers of
growth in cash markets will support the growth in equity options markets as well. In terms of risks, it is observed that in
addition to risks affecting growth of cash markets, which may impact the growth of derivative markets, there are additional
risks that may impact the growth of derivative markets in India:

a. Change in contract size for derivatives: Indian securities regulator, SEBI, recently increased the minimum
investment size for any equity derivative from existing INR 0.2 mm to INR 0.5 mm. This step is estimated to have
led to a significant decline in derivative volumes, prompting the exchanges to launch incentives to boost volumes. It
is expected that as exchanges withdraw incentives, derivatives turnover can see a sharp correction in the near-
medium term. (source: Exchange disclosures, Oliver Wyman research and analysis)

b. Changes to taxation regulations: Earlier this year, central government increased the securities transaction tax
(STT) on options three-fold from existing 0.017% to 0.05% which led to an estimated decline of approximately 5%
in options volumes. It is observed that increase in STT leads to a wider bid-ask spread reducing the liquidity of the
market thus negatively impacting the volumes. Though, this particular change in taxation is small in absolute terms,
and markets were able to recover quickly from its impact, increase in taxes decreases the overall attractiveness of
derivative markets in India and any further increase in taxes may cause a permanent decline in the derivative
volumes in India (source: Exchange disclosures, Oliver Wyman research and analysis)

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Other asset classes

While cash equities and equity derivatives will be the key drivers of growth for market infrastructures in coming years, other
asset classes including currency, interest rate and commodity derivatives, bonds and ETFs are also expected to witness a
strong growth. Developed economies have large portion of their turnover coming from trade of currency and interest rate (IR)
derivatives. However, India has small turnover for FX and IR derivatives due to a number of structural reasons such as
absence of bond markets, restrictions on participation (includes outright bans (e.g., resident individuals could not participate
in currency markets until recently) or regulatory restrictions on some kinds of activities (for example, banks are prohibited
from adopting long positions on interest rate futures)).

Table: Outlook for other asset classes

Asset class FY16 turnover Growth outlook Estimated potential

CAGR (%)
a. Currency derivatives INR 66.8 TN 10–15%

b. Interest rate derivatives INR 6.6 TN 15–20%

c. Commodity derivatives INR 67 TN 0–10%

d. Corporate Bonds* INR 10.2 TN 5-10%

e. ETFs USD 3,192 MM1 0–5%

Source: SEBI; 1. Data for CY 2015, source: WFE

* Corporate bond turnover numbers as reported by SEBI – may include trades that are reported to exchanges but executed off-
exchange.

a. Currency derivatives

In FY14, SEBI tightened exposure limits in FX derivatives to check large scale speculation and avoid the fall in
rupee value which led to a sharp decline in trade volume in currency derivatives. However, it is expected that going
forward, the markets will grow further on the back of growth drivers and achieve a sizeable market in next 5-7 years.

Growth in FX derivative segments will be driven by greater ‘globalisation’ of Indian economy leading to greater
need for hedging, greater participation of FIIs, stable rupee levels and reduced capital controls (causing shifting of
overseas Non Derivative Fund volumes to onshore).

Figure: FX derivatives turnover on exchanges in India is a significant proportion of imports / exports compared to
global peers (OTC trading dominates in FX derivatives)

Average daily fx turnover / annual imports and exports

2015, In %
Emerging economies Developed economies
78%

64%
55%

27%
23%
12%
4% 3% 1%

India Israel Mexico Russia South Africa Thailand Turkey Hong Kong Korea

1. Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
2. Turnover includes currency options and futures traded on the country’s exchanges
3. List of exchanges by country: India – NSE and BSE; China – Shanghai SE , Shenzhen SE; Mexico – Bolsa Mexicana De
Valores, MexDer; Russia – Moscow Exchange; Australia – Australia SE, ASX Derivatives Trading, ASX SFE Derivatives Trading;
Canada – TMX Group, Bourse De Montreal; Korea – Korea Exchange, Europe – Deutsche Bourse, EUREX
Source: Bank of International Settlements, WFE, The World Bank Group, Trade Map, International Trade Centre

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While there is a risk of restrictions on FII participation in FX derivatives markets in India, it is expected that growth
drivers will help FX derivatives market in India to potentially grow at an annual rate of 10-15%. It is observed that a
number of enablers will be required to support the strong growth in currency derivatives market. These include:

 Regulatory response strategies: Due to a perceived rise in speculative trading in currency futures which
led to fall in rupee levels, SEBI placed limits on trading of FX derivatives in FY14 which led to a decline in
trading volumes. Though the SEBI restrictions were removed once the rupee levels stabilised and the
volumes are back to an upward trajectory, continued stability of rupee levels (as compared to a fall driven
by speculative trading) will be required to avoid future regulatory intervention and ensure continued growth
in volumes

 Ease in regulations on ECB: RBI is taking initiatives to relax regulations to develop currency derivative
markets in India. Recent example includes relaxation of cap on External Commercial Borrowings from
USD 500 mm to USD 750 mm. This allows firms to raise larger amounts in foreign currencies creating a
stronger need for currency risk hedging leading to a stronger demand for FX derivatives. These continued
initiatives are required to help grow the currency derivative markets in India

 Ease of foreign investor participation in Indian currency markets: Foreign investors could only
participate in currency markets in India to hedge an underlying exposure. In 2014, RBI changed this
regulation to allow foreign investors to participate in currency derivative markets in India to the extent of
USD 10 mm without any underlying exposures which was further increased to USD 15 mm in 2015. This
gradual relaxation of norms for foreign investor participation in currency markets will be crucial for
development of currency markets in India

 Increase in trading time: India allows currency trades in four currency pairs: USD-INR, GBP-INR, EUR-
INR, and JPY-INR. Due to time zone differences, there are often significant developments that impact the
currency markets after trading has closed for the day in India. As a result, investors trading on Indian
exchanges lose out on an opportunity to trade based on these developments. Increasing trading time on
Indian exchanges to allow investors to make the most of these developments will encourage greater
participation leading to higher volumes.

 Introducing new cross-currency pairs: RBI introduced three new cross-currency pairs (GBP-INR, EUR-
INR, and JPY-INR) last year which led to an increase in volumes in currency markets. Introduction of more
cross-currency pairs which are in demand among investors will also help push the volumes further

144
b. Interest rate derivatives

On the other hand, interest rate derivatives in India have a small base and have a potential to grow strongly in the
next five years.

Figure: Compared to global peers, interest rate derivatives turnover in India is very low

Interest rate derivatives turnover / GDP

2015, In %
Emerging economies Developed economies
2,725%

1,209%

433%

275%

5% 9% 4% 0% 0%

India Brazil China Mexico Russia Australia Canada Hong Kong Korea

1. Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
2. Turnover includes interest rate options and futures traded on the country’s exchanges
3. List of exchanges by country: India – NSE and BSE; Brazil – BM&F Bovespa; China – China Financial Futures Exchange;
Mexico – MexDer; Russia – Moscow Exchange; Australia – ASX SFE Derivatives Trading; Canada – Bourse De Montreal; Hong
Kong – Hong Kong Exchange; Korea – Korea Exchange
Source: WFE, The World Bank Group

Growth in interest rates derivative segments will be driven by lifting of restrictions pertaining to IR derivatives
trading and establishment of arbitrage free yield curve. Additionally, it is observed that following enablers will be
required support growth of interest rate derivatives market in India:

 Launch of more tenures in interest rate futures: currently, IRFs are permitted on 6-, 10- and 13-year
government securities and 91-day treasury bills. Introduction of more tenures will provide greater flexibility
to participants to choose a product suitable to them increasing volumes

 Development of bonds market in India: IRFs are mainly used by holders of government bonds to hedge
their interest rate risks. A developed bonds market will help IR derivatives market to grow as well

 Relaxation of participation in IR derivatives market: The restrictions on participation in IR derivatives

market have been gradually relaxed with participation of FIIs and retail investors now permitted. However,
most entities can only participate in the IR derivatives market to hedge interest rate risk. Gradual relaxation
of these restrictions will be crucial for development of IR derivatives market in India

 Focus from regulators to develop the market: Both RBI and SEBI have taken been taking active
measures to develop the IR derivatives market in India. These initiatives need to continue to fuel further
growth of IR derivatives market

As a result, it is estimated that IR derivatives market in India has a potential to grow at annual rate of 15-20% over
the next 5 years.

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c. Commodity derivatives

India commodity derivative market has seen a sharp decline since seeing its peak in FY12 due to imposition of
commodities trading tax (CTT) of 0.01% on derivatives trading in non-agricultural commodities in 2013. We expect
that a number of initiatives launched by regulators will be key enablers for the growth of commodity derivative
markets in India:

 Increased focus of government on price discovery of agricultural produce

 Potential disruptive growth in turnover of agricultural derivatives due to adoption of e-mandi model

 Guidance from RBI to banks to manage commodities risk of borrowers for agricultural commodities

However, there is a risk that primary focus of regulator in the near term may be more on risk management (as
opposed to market development). As a result, it is estimated that market for commodities derivatives in India will
witness a growth of 0-10% over the next 5 years.

d. Corporate bonds

Compared to emerging markets and developed market peers, corporate bond markets in India are small in terms of
outstanding issuances as well as turnover

Figure: Corporate bond markets in India are much smaller relative to emerging markets peers

Corporate bonds outstanding / GDP

2015, In %
Emerging economies Developed economies
114%

97%

79%

44%
33%
18% 20% 20% 20%

India China Malaysia Mexico South Africa Australia Korea Singapore US

Note: Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
Source: Asia Bond Monitor, Bank of International Settlements, RBI, SEBI, The World Bank Group, WFE

Corporate bonds turnover / Corporate bonds outstanding

2015, In %
Emerging economies Developed economies
51%

29%

16% 16%
10%
8%
5% 6%

India China Indonesia Malaysia Thailand Hong Kong Japan Korea

Note: Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund; Data
for India as of Mar 31, 2016
Source: Asia Bond Monitor, SEBI

146
A number of initiatives launched by the regulators will be the key enablers for growth of corporate bond markets in
India:

 Introduction of an electronic auction platform by SEBI for primary debt offers to develop an enabling eco
system for private placement market for corporate bonds

 RBI has released guidelines to encourage large corporates to access a certain portion of their financing
needs through capital markets instead of the banking channel

 Expansion of investment basket of foreign portfolio investors to include debt securities

 Hike in partial credit enhancement - RBI has increased partial credit enhancement for corporate bonds from
20% to 50%

 RBI is in the process of drafting guidelines to accept corporate bonds as collateral for RBI’s liquidity
adjustment facility operations

 Set-up of a dedicated fund by LIC of India to provide credit enhancement to infrastructure projects. The
fund will help in raising the credit rating of bonds floated by infrastructure companies and will facilitate
investment from long term investors

 Development of a complete repository for corporate bonds, covering both primary and secondary market
segments in plans by RBI and SEBI

If implemented well, these initiatives could reduce the reliance on the banking system and establish a robust avenue
for corporate funding. However, there is a risk that ongoing emphasis on building exchange traded derivatives
(ETD) market for credit and credit derivatives may dilute the focus on debt market. As a result of these drivers and
risk factors, it is estimated that the bonds market in India has a potential to grow at an annual growth rate of 5-10%
over the next 5 years. For India to witness a stronger growth in corporate bond markets, as explained earlier,
regulators will have to push initiatives for development of the debt market in India.

147
e. ETFs

ETF market in India is still in its nascent stage with most of equity ETFs launched within the past couple of years.
While Gold ETFs formed a major part of underlying AUM, they have seen a decline in the recent years causing a
decline in ETF volumes. However, driven by pickup of equity ETFs and increasing awareness of ETFs in the
market, ETF volumes have grown in 2015 and are expected to grow further driven by regulatory initiatives.

A number of initiatives launched by the regulators will be key enablers for the growth of ETFs market in India:

 Government’s plan to use ETFs to operationalise divestment of its stake in state-owned firms and other
corporate entities

 SEBI’s initiative to clear ETFs quicker than mutual funds

 Lower annual expense ratio for ETFs as compared to mutual funds

However, there is a risk that ETFs market may not see substantial growth due to lack of proactive regulator
initiatives to develop the ETF market. With these drivers and risk factors, it is estimated that ETF market in India
has a potential to grow at 0-5% over the next 5 years.

Figure: Summary of estimated growth in volumes across asset classes

Estimated growth in turnover across asset classes

Equity Futures Turnover, INR Equity Options Turnover, INR Currency Derivatives
Cash Turnover, INR (TN) (TN) (TN) Turnover, INR (TN)
100 250 1,000 150

155
15 200 37 27
75 750
100
150
50 500

761
100
182

108
73 50
569
124

25 50 250

67
50

0 0 0 0
FY16 FY21E FY16 FY21E FY16 FY21E FY16 FY21E

Interest Rate Derivatives Commodity Derivatives Corporate Bonds Turnover*,

Turnover, INR (TN) Turnover, INR (TN) INR (TN) ETFs Turnover, INR (TN)
20 125 20 0.3

100 0.1
15 3 15 3
41 0.2
75
10 10
50
0.2

0.2
13 13 0.1
5 67 67 5 10
7 25

0 0 0 0.0
FY16 FY21E FY16 FY21E FY16 FY21E FY16 FY21E

Note: the data is for financial year (1-Apr to 31-Mar)

Source: SEBI, WFE, Oliver Wyman analysis
* Corporate bond turnover numbers as reported by SEBI – may include trades that are reported to exchanges but executed off-
exchange

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Outlook for growth by services

Indian exchanges have a strong presence in services and service offerings which is expected to grow further bolstering total
revenue of Indian exchanges.

Table: Outlook for services

Services FY 16 revenues Growth outlook Estimated potential CAGR (%)

a. Listing services INR 2.4 BN 15–20%

b. Data services INR 0.86 BN 15–20%

c. Index products and services INR 0.61 BN 15–20%

Note: Revenues calculated using revenues of BSE and NSE (the two largest exchanges in India), unless otherwise specified;

1. Based on revenues of NSE as BSE revenues not available in public domain; source: annual reports

a. Listing services

Indian economy looks towards having more IPOs in the future driven by strong economic fundamentals, favourable
policy climate and strong investor confidence. This is expected to drive the growth of listing revenues for Indian
exchanges. In terms of revision to fee schedule, considering that there has been a revision recently, another revision
to fee schedule in not expected in near future. With this, it is expected that listing fees in India will potentially
grow at 15-20% over the next 5 years.

b. Data services

Data revenues in the Indian market have grown steadily at 14% CAGR over the past 5 years. However, data
revenues are still under-leveraged as compared to other global peers indicating potential for strong upside.

Figure: Data revenues in India are still under-leveraged as compared to peers

Data revenues as % of total revenues

2015
Emerging economies Developed economies
35%
19% 19%
15%
12% 12%
11%
6% 7% 7% 7%
3% 3% 5%
3%

NSE BSE IDX Bursa Moscow BM&F SET DBAG HKEx Japan KRX SGX LSE NYSE NASDAQ
Malaysia Bovespa SE

Indo- South Hong Singa-

India Malaysia Russia Thailand Ger-many Japan Korea UK US
nesia Africa Kong pore

1. Developed economies (advanced economies) and emerging economies as defined by International Monetary Fund
2. The data is for the financial reporting cycle for respective exchanges: NSE, BSE – Year ended March; SGX – year ended June
for rest of the exchanges year ended December
Source: Annual reports

It is expected that the market for data revenues in India will exhibit a strong growth in the coming years driven by
opportunities to launch new product offerings and increased focus on driving data related revenues. However, two
specific risks remain which may pose challenges for growth in data services: I) Reluctance to pay fees for data
services in the Indian market; ii) Competition from global players (e.g. Bloomberg) as well as domestic exchanges
and other data businesses.

Overall, it is estimated that market data revenues will maintain their past growth rate and potential to grow annually
by 15-20%.

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c. Index services

Historically, index products and services in India has been a growing segment with main revenue coming from
licensing fee for usage of indices as an underlying for different products like index funds, ETFs and other structured
financial products. Though, over the years, index licensing outside India has also been a major driver of revenue
growth.

Globally, the market for index products and services is split between a few leading specialist index players and index
businesses of banks and exchanges.

It is expected that revenues from index services can further grow for the Indian market by expanding product
offering to beyond equities. With this, it is expected that revenues from index services will potentially grow at 15-
20% over the next 5 years.

Emerging growth opportunities

Over the past couple of years, different steps of the market infrastructure value chain have seen different revenue pool
growth. The different steps of the infrastructure value chain include solutions and services around data, the building of
utilities (e.g. around areas of post-trade) and solutions around collateral management. The development of international
financial centres and the advent of disruptive trading platforms and technologies are further topics highlighted in this context.

Data related services and solutions

Currently, revenues from data services make up a small proportion of revenues for Indian exchanges (approximately 3%).
This is significantly lower than the share of revenues from data services at peer exchanges – ranging from 5-7% for emerging
market exchanges (IDX, Bursa Malaysia, BM&F Bovespa, SET) and 10-35% for developed market exchanges (DBAG, SGX,
KRX, LSE, NYSE, NASDAQ). On average, data business is a reliable revenue source for international stock exchanges,
accounting for approximately 15-20% of total revenues for stock exchanges in developed economies. Similarly, index
services have been a key area of focus for global exchanges. These products and offerings are under-developed in India and
represent a key area for future growth opportunity.

Regarding market and reference data, most developed exchange groups have introduced sophisticated products to provide
value-add to their clients and mitigate the risk of market data commoditization. This includes products that bundle data from
multiple exchanges, innovative delivery methods (e.g. portals/apps) and customized solutions.

Exchanges without international reach and/or relatively small market cap are increasingly looking to launch international or
specialist indices in cooperation with globally established index providers. This also opens up opportunities for trading of the
corresponding ETFs on their platforms.

Most advanced exchange groups have expanded their product portfolio into the analytics/tools part of the market data value
chain. This includes portfolio and risk management tools (mostly for the buy-side) as well as charting, pricing and technical
analysis tools.

The broadened offering helps these peers to better serve their clients’ needs and diversify/stabilize their revenue base. In the
Indian market, growth opportunities exist in all areas around data distribution and advanced analysis/data products.

Utility building

Changing market conditions on both supply and demand side in capital markets create a strong rationale for alternative
sourcing models. On one hand, market infrastructure industry now has the ability to address the need for simplification and
mutualisation. On the other hand, there is a burning platform for change, especially for regional/domestic exchanges and
Investment banks that lack scale to reach a competitive cost-per-trade compared to Tier one banks. The European players
Clearstream/Eurex Clearing and Euroclear can serve as templates for services to add around the settlement step of securities
transactions, as can “securities transactions banks” such as dwpbank in Germany, or similar services now offered by a joint
venture partnership of Broadridge and Accenture.

For the Indian exchanges, there may be opportunities for value-added services around corporate action processing both on the
corporate and the bank-side.

Collateral management

Globally, structural deepening of rates and FX futures markets is expected to drive listed derivative volumes upwards, nearly
doubling by 2018. Bilateral trades experience the largest increase in collateral requirements as regulation bites; futurization
will also shift collateral to exchanges. Europe and the US are expected to experience similar degrees of futurization by 2018,
while Asia lags in both markets due to a delayed regulatory timeline. The global stock of highly-rated collateral is sufficient

150
to meet higher demands, but clients will need increased support in accessing it.

Collateral management is one of the areas where opportunities for MI players exist – globally as well as in India. While
regulations in India may not yet require sophisticated collateral management services to the same extent as in Europe or the
US, Indian exchange groups can initiate capability building efforts for such services.

International Financial Centres

Exchange groups depend on their domestic market environment, but eventually also on their potential to attract international
business such as ties to the operations of major banks that set up shop in International Financial Centres (IFCs) and
international bonds or funds listings from large corporates that operate globally.

Market infrastructures in emerging economies are therefore showing increased interest in supporting regional or national
governments in their efforts to increase the visibility of their main hubs as IFCs.

In India, of all the IFCs being planned, considerations have advanced the furthest for GIFT city initiative in Gujarat. While
RBI and SEBI have specified regulations for setting up International Banking Units and market infrastructures, a number of
key areas remain to be addressed for GIFT City to be successful – for example, introduction of capital account convertibility,
clearance of bankruptcy laws and rationalization of tax structures. If these pre-requisites are addressed, the revenue potential
from an IFC like GIFT city can be sizable.

Disruptive trading platforms and technologies

Last but not least, the exchange landscape is undergoing technological change in several aspects. New technologies such as
block-chain are poised to overhaul parts of the trading value chain. Markets are becoming more fragmented in developed
markets as banks launching their own alternative trading systems (dark pools) and increasing numbers of exchanges and other
trading facilities opening for business. Similarly, some exchange groups are developing to become technology providers for
others.

All of these trends can play out in the Indian market and can be used by the incumbent exchange groups to their advantage if
they act swiftly and decisively.

151
 OUR BUSINESS

In this section, unless otherwise stated, (i) volume or trading volume is the measure of, in respect of equity, equity-linked and
fixed income securities, the total number of securities traded and, in respect of derivatives, the total number of derivative
contracts traded, during the relevant year or period, and (ii) turnover or trading turnover is the measure of the total value
(unless otherwise stated, in Indian rupees) of securities traded, based on the trade price of each security at the time of each
trade, during the relevant year or period. In this section, “WFE” means the World Federation of Exchanges, and all data
from WFE have been obtained from WFE annual statistics. Unless otherwise stated, all references to years, including in
respect of market share data from WFE, are to calendar years. Our fiscal year ends on March 31 of each year and all
references to a particular fiscal year are to the twelve-month period ended March 31 of that year unless otherwise stated.
Certain data included in this section in relation to operational, financial and other business-related information have been
reviewed and verified by Mahajan & Aibara, independent Chartered Accountants and have not been independently verified
by the Managers.

Overview

We are the leading stock exchange in India and the fourth largest in the world by equity trading volume in 2015, according to
WFE. We own and manage the NIFTY 50 index, a leading benchmark for the Indian capital markets. We offer
comprehensive coverage of the Indian capital markets across asset classes, including equity, fixed income and derivative
securities. We have a fully-integrated business model comprising our exchange listings, trading services, clearing and
settlement services, indices, market data feeds, technology solutions and financial education offerings. We also oversee
compliance by our trading and clearing members and listed companies with the rules and regulations of our exchange.

We ranked first among exchanges globally in terms of stock index option and currency option trading volumes in 2015,
according to WFE. We also ranked second among exchanges globally in terms of single stock future contracts trading volume
and currency future contracts trading volume in 2015, according to WFE.

We began operations in 1994 and have ranked as the largest stock exchange in India in terms of total turnover and average
daily turnover, or ADT, for equity shares every year since 1995, based on annual reports of SEBI. We have leading market
shares by total turnover of 85% in equity cash trading, 94% in equity derivatives trading, 59% in currency derivatives trading,
79% in interest rate derivatives trading, 77% in ETFs trading, 80% in corporate bonds trading for fiscal 2016, according to the
Oliver Wyman Report.

Securities are listed and traded on two markets within our exchange: our cash market and our derivatives market. Our cash
market can be categorized into our equity cash market for equities and equity-linked securities and our debt cash market for
fixed income securities. There were 1,822 companies with a combined market capitalization of ₹ 108,660,631.3 million listed
on our equity cash market as of September 30, 2016. Trading in our cash market represented 5.7% and 5.2% of total trading
volume on our exchange in fiscal 2016 and the six months ended September 30, 2016, respectively.

Our derivatives market offers trading in various forms of derivatives, such as futures and options on stocks and domestic and
global indices, currency futures and options and interest rate futures. Trading in derivatives represented 94.3% and 94.8% of
total trading volume on our exchange in fiscal 2016 and the six months ended September 30, 2016, respectively.

Our vertically-integrated business model includes our post-trade and non-trading businesses, which are intended to serve the
investment community’s diverse needs and provide us with complementary sources of revenue. Our clearing corporation and
Subsidiary, the National Securities Clearing Corporation Limited, or NSCCL, provides clearing and settlement services for
our exchange to support our members throughout the lifecycle of a trade. NSCCL was the first clearing corporation
established in India, according to the Oliver Wyman Report.

Our Subsidiary, India Index Services and Products Limited, or IISL, owns and manages a portfolio of 67 indices under our
NIFTY brand as of September 30, 2016, including our flagship index, the NIFTY 50. Our NIFTY indices are used as
benchmarks for products traded on our exchange and globally and as indicators of the Indian economy and capital markets.
NIFTY indices served as the benchmark index for 38 ETFs listed in India and 12 ETFs listed abroad as of September 30,
2016. Derivatives benchmarked to NIFTY indices were also available for trading on four international stock exchanges as of
November 30, 2016, pursuant to cross-listing arrangements and license agreements that we have entered into with the
Singapore Exchange, the Chicago Mercantile Exchange, the TAIFEX and the Osaka Exchange.

Our Subsidiary, DotEx International Limited, or DotEx, operates our data feed business, which distributes real-time and
proprietary market information to global data vendors, as well as to financial institutions and individual investors. We offer
outsourced IT services and financial education through our wholly-owned Subsidiaries, NSEIT Limited, or NSEIT, and NSE
Academy Limited, or NSE Academy, respectively. We also have investments in complementary businesses, including mutual
fund registry services, back-end exchange support services for our platforms, depository services, e-corporate governance,
mobile trading solutions and commodity, power and receivables exchanges.

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We have an “anywhere, any asset” trading platform that supports trading in all products listed on our exchange and offers
web-based desktop, mobile and tablet functionality. We have a pan-India, high-speed network, which supported more than
181,524 terminals connecting to our platforms as of September 30, 2016. Our scalable technology platform is capable of
handling high trading volumes, including high-frequency trading and trading through co-location facilities, and to readily add
capacity to support increased trading volume. We have developed components of our technology platform in house, as well as
improvements to certain of our third-party developed or licensed technologies, including the National Exchange for
Automated Trading, or NEAT, system, our screen-based trading system.

We were recognized as Indian Exchange of the Year for 2014 by Futures & Options Word and received the CII EXIM Bank
Excellence Prize for 2014 and 2016, the IMC Ramkrishna Bajaj National Quality Certificate of Merit for 2014 and the Best
Derivatives Providers Performance Award for 2014 from Global Finance.

Our total income has grown at a rate of 31.0% to ₹ 23,591.7 million in fiscal 2016 compared to ₹ 18,010.1 million in fiscal
2012. Our net profit after tax attributable to equity shareholders increased 10.2% to ₹ 9,752.1 million in fiscal 2016 compared
to ₹ 8,848.7 million in fiscal 2012. Our EBITDA increased to ₹ 16,040.3 million in fiscal 2016 compared to ₹ 13,792.7
million, in fiscal 2012. In the six months ended September 30, 2016, we had total income of ₹ 13,435.1 million, net profit
after tax attributable to equity shareholders of ₹ 5,883.2 million and EBITDA of ₹ 9,151.4 million. Reflecting the increased
diversification of our business, our revenues from operations (excluding transaction charges from trading on our exchange)
increased 16.6% from ₹ 5,967.5 million in fiscal 2012 to ₹ 6,959.7 million in fiscal 2016 and income from investments
(excluding operating investment income) increased 18.6% from ₹ 3,914.3 million in fiscal 2012 to ₹ 4,643.9 million in fiscal
2016. For a reconciliation of EBITDA, which is a non-GAAP measure, to our net profit after tax as restated, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations”
beginning on page 439.

Our consolidated net worth attributable to equity shareholders was ₹ 68,676.7 million and ₹ 70,574.7 million as of March 31,
2016 and September 30, 2016, respectively, compared to ₹ 52,660.0 million as of March 31, 2012. We had cash and cash
equivalents and bank balances other than cash and cash equivalents (including other non-current bank balances, earmarked
deposits and balance in escrow account) aggregating to ₹ 74,383.6 million, ₹ 50,287.5 million and ₹ 89,377.3 million as of
March 31, 2012 and 2016 and September 30, 2016, respectively. We had no outstanding loans or borrowings as of March 31,
2016 and September 30, 2016.

Our Competitive Strengths

Market leader in India and a leading stock exchange globally

We ranked as the largest stock exchange in India in terms of total and average daily turnover for equity shares every year
since 1995, based on annual reports of SEBI. We began operations in 1994 and have ranked as the largest stock exchange in
India in terms of total turnover and average daily turnover, or ADT, for equity shares every year since 1995, based on annual
reports of SEBI. We have leading market shares by total turnover of 85% in equity cash trading, 94% in equity derivatives
trading, 59% in currency derivatives trading, 79% in interest rate derivatives trading, 77% in ETFs trading, 80% in corporate
bonds trading for fiscal 2016, according to the Oliver Wyman Report. We ranked first among exchanges globally in terms of
stock index option and currency option trading volume in 2015, according to WFE. We also ranked second among exchanges
globally in terms of single stock future contracts trading volume and currency future contracts trading volume in 2015,
according to WFE. Our sustained leadership positions across asset classes in the Indian and global exchange sectors
demonstrate the robustness and liquidity of our exchange backed by our advanced technology platform and risk management
framework.

We believe that the scale and breadth of our products and services, our sustained leadership positions across multiple asset
classes in India and globally and our integrated business model enable us to be highly reactive to market demands and
changes and deliver innovation in both our trading and non-trading businesses and to provide high-quality data and services
to market participants and clients. We also believe that our leadership positions in trading volumes help to attract additional
participants to our exchange, which in turn results in more efficient price discovery, attracts additional listings on our
exchange, generates trading activity that maintains our trading fee structure and drives demand for our data and index
products. We have leveraged high trading volumes in existing products, particularly in our derivatives market, to expand our
trading and non-trading product offerings, introducing new derivative and other structured products for trading, new NIFTY
indices to track different market sectors and support for algorithmic trading through our co-location facilities in response to
the evolving needs and expectations of high volume and high frequency traders.

Strong track record of growth in an Indian economy poised for further growth

Real GDP growth in India was 5.6%, 6.6%, 7.2% and 7.6% in 2012, 2013, 2014 and 2015, respectively, according to the
Oliver Wyman Report. India is projected to be among the fastest growing economies in the world between 2016 and 2020 and
is expected to become the third largest economy in the world by 2030, with GDP approximately tripling to $7 trillion by
2030, according to the Oliver Wyman Report. Foreign direct investment into India has steadily increased from approximately

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USD 24 billion in calendar year 2012 to approximately USD 44 billion in calendar year 2015 and approximately USD 32
billion in the nine months ended September 30, 2016, according to the Oliver Wyman Report. Per capita savings in India has
increased at an annual growth of approximately 10% per year between 2006 and 2015, from ₹ 7,478 per person in 2006 to ₹
18,063 per person in 2015, according to the Oliver Wyman Report. Financial assets comprise an increasing share of total
savings of households in India, rising from 33% of total savings in fiscal 2013 to 40% in fiscal 2015, according to the Oliver
Wyman Report. India’s workforce is expected to increase to 940 million and account for nearly 67% of the total population of
India by 2021, which is expected to drive strong demand and growth across most sectors and industries, according to the
Oliver Wyman Report. Mobile and internet penetration in India increased from 150 million users and 33 million users,
respectively, in 2006 to 1,010 million users and 340 million users, respectively, in 2015, according to the Oliver Wyman
Report.

We anticipate that the growth of the Indian economy, together with continued focus on economic liberalization by the
Government of India, or GoI, will lead to an expansion of the Indian capital markets and opportunities for us to further
expand our business in the future.

We have a strong track record of growth alongside the Indian economy. Our NIFTY 50 index, a well-recognized and widely-
used indicator of market activity in India, increased from 5,295.55 points as of March 31, 2012 to 7,738.40 points and
8,611.15 points as of March 31, 2016 and September 30, 2016, respectively, demonstrating the strong recent growth of the
Indian capital markets. Total turnover in our cash market increased from ₹ 28,108,931.9 million in fiscal 2012 to ₹
42,369,828.4 million and ₹ 24,174,891.6 million in fiscal 2016 and the six months ended September 30, 2016, respectively.
Our initiatives to increase trading volumes as the Indian economy expanded have included the introduction of new products
for trading, such as futures and options on new currency pairs, new indices and interest rates, trading in mutual fund units and
offer for sale bidding, and improvement of our trading technology and platforms.

Comprehensive and innovative product and service offerings delivered through a vertically-integrated business model
supported by a robust risk management system

Our integrated business model provides comprehensive pre- and post-trade products and services for our trading members
and market participants throughout the entire life cycle of a trade. Our model provides us with revenue sources and
innovation opportunities complementary to our listing and trading businesses and is summarized below.

Value Chain Organization Products / Services / Functions

Listing NSE Issuer listing interface for IPOs, further issuances and private placements.

New trading product development and regulatory interfacing.

SEBI Listing Regulations compliance monitoring.

Trading NSE Cash market: trading in equities (corporate stocks, SME stocks, ETFs, mutual
fund units and securities lending and borrowing) and fixed income securities
(government and corporate bonds, sovereign gold bonds and other debt
securities).

Derivatives market: trading in equity (stock, index and volatility), currency and
interest rate futures.

Risk management for all asset classes. See “– Post-Trade – Risk and Collateral
Management” beginning on page 168.

Clearing & Settlement NSCCL(1) Traditional clearing and settlement services and collateral management and risk
management for all asset classes, provided by NSCCL to our Company.

Indices IISL(1) Indices: broad market, sectoral, thematic, strategy and fixed income.

Data Feeds DotEx(1) Data vending: real-time, delayed and historical data.

KYC Registration Agency and service provider for central KYC.

NEAT-On-Web, or NOW: web-based and mobile trading through licensed

software.

Technology NSEIT(1) Commercial technology: Testing Centre of Excellence, application services,

infrastructure management, assessment services, Integrated Security Response
Centre and analytics as a service, focused on external clients such as BFSI

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 Value Chain Organization Products / Services / Functions

clients.

NSE Infotech(1) Exchange technology: Trading platforms and infrastructure and IT risk and
compliance focused on our own value chain.

Financial Education NSE Academy(1) Financial literacy programs.

Note:

(1) Wholly-owned Subsidiary of NSE.

We also have investments in complementary businesses, including mutual fund registry services, back-end exchange support
services for our platforms, depository services, e-corporate governance, mobile trading solutions and commodity, power and
receivables exchanges.

We continue to expand the range of our asset class coverage as well as the products and services that we offer. In our trading
business, we have launched trading in NSE Bond Futures II, India VIX futures, and derivatives on our NIFTY 50 index,
additional tenors on interest rate futures and sovereign gold bonds. In our data feed business, we are developing new types of
data products to complement our existing data offerings.

We have pursued innovation in our non-trading business to diversify our sources of revenue while strengthening our trading
business. Since our joint marketing agreement with Standard and Poor’s Financial Services in respect of our NIFTY indices
ended in 2013, we have introduced new indices and grown our revenues from indices and data offerings. To encourage
trading among domestic retail investors, we offer web-based and mobile internet trading through licensed NOW software and
introduced financial education programs to teach foundational principles of investing and money management.

To attract investors to our exchange, we must instill investor confidence in the safety of our markets, which has driven us to
strengthen our Investigation and Surveillance Department and our risk and collateral management facilities. Our risk-
management system operates continuously online to set and update margin requirements for members and monitor our risk
management functions. As part of our risk management framework, we maintain a Core Settlement Guarantee Fund with total
assets of ₹ 9,973.0 million and ₹ 15,577.0 million as of March 31, 2016 and September 30, 2016, respectively, compared to ₹
6,754.7 million as of March 31, 2015.

Advanced technology platform with a track record of innovation

Our advanced electronic systems for trade execution and post-trade services, including clearing, settlement and risk
management, provide reliable and consistent transaction execution and settlement, which helps us to maintain our competitive
position. We have an experienced team of IT professionals, supported by select third-party IT vendors, to operate and support
our infrastructure and software and create and implement new technologies. We have developed components of our
technology platform in house, as well as improvements to certain of our third-party developed or licensed technologies,
including the National Exchange for Automated Trading, or NEAT, system, our screen-based trading system. We also license
the NOW trading software that provides connectivity to our exchange through trading terminals, web-based browsers and
mobile devices.

Our electronic systems deploy real-time hardware and software monitoring and analytics with self-correction capability,
predictive behavior technology and surveillance of known failure points and unexpected events. To avoid outages or
disruptions, we ensure that our systems have built in redundancy and excess capacity at all times, implemented regular testing
protocols and adopted continuous obsolescence planning to keep our hardware and systems updated. To minimize cyber
security threats, we have implemented a security framework to prevent and detect system intrusions and internal and external
security tools. Our systems have processed an average of approximately 743 million messages per day for the six months
ended September 30, 2016.

We are a pioneer in technology and ensure the reliability and performance of our systems through our culture of innovation
and investment in technology. Our investments in technology (including hardware and software) increased to ₹ 8,400.6
million and ₹ 8,831.0 million in fiscal 2016 and the six months ended September 30, 2016, respectively, from ₹ 6,063.5
million in fiscal 2012. We have adopted real-time risk monitoring for trading on our exchange. Our launches of electronic,
screen-based trading in 1994 and derivatives trading (in the form of index futures) were each the first of their kind in India.
We launched internet trading in 2000, electronic filing system for listed companies, direct market access, co-location facilities
and our mutual fund trading platform in 2009 and mobile trading for investors in 2010.

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Strong and diverse financial profile across established and high-growth business lines

We have enjoyed strong financial results in the past. Our total income has grown at a rate of 31.0% to ₹ 23,591.7 million in
fiscal 2016 compared to ₹ 18,010.1 million in fiscal 2012. Our net profit after tax attributable to equity shareholders increased
10.2% to ₹ 9,752.1 million in fiscal 2016 compared to ₹ 8,848.7 million in fiscal 2012. Our EBITDA increased to ₹ 16,040.3
million in fiscal 2016 compared to ₹ 13,792.7 million, in fiscal 2012. In the six months ended September 30, 2016, we had
total income of ₹ 13,435.1 million, net profit after tax attributable to equity shareholders of ₹ 5,883.2 million and EBITDA of
₹ 9,151.4 million. Reflecting the increased diversification of our business, our revenues from operations (excluding
transaction charges from trading on our exchange) increased 16.6% from ₹ 5,967.5 million in fiscal 2012 to ₹ 6,959.7 million
in fiscal 2016 and income from investments (excluding operating investment income) increased 18.6% from ₹ 3,914.3 million
in fiscal 2012 to ₹ 4,643.9 million in fiscal 2016.

We have a strong balance sheet and have accumulated significant financial resources which provide us with strategic
flexibility to grow our business. Our consolidated net worth attributable to equity shareholders was ₹ 68,676.7 million and ₹
70,574.7 million as of March 31, 2016 and September 30, 2016, respectively, compared to ₹ 52,660.0 million as of March 31,
2012. We had cash and cash equivalents and bank balances other than cash and cash equivalents (including other non-current
bank balances, earmarked deposits and balance in escrow account) aggregating to ₹ 74,383.6 million, ₹ 50,287.5 million and
₹ 89,377.3 million as of March 31, 2012 and 2016 and September 30, 2016, respectively. We have a large and diversified
long-term investment portfolio that totalled ₹ 39,230.5 million and ₹ 34,804.2 million as of March 31, 2016 and September
30, 2016, respectively. Our investment policy is governed by the SEBI guidelines, which limits our exposure to certain
classes of assets that may be exposed to greater degrees of risk. See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Key Components of Our Restated Consolidated Statement of Profit & Loss – Income –
Income from Investments” and “Risk Factors – Internal Risks – Declines in interest rates may adversely affect our results of
operations and financial position” on pages 437 and 23, respectively.

Our diversified business model reduces our dependence on our trading business. In fiscal 2016 and the six months ended
September 30, 2016, 37.3% and 36.8% of our revenue from operations, respectively, were generated from sources other than
our trading services and income from investments of deposits received from trading members, including annual listing fees,
revenues from our data feed and index businesses and rack space rental and connectivity charges related to co-location
services. These sources have generally provided us with predictable sources of revenue from year to year. Though diversified,
our businesses are complementary, allowing us to leverage strong performance in individual products to increase our revenue
streams throughout our vertically-integrated value chain.

Experienced and skilled management team

Our management team has extensive experience in financial market operations with a demonstrated ability to innovate and
grow our business. Our management has strong sector-specific operational and management expertise and an understanding
of the key opportunities and risks associated with our industry and our business. Our management team is supported by our
Board of Directors, which has extensive executive leadership experience in the public and private sectors across business,
regulation and technology.

We have implemented management training, development and progression plans to support our long-term operations. We
periodically rotate members of our management team and non-management employees to different departments or businesses,
which we believe contributes to the integration of our model and facilitates innovation.

Our Business Strategies

We seek to maintain the market leadership position of our exchange through the following strategies:

Diversify our product and service offerings and maintain new product innovation and development

We intend to further diversify our product and service offerings in our trading and non-trading businesses through innovation
and investment in high-growth areas of our businesses.

Changes in listing and trading regulations by the GoI have in the past created, and may create future opportunities for us to
introduce new products for trading on our exchange. For example, we have focused on increasing our listings of ETFs since
the GoI eased its regulations in August 2015 to permit greater investment in ETFs by provident funds. The SEBI has
promulgated regulations for the listing of real estate investment trusts, or REITs, and infrastructure investment trusts, or
InvITs, and may authorize new investment products in the future, creating new opportunities for us to offer trading in new
asset classes, particularly in our cash market. We also have numerous new products under development for which we are
awaiting the SEBI’s approval to launch, particularly in our derivatives business.

We believe that there is strong growth potential for our debt cash market as the majority of fixed income trading activity in
India is still concentrated in the OTC market. The GoI is focused on growing India’s debt capital market and the Working
Group on Development of Corporate Bond Market in India issued recommendations to improve the regulatory framework for

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India’s debt market in its August 2016 report. In anticipation of greater interest in fixed income trading in the future, in June
2016, we launched our NSE Electronic Debt Bidding platform for private placement issuances of fixed income securities.

We are actively evaluating potential new opportunities in our index and data feed businesses to build on our established
NIFTY indices and market data offerings. For example, we plan to continue licensing our NIFTY indices for use as
benchmarks for derivative and other structured products listed in India and globally. We also plan to explore opportunities to
broaden our data product offerings to remain competitive in the market data industry. In addition, our Subsidiary, DotEx, was
selected by the Central Registry of Securitization Asset Reconstruction and Security Interest of India, or CERSAI, as the
managed service provider for CERSAI’s central KYC registry, which was launched in July 2016.

Our vertically-integrated business model also presents opportunities for cross-selling between our business lines and
throughout the value chain. We remain focused on encouraging more of our exchange members to trade in multiple categories
of assets on our exchange, attracting our financial education clients to our exchange, marketing our index and data products to
our more sophisticated traders and pursuing other cross-selling opportunities that our business model creates.

In our commercial technology business, we plan to develop new offerings focused on IT-enabled management services and
analytics as a service. We anticipate our products and services will support product excellence, digital transformation, cloud
and total outsourcing and cyber security and intelligence, particularly among banking and financial services clients. We may
also seek out inorganic growth opportunities, including in the areas of digital transformation and technology security services.

Increase trading volumes by attracting new issuers and investors to our exchange

We are focused on improving liquidity on our exchange by attracting new issuers, strengthening our domestic investor base
and making our exchange more accessible to foreign investors. We plan to target new types of issuers looking to access the
Indian capital markets to list on our exchange. For example, we launched our EMERGE and EMERGE-ITP platforms to
provide tailored listing alternatives for Indian SMEs seeking access to capital. We are reaching out to state governments to
recommend the launch of SME-focused investment funds to expand the institutional investor base and attract more SMEs to
our platforms. We conduct financial education workshops through NSE Academy to develop a new generation of investors.
As the regulatory environment in India changes, we intend to diversify our listing acquisition campaigns to target new
categories of issuers that become eligible for public listings in India. By continuously enhancing the quality of our exchange,
we will also seek to encourage Indian companies listed or considering listing abroad to instead list on our exchange.

Our strategy to strengthen our investor base is focused on accommodating the evolving trading needs and expectations of
institutional and other sophisticated traders and investors. We have rolled out co-location facilities on our premises and
provide direct market access connections to our trading systems. We are in the process of further modernizing our trading
infrastructure for algorithmic and high-volume trading and expanding our suite of derivative products. In addition, we plan to
regularly update our traditional trading terminals and internet and mobile browser-based trading platforms to further improve
reliability and trade execution.

We seek to attract additional foreign investors to our exchange and to become the domestic exchange of choice for foreign
investors looking to access the Indian capital markets. We offer foreign investors access to Indian corporates, including all
companies that comprise our NIFTY 50 index, and we have expanded our index and currency derivatives offerings to provide
foreign investors with more opportunities to gain exposure to the Indian capital markets. We expect to continue our
international marketing efforts in select markets, which in the past have entailed participation in conferences, trade shows,
roadshows and meetings with institutional investors in Singapore, Hong Kong, New York and London. We have also sought
approval from the U.S. Commodity Futures Trading Commission in August 2007, which we updated in December 2015, to
expand our marketing and customer acquisition efforts in the United States and plan to explore additional opportunities to
increase our international footprint and outreach.

Finally, we continuously evaluate and refine our pricing strategy for each class of assets traded on our exchange and offer
incentive schemes for individual asset classes from time to time.

Maintain and upgrade infrastructure and technology

We believe that our advanced electronic systems for trade execution and post-trade services are our competitive strength. We
are committed to continually improving our core IT capabilities and platform infrastructure in order to maintain our systems’
reliability, performance and security and enhance our customers’ experience. We have regularly allocated substantial
resources towards upgrading our information technology systems and infrastructure, with the over-arching goals of achieving
higher capacity and lower latency, improving market efficiency and transparency, enhancing user access and providing
flexibility for future business growth and market needs. We continually monitor and add processing capacity to safeguard
against system disruptions during periods of high trading activity. We also seek to increase trading volume and turnover by
optimizing our trading platforms to improve efficiency and reduce costs.

We plan to develop and implement initiatives to maintain and improve our system infrastructure and technology and our

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front- and back-end functions in response to technological developments, customer demand and competitive pressures. We
are working toward integrating FinTech innovations into our businesses, including distributed ledger and block chain
technology, big data analytics and machine learning. We participated in Hyperledger’s Open Source Forum for blockchain
technologies, are pursuing FinTech collaborations with third parties and plan to continue investing in technology innovation
and working to bring FinTech-driven solutions to market in the future.

Pursue additional partnerships and collaborations in the global exchange ecosystem

We intend to further increase our brand recognition and diversify our product and service offerings by pursuing partnerships
and collaborations with other leading global stock exchanges, market participants, technology providers and financial
institutions throughout the global exchange ecosystem.

We have entered into cross-listing and licensing arrangements with the Singapore Exchange, the Chicago Mercantile
Exchange, the Osaka Exchange and the TAIFEX to provide for trading of derivatives benchmarked to our NIFTY 50 index
and other NIFTY indices on foreign exchanges. As a result of these partnerships, derivatives benchmarked to NIFTY indices
are traded on four exchanges around the world, including U.S. Dollar denominated futures linked to our NIFTY 50, NIFTY
Bank, NIFTY IT, NIFTY CPSE and NIFTY Midcap 50 indices traded on the Singapore Exchange, U.S. Dollar denominated
futures linked to our NIFTY 50 futures traded on the Chicago Mercantile Exchange, Yen-denominated NIFTY 50 futures
traded on the Osaka Exchange and New Taiwan Dollar denominated NIFTY 50 futures traded on the TAIFEX. Also in 2016,
6 ETFs linked to NIFTY indices were launched in international markets, including Hong Kong, Taiwan and South Korea. As
of September 30, 2016, ETFs linked to NIFTY indices were listed on 17 exchanges in 15 countries.

Our arrangements with international stock exchanges also contribute to the liquidity of our markets. For example, our
collaboration with the Chicago Mercantile Exchange enables us to offer Rupee-denominated derivatives benchmarked to the
S&P 500® and the Dow Jones Industrial Average™ on our exchange. Our non-NIFTY index derivatives turnover were ₹
77,604,283.4 million and ₹ 111,933,910.1 million in fiscal 2016 and the six months ended September 30, 2016, compared to
₹ 6,980,172.2 million in fiscal 2012.

We have entered into a memorandum of understanding with the LSE to explore opportunities for collaboration, such as the
establishment of a research center in GIFT City (defined herein). We also will continue to explore organic and external
opportunities to expand into new markets and products in our non-trading businesses, including in the areas of indices, data
analytics, digital transformation and technology solutions.

Capture growth in the underpenetrated Indian financial markets

We intend to further strengthen our brand and market leadership position by reaching investors in more geographic locations
and from different backgrounds across India. We plan to conduct investor awareness programs, pursue tie-ups with state-level
education boards and universities to offer post-graduate and certificate programs and conduct conferences and seminars
around our product and service offerings. Our past financial inclusion initiatives include state financial literacy programs that
were developed together with the Tamil Nadu and Himachal Pradesh state education boards and are administered outside of
India’s metropolitan centers.

To introduce more first-time investors to the Indian markets and attract them to our exchange, our outreach, advertising and
expansion initiatives seek to transform India’s strong culture of saving into an “equity culture”. We plan to intensify our
outreach and advertising programs directed at younger Indians through our wholly-owned Subsidiary, NSE Academy, which
promotes financial literacy as a necessary life skill. NSE Academy’s initiatives, including partnerships with state and national
school boards and schools, interactive courses on personal finance and certification programs, teach school children,
homemakers and other non-finance professionals the value of investing, provide an introduction to the Indian capital markets
and help to develop new market professionals.

Amid the recent trend of increasing mobile and internet penetration in India, we license NOW, our web-based and mobile
trading platform, which is targeted towards the growing number of mobile phone users in India and positions us to increase
our market share among internet and mobile traders. Assuming that mobile and internet penetration increases in India, we
anticipate that investment in our trading platforms will enable us to attract more members to our exchange from areas outside
of India’s major commercial centers.

Indian capital markets are comparatively underpenetrated with significant potential for further growth according to the Oliver
Wyman Report:

 financial savings in India totalled approximately $0.5 trillion as of 2015, comprising 56% of bank deposits and only
7% of investments in direct equities;

 foreign direct investment in India accounted for only approximately 2% of India’s GDP in 2015 despite increasing
from $28 billion to $34 billion to $44 billion in 2013, 2014 and 2015, respectively; and

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 in 2015, India’s market capitalization to GDP ratio was 73% compared to 140% in the United States, and India’s
cash turnover velocity was 53% compared to 268% in the United States.

Establishment of an international exchange in GIFT City

We have incorporated two Subsidiary companies, NSE IFSC Limited and NSE IFSC Clearing Corporation Limited, and
applied to the SEBI for in-principle approval to establish international exchange and clearing corporation businesses in
Gujarat International Finance Tech City – International Financial Service Centre, or GIFT City, which is a special economic
zone under development to become India’s first international financial services center.

These proposed new businesses are intended to expand our trading business and to grow our market share by capturing
trading volumes that in the past have shifted outside of India in search of lower transaction costs and higher position limits.
Stock exchanges operating in the GIFT IFSC will be permitted to offer trading in securities in any currency other than the
Indian rupee. Subject to SEBI approval, trading would be permitted in equity shares of companies incorporated outside of
India, depository receipts, debt securities of eligible issuers, currency, index, interest rate and non-agriculture commodity
derivatives and all categories of exchange traded products that are available for trading in stock exchanges in FATF/IOSCO
compliant jurisdictions. NSE IFSC Limited would also be permitted to offer longer trading days than what stock exchanges
are currently permitted to do. We will be conducting marketing and familiarization activities to keep prospective investors
informed about the framework of operations of NSE IFSC and NSE IFSC Clearing Corporation, as we have in the past for the
launch of new businesses, products, and services.

History & Corporate Structure

Our Company was incorporated in 1992. We were recognized as a stock exchange by the SEBI in April 1993 and commenced
operations in 1994 with the launch of our wholesale debt market, followed shortly after by the launch of our cash market.

Between 1994 and 2016, we expanded our lines of business and product offerings through the following key milestones:

1994 Commenced electronic or screen-based trading;

Launch of the equity and wholesale debt market segments;

Created and administered a settlement fund;

1996 Launch of the NIFTY 50 Index, which remains our flagship index today;

Trading and settlement in dematerialized securities commenced on our exchange;

1998 Commencement of the NSE Certification for Financial Markets certification program in India;

2000 Launch of index futures based on the NIFTY 50 index (then known as S&P CNX Nifty) for trading;

Listed index futures on Nifty 50 on the Singapore Exchange;

2001 Launch of index options based on the NIFTY 50 index (then known as S&P CNX Nifty) for trading;

Launch of single stock futures and options on listed securities;

2002 Launch of ETFs listings;

2005 Launch NIFTY Bank index derivatives;

2008 First in India to offer trading in currency futures;

Establishment of our securities lending and borrowing scheme ;

Launch of NOW platform for web-based trading;

2010 Launch of trading in currency options;

Launch of NOW platform for mobile devices;

2011 Commenced trading in Index Futures and Options on global indices, namely the S&P 500, Dow Jones
Industrial Average, and the FTSE 100

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 2012 Launch of our SME-specific EMERGE platform for the listing and trading of securities of SMEs;

2014 Launch of NMF II platform for mutual funds;

Launch of NBF II Segment for interest rate futures;

Launch of trading on India VIX index futures;

Commencement of trading on Nifty 50 (then known as CNX Nifty) on the Osaka Exchange

2016 Launch of Nifty 50 index futures trading on TAIFEX;

Launch of electronic book-building platform for private placement of debt securities;

Launch of platform for sovereign gold bond issuances

We have also grown our business beyond traditional listing and trading services:

 In 1995, our wholly-owned Subsidiary, NSCCL, became the first clearing corporation to be established in India,
according to the Oliver Wyman Report. NSCCL commenced clearing and settlement operations in the following
year;

 In 1998, we established our Subsidiary, IISL, as a joint venture with CRISIL Limited to operate an indices business.
IISL became our wholly-owned Subsidiary in 2013 following our acquisition of CRISIL’s 49% stake;

 In 1999, we established NSEIT, our wholly-owned Subsidiary and a global technology firm that provides end-to-end
technology solutions, including application services, infrastructure services, analytics as a service and IT enabled
services. In 2015 and 2016, respectively, NSEIT launched its Testing Center of Excellence and Integrated Security
Response Center;

 In 2000, we incorporated DotEx, our wholly-owned Subsidiary, and consolidated our data and info-vending business
under DotEx;

 In 2006, we incorporated NSE Infotech, our wholly-owned Subsidiary for IT research and development; and

 In 2016, we consolidated our education business under NSE Academy, our wholly-owned Subsidiary. Also in 2016,
we incorporated two new subsidiaries, NSE IFSC Limited and NSE IFSC Clearing Corporation Limited, in
furtherance of our long-term business strategy to establish an international exchange in GIFT City.

We also have investments in complementary businesses, including mutual fund registry services, back-end exchange support
services for our platforms, depository services, e-corporate governance, mobile trading solutions and commodity, power and
receivables exchanges. See “–Other Businesses –Investments”.

The chart below summarizes our corporate legal structure as on the date of this Draft Red Herring Prospectus.

160
 100% 25.05% 100% 15% 49% 100%

National Securities NSE Strategic National Commodities

National Securities BFSI Sector Skill
Clearing Corporation Investment and Derivatives NSE IFSC Limited
Depository Limited Council of India
Limited Corporation Limited Exchange Limited

100%
Subsidiaries Associates & Strategic Investments

NSE IFSC Dotex International Computer Age Management

100% 44.99%
Clearing Corporation Limited Systems Limited
Limited
India Index Services & Market Simplified India 30%
100%
Products Limited Limited
Power Exchange India 30.95%
NSEIT Limited 100%
Limited

NSE Infotech Services NSDL e-Governance 25.05%

100%
Limited Infrastructure Limited
Goods & Services Tax 10%
NSE Academy Limited 100%
Network Limited

Receivables Exchange of
30%
India Limited

Our Business

We offer comprehensive coverage of the Indian capital markets across asset classes, including equity, fixed income and
derivative securities. We have a fully-integrated business model comprising our exchange listings, trading services, clearing
and settlement services, indices, market data feeds, technology solutions and financial education offerings. We have an active
treasury management function that invests our own funds and deposits from market participants. We also support the
surveillance initiatives undertaken by the Integrated Surveillance Department of the SEBI and oversee compliance by our
trading and clearing members and listed companies with the rules and regulations of our exchange.

Key aspects of our integrated business model, revenue and primary lines of business are summarized below.
Six Months Ended
September 30, Year Ended March 31,
2016 2016 2015 2014 2013 2012
% of
% of % of % of Total % of % of
Value Primary Line(s) Total Total Total Income(1 Total Total
)
Chain Revenue of Business Rev Income Rev Income Rev Income Rev Rev Income Rev Income
( ₹in millions except percentages)
Listings Listing Listing 505.0 3.8 803.8 3.4 643.6 2.8 453.9 2.4 434.0 2.4 501.1 2.8
fees -Equities
Book -Fixed Income
building
fees
Processi
ng fees
Trading Transact Trading 6,535.3 48.6 11,675.7 49.5 10,752.1 46.9 8,257.2 43.0 7,236.3 39.9 7,646.9 42.5
ion Cash Market
Charges -Equity
-Fixed Income
Derivatives
-Non currency
-Currency
Data Co-location 378.2 2.8 708.4 3.0 564.5 2.5 431.9 2.2 426.2 2.3 379.5 2.1
center facilities
charges
&
connecti
vity
charges
Post Clearing -Clearing 493.2 -(3) 983.5 -(3) 911.8 -(3) 756.3 -(3) 725.9 -(3) 1,157.7 -(3)
trade services( -Settlement
2)
-Risk
management
Index, Data NSE market data 355.6 2.6 592.1 2.5 470.6 2.1 368.6 1.9 278.2 1.5 283.4 1.6
Data & Feed
Technol Services
ogy Licensin Indices 345.3 2.6 640.2 2.7 402.5 1.8 203.9 1.1 134.6 0.7 114.1 0.6
g
Services

161
 Six Months Ended
September 30, Year Ended March 31,
2016 2016 2015 2014 2013 2012
% of
% of % of % of Total % of % of
Value Primary Line(s) Total Total Total Income(1 Total Total
)
Chain Revenue of Business Rev Income Rev Income Rev Income Rev Rev Income Rev Income
( ₹in millions except percentages)
Technol -Application 513.4 3.8 894.6 3.8 766.5 3.3 698.9 3.6 681.1 3.8 843.8 4.7
ogy development &
Services maintenance
-Infrastructure
management.
-Assessment
services
-IT processing
and support
Other Registrat Financial 84.1 0.6 190.1 0.8 223.1 1.0 204.8 1.1 186.9 1.0 216.0 1.2
Busines ion & Education
ses enrollme
nt fees
Share of - 555.0 -(3) 911.5 -(3) 732.5 -(3) 314.2 -(3) 235.1 -(3) 195.5 -(3)
net profit
of
associate
s and
joint
ventures
accounte
d by
using
equity
method
Investme - 4,465.2 33.2 7,401.6 31.4 8,277.8 36.1 7,688.2 40.0 7,600.1 41.9 6,723.9 37.3
nt,
dividend
and
interest
income(4
)

Notes:

(1) Total income for the year ended March 31, 2014 does not include profit on sale of investment in equity instruments of associates/
subsidiary of ₹ 441.8 million.

(2) Represents inter-segment revenue from our clearing services operating segment. Comprises certain revenue of NSCCL, being the
amounts paid by our Company to NSCCL in respect of clearing and settlement charges, which are then included in the transaction
charges that our Company assesses on each trade on our exchange. See Note 31 to our audited consolidated Restated Financial
Information on page 279.

(3) Not included in total income.

(4) Comprises (i) from other operating revenues: income on investments and net fair value gains / (losses) on financial assets mandatorily
measured at fair value through profit or loss, or FVPL and (ii) from other income: dividend income from equity investments
designated at fair value though other comprehensive income, or FVOCI, and from other investments, interest income from financial
assets at amortized cost and from investment designated at FVOCI, net fair value gain / (loss) on financial assets mandatorily
measured at FVPL, net gains on sale of financial assets measured at FVOCI, sale of financial assets mandatorily measured at FVPL.
See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Components of Our
Restated Consolidated Statement of Profit & Loss – Income from investments” on page 437.

Listings

We provide a listing venue for companies and other entities issuing securities in India and generate revenue from fees paid by
issuers in connection with those listings. We aim to be the preferred designated stock exchange for issuers looking to use our
markets. We offer a marketplace with multiple access points and a deep investor base, where price and liquidity formation
can take place in a transparent and regulated framework, subsequent liquidity can develop and further capital can be raised.

Listing on our exchange can take several forms, including initial public offerings, or IPOs, and follow-on offerings, or FPOs.
Follow-on offerings are offerings of securities by listed companies and include rights issues, which are issuances of shares to
existing shareholders on a pro rata basis, as well as qualified institutional placements, or QIPs, which are issuances of shares
to institutional investors. We also enable private placement of securities on our listing platform. Further, we provide facilities
to enable book-building for IPOs and private placements of debt securities.

Equity

The Indian corporate entities that comprise our equity cash market issuer base include large corporates, SMEs, financial
institutions, government agencies and emerging corporate forms, which in the future are expected to include REITs and
InvITs. There were 1,822 companies with equity shares listed for trading in our cash market with a combined market
capitalization of ₹ 108,660,631.3 million as of September 30, 2016 compared to 1,646 companies with a combined market
capitalization of ₹ 60,965,175.5 million as of March 31, 2012.

162
SMEs

Our two platforms for the listing and trading of SME stocks are EMERGE and EMERGE’s Institutional Trading Platform, or
EMERGE-ITP. We have operated EMERGE since 2012 as an alternative listing platform for SMEs that have paid up capital
below ₹ 250 million. We launched EMERGE-ITP in 2014 as a specialized platform for SMEs that operate in key high-growth
sectors, namely technology, information technology, intellectual property, data analytics, bio-technology or nano-technology,
and/or in which sophisticated investors hold substantial ownership interests. These platforms are intended to provide access to
early-stage capital for SMEs and new investment opportunities for sophisticated investors. SMEs that list on EMERGE or
EMERGE-ITP pay initial and annual listing fees that are similar to, but less than, our fees for main board listings. As of
September 30, 2016, 37 companies with a total market capitalization of ₹ 21,017.9 million were listed on EMERGE and
EMERGE-ITP and a total of ₹ 2,327.2 million had been raised by SMEs on the two platforms since 2012.

Offers for Sale

We provide a market for substantial shareholders in listed companies to sell their interests through offers for sale. Offers for
sale can be made by promoters of the top 200 companies on our exchange by market capitalization and any non-promoter
shareholder with at least 10% interest in such eligible companies. We collect book building fees associated with offers for
sale. See “– Listing Revenues”. We also facilitate share buyback and exit offers to shareholders by delisting companies.

The table below provides a summary of our equity listing business in terms of the number of issues and amounts raised by
type for the periods indicated.

Six Months Year Ended March 31,

Ended
September 30,
2016 2016 2015 2014 2013 2012
Main Board Equity Issues
IPOs 16 24 6 2 10 26
FPOs - - - 2 - 1
Qualified Institutions Placement 9 18 40 7 38 14
Amount Raised (₹ in millions)
IPOs 170,832.9 153,736.2 13,756.5 11,895.3 62,447.6 48,642.7
FPOs - - - 74,559.6 - 45,782.0
Qualified Institutions 28,182.5 139,759.5 280,143.0 95,617.4 139,636.1 16,834.2
Placement
Total 199,015.4 293,495.7 293,899.5 182,072.3 202,083.7 111,258.9
SME Listing
Number of new listings 6 16 9 5 2 -
Amount raised (₹ in millions) 420.1 665.2 378.7 423.2 440.0 -
Offers for Sale(1)
Number of offers 3 8 8 31 15 2
Amount raised (₹ in millions) 18,526.4 118,019.1 162,978.8 34,900.1 118,906.9 87,558.3
Note:

(1) Offers for sale on our exchange commenced in February 2012. Amount raised from offers for sale represents the total value of
allotments received toward bids place on our exchange only.

Issuers on our exchange must meet minimum eligibility criteria for the listing of their securities. The criteria generally include
minimum paid up share capital and capitalization levels and having at least three years of operations. Issuers with negative
net worth, winding up petitions or referrals to the Board for Industrial and Financial Reconstruction are ineligible to list on
our exchange. Our issuers must also adhere to ongoing disclosure and corporate governance requirements, including quarterly
and annual financial reporting requirements and reporting of material developments and certain corporate governance matters.

In order to attract issuers to our marketplace and maintain our relationship with existing issuers, we undertake ongoing
outreach initiatives to specific classes of issuers, such as large market capitalization companies and SMEs, through direct
prospecting and periodic client relationship coverage meetings. We also participate in conferences and hold events to promote
our markets as an alternative to bank financing and other types of funding.

Fixed Income

We are also a listing venue for issuances of fixed income securities where we list public and privately placed corporate debt
securities. There were 47 fixed income securities with a total size of ₹ 215,000.1 million issued on a public issue basis and
685 fixed income securities with a total size of ₹ 1,860,207.5 million issued on a private placement basis, during the six
months ended September 30, 2016.

163
Furthermore, we are also authorized to act as a receiving agent for sovereign gold bond issuances and have listed 458,154
units with a value of ₹ 1,432.8 million as of September 30, 2016. We are also a venue for trading of government securities.

Listing Revenues

Our listing business generates revenues in the form of listing fees (initial and annual), book building fees and processing fees.
Companies that list their securities on our exchange pay one-time initial listing fees, book building fees and processing at the
time of listing. The initial listing fee is determined based on the paid-up capital of the issuer, while book building and
processing fees are determined based on the size of a company’s proposed securities offering. In addition, companies pay an
annual listing fee in an amount determined based on total paid up share, bond or debenture capital.

Our revenue from listing services (comprising listing fees and book building fees) was ₹ 376.5 million, ₹ 376.2 million, ₹
386.9 million, ₹ 512.1 million, ₹ 588.6 million and ₹ 377.8 million for fiscal 2012, 2013, 2014, 2015 and 2016 and the six
months ended September 30, 2016, respectively. Our processing fees were ₹ 124.6 million, ₹ 57.8 million, ₹ 67.0 million, ₹
131.5 million, ₹ 215.2 million and ₹ 127.2 million for fiscal 2012, 2013, 2014, 2015 and 2016 and the six months ended
September 30, 2016, respectively.

Mutual Funds

Units in close-ended mutual fund schemes are listed and traded on a separate market within our cash market category.

Members of our exchange access our mutual fund market to subscribe or redeem units of a mutual fund scheme through our
Mutual Fund Service System, or MFSS, which was launched in 2009.

Subsequently we launched NMF II, our web-based reporting and trading platform for transactions in mutual fund units, which
is accessible by non-member mutual fund distributors and independent financial advisors. NMF II operates using software
developed by and licensed from a subsidiary of our associate company, CAMS, which also serves as registrar and transfer
agent and provides back-office support for NMF II. As of September 30, 2016, there were 9,579 schemes from 34 mutual
funds listed on our NMF II platform. Furthermore, we had 1,876 mutual fund distributors such as independent financial
advisers on NMF II, as of September 30, 2016.

Trading

Our exchange is organized into two markets for trading: our cash market for the listing and trading of equities and fixed
income securities and our derivatives market.

Cash Market

We are the leading exchange in India and the fourth ranked exchange in the world by equity trading volume in 2015,
according to WFE. In fiscal 2012, 2013, 2014, 2015 and 2016 and the six months ended September 30, 2016, the total
turnover in our cash market was ₹ 28,108,931.9 million, ₹ 27,082,810.6 million, ₹ 28,084,884.1 million, ₹ 43,296,549.7
million, ₹ 42,369,828.4 million and ₹ 24,174,891.6 million, respectively, and the average daily turnover on our cash market
was ₹ 112,887.3 million, ₹ 108,331.2 million, ₹ 111,892.0 million, ₹ 178,175.1 million, ₹ 171,537.8 million and ₹ 194,958.8
million, respectively

Details regarding our total turnover and average daily turnover in our cash markets are set forth below.
Six Months Ended Year Ended March 31,
September 30,
2016 2016 2015 2014 2013 2012
Total ADTV Total ADTV Total ADTV Total ADTV Total ADTV Total ADTV
Turnover Turnover Turnover Turnover Turnover Turnover
(₹ in millions)
Cash
Market
Equity and 24,150,809.0 194,764.6 42,340,755.3 171,420.1 43,274,373.8 178,083.8 28,067,628.1 111,823.2 27,064,064.6 108,256.3 28,064,670.8 112,709.5
Equity-
Linked
Securities
Fixed 24,082.6 194.2 29,073.1 117.7 22,175.9 91.3 17,256.0 68.7 18,746.0 75.0 44,261.1 177.8
Income
Total 24,174,891.6 194,958.8 42,369,828.4 171,537.8 43,296,549.7 178,175.1 28,084,884.0 111,892.0 27,082,810.6 108,331.2 28,108,931.9 112,887.3

Equities and Equity-Linked Securities

Equity and equity-linked products available for trading in our cash market include stocks, IDRs, ETFs (including those
benchmarked to our NIFTY indices) and units of closed-ended mutual fund schemes, all of which are listed on our main
board, as well as shares in SMEs listed on EMERGE and Emerge ITP. We had leading market shares by total turnover of
85% in equity cash trading and 77% in ETFs trading among Indian stock exchanges in fiscal 2016, according to the Oliver

164
Wyman Report. As of September 30, 2016, there were 1,822 stocks and IDRs, 47 ETFs (based on equity, gold, debt, and
world indices), and 29 close-ended mutual fund schemes listed for trading on our exchange and 37 companies listed on
EMERGE and EMERGE ITP. The market capitalization of the companies whose equity securities traded on our cash market
was ₹ 93,104,714.7 million and ₹ 108,660,631.3 million as of March 31, 2016 and September 30, 2016, respectively,
compared to ₹ 60,965,175.5 million as of March 31, 2012. Our ETF listings include 2 ETFs that track international markets.

Fixed Income

We were the first exchange in India to offer a formal screen-based trading facility for the debt market in 1994. We have a
market share by total turnover of 80% in corporate bonds trading among Indian stock exchanges in fiscal 2016, according to
the Oliver Wyman Report. We offer trading in publicly offered and privately placed debt securities and debt securities issued
by the GoI.

Securities Lending and Borrowing Services

As a SEBI-approved intermediary, NSCCL offers securities lending and borrowing through an anonymous order matching
platform. Liquid securities that are available for trading in our equity derivatives market and qualifying index ETFs are
available for lending and borrowing. All of our trading and clearing members are eligible to participate in securities lending
and borrowing, subject to the fulfillment of eligibility criteria that NSCCL may specify from time to time.

Derivatives

Our derivatives market is the largest in India by volume and turnover, based on annual reports of SEBI, with 1,016.3 million
contracts traded with a total value of ₹ 443,101,911.7 million for the six months ended September 30, 2016. In fiscal 2012,
2013, 2014, 2015 and 2016, the total turnover on our derivatives market was ₹ 360,247,217.4 million, ₹ 368,074,687.4
million, ₹ 422,540,944.8 million, ₹ 590,519,194.0 million and ₹ 698,541,444.3 million, respectively. In fiscal 2016 and the
six months ended September 30, 2016, we averaged 11.4 million and 8.3 million contracts daily in our derivatives market,
respectively.

Details regarding our total turnover and average daily turnover in our derivatives markets are set forth below.
Six months ended Year ended March 31,
September 30,
2016 2016 2015 2014 2013 2012
Total ADT Total Turnover ADT Total ADT Total ADT Total ADT Total ADT
Turnover Turnover Turnover Turnover Turnover
(₹ in millions)
Derivatives
Equity
Stock Futures 52,526,550.1 423,601.2 78,286,060.0 316,947.6 82,917,662.5 341,224.9 49,492,817.5 197,182.5 42,238,719.3 169,633.4 40,746,707.2 163,641.4
Stock 28,034,169.5 226,082.0 34,881,738.4 141,221.6 32,825,520.9 135,084.4 24,094,885.6 95,995.6 20,004,272.5 80,338.4 9,770,311.3 39,238.2
Options
(Notional)
Index Futures 22,200,756.0 179,038.4 45,571,136.1 184,498.5 41,072,152.0 169,021.2 30,831,032.7 122,832.8 25,271,306.7 101,491.2 35,779,983.7 143,694.7
Index 315,043,840.9 2,540,676.1 489,519,305.8 1,981,859.5 399,226,634.7 1,642,908.0 277,673,413.2 1,106,268.6 227,815,741.9 914,922.7 227,200,316.2 912,451.1
Options
(Notional)
Volatility * * 102.5 0.4 22,564.5 92.9 21,932.3 953.6 - - - -
Futures
417,805,316.5 3,369,397.7 648,258,342.8 2,624,527.6 556,064,534.6 2,288,331.4 382,114,081.3 1,523,233.1 315,330,040.4 1,266,385.70 313,497,318.4 1,259,025.4
Currency
Futures 12,884,419.3 106,482.8 27,493,329.6 113,608.8 22,479,923.4 94,453.5 29,408,859.2 120,528.1 37,651,053.8 154,942.6 33,784,889.2 140,770.4
Options 11,086,928.8 91,627.5 17,525,526.2 72,419.5 7,759,153.2 32,601.5 10,716,275.4 43,919.2 15,093,593.2 62,113.6 12,965,009.8 54,020.9
23,971,348.1 198,110.3 45,018,855.8 186,028.3 30,239,076.6 127,055.0 40,125,134.6 164,447.3 52,744,647.0 217,056.2 46,749,899.0 194,791.3
Interest Rate
Interest Rate 1,325,247.1 10,952.5 5,264,245.7 21,753.1 4,215,582.8 17,712.5 301,728.9 6,559.3 - - - -
Futures(1)
Total 443,101,911.7 3,578,460.5 698,541,444.3 2,832,309.0 590,519,194.0 2,433,098.9 422,540,944.8 1,694,239.7 368,074,687.4 1,483,441.9 360,247,217.4 1,453,816.7
Notes:

* Amount insignificant.

(1) Amounts relate to NSE Bond Futures II, or NBF II.

Equity Derivatives. We had a leading market share by total turnover of 94% in equity derivatives trading in India for fiscal
2016, according to the Oliver Wyman Report. The following types of equity derivative products are listed for trading on our
exchange:

 Stock future & options. Stock futures and options account for 17.5% of equity derivative trading turnover in fiscal
2016. In 2015, we ranked second among exchanges globally in terms of single stock future contracts trading volume,
according to WFE.

Future contracts were available on 179 securities listed on our exchange as of September 30, 2016. Average daily
turnover of stock futures was ₹ 316,947.6 million and ₹ 423,601.2 million for fiscal 2016 and the six months ended
September 30, 2016, respectively, compared to ₹ 163,641.4 million in fiscal 2012. Option contracts were available

165
 on 179 securities listed on our exchange as of September 30, 2016. Average daily turnover of stock options was ₹
141,221.6 million and ₹ 226,082.0 million for fiscal 2016 and the six months ended September 30, 2016,
respectively, compared to ₹ 39,238.2 million in fiscal 2012.

Based on existing SEBI guidelines, we select stocks for new future and option contracts from among the top 500
stocks listed on our exchange in terms of average daily market capitalization and average daily turnover in the last
six months. We refrain from introducing options on any stock whose price may be affected by trades of relatively
small order sizes.

 Index futures & options. Index derivatives were available on 10 indices as of September 30, 2016, including six
NIFTY indices, namely NIFTY 50, NIFTY IT, NIFTY Bank, NIFTY Mid-Cap 50, NIFTY PSE and NIFTY
Infrastructure. Among global exchanges in 2015, we ranked first in stock index options trading volume and sixth in
stock index futures trading volume, according to WFE. The average daily turnover for index derivatives was ₹
2,166,358.1 million and ₹ 2,719,714.5 million in fiscal 2016 and the six months ended September 30, 2016,
respectively, compared to ₹ 1,056,145.8 million in fiscal 2012 and accounted for 82.5% of our total equity
derivatives turnover in fiscal 2016.

Pursuant to our cross-listing and licensing arrangements with the Chicago Mercantile Exchange and FTSE
International Limited, as applicable, Rupee-denominated futures and options benchmarked to the S&P 500®, the
Dow Jones Industrial Average™ and the FTSE 100 index are also listed for trading on our exchange. Our non-
NIFTY index derivatives trading turnover increased to ₹ 77,604,283.4 million in fiscal 2016 and ₹ 111,933,910.1
million in the six months ended September 30, 2016 from ₹ 6,980,172.2 million in fiscal 2012. Under our various
cross listing and license agreements, NIFTY indices also serve as benchmarks for index derivatives listed on
international exchanges. See “– Index, Data & Technology – Index Services – Index Licensing”.

 Volatility futures. We operate a volatility index, the India VIX, to offer an instrument to hedge against market
volatility. This product is targeted at equity investors and mutual funds seeking to hedge and diversify their equity
portfolios and options traders seeking to hedge risk or take exposure on volatility.

 Currency Derivatives. We introduced trading in exchange-traded currency derivative contracts in 2008 in response
to demand for instruments to hedge against foreign exchange risk. We ranked first among exchanges globally in
terms of currency option trading volume and second in terms of currency future contracts trading volume, according
to WFE. As of September 30, 2016, currency futures were available on our exchange for four currency pairs, USD-
INR, EUR-INR, GBP-INR and JPY-INR, and currency options were available on USD-INR. Our most actively
traded currency pair in fiscal 2016 was the USD-INR pair, which accounted for 94.5% of all currency derivatives
traded on our exchange for the year.

Our average daily turnover in currency futures was ₹ 113,608.8 million and ₹ 106,482.8 million in fiscal 2016 and
the six months ended September 30, 2016, respectively, compared to ₹ 140,770.4 million in fiscal 2012. We had
market shares of 65.2% and 56.1% for currency options and futures traded in India, respectively, in fiscal 2016 based
on turnover, according to the Oliver Wyman Report. Our average daily turnover in currency options was ₹ 72,419.5
million and ₹ 91,627.5 million in fiscal 2016 and the six months ended September 30, 2016, respectively, compared
to ₹ 54,020.9 million in fiscal 2012. Currency futures and options represented 6.4% of total derivatives turnover on
our exchange in fiscal 2016.

 Interest rate futures. We have offered trading in interest rate futures since 2014. Our customers primarily use interest
rate futures to hedge against interest rate risk. We offer NSE Bond Futures II, or NBF II, contracts on the 6-year, 10-
year and 13-year GoI bonds and 91-Day Treasury Bill, or 91DTB, futures on notional 91-day GoI Treasury bills.
Our average daily turnover in interest rate futures was ₹ 21,753.1 million and ₹ 10,952.5 million in fiscal 2016 and
the six months ended September 30, 2016, respectively, compared to ₹ 6,559.3 million in fiscal 2014. We had a 79%
market share for interest rate derivatives traded in India in fiscal 2016 based on turnover, according to the Oliver
Wyman Report.

Transaction Charges

Our members pay fees to trade on our exchange, which we account for as transaction charges. Transaction charges vary by
type of product and are set according to a tiered fee structure based on turnover or value. Further details regarding our current
fee structure for cash market and derivatives products as of September 30, 2016 are set forth below.

Cash Market Slab wise charges based on turnover, ranging from ₹ 300-325 per ₹ 10 million of traded value
Non-Currency Derivatives
Futures Slab wise charges based on turnover, with base charges of 0.002%
Options Base charges of ₹ 5,000 per ₹ 10 million of premium value
Currency Derivatives
Futures Slab wise charges based on turnover, with base charges of 0.001%

166
 Options Base charges of ₹ 4,000 per ₹ 10 million of premium value

In fiscal 2012, 2013, 2014, 2015 and 2016 and the six months ended September 30, 2016, our revenue from transaction
charges was ₹ 7,646.9 million, ₹ 7,236.3 million, ₹ 8,257.2 million, ₹ 10,752.1 million, ₹ 11,675.6 million and ₹6,535.3
million, respectively, representing 56.2%, 56.5%, 60.6%, 62.2%, 62.7% and 63.2% of our revenue from operations,
respectively. Further details regarding our revenue from transaction charges are set forth below.

Six Months Year Ended March 31,

Ended
September 30,
2016 2016 2015 2014 2013 2012
Rev % of Rev % of Rev % of Rev % of Rev % of Rev % of
Rev Rev Rev Rev Rev Rev
(₹ in millions)
Cash
Market
Equity/equit 1,517.8 11.3 2,673.9 11.3 2,703.8 11.8 1,753.5 9.1 1,705.3 9.4 1,753.5 9.7
y linked
Fixed 0.5 0.0 0.6 0.0 0.7 0.0 0.7 0.0 0.4 0.0 - -
Income
Derivatives
Non- 4,771.3 35.5 8,441.3 35.8 7,530.9 32.9 5,788.1 30.1 4,622.8 25.5 5,463.1 30.3
currency
Currency 245.6 1.8 559.8 2.4 516.7 2.3 714.9 3.7 907.8 5.0 430.3 2.4
Total 6,535.3 48.6 11,675.7 49.5 10,752.1 46.9 8,257.2 43.0 7,236.4 39.9 7,646.9 42.5

Membership

Membership is required in order to trade on our exchange. We refer to our members as “trading members”. We had 1,415
total trading members as of September 30, 2016, most of whom have membership in more than one market of our exchange.
Further details regarding our membership are set forth in the table below.

Six Months Ended Year Ended March 31,

September 30,
2016 2016 2015 2014 2013 2012
Total Individual 1,415 1,416 1,411 1,415 1,408 1,402
Memberships
Cash Market 1,325 1,327 1,328 1,337 1,352 1,348
Derivatives
Equity 1,224 1,223 1,225 1,219 1,230 1,228
Currency and 1,021 1,020 985 969 949 905
Interest Rate

We offer several types and categories of membership for each of our markets based on whether trading will primarily be on a
proprietary basis or for clients and whether the trading member intends to engage in clearing. Trading members that intend to
clear their trades, whether on their own account or the accounts of their clients, and/or the trades of other trading members
must also become members of our clearing corporation and wholly-owned Subsidiary, NSCCL. We refer to members of
NSCCL as “clearing members”.

Prospective members must fulfill the eligibility criteria set by the SEBI and our own requirements, which vary depending on
the type of trading membership the prospective member is seeking and the market(s) on which the prospective member
intends to trade. These requirements include minimum net worth standards and certain criteria related to the operating history
of the prospective member.

Trading Platforms

Our members trade on our exchange through traditional trading terminals and our internet browser-based and mobile
platforms. We also offer direct market access terminals, co-location facilities and other more advanced trading technologies
for our sophisticated trading members. We generate revenues from leasing rack space for co-located servers and connectivity
charges related to high-frequency trading through co-location facilities. We refer to these revenues as data center charges,
which totalled ₹ 379.5 million, ₹ 426.2 million, ₹ 431.9 million, ₹ 564.5 million, ₹ 708.4 million and ₹ 378.2 million in fiscal
2012, 2013, 2014, 2015, 2016 and the six months ended September 30, 2016. See “— Our Technology” on page 172 for
details about our trading platforms and technology. See also “Risk Factors – Internal Risks – SEBI has initiated an
examination and has directed our Company to also conduct an independent forensic examination by an external agency, into
the co-location facilities of our Company and has also directed our Company to deposit the revenue generated from co-
location in a separate bank account. Any adverse SEBI directive on this matter may materially and adversely affect our co-

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location business, results of operations, business and reputation” on pages 21 to 23.

Post-Trade

Our wholly-owned Subsidiary, National Securities Clearing Corporation Limited, or NSCCL, is responsible for clearing and
settlement of all trades executed on our exchange and deposit and collateral management and risk management functions.
NSCCL was the first clearing corporation to be established in India, according to the Oliver Wyman Report, and we
introduced settlement guarantee before it became a regulatory requirement. NSCCL has maintained a credit rating of “AAA”
from CRISIL since 2008.

Clearing & Settlement

NSCCL provides clearing and settlement services for all of the cash and derivative products listed on our exchange and
derives revenue from clearing and settlement charges paid by our Company. These clearing and settlement charges are
included in the transaction charges that our Company assesses on each trade on our exchange. NSCCL’s revenue, being the
amounts paid by our Company to NSCCL for rendering clearing and settlement services, amounted to ₹ 1,157.7 million, ₹
725.9 million, ₹ 756.3 million, ₹ 911.8 million, ₹ 983.5 million, ₹ 493.2 million in fiscal 2012, 2013, 2014, 2015 and 2016
and the six months ended September 30, 2016, respectively.

NSCCL and, through our contributions to the Core Settlement Guarantee Fund, our Company, assumes the credit risk of each
party to the trade, which is the risk that a clearing member defaults on its obligations in respect of the trade.

Risk and Collateral Management

We have a multi-tiered risk management system, which is constantly upgraded to pre-empt market failures. Our risk
containment measures include capital adequacy requirements for members, monitoring member performance and track
record, stringent margin requirements, online monitoring of member positions and automatic disablement from trading when
limits are breached.

Our Risk Assessment & Review Committee reviews our risk management policies for consistency with the Principles for
Financial Market Infrastructure issued by the Committee on Payments and Market Infrastructure and the IOSCO.

Our primary risk and collateral management tools comprise the following:

Online Position Monitoring and Margining System. Clearing members are required to meet our initial margin and exposure
margin requirements. Our risk-management system operates online and on an intra-day basis to set and update margin
requirements for members and monitor our risk management functions. Initial margins requirement for our cash market are
determined using a value at risk methodology which is computed based on the assessed volatility of individual securities in
members’ portfolios. Initial margin requirements for our derivatives market are determined by our risk-management system,
which utilizes Standard Portfolio Analysis of Risk, or SPAN®, software that we license from the Chicago Mercantile
Exchange. SPAN® computes a margin requirement for each clearing member based on the member’s overall portfolio and
the largest loss that the portfolio might reasonably suffer in a single trading day based on probable changes in underlying
prices and volatility. The system is capable of recognizing unique exposures that our members may take, such as extremely
deep out-of-the-money short positions, inter-month risk and inter-commodity risk. NSCCL also levies premiums and
assignment margins for options positions according to the SEBI-specified margining framework.

Collateral Requirements. Clearing members deposit collateral toward margin requirements in the form of liquid assets (cash
and cash equivalents and non-cash equivalents) sufficient to cover the clearing member’s mark-to-market losses on
outstanding settlement obligations, value at risk margins, extreme loss margins and any special margins imposed by us on a
case-by-case basis. Members can manage their collateral on a real-time basis online through our web-based portal called
Connect2NSE. We are able to use the collateral submitted by clearing members in situations in which clearing members fail
to honor their obligations in a trade.

We impose concentration limits on the types of collateral that members deposit in addition to limits stipulated by the SEBI. In
particular, at least 50% of a clearing member’s deposited collateral must be in cash or cash equivalents. Collateral is
evaluated daily and haircuts are applied to account for increased exposure. We also prescribe limits on the total amount of a
single type of collateral that NSCCL can hold from all members.

Stress Tests. We conduct daily liquidity stress tests to confirm that we are maintaining sufficient liquid resources. NSCCL
also has lines of credit with commercial banks in excess of its average daily funds pay-in to as a redundancy measure.

Core Settlement Guarantee Fund. NSCCL maintains a core settlement guarantee fund for each of our markets in accordance
with SEBI regulations. The fund’s purpose is to help ensure that NSCCL has sufficient assets to fulfil its settlement
obligations in the event of defaults by our clearing members. The value of our Core Settlement Guarantee Fund has increased
each year since its establishment in December 2014, as set forth below.

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 As of September 30, As of March 31, As of March 31,
2016 2016 2015
(₹ in millions)
Core Settlement Guarantee 15,577.0 9,973.0 6,754.7
Fund balance

Index, Data & Technology

Index Services

We own and manage indices under our NIFTY (formerly CNX NIFTY) brand through our wholly-owned Subsidiary, India
Index Services and Products Limited, or IISL. Our equity indices are based on products traded on our exchange and are
organized into five categories: broad market indices, sectoral indices, thematic indices, fixed income and strategic indices.
We had 57 and 67 NIFTY indices as of March 31, 2016 and September 30, 2016, respectively, compared to 30 indices as of
March 31, 2012. NIFTY indices served as the benchmark index for 38 ETFs listed in India and 12 ETFs listed abroad as of
September 30, 2016

Our flagship index is the NIFTY 50, a 50-stock index that includes diversified stocks across all major sectors of the Indian
economy. The current index represented approximately 63.5% of the free float market capitalization of the stocks listed on
our exchange and 44.9% of the total traded value of all stocks on our exchange as of September 30, 2016. The index is
computed using a free float market capitalization methodology in real-time daily and rebalanced semi-annually.

Our other key indices include the NIFTY Bank, NIFTY Next 50 and the NIFTY IT. The NIFTY Bank represents the 12
leading banking sector stocks that trade on our exchange using our own free float market capitalization methodology. The
NIFTY NEXT 50 is a broad market index that is derived from our NIFTY 100 Index. The NIFTY 100 represents the top 100
companies on our exchange based on market capitalization, and the NIFTY NEXT 50 represents the 50 companies in the
NIFTY 100 after excluding companies represented by the NIFTY 50. The NIFTY NEXT 50 index represented approximately
12.6% of the free float market capitalization of the stocks listed on our exchange and 14.7% of the total traded value of all
stocks on our exchange as of and for six months ended September 30, 2016. The NIFTY IT represents 10 companies that
derive the majority of their revenues from activities in the IT sector. We also maintain the NIFTY Midcap 150 and NIFTY
Smallcap 250 indices for financial market participants tracking the performance of mid- and small market capitalization
companies on our exchange. Most recently, in May 2016, we introduced NIFTY Bank weekly options, which accounted for
68.2% of our total trading volume for NIFTY Bank options for the six months ended September 30, 2016.

Our total revenue from index offerings was ₹ 114.1 million, ₹ 134.6 million, ₹ 203.9 million, ₹ 402.5 million, ₹ 640.2 million
and ₹ 345.3 million for fiscal 2012, 2013, 2014, 2015 and 2016 and the six months ended September 30, 2016.

Index Licensing

We license our NIFTY indices to stock exchanges, financial institutions, asset managers, brokers, investors, foreign stock
exchanges and other enterprises that monitor the equity capital markets. Our index licensing customers use our indices for
purposes such as benchmarking of fund portfolios and developing Index funds, ETFs, structured products, annuities and other
insurance products and guaranteed funds. Our equity and fixed income indices have been recognized as compliant with the
principles of the IOSCO for financial benchmarks.

Products benchmarked to NIFTY indices were available for trading on four international stock exchanges pursuant to cross-
listing arrangements and license agreements as of September 30, 2016. As of September 30, 2016, U.S. dollar-denominated
index futures linked to our NIFTY 50, NIFTY Bank, NIFTY IT, NIFTY CPSE and NIFTY Midcap 50 indices and options on
the NIFTY 50 were listed on the Singapore Exchange, which was our largest index licensing customer in fiscal 2014, 2015
and 2016 and the six months ended September 30, 2016. Index futures linked to our NIFTY 50 denominated in U.S. dollars,
New Taiwan dollars and Japanese yen are listed on the Chicago Mercantile Exchange, the TAIFEX and the Osaka Exchange,
respectively. We have also entered into an arrangement with the LSE for future cross-listing opportunities.

Our revenue from index license fees outside India contributed 71.8%, 69.5%, 75.3%, 85.6%, 89.1% and 89.0% of our
consolidated revenues from licensing services for fiscal 2012, 2013, 2014, 2015 and 2016 and the six months ended
September 30, 2016, respectively. In fiscal 2016, 82.5% of our index license fees outside India were from exchange
customers, of which 98.7% was from our top index licensing customer.

Index Data Subscription

We sell data products based on our NIFTY indices on a subscription basis. Our index data is used in asset allocation strategies
and portfolio construction as well as for performance analysis, risk monitoring and quantitative research. Our index
constituent data includes company names, identifiers, market capitalization, weights, prices and style scores.

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Customized Indices & Other Index Services

We develop and maintain customized indices based on specifications provided by our customers. Customized indices can be
freshly constructed according to a customer’s requirements or based on our existing NIFTY indices can be modified to suit a
customer’s needs. We also assist international stock exchanges to create and maintain indices and offer index research
products.

The Association of Mutual Funds in India has authorized IISL to establish and maintain the official list of industry
classifications for Indian listed companies, which is used in disclosure requirements followed by the Indian mutual fund
industry. IISL’s industry classifications are organized into four tiers, ranging from macroeconomic to industry-specific levels.

Data Feed Services

Data Feed

DotEx distributes trading data sourced from our exchange through our online data feed service and data subscription
packages. Data feed products are available for our cash market and derivatives market. Our data products comprise real-time,
snapshot, historical (end-of-day) and corporate data. In fiscal 2016, real-time data sales accounted for 87.4% of our revenue
from online data feed services. Real-time data is available in four levels of granularity: best bid-ask, top five and top 20 bid-
asks and tick-by-tick. Data products are available through NOW, a licensed web-based and mobile trading platform, and
through data subscription packages. Our customers include data aggregators and redistributors, researchers, asset
management companies, algorithmic trading developers and media and software companies. Our revenue from data feed
services was ₹ 283.4 million, ₹ 278.2 million, ₹ 368.6 million, ₹ 470.6 million, ₹ 592.1 million and ₹ 355.6 million for fiscal
2012, 2013, 2014, 2015 and 2016 and the six months ended September 30, 2016, respectively.

KRA

DotEx is a registered Know-Your-Client (KYC) Registration Agency, or KRA, under SEBI regulations. The SEBI requires
SEBI-registered financial intermediaries in India to comply its uniform KYC requirements for the securities market. As a
KRA, DotEx provides centralized storage and digitization services for these intermediaries. As of September 30, 2016, 1.4
million records were stored with DotEx.

DotEx was also selected by CERSAI as the managed service provider for CERSAI’s central KYC registry, which was
launched in July 2016 and provides centralized storage and digitization of “know-your-client”, or KYC, records in the
securities market. The online registry will allow financial institutions in India to access KYC records from other institutions,
which is intended to reduce the need for investors and consumers to repeat the KYC process.

Commercial Technology

We offer technology consultancy and development services for the financial services industry through our wholly-owned
Subsidiary, NSEIT. The business focuses primarily on the Indian market. NSEIT’s offerings comprise assessment services,
application services, infrastructure management, Integrated Security Response Centre, or ISRC, Testing Centre of Excellence,
or Testing CoE, and data analytics. Our revenue from our commercial technology business, reflected in our consolidated
Restated Financial Information as revenue from technology services, was ₹ 843.8 million, ₹ 681.1 million, ₹ 698.9 million, ₹
766.5 million, ₹ 894.6 million and ₹ 513.4 million for fiscal 2012, 2013, 2014, 2015 and 2016 and the six months ended
September 30, 2016, respectively.

Our assessment services business provides online examination services used in governmental, corporate and educational
testing performance evaluations such as entrance, recruitment and certification exams and employee performance
assessments. Our in-house built online assessment software platform includes our cloud-based, customizable registration
portal, test engine, candidate helpdesk, scheduling tool and results processing, reporting and analytics. We administer
examinations through our own test centers located across India and on-site on client premises.

Application services focus on digital transformation, mobile, analytics, cloud and user experience solutions focused on the
exchange, banking and financial services and insurance sectors. Infrastructure management includes cloud core infrastructure
solutions, disaster recovery, business process monitoring, cloud transformation, outsourcing and performance engineering
monitoring and management. ISRC is an end-to-end integrated security services platform comprising of individual cyber
security offerings. Testing CoE provides a range of testing and training services for the corporate environment. Our data
analytics service provides insight into business performance through analytics-, software- and platform-as-a-service models.

Other Businesses

Financial Education

Our educational programs business is administered by our wholly-owned Subsidiary, NSE Academy Limited, or NSE

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Academy, and offers programs in various aspects of banking, financial services, financial markets and financial literacy.

Our NSE Academy Certification in Financial Markets, or NCFM, program is an online testing and certification program that
tests the practical knowledge and skills required to operate in the financial markets. The NCFM program operates on our
intranet and is administered through our designated test centers located in various locations across India.

NSE Academy also offers two short-term courses: the NSE Academy’s Certified Capital Market Professional (NCCMP)
Program and the online NCCMP Program (E-NCCMP). NCCMP is a partnership program with colleges and institutes across
India that offers 100-hour programs across 3 to 4 months covering theoretical and practical training in subjects related to
capital markets. Successful candidates receive joint certificates from NSE Academy and their educational institutions. The E-
NCCMP offers a similar course through an e-learning platform developed by our program partner.

Investments

National Commodity & Derivatives Exchange Limited (NCDEX)

We own a 15.0% outstanding equity interest in the NCDEX, a professionally-managed online commodity exchange, together
with the Life Insurance Corporation of India, the National Bank for Agriculture and Rural Development and 10 other Indian
and foreign partners. NCDEX offers trading in agricultural commodities, bullion commodities and metals.

Power Exchange India Limited (PXIL)

We own a 31.0% outstanding equity interest in PXIL, an exclusive exchange focused on India’s power market, together with
NCDEX, Gujarat Urja Vikas Nigam Limited, Power Finance Corporation Limited, GMR Energy Limited, JSW Energy
Limited, WB State Electricity Distribution Company Limited, MP Power Management Company Limited and Tata Power
Trading Company Limited. PXIL provides an electronic trading platform for India-focused electricity futures. Participants in
PXIL include electricity traders, inter-state generating stations, power distribution licensees and independent power
producers. We have recently advised PXIL to consider taking immediate steps to close down its business as early as possible
and in any event not later than February 28, 2017, since PXIL has been incurring heavy cash losses. For further details, see
“Our Group Companies – Group Companies with negative net worth” and “Our Group Companies - Loss making Group
Companies” beginning on page 208 and 211, respectively.

Receivables Exchange of India Limited (RXIL)

We own a 30.0% outstanding equity interest in Receivables Exchange of India Limited, or RXIL, a proposed trade
receivables exchange, together with the Small Industries Development Bank of India. In December 2016, RXIL received
approval from the RBI to launch its operations.

Computer Age Management Services Private Limited (CAMS)

We own a 45.0% outstanding equity interest in Computer Age or CAMS, a back-end services provider that specializes in
servicing alternative investment funds and private equity firms. CAMS provides two categories of services focusing on
investors and fund accounting.

Investor services include pre- and post-sale services such as data processing and validation, KYC processing, unit issuances,
draw downs and transfers, (corporate services such as computation of yield, distribution, interest and maturity, web-based
support services, information collection and reporting and online and call center interaction management.

Fund accounting services include fund account processing, such as computation of fees, expenses and distributions, deal and
contact management, portfolio investment management, fund performance analysis, book keeping and management
information system services, including report generation.

Market Simplified India Limited (Market Simplified)

We own a 30.0% outstanding equity interest in Market Simplified India Limited, or Market Simplified, a mobile solutions
provider for the financial services industry. Market Simplified offers mobile platforms for trading, banking, wealth
management and insurance.

National Securities Depository Limited (NSDL)

We own a 25.1% outstanding equity interest in the National Securities Depository Limited, or NSDL, which we established in
1996 together with the Industrial Development Bank of India and the Unit Trust of India. NSDL is a depository for securities
listed on Indian exchanges that are held and settled in dematerialized form.

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NSDL E-Governance Infrastructure Limited (NSDL e-Governance)

We own a 25.1% outstanding equity interest in NSDL e-Governance Infrastructure Limited. Our partners include the
Industrial Development Bank of India, the Unit Trust of India and 10 domestic and international financial institutions. NSDL
e-Governance designs, manages and implements technology solutions for governance and administration. In addition to e-
governance solutions, NSDL e-Governance provides system integration services, business process re-engineering, solution
architecture, data center co-location, managed services and IT consulting services.

Goods and Services Tax Network (GSTN)

We own a 10.0% outstanding equity interest in GSTN. In August 2016, the Indian Parliament created a comprehensive
national goods and services tax, or GST, regime. GSTN was subsequently established by our Company, the GoI, the states of
the Indian Union, LIC Housing Financing Limited, ICICI Bank Limited, HDFC Limited and HDFC Bank Limited to provide
IT infrastructure and services to the Central and State Governments, tax payers and other stakeholders concerning
implementation of the GST.

BFSI Sector Skill Council of India (BFSI Sector)

We own a 49.0% outstanding equity interest in the BFSI Sector Skill Council of India, together with BSE Limited. BFSI
Sector was registered in 2011 and promotes careers and skills development in the banking and financial services sector.

Our Technology

Trading Technology

We have a pan-India, high-speed network, which supported more than 181,524 terminals, as of September 30, 2016.

Our trading platforms comprise the following:

 National Exchange for Automated Trading (NEAT). NEAT is our screen-based trading system. We also offer our
NEAT Plus package that provides members trading in multiple markets on our exchange with a unified trading
interface. We are able to maintain a high uptime record and low latency levels for trade orders from terminals due to
NEAT’s scalability, which allows us to add additional hardware on-demand to support higher trading volume. We
also conduct periodic testing and capacity enhancements as the number of NEAT users and trading loads increase.
Trading data on NEAT is released almost instantaneously to all trading members on NEAT.

 NEAT-on-Web (NOW). NOW is licensed trading software that offers direct connectivity to our exchange for trade
execution and data feeds through trading terminals, web-based browsers and mobile devices. NOW supports trading
in all of the products on our cash and derivatives markets, as well as mutual fund units on our exchange and trading
on other exchanges. Our members are able to access smart order routing, historical and real-time intra-day charting
and other user friendly tools. In addition to its trading desk features, NOW has a built-in risk management system
and allows access to our suite of data feed products. Trading on NOW accounted for 8.3% of cash market trading
volume, 7.8% of equity derivative trading volume and 32.3% of currency derivative trading volume for the six
months ended September 30, 2016.

 Non-NEAT Front End Platform. We offer customizable trading platforms that are customizable to the requirements
of our individual trading members. Non-NEAT front-ends are through our computer-to-computer link, or CTCL,
scheme. CTCL permits members to use their own trading software and hardware for trading on our exchange.
Examples of customizable features that are available through Non-NEAT front-ends include online trade analysis,
additional risk management tools and integrated back-office operations. Non-NEAT front-ends also facilitate non-
NOW internet-based trading, direct market access, algorithmic trading, security trading through wireless technology
and smart order routing.

 EMERGE and EMERGE-ITP. Our two platforms for the listing and trading of SME stocks. See “– Listings –
SMEs”.

 MFSS and NMF II. MFSS is our mutual fund order collection system and NMF-II is our web-based mutual fund
trading platform. See “– Listings – Mutual Funds”.

We developed our own connectivity software, Trading Access Point, to support messaging and data services on our
platforms.

For our institutional clients and other sophisticated traders, we provide support for algorithmic trading through our co-
location facilities, consisting of rented rack space for servers inside our exchange premises. Our real time tick-by-tick, or
TBT, data feed was disseminated only in TCP-IP format until April 2014, when the alternative Multicast TBT, or MTBT,

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system was introduced and both systems of data feeds were provided to members in parallel. With effect from November 30,
2016, TCP-IP based TBT data broadcast has been discontinued and only MTBT data broadcast is provided. Our IT service
management system that provides co-location hosting services for high-frequency trading conforms to the IT Service
Management System Standard ISO/IEC 20000-1:2011. We also offer our institutional clients direct market access through
trading terminals with direct connectivity to our exchange. Direct market access utilizes computer-to-computer link
technology and offers faster and automated execution of orders, which contributes to reduced impact costs for large trade
orders, fewer errors associated with manual order entry and improved record keeping.

Risk Management & Security Technology

Our electronic systems deploy real-time hardware and software monitoring and analytics with self-correction capability,
predictive behavior technology and to detect known failure points and unexpected events. Our systems have processed an
average of approximately 743 million messages per day for the six months ended September 30, 2016.

We have an experienced team of IT professionals, supported by select third-party IT vendors, to operate and support our
infrastructure and software and create and implement new technologies. Our security operations center in Mumbai monitors,
responds to and logs suspicious security events on a real-time basis.

To avoid system outages or disruptions, we ensure that our systems have built in redundancy and excess capacity at all times,
implemented regular testing protocols and adopted continuous obsolescence planning to keep our hardware and systems
updated. For example, our current systems utilize in-memory databases, ultra-fast messaging technology and field-
programmable gate array integrated circuits. We maintain a disaster recovery framework comprising automated response
processes and personnel training programs. We have a primary disaster recovery data center in south India and supplemental
near-site data recovery center in Mumbai, which coordinate their operations with our Mumbai command center in our
headquarters to provide redundancy protection.

To minimize cyber security threats, we have implemented a security framework to prevent and detect system intrusions and
implemented internal and external security tools. Access to our servers is regulated by our privilege access management
solution. We have also implemented a database encryption solution platform to prevent unauthorized access to the sensitive
information that we store and transmit regarding our exchange and our trading and clearing members. We rely on tools
licensed from third parties for data leakage prevention, database encryption and information rights management. Our security
framework also includes, among other things, intrusion prevention systems, email gateways, two-tier firewalls, distributed
denial of service and web application firewall technologies and malware and virus containment systems.

Regulatory, Surveillance and Investigation

Regulatory

We discharge regulatory functions to the extent permitted by SEBI. These functions include implementing rules governing
our exchange related to surveillance, member registration, listing, compliance, inspection, enforcement, arbitration and
investor protection, as required under the SECC Regulations. We also implement our own rules to support our regulatory
functions. To encourage good corporate governance, our NSE MORE program rewards our trading members for maintaining
strong governance standards on a continuous basis.

Our regulatory obligations are managed by our regulatory team, which comprised 73 employees as of September 30, 2016.
Our oversight committee and operational committee oversee matters relating to member regulation, inspection, listing and
delisting. We keep detailed records of all our customer and internal complaints lodged against trading members and resulting
sanctions. In order to ensure transparency, we follow a segregation policy in accordance with SEBI requirements, which
includes maintenance of a Chinese wall between our regulatory functions and our other businesses.

Surveillance and Investigation

Our investigation and surveillance department supports the SEBI’s investigation and enforcement functions by monitoring
and reporting trading activity on our exchange for compliance with SEBI regulations. We also enforce our own bye-laws and
rules by conducting our own investigations and enforcement actions.

Our surveillance system provides real-time monitoring, automated alerts of abnormal trading activity and analysis of
surveillance data. As part of our preventive surveillance operations, we also monitor social media traffic and investigate and
verify suspicious content.

We have an anonymous portal and a toll free number to receive tips regarding improper market behavior, such as insider
trading and violations of fair disclosure.

We also support the surveillance initiatives undertaken by the Integrated Surveillance Department of the SEBI by tracking
and reporting unusual and suspicious market movements and maintaining an open information sharing policy.

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Dispute Resolution

We facilitate dispute resolution between investors, members and listed companies through our complaint and dispute
resolution process. Our Investor Services and Arbitration department facilitates complaint registration, related data
processing, arbitration proceedings and implementation of arbitral awards. In fiscal 2016, we resolved 5,132 investor
complaints.

We maintain an Investor Protection Fund to compensate investors in the event of defaults by our members. Our Defaulters’
Committee generally makes investor compensation recommendations when deposits from the defaulting member are less than
the amount of an investor’s claim. The fund is administered through a registered trust and managed by the trustees of the
trust.

Customers

In our listing business, our customers are issuers of securities across industries.

In our trading business, our customers are our members, who we classify as proprietary traders, corporate clients, foreign
institutional investors and retail investors. The table below provides a breakdown of our turnover in each market by member
category for the six months ended September 30, 2016.

Proprietary DIIs FIIs Retail Total

(₹ in million) (Percentage (₹ in million) (Percentage (₹ in million) (Percentage (₹ in million) (Percentage
of Total) of Total) of Total) of Total)
Cash Market 4,374,585.9 18.1 2,184,940.8 9.0 5,062,830.6 20.9 12,552,534.4 51.9 24,174,891.6
Derivatives
Equity 179,357,163.0 42.9 1,626,639.5 0.4 60,146,886.9 14.4 176,674,627.1 42.3 417,805,316.5
Currency 16,482,171.5 68.8 14,514.3 0.1 569,058.6 2.4 6,905,603.7 28.8 23,971,348.1
Interest Rate 756,524.6 57.1 55,455.8 4.2 30,631.7 2.3 482,635.0 36.4 1,325,247.1
Futures(1)
Note:

(1) Amounts relate to NBF II.

Our index customers are primarily international stock exchanges, financial institutions, asset managers, brokers and other
enterprises that monitor India’s equity capital market. Our data feed business customers include data aggregators and
redistributors, researchers, asset management companies, and media and software companies. Our customers in our
commercial technology business include the Insurance Regulatory and Development Authority of India, universities, state
governments and companies in the financial services sector. See “Risk Factors – Internal Risks –We may not be able to
increase our revenues from our non-trading businesses, which are subject to numerous operational risks”.

Marketing & Business Development

Our marketing strategy is designed to attract new issuers and investors to our exchange. We aim to improve product
awareness, promote Indian capital markets, build our brand image and enhance investor confidence and promote investor
education through our marketing initiatives. In support of these aims, we have a dedicated marketing and business
development team of 27 employees as of September 30, 2016, who undertake promotion and outreach activities. Our
marketing efforts include organizing events and seminars and engaging in radio, internet and television advertising. Our
business development efforts are focused on cross-selling, upselling and developing product offerings in our trading and non-
trading business through directed outreach efforts at our existing and prospective trading members and customers in our non-
trading businesses. We have also implemented initiatives targeted at specific groups of issuers and investors. In addition, our
initiatives such as Funancial Quest, Nivesh India, Get Started in the Market and NSE FinWiz are aimed at promoting investor
education and outreach to develop a new generation of investors and issuers.

Competition

Our listing and trading businesses face competition from traditional trading venues in and outside of India. In India, our
primary competitor is BSE, which is a regulated market like ours. We also compete with BSE in respect of trading in mutual
fund units. Our derivatives market primarily competes with international trading venues such as the Singapore Exchange and
the Dubai Gold & Commodities Exchange, which have higher trading volumes, investor participation and open position
limits than Indian stock exchanges. Our derivatives market also competes with non-traditional trading venues, such as
multilateral trading facilities and a wide range of OTC services provided by market makers, banks, brokers, electronic
communications networks and other financial market participants. See “Risk Factors – Internal Risks – We operate in a
competitive industry, and we may not be able to compete successfully”.

Primary sources of competition in our non-trading businesses are as follows:

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 our index business competes with global index providers that maintain indices that track the Indian capital markets
and domestic index providers who have entered alliances with global players. We compete on the basis of brand
recognition and value and bundled product offerings;

 our data feed business competes primarily with BSE for capital market data in India and globally from market
information providers; and

 our commercial technology business faces competition primarily in India from other IT companies such as TCS,
Polaris, Cognizant Technology Solutions India Private Limited and Mastek Limited.

Employees

As of September 30, 2016, we had 1,755 employees, including employees of our wholly-owned Subsidiaries. The following
table provides a breakdown of our employees by department as of September 30, 2016.

Department As of September 30, 2016

Listing and trading 55
Legal and Secretarial 13
Finance and Accounts 23
Marketing and Trade Business Development 27
Member Services and Business Development 28
Regulatory 73
Regional Offices 150
Other 75
Clearing and settlement (NSCCL) 68
Market infrastructure (DotEx) 11
Technology (NSE Infotech) 288
Technology (NSEIT) 928
Financial education (NSE Academy) 16
Total 1,755

We believe that our employees are our most valuable asset and that our success largely depends on our ability to attract, train,
motivate, retain and effectively utilize our skilled professionals. Our attrition rate for full-time employees, which we calculate
based on the number of employees who voluntary cease working, was 13.7% for the fiscal 2016. We believe that we maintain
a good working relationship with our employees and have not experienced any major labor disputes.

We make contributions to a provident fund and provide a superannuation benefit for our employees. We also offer our
employees defined-benefit plans in the form of a gratuity scheme. Benefits under the defined benefit plans are typically based
on years of service and the employee’s level of compensation before retirement. The gratuity scheme covers substantially all
of our full-time employees.

We conduct ongoing training and development for our employees. We offer training in business development areas, such as,
team building, customer relationship management and business presentation skills. Our training programs encourage and
reward employees for innovative proposals that are adopted in our business. For example, we award individuals and teams on
a quarterly basis for innovations in process and technology.

We organize internal campaigns from time to time to encourage innovation and creativity among our employees. We held an
Idea Lab competition to collect ideas for innovations in external or internal products, services and processes from our
employees. The competition provided employees with opportunities for interdepartmental cooperation and employee
development as winning ideas were implemented. We also implemented Project Bijli, a similar competition for ideas focused
on efficiency and waste mitigation instead of product innovation.

In addition to our own employees, we engage additional workers on a contractual basis through registered contractors for
ancillary activities such as security, housekeeping and other backend services.

Other Key Support Functions

We maintain whistleblower policy for reporting instances of unethical conduct, actual or suspected fraud or violation of our
code of conduct or ethics policies. We also have internal litigation, intellectual property and contract management protocols,
as well as policies for managing dividend disbursements, investor grievances and human resources. Our corporate governance
standards are in line with the corporate governance standards required for listed companies.

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Intellectual Property

We own or have licensed rights to trade names, trademarks, domain names and service marks that we use in conjunction with
our operations and services. In order to better manage our IP assets, we have implemented an IP policy, which sets forth the
procedure for creating, maintaining, acquiring, transferring and protecting our IP rights.

As of September 30, 2016 we own 82 trademarks, domain names and service marks in India and are in the process of
registering 13 additional marks in India and abroad. As part of a rebranding exercise to bring all of our indices under the
NIFTY brand, we are in the process of registering 48 marks in India. Our key trademarks, domain names and trade names are
registered in 42 foreign jurisdictions. We are in the process of registering our marks, including significant marks such as
NIFTY, NIFTY 50 and NIFTY Bank, in six other countries, including Brazil, Mauritius, UAE and Canada.

We own the copyright to a variety of material software, including back office applications such as Parallel Risk Management
System, Online Position Monitoring System, Focass and NIBIS. We also own the copyrights for all software developed by
NSE Infotech. We also own intellectual property rights over the indices developed, managed and licensed by our Subsidiary,
IISL.

We have registered the following domain names: ‘nseindia.com’, ‘nseroot.com’, ‘ncfm-india.com’, ‘neatonweb.com’,
‘nseemerge.com’ and ‘nseinfobase.com.’

We license key software from third parties for the operation of our platforms and systems and certain of our product
offerings. In particular, we rely on licensed software for our web-based and mobile trading platform, trade matching,
messaging and other components of our trading system, risk assessment functions within our online risk and collateral
management system, components of our NMF II mutual fund reporting and trading platform, and perimeter and end-point
security tools and technologies within our security framework. We rely on outsourced employees for support and
maintenance of our licensed software. We also utilize open source software in our operating systems and databases. We
license the VIX trademark which we use for our India VIX index.

See also “Risk Factors – Internal Risks – We rely on third parties for the provision of certain services and products, including
certain aspects of our critical system infrastructure and software and – We may be unable to keep up with rapid technological
change” on pages 36 and 28.

Corporate Social Responsibility

Our CSR policy focuses on promoting primary education, elder care, environmental issues such as sanitation and safe
drinking water and social entrepreneurship. We partner on CSR initiatives with third-party NGOs, foundations and trusts that
are committed towards our community engagement goals. Our partners on CSR initiatives include the Magic Bus India
Foundation, the Dignity Foundation, Teach to Lead and All India Institute of Local Self Governance.

Our internal division, the NSE Group CSR Focus Group, coordinates our CSR initiatives on a periodic basis. We have also
commissioned third-party agencies for the monitoring and evaluation of our CSR initiatives.

Properties

The Registered Office is located at Exchange Plaza, Bandra Kurla Complex, Bandra (East) Mumbai- 400 051 and is situated
on land that we occupy on a leasehold basis. For further details, see “Risk Factors — Internal Risks – We do not own the land
on which our Registered Office and Corporate Office are situated” on page 40. Further, in addition to our own properties, we
have leased or licensed properties for our branch offices at various locations in India.

Insurance

Our Company has insurance coverage which we consider reasonably sufficient to cover general risks associated with our
business operations. We have insurance policies to cover our assets against losses from fire, burglary, machine failure, natural
calamities, transit and other risks to our properties. We also maintain insurance policies against third party liabilities,
including a commercial general liability policy, director and officer liability, professional indemnity and system failure, each
with worldwide coverage. In addition, we have insurance policies related to computer network security and computer crime,
and policies for the benefit of our employees, employee health insurance and such other insurance policies as required by
applicable law.

Legal Proceedings

For a description of legal proceedings to which we are a party, see “Outstanding Litigation and Material Developments”
beginning on page 450.

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 REGULATIONS AND POLICIES

The following description is an indicative summary of certain sector specific key laws and regulations in India, which are
applicable to our Company and its business. The information detailed in this section has been obtained from publications
available in the public domain. The regulations, as amended, set out below may not be exhaustive, and are only intended to
provide general information to the investors and are neither designed as nor intended to be a substitute for professional legal
advice.

Securities and Exchange Board of India Act, 1992 (the “SEBI Act”)

The SEBI Act, amongst other things, provides for powers, functions and duties of SEBI. The duties of SEBI include (a)
protection of the interests of investors investing in securities, and (b) promotion of the development and regulation of the
securities market, by such measures as it thinks fit. Further, SEBI may, with respect to the stock exchanges (a) regulate the
business in stock exchanges and any other securities market, (b) call for information from, undertake inspection, conduct
inquires and audits of, the stock exchanges, and (c) suspend any office-bearer of any stock exchange from holding such
position in accordance with the SEBI Act.

Securities Contracts (Regulation) Act, 1956 (the “SCRA”)

The SCRA, amongst other things, provides for the procedure for recognition, corporatisation and demutualisation of stock
exchanges, power of recognised stock exchanges to make or amend rules and bye-laws, and conditions for listing and
delisting of securities listed on recognised stock exchanges in India.

SEBI is authorised to exercise powers under the SCRA pursuant to the notification S.O. 573(E) dated July 30, 1992 (the
“1992 Notification”) and notification S.O. 672 (E) dated September 13, 1994 (the “1994 Notification”). Pursuant to the
SCRA and the 1994 Notification, (i) a stock exchange seeking recognition may make an application to the Central
Government as prescribed under the SCRA, (ii) SEBI may grant recognition to the stock exchange subject to the satisfaction
of the conditions prescribed in the SCRA, and (iii) SEBI may withdraw the recognition granted to a stock exchange in the
interest of the trade or public interest as prescribed under the SCRA. All recognised stock exchanges are required to be
corporatized and demutualised in accordance with the SCRA.

Further, all recognised stock exchanges are required to submit to SEBI periodical returns in relation to its affairs, and
maintain and preserve books of account and such other documents as prescribed. Additionally, pursuant to the SCRA and the
1992 Notification, a recognised stock exchange is also required to submit an annual report to SEBI, containing the prescribed
details.

Pursuant to the SCRA, a recognised stock exchange may make or amend rules in relation to following matters (i) the
restriction of voting rights to members only in respect of any matter placed before the stock exchange at any meeting, (ii) the
regulation of voting rights of the members such that each member is entitled to one vote only, irrespective of his share in the
paid-up equity capital of the stock exchange, (iii) restriction on the right of a member to appoint another person as his proxy
to attend and vote at a meeting, or (iv) any other incidental, consequential and supplementary matters required to give effect
to any of the above matters, in the manner prescribed under the SCRA. Any rules made or amended, in respect to the
foregoing matters are required to be approved by SEBI and published in the official gazette.

Bye-laws of a recognised stock exchange

The SCRA also empowers a recognised stock exchange to make bye-laws for the regulation and control of contracts subject
to the prior approval of SEBI and upon obtaining such approvals, publication of such bye-laws in the gazette of India and also
in the official gazette of the state in which the principal office of the recognised stock exchange is situated. Such bye-laws
may provide for, amongst others, (i) opening and closing of markets and the regulation of the hours of trade, (ii) a clearing
house for the periodical settlement of contracts and differences thereunder, the delivery of and payment for securities, the
passing on of delivery orders and the regulation and maintenance of such clearing house, (iii) the number and classes of
contracts in respect of which settlements shall be made or differences paid through the clearing house, (iv) the determination
and declaration of market rates, including the opening, closing highest and lowest rates for securities, (v) the fixing, altering
or postponing of days for settlements; (vi) the terms, conditions and incidents of contracts, including the prescription of
margin requirements, if any, and conditions relating thereto, and the forms of contracts in writing, (vii) the listing of securities
on the stock exchange, the inclusion of any security for the purpose of dealings and the suspension or withdrawal of any such
securities, and the suspension and prohibition of trading in any specified securities, (vii) the method and procedure for the
settlement of claims or disputes, including settlement by arbitration, and (viii) the levy and recovery of fees, fines and
penalties. Additionally, SEBI may on its own motion or on request received in writing from the governing body of a
recognised stock exchange, make or amend bye-laws made by a recognised stock exchange.

The SCRA permits a recognised stock exchange, with the prior approval of SEBI, to transfer the duties and functions of a
clearing house to a clearing corporation for the purpose of (i) the periodical settlement of contracts and differences

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thereunder, (ii) the delivery of, and payment for, securities, and (iii) any other matter incidental to, or connected with, such
transfer. Further, certain provisions of the SCRA including the provisions in relation to recognition, corporatisation and
demutualisation, withdrawal of recognition, submission of annual report and periodical returns, apply, as far as may be, to a
clearing corporation as they apply to a recognised stock exchange.

Under the SCRA, SEBI may issue appropriate directions in the interests of the investors in securities and the securities market
to, amongst others, stock exchanges and clearing corporations, if SEBI is satisfied that it is necessary (i) in the interest of
investors, or orderly development of securities market, (ii) to prevent the affairs of any recognised stock exchange or clearing
corporation being conducted in a manner detrimental to the interests of investors or securities market, or (iii) to secure the
proper management of any stock exchange or clearing corporation. Further, SEBI may supersede the governing body of a
stock exchange and appoint any person(s) to exercise and perform all the powers and duties of the governing body subject to
compliance with the provisions of SCRA including the procedures prescribed therein.

The SCRA also prescribes various penalties for the contravention of its provisions. If a recognised stock exchange fails to
comply with the provisions of the SCRA such as failure to furnish periodical returns to SEBI or failure to make or amend its
rules or bye-laws as directed by SEBI or failure to comply with the directions issued by SEBI, such a stock exchange shall be
liable to a penalty, which can vary from a minimum of ₹ 0.5 million to maximum of to ₹ 250 million.

Securities Contracts (Regulation) Rules, 1957 (the “SCRR”)

The SCRR, amongst other things, prescribes the manner for making a fresh or renewal application for recognition by a stock
exchange and the fees associated with such applications. Recognition, unless granted on a permanent basis, is for a minimum
period of one year and the recognised stock exchange is required to make an application for renewal of such recognition three
months before the expiry of the period of recognition. Under the SCRR, SEBI is empowered to nominate a maximum of three
members of the governing body of a recognised stock exchange and such members will have the same status and powers as
other members of the governing body. Additionally, the SCRR specifies (i) the list of books of accounts and documents to be
maintained and preserved by a recognised stock exchange; (ii) the content of the annual report to be submitted to SEBI; and
(iii) items in relation to which the recognised stock exchange is required to furnish periodical returns to SEBI.

Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 (the “SECC
Regulations”)

The SECC Regulations prescribe requirements, including in relation to recognition, regulation, ownership and governance of
recognised stock exchanges and clearing corporations. The key requirements of the SECC Regulations include:

Obligation to seek recognition: The SECC Regulations provide that no person can conduct, organise or assist in organizing
any stock exchange or clearing corporation unless it has obtained recognition from SEBI in accordance with the SCRA, the
SCRR and the SECC Regulations. The SECC Regulations also prescribe the conditions and the procedure for obtaining such
recognition.

Net–worth of stock exchanges and clearing corporations: The SECC Regulations provide that every recognised stock
exchange is required to maintain a minimum net-worth of ₹ 1,000 million at all times. An applicant seeking recognition as a
clearing corporation is required to have a minimum net worth of ₹ 1,000 million and is required to achieve a minimum net-
worth of ₹ 3,000 million within three years from the date of grant of recognition. Additionally, a recognised stock exchange
or a recognised clearing corporation is not permitted to distribute profits in any manner to its shareholders until the minimum
net-worth requirement is achieved.

Shareholding in a recognised stock exchange and a recognised clearing corporation: Pursuant to the SECC Regulations, at
least 51% of the paid up equity share capital of a recognised stock exchange is required to be held by the public. ‘Public’ has
been defined under the SECC Regulations to include any member or section of the public but excludes any trading or clearing
member or their associates and agents. Further, a public sector bank, public financial institution, an insurance company,
mutual fund or alternative investment fund in the public sector, that have associates as trading members or clearing members
are deemed as public for the purposes of the SECC Regulations.

Pursuant to the SECC Regulations, at least 51% of the paid up equity share capital of a recognised clearing corporation is
required to be held by one or more recognised stock exchanges. However, a recognised stock exchange is not permitted to,
directly or indirectly, either individually or together with persons in concert, acquire or hold more than 15% of the paid up
equity share capital in more than one clearing corporation.

A person resident in India (other than a recognised stock exchange in the case of a clearing corporation), directly or
indirectly, either individually or together with persons acting in concert, is not permitted to acquire or hold more than 5% of
the paid up equity share capital in a recognised stock exchange or a recognised clearing corporation. However, the SECC
Regulations permit stock exchanges, depositories, banking companies, insurance companies and public financial institutions,
to hold, directly or indirectly, either individually or together with persons acting in concert, up to 15% of the paid up equity

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share capital of a recognised stock exchange. However, such persons require the prior approval of SEBI to acquire or hold
more than 5% of the paid up equity share capital of a recognised stock exchange or a recognised clearing corporation.

A person resident outside India, directly or indirectly, either individually or together with persons acting in concert, is not
permitted to acquire or hold more than 5% of the paid up equity share capital in a stock exchange or a clearing corporation.

Further, if any person, directly or indirectly, either individually or together with persons acting in concert, acquires equity
shares such that its shareholding exceeds 2% of the paid up equity share capital of the recognised stock exchange or
recognised clearing corporation, such person is required to seek the approval of SEBI within 15 days of the acquisition, in the
manner prescribed in the SEBI circular no. CIR/MRD/DSA/33/2012, dated December 13, 2012. If SEBI does not grant the
aforementioned approval, such person is required to forthwith divest his excess shareholding.

The SECC Regulations also provide that subject to the limits as otherwise prescribed by the Central Government from time to
time, the combined holding of all persons resident outside India in the paid up equity share capital of a recognised stock
exchange shall not exceed, at any time, 49% of its total paid up equity share capital. Further, an FPI is not permitted to
acquire shares of a recognised stock exchange otherwise than through the secondary market. As regards investment by FIIs /
FPIs in stock exchanges, the union cabinet, pursuant to the press release dated July 27, 2016 (the “Press Release”) has given
its approval for increasing the foreign shareholding limit from 5% to 15% in Indian stock exchanges for a stock exchange, a
depository, a banking company, an insurance company and a commodity derivative exchange. The Press Release states that
the Union cabinet has also approved the proposal to allow FPI to acquire shares through initial allotment, besides the
secondary market, in the stock exchanges. In addition, SEBI, in its board meeting dated September 23, 2016, has approved
amendment to Regulation 17 of the SECC Regulations to increase the limit of shareholding of individual FIIs / FPIs in stock
exchanges from 5% to 15% as well as acquisition of shares through initial allotment, besides the secondary market. The
SECC Regulations and the FDI Policy are yet to be amended in this regard. Further, no clearing corporation is permitted to
hold any right, stake or interest, of whatsoever nature, in any recognised stock exchange.

Fit and Proper Criteria: Pursuant to the SECC Regulations no person is permitted to, directly or indirectly, acquire or hold
equity shares of a recognised stock exchange or a recognised clearing corporation unless such person is fit and proper. The
SECC Regulations set out the conditions for a person to be deemed to be a fit and proper person. Further, any person holding
more than two per cent of the paid up equity share capital in a recognised stock exchange or a recognised clearing corporation
is required to file a declaration within 15 days from the end of every financial year to the recognised stock exchange or the
recognised clearing corporation, as the case may be, that such person complies with the fit and proper criteria set out in the
SECC Regulations.

For further details relating to the fit and proper criteria, see “Offer Procedure” beginning on page 506.

Governance of Stock Exchanges: The governing board of a recognised stock exchange and a recognised clearing corporation
is required to include (i) shareholder directors, (ii) public interest directors, and (iii) managing director. Subject to the prior
approval of SEBI, the governing board shall elect the chairperson from amongst the public interest directors. The SECC
Regulations further provide, inter alia, the requirements in relation to minimum number of directors, conditions for
appointment of shareholder directors, public interest directors and managing director, quorum for meetings of the governing
board, code of conduct for directors and key management personnel, compensation and tenure of key management personnel
of a recognised stock exchange and a recognised clearing corporation. Further, the SECC Regulations prohibit trading
members, clearing members, their associates and agents to be on the governing board of any recognised stock exchange or
recognised clearing corporation.

Fund to Guarantee Settlement of Trades: A recognised clearing corporation is required to establish and maintain a fund for
each segment to guarantee the settlement of trades executed in the respective segment of a recognised stock exchange. The
contribution to such fund by the recognised stock exchange, the recognised clearing corporation and the clearing members is
specified by SEBI from time to time. Further, the utilisation of profits and investments by recognised clearing corporations is
required to be in accordance with the norms specified by SEBI. SEBI has also issued circulars dated August 27, 2014 and
May 4, 2016 prescribing norms for the core settlement guarantee funds required to be established under the SECC
Regulations. Pursuant to the amendment dated August 29, 2016 to the SECC Regulations, contribution to the settlement
guarantee fund is required to be made as specified by SEBI from time to time. By way of the aforesaid amendment, the
requirement of an annual credit of 25% of profits by a recognised stock exchange to the settlement guarantee fund has been
done away with.

Listing of Securities: Subject to provisions of applicable law in force, a recognised stock exchange may apply for listing of its
securities on any recognised stock exchange, other than itself and its associated stock exchange, if (i) it is compliant with the
provisions of the SECC Regulations, particularly those relating to ownership and governance; (ii) it has completed three years
of continuous trading operations immediately preceding the date of application of listing; and (iii) it has obtained approval of
SEBI. Further, a recognised stock exchange is not permitted to list any securities of its associates, and the securities of a
recognised clearing corporation are not permitted to be listed on any stock exchange.

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SEBI Circular dated December 13, 2012

SEBI has issued circular no. CIR/MRD/DSA/33/2012 for the effective implementation of the SECC Regulations. The
circular, inter alia, prescribes (i) procedure for appointment of directors, (ii) process of seeking approval from SEBI for
shareholding beyond 2% and 5%, monitoring of shareholding limits and obligation of the recognised stock exchange to
ensure that all its shareholders are fit and proper persons, (iii) the list of mandatory committees for stock exchanges and
clearing corporations, (iv) norms for compensation for key management personnel of the stock exchanges and the clearing
corporations, and (v) the procedure for submitting amendments to articles, rules, bye-laws and regulations for SEBI’s
approval.

SEBI Circular dated January 1, 2016

Pursuant to SEBI circular no. CIR/MRD/DSA/ 01/2016 dated January 1, 2016, SEBI has notified certain directions to listed
stock exchanges to ensure compliance with the SECC Regulations including the following:

Minimum public shareholding: (i) a listed stock exchange shall display its shareholding pattern, in the format prescribed by
SEBI, on a continuous basis on its website and the stock exchange where its shares are listed is also required to display such
information. The depositories are required to establish necessary systems to ensure that the aggregate shareholding of trading
members or their associates and agents in the listed stock exchange does not exceed 49% of the paid-up share capital of the
stock exchange; (ii) the trading members or their associates and agents are required to obtain prior approval of the listed stock
exchange for further acquisition of shares once the aggregate shareholding of the trading members or their associates and
agents crosses the limit of 45% of the paid-up share capital of the stock exchange. If such prior approval is not obtained, the
depositories are authorized to initiate actions such as freezing of voting rights and other corporate benefits in respect of such
shareholding until such shares are divested by the relevant shareholder or acquirer; and (iii) the divestment of any excess
shareholding beyond the specified limit would be through a special window provided by the stock exchange where the shares
are listed.

Fit and Proper: (i) an exchange proposing an initial public offering its equity shares, is required to include a declaration in
the application form stating that the applicant is fit and proper in terms of the relevant provisions of the SECC Regulations;
(ii) upon listing of the stock exchange, the text of the applicable regulation in relation to the fit and proper criteria is required
to be a part of the contract note; (iii) the listed stock exchange is required to undertake all measures to make investors aware
of the requirement of fit and proper criteria; (iv) the listed stock exchange and the stock exchange where the shares are listed
are required to notify on their websites that the shares of a listed stock exchange can only be dealt with by fit and proper
persons; (v) in case of acquisition of shares by the person who is found not to be fit and proper, the voting rights and all
corporate benefits with respect to such shareholding are required to be frozen by depositories until such shares are divested
through a special window; and (vi) the listed stock exchange is required to submit to SEBI on a quarterly basis an exceptional
report regarding the shareholders who are not fit and proper and action taken thereof.

Ensuring shareholding of 5% and 15%: (i) the depositories are required to establish a mechanism to ensure that no
shareholder gets credit of shares beyond 5% or 15%, as applicable; (ii) the depositories are also required to generate an alert
when such shareholding exceeds 2% and monitor such shareholding under intimation to SEBI; (iii) the depositories are
required to inform the listed stock exchange as and when the threshold is breached and take consequential action such as
freezing of voting rights and all corporate actions in respect of such excess holding until such excess holding is divested
through the special window.

SEBI Circular dated January 22, 2016

Pursuant to SEBI circular no. SEBI/HO/MRD/DSA/CIR/P/2016/30 dated January 22, 2016, SEBI amended the provisions of
the SEBI circular dated December 13, 2012 relating to composition of governing board of a recognized stock exchange or
clearing corporation. SEBI has clarified that a trading or clearing member, or their associates or agents shall not be on the
governing board of any recognized stock exchange and clearing corporation. Further, a person who is a director in an entity
which itself is a trading member or clearing member, or has an associate as a trading or clearing member, shall be deemed to
be trading member or clearing member himself. However, the circular exempts a director on the board of a public financial
institution or a public sector bank from being deemed a trading or clearing member subject to conditions specified under the
circular. The recognised stock exchanges and clearing corporations are required to monitor and verify the aforesaid
compliance to verify that directors appointed, on their governing board, do not get associated with trading member or clearing
member after approval and appointment.

SEBI Circular dated December 1, 2016

Pursuant to SEBI circular no. SEBI/HO/MRD/DP/CIR/P/2016/129 dated December 1, 2016, SEBI advised the stock
exchanges to provide direct connectivity between co-location facilities of different recognized stock exchanges while also
providing for such connectivity between the servers of the same broker at co-location facilities of different stock exchanges.
SEBI has clarified that co-location services provided by a third party or outsourced from a third party are deemed to be

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provided by stock exchanges and accordingly, stock exchanges shall remain responsible and accountable for actions of the
outsourced entity. Stock exchanges are also required to submit a quarterly compliance report with SEBI regarding the
outsourcing services upon approval of the governing board of the respective stock exchange.

SEBI Circular dated November 28, 2016

Pursuant to the SEBI circular no. SEBI/HO/MRD/DSA/CIR/P/2016/125 dated November 28, 2016, SEBI has prescribed a
broad framework for functioning of stock exchanges and clearing corporations in IFSC. The circular inter alia, prescribes a
single market structure to achieve synergies in terms of various operations. The stock exchanges are empowered to decide the
trading hours for different commodities with the maximum limit fixed at 23 hours and 30 minutes in a day and settlement
shall be required for atleast twice a day. The stock exchanges and clearing corporations in IFSC are required to ensure that
their risk management system and infrastructure are commensurate with the trading hours. Further, clearing corporations are
required to have a robust risk management framework and are required to conduct certain tests, such as stress test, liquidity
stress tests to ensure robustness of the risk management framework. SEBI has permitted trading of all categories of exchange
traded products as available for trading in stock exchanges in FATF/IOSCO compliant jurisdictions (except in case of
commodity derivatives in which only non-agri commodity derivates are eligible), subject to receipt of prior approval of SEBI.
Further, clearing corporations in IFSC are required to establish and maintain a fund to guarantee the settlement of trades
executed in the stock exchanges in IFSC.

Other Regulations

In addition to the above, our Company is required to comply with the provisions of the Companies Act, FEMA, labour laws,
various tax related legislations, various other securities market related regulations, notifications and guidelines, and other
applicable statutes and policies along with the rules formulated thereunder for its day-to-day operation.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was incorporated at Mumbai on November 27, 1992 as National Stock Exchange of India Limited, a public
limited company under the Companies Act, 1956. Our Company obtained the certificate of commencement of business on
March 2, 1993. Our Company was granted recognition as a stock exchange on April 26, 1993, which was subsequently
renewed with effect from April 26, 1998 and April 26, 2003, each time for a period of five years. Subsequently, renewal of
recognition was granted to our Company on a permanent basis through a notification dated April 17, 2008, with effect from
April 26, 2008. For information of our Company’s profile, activities, services, products, market, growth, technology,
managerial competence, capacity built-up and standing with reference to prominent competitors, see “Our Management”,
“Our Business” and “Industry Overview” beginning on pages 191, 152 and 111, respectively.

As on the date of this Draft Red Herring Prospectus, our Company has 79 Shareholders.

Changes in Registered Office

Except as disclosed below, there has been no change in our Registered Office since the date of incorporation.

Date of change Details of change in the address of the Registered Office Reasons for change in the
address of the Registered
Office
September 15, 1993 The registered office of our Company was shifted from Nariman Administrative convenience
Bhavan, 227 Vinay K Shah Marg, Mumbai 400 021 to Mahindra Tower,
‘A’ wing, 1st floor, RBC, Pandurang Budhkar Marg, Worli, Mumbai
400 018
July 1, 2001 The registered office of our Company was shifted from Mahindra To move from premises on
Tower, ‘A’ wing, 1st floor, RBC, Pandurang Budhkar Marg, Worli, rent to premises on land
Mumbai 400 018 to “Exchange Plaza”, C-1, Block G, Bandra Kurla taken on long-term lease.
Complex, Bandra (East), Mumbai 400 051.

Main Objects of our Company

The main objects contained in our Memorandum of Association are as follows:

1. To facilitate, promote, assist, regulate and manage in the public interest, dealings in securities of all kinds (which
shall include all securities defined as such under the Securities Contracts (Regulations) Act, 1956 and all other
instruments of any kind including money market instruments) and to provide specialised, advanced, automated and
modern facilities for trading, clearing and settlement of securities with a high standard of integrity and honour, and
to ensure trading in a transparent fair and open manner with access to investors from areas in or outside India.

2. To initiate facilitate and undertake all steps of all such activities in relation to Stock Exchange, Money Markets,
Financial Markets, Securities Markets, Capital Markets, as are required for better investor service and protection,
including but not limited to: taking measures for ensuring greater liquidity (both in terms of breadth and depth of
securities) for the investor providing easier access to the Exchange, facilitating inter-market dealings and generally
to facilitate transactions in securities in a cost effective, expeditious and efficient manner.

3. To support, develop, promote and maintain a healthy market in the best interest of the investor and the general
public and the economy and to introduce high standards of professionalism among themselves and with investors
and the financial securities, money and capital markets in general.

The main objects contained in our Memorandum of Association enable our Company to carry on the business presently being
carried out.

Amendments to our Memorandum of Association

Date of Shareholder’s resolution / Particulars

effective date
March 9, 1999 Clause V of our Memorandum of Association was amended to reflect increase in the
authorised share capital of our Company from ₹ 250,000,000 comprising 25,000,000
equity shares of ₹10 each to ₹ 500,000,000 comprising 50,000,000 equity shares of ₹
10 each.
November 10, 2016 Clause V of our Memorandum of Association was amended to reflect sub-division of
50,000,000 equity shares of ₹ 10 each into 500,000,000 Equity Shares of ₹ 1 each.

182
 Date of Shareholder’s resolution / Particulars
effective date

Our Promoters and Promoter Group

Our Company is a professionally managed company and does not have an identifiable promoter in terms of SEBI ICDR
Regulations and the Companies Act, 2013. Consequently, it does not have a ‘promoter group’ in terms of the SEBI ICDR
Regulations.

Major events and milestones of our Company

Calendar year Particulars

1993 Our Company was recognised as a stock exchange
1994 Our Company commenced electronic or screen-based trading
1994 Our Company launched the equity and wholesale debt market segments
1995 Our Company established an investor protection fund trust
1996 Our Company created and administered a settlement fund
1996 Our Company launched NIFTY 50 Index, which remains our flagship index today
1996 Our Company commenced trading and settlement in dematerialised securities on our exchange
1998 Our Company commenced NSE certification for Financial Markets certification program in India
2000 Our Company commenced internet trading
2000 Our Company launched index futures based on the NIFTY 50 index (then known as S&P CNX Nifty) for
trading
2000 Our Company listed index futures on Nifty 50 on the Singapore Exchange
2001 Our Company launched index options based on the NIFTY 50 index (then known as S&P CNX Nifty) for
trading
2001 Our Company launched single stock futures and options on listed securities
2002 Our Company launched ETFs listings
2005 Our Company launched NIFTY Bank index derivatives
2008 Our Company was the first in India to offer trading in currency futures
2008 Our Company established securities lending and borrowing scheme
2008 Our Company launched NOW platform for web-based trading
2009 Our Company launched mutual fund service system
2010 Our Company launched trading in currency options
2010 Our Company launched NOW platform for mobile devices
2011 Our Company commenced trading in index futures and options on global indices, namely the S&P 500 and
Dow Jones Industrial Average
2012 Our Company launched SME-specific EMERGE platform for the listing and trading of securities of SMEs
2012 Our Company commenced trading in index futures and Options contracts on the FTSE 100 index
2013 Our Company launched the debt segment
2014 Our Company launched NMF-II platform for mutual funds
2014 Our Company launched NBF II segment for interest rate futures
2014 Our Company launched trading on India VIX index futures
2014 Our Company commenced on Nifty 50 (then known as CNX Nifty) on the Osaka Exchange
2015 Our Company renamed CNX Nifty to Nifty 50
2015 Our Company entered into a memorandum of understanding to enhance the level of cooperation with the
London Stock Exchange Group
2016 Our Company launched Nifty 50 index futures trading on TAIFEX
2016 Our Company launched electronic book-building platform for private placement of debt securities
2016 Our Company launched platform for sovereign gold bond issuances

Awards and Accreditations

Calendar year Award/Certification/Recognition

2016 CII- Exim Bank Prize for Business Excellence
2016 Global Architecture Excellence Awards 2016 – New Service Offering Initiative
2015 Golden Peacock Innovative Product / Service Award
2015 The Asian Banker Achievement Awards 2015 - Stock Exchange of the Year
2015 FOW Awards for Asia – Best New Technology Product – Market Surveillance
2014 Futures and Options World Award for Indian Exchange of the Year

183
Calendar year Award/Certification/Recognition
2014 Global Finance – Best Derivatives Providers Award 2014 for exchange performance
2014 CII- Exim Bank Prize for Business Excellence
2013 Capital Finance International - Best Stock Exchange Award, India
2010 The Asian Banker Achievement Awards for Markets and Exchanges - Financial Derivative Exchange of the
Year Award

Capital raising activities through equity or debt

For details regarding our capital raising activities through equity or debt, see “Capital Structure” and “Financial Statements”
beginning on pages 93 and 214, respectively.

Injunctions or restraining order against our Company

As of the date of this Draft Red Herring Prospectus, there are no injunctions or restraining orders against our Company.

Financial and Strategic Partners

Our Company does not have any financial or strategic partners.

Our Holding Company

Our Company does not have a holding company.

184
 OUR SUBSIDIARIES

As of the date of this Draft Red Herring Prospectus, our Company has 10 Subsidiaries.

Details of our Subsidiaries

1. National Securities Clearing Corporation Limited (“NSCCL”)

NSCCL was incorporated as a public company on August 31, 1995 at Mumbai under the Companies Act, 1956. The
memorandum of association authorizes NSCCL to carry on the business of, inter alia, clearing and settlement of
shares, other securities of all kinds including securities defined under the SCRA, commodity and commodity
derivatives defined under the Forward Contracts (Regulation) Act, 1952, and all other instruments of any kind traded
and to regulate and manage dealings in securities and instruments.

Capital Structure:

Number of equity shares of face value ₹ 10 each

Authorised capital 45,000,000
Issued, subscribed and paid-up capital 45,000,000

Shareholding pattern:

The following table sets forth details of the shareholding pattern of NSCCL:

Sr. No. Name of the shareholder Number of equity shares of Percentage of total equity
face value ₹ 10 each holding (%)
1. National Stock Exchange of India 44,999,952 99.9
Limited
2. J Ravichandran* 8 Negligible
3. Yatrik Vin* 8 Negligible
4. Mayur Sindhwad* 8 Negligible
5. Muralidaran N* 8 Negligible
6. Ravi Varanasi* 8 Negligible
7. M. Vasudev Rao* 8 Negligible
Total 45,000,000 100.0
* Equity shares held by these individuals as nominees and jointly with our Company, our Company being the first holder of
equity shares.

2. NSE Strategic Investment Corporation Limited (“NSE Strategic Investment”)

NSE Strategic Investment was incorporated as a public company on January 31, 2013 at Mumbai under the
Companies Act, 1956. The memorandum of association authorizes NSE Strategic Investment to carry on the
business of, inter alia, being a holding and investment company in India or outside India and dealing in shares or
debentures or securities issued by any mutual fund, promissory notes, warrants, other money market or capital
market instruments issued or guaranteed by any company or body corporate carrying on any business or activity to
collect and receive all consideration in any form or manner, commission, dividends, interests, monies in respect of
the business.

Capital Structure:

Number of shares of face value ₹ 10 each

Authorised capital
450,000,000 equity shares
450,000,000 6% non-cumulative compulsorily
convertible preference shares
Total 900,000,000

Issued, subscribed and paid-up capital

413,021,703 equity shares
412,971,703 6% non-cumulative compulsorily
convertible preference shares
Total 825,993,406

Shareholding pattern:

185
 The following table sets forth details of the shareholding pattern of NSE Strategic Investment:

Equity shares

Sr. No. Name of the shareholder Number of equity shares of Percentage of total equity
face value ₹ 10 each holding (%)
1. National Stock Exchange of India 413,021,653 99.9
Limited
2. J Ravichandran* 10 Negligible
3. Yatrik Vin* 10 Negligible
4. M. Vasudev Rao* 10 Negligible
5. Muralidaran N* 5 Negligible
6. Ravi Varanasi* 10 Negligible
7. Tarun Aiyar* 5 Negligible
Total 413,021,703 100.0
* Equity shares held jointly with our Company, our Company being the first holder of equity shares.

Compulsorily convertible preference shares

Sr. No. Name of the shareholder Number of preference shares Percentage of total preference
of face value ₹ 10 each holding (%)
1. National Stock Exchange of India 412,971,703 100.0
Limited
Total 412,971,703 100.0

3. India Index Services and Products Limited (“IISL”)

IISL was incorporated as a public company on May 18, 1998 at Mumbai under the Companies Act, 1956. IISL is a
step-down Subsidiary of our Company. The memorandum of association authorizes IISL to carry on the business of,
inter alia, development, construction, computation and maintenance of indices in relation to the capital, financial and
commodity markets.

Capital Structure:

Number of equity shares of face value ₹ 10 each

Authorised capital 1,500,000
Issued, subscribed and paid-up capital 1,300,000

Shareholding pattern:

The following table sets forth details of the shareholding pattern of IISL:

Sr. No. Name of the shareholder Number of equity shares of Percentage of total equity
face value ₹ 10 each holding (%)
1. NSE Strategic Investment 1,299,994 99.9
2. J Ravichandran* 1 Negligible
3. Yatrik Vin* 1 Negligible
4. Mayur Sindhwad* 1 Negligible
5. M. Vasudev Rao* 1 Negligible
6. Muralidaran N* 1 Negligible
7. Ravi Varanasi* 1 Negligible
Total 1,300,000 100.0
* Equity share held jointly with NSE Strategic Investment, NSE Strategic Investment being the first holder of equity shares.

4. DotEx International Limited (“DotEx”)

DotEx was incorporated as a public company on June 2, 2000 at Mumbai under the Companies Act, 1956. DotEx is
a step-down Subsidiary of our Company. The memorandum of association authorizes DotEx to carry on the business
of, inter alia, owning, operating and maintaining web sites and portals that will enable participants at large,
including stock brokers and all direct and indirect intermediaries of different markets and community at large to have
a common virtual place to know, transact and fulfill their transactions in a secured manner.

Capital Structure:

186
 Number of equity shares of face value ₹ 10 each
Authorised capital 13,000,000
Issued, subscribed and paid-up capital 9,000,000

Shareholding pattern:

The following table sets forth details of the shareholding pattern of DotEx:

Sr. No. Name of the shareholder Number of equity shares of Percentage of total equity
face value ₹ 10 each holding (%)
1. NSE Strategic Investment 8,999,940 99.9
2. J Ravichandran* 10 Negligible
3. Yatrik Vin* 10 Negligible
4. M. Vasudev Rao* 10 Negligible
5. Muralidaran N* 10 Negligible
6. Ravi Varanasi* 10 Negligible
7. R. Jayakumar* 10 Negligible
Total 9,000,000 100.0
* Equity shares held jointly with NSE Strategic Investment, NSE Strategic Investment being the first holder of equity shares.

5. NSE Academy Limited (“NSE Academy”)

NSE Academy was incorporated as a public company on March 12, 2016 as NSE Educational Facilities Limited at
Mumbai under the Companies Act, 2013. Pursuant to a fresh certificate of incorporation dated May 17, 2016, the
name was changed from NSE Educational Facilities Limited to NSE Academy Limited. NSE Academy is a step-
down Subsidiary of our Company. The memorandum of association authorizes NSE Academy to carry on the
business of, inter alia, conducting tests and certification programs in India and abroad in various areas including
financial markets, conducting professional education programs and providing professional training to individuals in
collaboration with various educational and financial institutions.

Capital Structure:

Number of equity shares of face value ₹ 10 each

Authorised capital 3,000,000
Issued, subscribed and paid-up capital 250,000

Shareholding pattern:

The following table sets forth details of the shareholding pattern of NSE Academy:

Sr. No. Name of the shareholder Number of equity shares of Percentage of total equity
face value ₹ 10 each holding (%)
1. NSE Strategic Investment 249,940 99.9
2. Yatrik Vin* 10 Negligible
3. Ravi Varanasi* 10 Negligible
4. Ritu Sajnani* 10 Negligible
5. R. Jayakumar* 10 Negligible
6. Sankarson Banerjee* 10 Negligible
7. Tarun Aiyar* 10 Negligible
Total 250,000 100.0
* Equity shares held jointly with NSE Strategic Investment, NSE Strategic Investment being the first holder of equity shares.

6. NSEIT Limited (“NSEIT”)

NSEIT was incorporated as a public company on October 29, 1999 at Mumbai under the Companies Act, 1956 as
NSE.IT Limited. Pursuant to a fresh certificate of incorporation dated March 10, 2016, the name was changed from
NSE.IT Limited to NSEIT Limited. NSEIT is a step-down Subsidiary of our Company. The memorandum of
association authorizes NSEIT to carry on the business of, inter alia, designing, developing, maintaining, marketing,
buying, importing and exporting, licensing and implementing computer software and hardware in India or
elsewhere; carrying on or engaging in the business of Information Technology in the area of digital technology and
testing services (TCOE) and information technology enables services (ITeS) in the area of online assessments,
infrastructure services, cyber security response centre and analytics services.

187
 Capital Structure:

Number of equity shares of face value ₹ 10 each

Authorised capital 15,000,000
Issued, subscribed and paid-up capital 10,000,010

Shareholding pattern:

The following table sets forth details of the shareholding pattern of NSEIT:

Sr. No. Name of the shareholder Number of equity shares of Percentage of total equity
face value ₹ 10 each holding (%)
1. NSE Strategic Investment 10,000,004 99.9
2. J Ravichandran* 1 Negligible
3. Yatrik Vin* 1 Negligible
4. M. Vasudev Rao* 1 Negligible
5. Muralidaran N* 1 Negligible
6. Ravi Varanasi* 1 Negligible
7. Tarun Aiyar* 1 Negligible
Total 10,000,010 100.0
* Equity share held jointly with NSE Strategic Investment, NSE Strategic Investment being the first holder of equity shares.

7. NSEIT (US) Inc. (“NSEIT US”)

NSEIT US was incorporated as a domestic for-profit corporation on December 4, 2006 under the laws of Texas,
USA as NSE.IT (US) Inc. Pursuant to the certificate of filing dated April 29, 2016, the name was changed from
NSE.IT (US) Inc. to NSEIT (US) Inc. NSEIT US is a step-down subsidiary of our Company. NSEIT US is involved
in the business of, inter alia, providing information technology and information technology enabled services.

Capital Structure:

Number of equity shares of face value USD 1 each

Authorised capital 1,000,000
Issued, subscribed and paid-up capital 1,000,000

Shareholding pattern:

The following table sets forth details of the shareholding pattern of NSEIT US:

Sr. No. Name of the shareholder Number of equity shares of Percentage of total equity
face value USD 1 each holding (%)
1. NSEIT 1,000,000 100.0
Total 1,000,000 100.0

8. NSE Infotech Services Limited (“NSE Infotech”)

NSE Infotech was incorporated as a public company on August 2, 2006 at Mumbai under the Companies Act, 1956.
NSE Infotech is a step-down Subsidiary of our Company. The memorandum of association authorizes NSE Infotech
to carry on the business of, inter alia, advising, providing services, developing, carrying out research and
development, implementing, maintaining products and solutions for the customers on all matters involving computer
software and hardware systems and management of data processing and information and data communication
systems.

Capital Structure:

Number of equity shares of face value ₹ 10 each

Authorised capital 10,000,000
Issued, subscribed and paid-up capital 50,000

Shareholding pattern:

The following table sets forth details of the shareholding pattern of NSE Infotech:

188
 Sr. No. Name of the shareholder Number of equity shares of Percentage of total equity
face value ₹ 10 each holding (%)
1. NSE Strategic Investment 49,994 99.9
2. J Ravichandran* 1 Negligible
3. Yatrik Vin* 1 Negligible
4. G.M. Shenoy* 1 Negligible
5. M. Vasudev Rao* 1 Negligible
6. Muralidaran N* 1 Negligible
7. Ravi Varanasi* 1 Negligible
Total 50,000 100.0
* Equity share held jointly with NSE Strategic Investment, NSE Strategic Investment being the first holder of equity shares.

9. NSE IFSC Limited (“NSE IFSC”)

NSE IFSC was incorporated as a public company on November 29, 2016 at Ahmedabad under the Companies Act,
2013. The memorandum of association authorizes NSE IFSC to inter alia, set up and operate an exchange as a unit
in an International Financial Service Centre in any SEZ as approved by the GoI or anywhere globally to provide
such services as may be permitted by the regulatory authorities, in order to facilitate, promote, assist, regulate and
manage in the public interest, dealings in securities, depository receipts, commodity, currency, derivatives and
products of all kinds as specified and permitted by the regulatory authorities for trading by an exchange in an
International Financial Service Centre or globally, with access to global investors from all over the world including
India. NSE IFSC has not yet commenced its operations and is awaiting approval from SEBI. For further details, see
“Government and other Approvals - Pending approvals of our Company” on pages 466 to 467.

Capital Structure:

Number of equity shares of face value ₹ 10 each

Authorised capital 50,000
Issued, subscribed and paid-up capital 50,000

Shareholding pattern:

The following table sets forth details of the shareholding pattern of NSE IFSC:

Sr. No. Name of the shareholder Number of equity shares of Percentage of total equity
face value ₹ 10 each holding (%)
1. National Stock Exchange of India 49,994 99.9
Limited
2. Arindam Saha* 1 Negligible
3. M. Vasudev Rao* 1 Negligible
4. Mukesh Agarwal* 1 Negligible
5. Ravindra Bathula* 1 Negligible
6. Sandip Mehta* 1 Negligible
7. Vitthal More* 1 Negligible
Total 50,000 100.0
* Holding equity share as a nomine on behalf of our Company.

10. NSE IFSC Clearing Corporation Limited (“NSE IFSC Clearing Corporation”)

NSE IFSC Clearing Corporation was incorporated as a public company on December 2, 2016 at Ahmedabad under
the Companies Act, 2013. NSE IFSC Clearing Corporation is the step-down subsidiary of our Company. The
memorandum of association authorizes NSE IFSC Clearing Corporation to inter alia set up and operate a clearing
corporation as a unit in an International Financial Service Centre in any SEZ as approved by the GoI or anywhere
globally to provide such services as may be permitted by the regulatory authorities, in order to facilitate, promote,
assist, set up and carry on the business of clearing and settlement of any kinds including physical settlement and cash
settlement in securities, shares, stock, debentures, bonds, units, deposit certificates, notes, warrants and other
securities of all kinds, depository receipts, currency, derivatives of all kinds, commodity and commodity derivatives
and other commodities of all kinds and all other instruments and products of all kinds as specified and permitted by
the regulatory authorities in International Financial Service Centre or globally and to ensure completion and
guarantee of all kinds of settlements. NSE IFSC Clearing Corporation has not yet commenced its operations and is
awaiting approval from SEBI. For further details, see “Government and other Approvals - Pending approvals of
NSCCL” on page 467.

189
 Capital Structure:

Number of equity shares of face value ₹ 10 each

Authorised capital 50,000
Issued, subscribed and paid-up capital 50,000

Shareholding pattern:

The following table sets forth details of the shareholding pattern of NSE IFSC Clearing Corporation:

Sr. No. Name of the shareholder Number of equity shares of Percentage of total equity
face value ₹ 10 each holding (%)
1. NSCCL 49,994 99.9
2. Amit Amlani* 1 Negligible
3. Huzefa Mahuvawala* 1 Negligible
4. Natarajan Ramasamy* 1 Negligible
5. Nilesh Tinaikar* 1 Negligible
6. Ravindra Bathula* 1 Negligible
7. R. Jayakumar* 1 Negligible
Total 50,000 100.0
* Holding equity share as a nomine on behalf of NSCCL.

Significant sales / purchase with our Subsidiaries

Except as stated in “Related Party Transactions” on page 212, our Company is not involved in any sales or purchases with
any of our Subsidiaries where such sales or purchases exceed in value in the aggregate of 10% of the total sales or purchases
of our Company.

Common Pursuits

There are no common pursuits between our Company and our Subsidiaries.

Other Confirmations

1. There are no accumulated profits or losses of our Subsidiaries which are not accounted for by our Company.

2. Except as disclosed in “Our Business” and “Related Party Transactions” on pages 152 and 212, respectively, our
Subsidiaries do not have any business interests in our Company.

3. None of our Subsidiaries are listed in India or abroad.

4. None of our Subsidiaries have made any public or rights issue in the last three years.

190
 OUR MANAGEMENT

In terms of our Articles of Association, our Company is required to have not less than three and not more than 22 directors.
Under the SECC Regulations, our Board is required to include public interest directors, shareholder directors and a managing
director. Our Board currently does not have a Managing Director. For further details, see “Risk Factors- We may be unable to
retain or replace our management team, highly-skilled employees or key personnel” on pages 29 and 30. Further, SECC
Regulations require that the number of public interest directors shall not be less than the number of shareholder directors. Our
Board currently comprises 10 Directors, which includes five Public Interest Directors and five Shareholder Directors. The
Public Interest Directors are independent directors under the Companies Act.

The following table sets forth details of our Board:

Name, Designation, Address, Occupation, Age Other Directorships

Nationality, (in
Term and DIN years)

Ashok Chawla 65  Yes Bank Limited.

Designation: Chairman and Public Interest

Director

Address: E-11, (Mehrauli – Badarpur Road), Saket,

Delhi 110 017

Occupation: IAS (Retired)

Nationality: Indian

Term: Appointed for a period of three years with

effect from March 28, 2016 until March 27, 2019

DIN: 00056133

Ravi Narain 61  Crompton Greaves Consumer Electricals Limited;

Designation: Vice-Chairman and Shareholder  HDFC Standard Life Insurance Company Limited;
Director
 Indostar Capital Finance Limited;
Address: B-3, Diwan Shree Apartments 30,
Ferozeshah Road, New Delhi 110 001  National Commodity and Derivatives Exchange Limited;

Occupation: Professional  National Securities Clearing Corporation Limited;

Nationality: Indian  National Securities Depository Limited;
Term: Appointed for a period of five years with  NSDL e-Governance Infrastructure Limited; and
effect from April 1, 2013 until March 31, 2018
 PI Industries Limited.
DIN: 00062596

Abhay Havaldar 55  IBS Software Pte. Ltd., Singapore; and

Designation: Shareholder Director  United Tele Shopping and Marketing Company Limited.
Address: Sea Mist, B Wing, Flat 1301, 13th floor,
Manuel Gonsalves Road, Off Turner Road, Bandra
(West), Mumbai 400 050

Occupation: Professional

Nationality: Indian

Term: Liable to retire by rotation

DIN: 00118280

191
 Name, Designation, Address, Occupation, Age Other Directorships
Nationality, (in
Term and DIN years)

Dinesh Kanabar 58  Capital First Limited; and

Designation: Public Interest Director  Shri Ram Spices Private Limited.

Address: 14A Sett Minar, Dr. Gopalrao Deshmukh
road, opposite Jaslok Hospital, Mumbai 400 026

Occupation: Professional

Nationality: Indian

Term: Appointed for a period of three years with

effect from July 13, 2016 until July 12, 2019

DIN: 00003252

Anshula Kant 56  The Clearing Corporation of India Limited; and

Designation: Shareholder Director  SBI-SG Global Securities Services Private Limited.

Address: 11-C, Kinellan Tower, 100-A, Napean
Sea Road, Malbar Hill, Mumbai 400 006

Occupation: Service

Nationality: Indian

Term: Liable to retire by rotation

DIN: 06998644

Naved Masood 61 Nil

Designation: Public Interest Director

Address: T 12, No. 802, Commonwealth Games

Village, Near Akshardham, New Delhi 110 092

Occupation: Professional

Nationality: Indian

Term: Appointed for a period of three years with

effect from July 13, 2016 until July 12, 2019

DIN: 02126497

T.V. Mohandas Pai 58  Ascendas Property Fund Trustee Pte Ltd;

Designation: Public Interest Director  Havells India Limited;

Address: 521, The Embassy, Ali Asker Road,  International Tax Research And Analysis Foundation
Bengaluru 560 052
 Invest Karnataka Forum;
Occupation: Professional
 Manipal Global Education Services Private Limited;
Nationality: Indian
 Manipal Health Enterprises Private Limited; and
Term: Appointed for a period of three years with
effect from July 13, 2016 until July 12, 2019  MEMG International India Private Limited.

192
 Name, Designation, Address, Occupation, Age Other Directorships
Nationality, (in
Term and DIN years)

DIN: 00042167

Prakash Parthasarathy 45  FabIndia Overseas Private Limited;

Designation: Shareholder Director  Napean Singapore;

Address: #5B, EPIP Zone, behind Sap Labs,  Sanctum Management PTE; and
Whitefield, Bengaluru 560 048
 PI International Holdings LLC.
Occupation: Professional

Nationality: American

Term: Liable to retire by rotation

DIN: 02011709

Dharmishta Raval 60  Cadila Healthcare Limited;

Designation: Public Interest Director  NOCIL Limited;

Address: 25, Saurabh Society, Drive In Road,  NSDL e-Governance Infrastructure Limited; and
Ahmedabad 380 009
 Torrent Power Limited.
Occupation: Professional

Nationality: Indian

Term: Appointed for a period of three years with

effect from February 5, 2016 until February 4,
2019

DIN: 02792246

Sunita Sharma 57  Larsen and Toubro Limited;

Designation: Shareholder Director  LICHFL Asset Management Company Limited;

Address: D-5, Jeevan Jyot, Setalwad Lane, Napean  LICHFL Care Homes Limited;
Sea Road, Mumbai 400 006
 LICHFL Financial Services Limited;
Occupation: Service
 LIC Housing Finance Limited; and
Nationality: Indian
 LIC Mutual Fund Asset Management Limited.
Term: Liable to retire by rotation

DIN: 02949529

Our Company has obtained the approvals for appointment and re-appointment of all the Directors in accordance with the
SECC Regulations.

Relationship between our Directors

None of our Directors are related to each other.

Arrangements or understandings with major Shareholders, customers, suppliers or others

None of our Directors have been appointed pursuant to any arrangement or understanding with major Shareholders,
customers, suppliers or others.

193
Brief Biographies of Directors

Ashok Chawla, is the Chairman and Public Interest Director of our Company. He holds a master’s degree in economics from
Delhi School of Economics. He has 43 years of experience in public service. He was an Indian Administrative Service Officer
and has held various posts in GoI, including as the secretary, Ministry of Civil Aviation, finance secretary, Ministry of
Finance and chairman of the FIPB. He served as the economic counsellor in the Indian Embassy in Washington. He was also
an alternate Governor for India at the World Bank and International Monetary Fund. Mr. Chawla has served as a member on
the board of the RBI, State Bank of India, Life Insurance Corporation of India and India Infrastructure Finance Company
Limited. In January 2011, he was appointed by the GoI as the chairman of a committee to examine the allocation and pricing
issues relating to scarce natural resources. Subsequently, he was appointed as chairman of the CCI and retired in January
2016. He has been associated with our Company since March 28, 2016.

Ravi Narain, is the Vice-Chairman and Shareholder Director of our Company. He holds a master in business administration
degree from the Wharton School, University of Pennsylvania, USA. He was the deputy managing director of our Company
since April, 1994 until November, 2000. Thereafter, from November, 2000 until March, 2013, he was the managing director
and chief executive officer of our Company. Mr. Narain has experience in stock exchange operations. He has been associated
with our Company since incorporation.

Abhay Havaldar, is a Shareholder Director of our Company. He holds a bachelor’s degree in electrical engineering from the
Mumbai University and a master’s degree in management from the London Business School. Previously, he was associated
with General Atlantic, a global growth equity firm as an Advisory Director. He was instrumental in establishing General
Atlantic’s India Office. He has experience of investing in the Indian markets including as a venture capitalist and a growth
investor. He is also a board member of the Society for Innovation and Entrepreneurship (“SINE”). He has been associated
with our Company since June 13, 2012.

Dinesh Kanabar, is a Public Interest Director of our Company. He is a qualified Chartered Accountant and a member of the
Institute of Chartered Accountants of India. Mr. Kanabar is the chief executive officer of Dhruva Advisors LLP. He has
experience in taxation matters. Previously, he was the deputy chief executive officer of KPMG in India. He has been
associated with our Company since July 13, 2016.

Anshula Kant, is a Shareholder Director of our Company. She holds a master’s degree in economics from the University of
Delhi. Previously, she has worked with the State Bank of India (“SBI”) for 33 years. She has experience in retail banking,
corporate credit, cross-border trade and banking in developed markets. She has also headed the Bombay circle of SBI as the
chief general manager covering the states of Maharashtra and Goa. At SBI, she has served as the general manager,
performance planning and review, corporate centre, Mumbai; chief executive officer, Singapore. She was also responsible for
launching retail operations for SBI in Singapore. She has been associated with our Company since October 19, 2016.

Naved Masood, is a Public Interest Director of our Company. He holds an honours degree in law from Aligarh Muslim
University. He has 38 years of experience in public service and diverse fields, including company law, finance and disaster
management. He was an Indian Administrative Service Officer and has held various posts in the GoI, including as, special
secretary and financial advisor in the Ministry of Health and Family Welfare, the Secretary in the Ministry of Corporate
Affairs and member on the board of SEBI. He has been associated with our Company since July 13, 2016.

T.V. Mohandas Pai, is a Public Interest Director of our Company. He is a qualified chartered accountant and a fellow
member of the Institute of Chartered Accountants of India. Mr. Pai is the chairman of Manipal Global Education Services
Private Limited. He co-founded AARIN Capital. He has served on the board of SEBI and is currently the Chairman of SEBI
Primary Markets Advisory Committee. Previously, he was associated with Infosys Limited and was its chief financial officer
and a member of its board of directors. He is on the board of trustees of the Akshaya Patra Foundation, Bangalore - a mid-day
meal program. He was awarded the Padma Shri in 2015. He has been associated with our Company since July 13, 2016.

Prakash Parthasarathy, is a Shareholder Director of our Company. He holds a bachelor’s degree in computer science from
the Birla Institute of Technology and Science, Pilani and a post-graduate diploma in management from the Indian Institute of
Management, Bangalore. Mr. Parthasarathy is the Managing Partner and Chief Investment Officer of Premji Invest, since
October 2006. He is also working with Prazim Trading and Investment Company Private Limited, one of the companies
within the Premji Invest umbrella and is controlled by Mr. Azim Premji, chairman Wipro Limited. He has been associated
with our Company since May 30, 2012.

Dharmishta Raval, is a Public Interest Director of our Company. She holds a degree in law and is enrolled as an Advocate of
the Gujarat Bar Association since 1980. Previously, Ms. Raval was a director of Ace Derivates and Commodity Exchange
Limited and she is presently a member of the Advisory Committee of SEBI-Mutual Funds. Previously, she has also served on
the board of SEBI as an executive director. She is a practicing advocate at the Gujarat High Court. She has been involved in
matters relating to service law, banking laws, financial institutions, company law, labour laws and income tax. She has been

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associated with our Company since February 5, 2016.

Sunita Sharma, is a Shareholder Director of our Company. She holds a master’s degree in science from Delhi University.
Previously, she worked with Life Insurance Corporation of India. Besides her present role as a managing director and chief
executive officer of LIC Housing Finance Limited, she is also the managing director of LIC HFL Care Homes Limited. The
Institute of Economic Studies conferred her with the Udyog Rattan Award. In February 2015, ABP Real Estate Awards
presented her with Women Super Achiever in real estate sector. She received a certificate of achievement in the Outstanding
Category of the Asia Pacific Entrepreneurship Awards, 2016. She has been associated with our Company since October 19,
2016.

Confirmations

Except as disclosed below, none of our Directors is or was a director of any listed company during the last five years
preceding the date of this Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on any
stock exchanges or our Company.

Dharmishta Raval:

Sr. Particulars Details

No.
1. Name of the company Gujarat Themis Biosyn Limited
(“Gujarat Themis”)*
2. Name of the stock exchange(s) on which Gujarat Themis was listed BSE
3. Date of suspension on stock exchange(s) June 7, 2012
4. Whether suspended for more than three months No
5. Reasons for suspension and period of suspension, if the suspension has Not applicable
been for more than three months
6. Whether the suspension has been revoked Yes
7. Date of revocation of suspension, if the suspension has been revoked August 21, 2012
8. Term of directorship in Gujarat Themis October 30, 2009 and resigned with
effect from December 22, 2016
* Suspended due to scheme of capital reduction.

Except as disclosed below, none of our Directors is or was a director of any listed company which has been or was delisted
from any stock exchanges during the term of their directorship in such companies.

Dharmishta Raval:

Sr. No. Particulars Details

1. Name of the company Gujarat Themis
2. Name of the stock exchange(s) on which Gujarat Themis was listed Ahmedabad Stock Exchange Limited
3. Date of delisting on stock exchanges January 22, 2014
4. Whether the delisting was compulsory or voluntary delisting Voluntary delisting
5. Reasons for delisting Voluntarily delisted
6. Whether Gujarat Themis has been relisted No
7. Date of relisting, in the event Gujarat Themis is relisting Not applicable
8. Name of the stock exchange on which Gujarat Themis was relisted Not applicable
9. Term of directorship in Gujarat Themis October 30, 2009 and resigned with
effect from December 22, 2016

None of our Directors have been identified as Wilful Defaulters.

Neither our Directors nor their relatives hold any securities that are convertible into or exchangeable for Equity Shares,
including any options, warrants or other convertibles.

Remuneration of Public Interest Directors and Shareholder Directors of our Company

The Public Interest Directors and Shareholder Directors are being paid sitting fees for attending the meeting of our Board or a
committee thereof. The sitting fees for attending the meetings of our Board or Committees of our Board paid to our current
Public Interest Directors and Shareholder Directors in the Financial Year 2016 are as follows:

Sr. No. Name of the Director Remuneration (In ₹ million)

1. Ashok Chawla Nil

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 Sr. No. Name of the Director Remuneration (In ₹ million)
2. Ravi Narain 2.7
3. Abhay Havaldar 0.7
4. Prakash Parthasarathy 0.7
5. Dharmishta Raval 0.1

Except as disclosed below, no remuneration has been paid, or is payable, by our Subsidiaries and associate companies to the
Directors of our Company in the fiscal year 2016.

Sr. Name of the Name of the Subsidiary/ Associate Remuneration paid (₹ Other remuneration payable, if
No. Director company million) any (in ₹)
1. Ravi Narain NSCCL 1.7 Nil
NSDL 0.8 Nil
NSDL e-Governance 1.8 Nil
NSE Strategic Investment* 0.6 Nil
NSE Infotech** 0.4 Nil
PXIL*** 0.04 Nil
2. Dharmishta NSDL e-Governance 1.6 Nil
Raval NSDL 0.1 Nil
* Resigned from the directorship of NSE Strategic Investment with effect from July 29, 2016.

** Resigned from the directorship of NSE Infotech with effect from April 23, 2016.

*** Resigned from the directorship of PXIL with effect from November 21, 2016.

None of the Directors are a party to any bonus or profit sharing plan of our Company.

Shareholding of Directors in our Company

None of our Directors hold any Equity Shares in our Company as of the date of this Draft Red Herring Prospectus.

Our Articles of Association do not require our Directors to hold any qualification shares.

Shareholding of Directors in our Subsidiaries and associate companies

None of our Directors hold any equity shares in our Subsidiaries and associate companies as of the date of this Draft Red
Herring Prospectus.

Appointment of relatives of Directors to any office or place of profit

None of the relatives of our Directors currently hold any office or place of profit in our Company.

Interest of Directors

All our Public Interest Directors and Shareholder Directors, may be deemed to be interested to the extent of sitting fees
payable to them for attending meetings of our Board and committees thereof.

Our Directors may also be regarded as interested in the Equity Shares that may be Allotted, pursuant to the Offer, to the
companies, firms and trusts, in which they are interested as directors, members, partners, trustees and promoters. Ravi Narain
is associated with Oliver Wyman as an advisor. Ashok Chawla is associated with Cyril Amarchand Mangaldas, Indian Legal
Counsel to our Company, in an advisory capacity and as a member of its strategic advisory board. Dharmishta Raval is a
trustee of Indian School of Microfinance for Women, to which our Company is granting funds aggregating to approximately
₹4.2 million for Financial Year 2017 to promote financial literacy. None of our Directors will be deemed to be interested to
the extent of any dividends payable to them and other distributions in respect of the Equity Shares as they do not hold any
Equity Shares in our Company.

Our Directors have no interest in the promotion of our Company other than in the ordinary course of business.

Our Company has not entered into any service contracts with our Directors which provide for benefits upon termination of
employment of our Directors.

Further, our Directors have no interest in any property acquired within two years preceding the date of this Draft Red Herring
Prospectus or proposed to be acquired by our Company.

No loans have been availed by our Directors from our Company.

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Changes in our Board in the last three years preceding the date of the draft red herring prospectus

Name Date of appointment/ Reason

cessation
Chitra Ramkrishna December 2, 2016 Ceased to be Managing Director and Chief Executive
Officer
Anshula Kant October 19, 2016 Appointed as Shareholder Director
Sunita Sharma October 19, 2016 Appointed as Shareholder Director
Prakash Parthasarathy September 16, 2016 Re-appointed as Shareholder Director
Justice B. N. Srikrishna (Retd.) August 2, 2016 Ceased to be Public Interest Director
Dinesh Kanabar July 13, 2016 Appointed as Public Interest Director
T.V. Mohandas Pai July 13, 2016 Appointed as Public Interest Director
Naved Masood July 13, 2016 Appointed as Public Interest Director
S.B. Mathur March 28, 2016 Ceased to be Public Interest Director
Y.H. Malegam March 28, 2016 Ceased to be Public Interest Director
Srinivasa Murthy March 28, 2016 Ceased to be Public Interest Director
S. Sadagopan March 28, 2016 Ceased to be Public Interest Director
Ashok Chawla March 28, 2016 Appointed as Public Interest Director
Dharmishta Raval February 5, 2016 Appointed as Public Interest Director
Abhay Havaldar September 18, 2015 Re-appointed as Shareholder Director
S.B. Mainak August 25, 2015 Ceased to be Shareholder Director
Pratima Umarji August 11, 2015 Ceased to be Public Interest Director
Prakash Parthasarathy August 8, 2014 Re-appointed as Shareholder Director
Shyamala Gopinath February 20, 2014 Ceased to be Public Interest Director

Management Organisation Chart

Borrowing powers of our Board

Our Board is empowered to borrow money in accordance with Sections 179 and 180 of the Companies Act, 2013. Further, in
accordance with the Articles of Association, our Board has been empowered to borrow funds subject to certain conditions as
required to be met in accordance with applicable laws.

Key Management Personnel

J Ravichandran, aged 55, is the Chief Executive Officer In-charge of our Company. He holds a degree in commerce and a
degree in law. He is a qualified company secretary and a fellow member of the Institute of Company Secretaries of India. He
has headed finance, accounts, treasury, taxation, regulatory, legal, secretarial, strategic investments, shareholder relations and
corporate social responsibility functions from time to time, prior to being designated as the Chief Executive Officer In-charge
of our Company. He has been employed with our Company since August 12, 1994. He was paid a remuneration of ₹49.9
million (including deferred compensation of ₹ 5.8 million, if payable, for Financial Year 2016 after three years subject to
certain conditions and encashment of accrued leave of ₹ 5.0 million pertaining to earlier period) in the Financial Year 2016.

Ravi Varanasi, aged 54, is the Chief - Business Development Officer of our Company. He holds a bachelor’s degree in
science from the Andhra University. He is also a certified associate of the Indian Institute of Bankers and a certified anti-
money laundering specialist recognized by the Association of Certified Anti-Money Laundering Specialists. He has
experience in exchange operations, market regulation, business development and financial education. Previously, he has
worked with The Vysya Bank Limited as Officer (FX) and Senior Deputy Manager and has also worked with SBI. He has
been employed with our Company since July 3, 1995. He was paid a remuneration of ₹23.2 million in the Financial Year
2016.

Dr. V.R. Narsimhan, aged 59, is the Chief Regulatory Officer of our Company. He holds a master’s degree in commerce and
a master’s degree in business administration from the Osmania University. He holds a degree of doctor of philosophy in
business management from the Osmania University. He is a qualified company secretary and is a member of the Institute of
Company Secretaries of India. He has experience in capital markets, finance and academia. Previously, he worked with Kotak

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Mahindra Asset-Management Company Limited and with Kotak Mahindra Bank Limited, prior to which he worked at
National Securities Depository Limited as a Senior Vice President and as a Vice-President. He has worked with SEBI as the
Division Chief Grade ‘D’ and with Karvy Consultants Limited as the Vice-President. Prior to this, he worked at the Andhra
Pradesh State Financial Corporation as the Manager - Finance. He has also worked as a lecturer in Satavahana Institute of
Post- Graduate Studies, Karimnagar, Andhra Pradesh. He has been employed with our Company since May 30, 2013. He was
paid a remuneration of ₹20.9 million (including deferred compensation of ₹ 2.8 million, if payable, for Financial Year 2016
after three years subject to certain conditions) in the Financial Year 2016.

Yatrik Vin, aged 50, is the Chief Financial Officer of our Company. He holds a master’s degree in commerce from the
Mumbai University. He is also a qualified cost and works accountant and a member of the Institute of Cost Accountants of
India. He has experience in corporate strategy, taxation and finance, commercial, treasury, auditing and assurance, risk
management and corporate performance management systems. Previously, he worked with Godrej & Boyce MFG. Company
Limited, prior to which he worked at Raymond Synthetics Limited. He has been employed with our Company since February,
2000. He was paid a remuneration of ₹20.1 million in the Financial Year 2016.

G. M. Shenoy, aged 55, is the Chief Technology Officer – Operations of our Company. He holds a bachelor’s degree in
engineering from the Pune University, and a master’s degree in financial management from the Mumbai University. He has
experience in information technology relating to financial markets. Previously, he has worked at Indira Gandhi Institute of
Development Research as systems analyst cum programmer and with Mazagaon Dock Limited as a junior engineer 5. He has
also worked at The State Industrial and Investment Corporation of Maharashtra Limited as a Development Officer – I. He
was associated with our Company from October 16, 1993 to March 31, 2000. He was paid a remuneration of ₹10.9 million
(including encashment of accrued leave of ₹ 0.1 million pertaining to earlier period) in the Financial Year 2016.

Chandrashekar Mukherjee, aged 52, is the Chief People Officer of our Company. He holds a bachelor’s degree in
commerce from the Allahabad University and a post graduate diploma in personnel management and industrial relations from
the Institute of Engineering and Rural Technology, Allahabad. He has experience in human resources, business excellence,
administration and premises functions. Previously, he worked with Bennett, Coleman and Company Limited – The Times of
India Group as the Associate-Vice President of Human Resources and branch head of Mumbai, prior to which he served at
Cabot India Limited where he was in-charge of human resources. Prior to this, he worked at Colgate-Palmolive (India)
Limited as a Manager, Employee Relations and Development. He has also worked at Malvika Steel Limited as a Manager,
Human Resources Development. He has been employed with our Company since April 9, 2010. He was paid a remuneration
of ₹16.7 million in the Financial Year 2016.

S. Madhavan, aged 56, is the Company Secretary of our Company. He holds a bachelor’s degree in commerce from the
Mumbai University and a bachelor’s degree in law from the Mumbai University. He is a qualified company secretary and an
associate member of the Institute of Company Secretaries of India. He is also a qualified cost and works accountant. He has
experience in secretarial functions. Previously, he worked with JSW Energy Limited as a company secretary and at
Thirumalai Chemicals Limited as a company secretary. He has been employed with our Company since August 2, 2016.
Since he joined in August 2016 he was not paid any remuneration in the Financial Year 2016.

Sankarson Banerjee, aged 46, is the Chief Technology Officer - Projects of our Company. He holds a bachelor’s degree in
mathematics and a master’s degree in mathematics from the Indian Institute of Technology, Kharagpur. He also holds a post-
graduate diploma in management from the Indian Institute of Management, Calcutta. He has experience in information
technology. Previously, he worked with Accenture Services Private Limited, prior to which he worked at India Infoline
Limited as its Chief Information Officer. He has also worked at Pantaloon Retail (India) Limited as the Chief Executive
Officer – Future Bazaar and at Mphasis BFL Limited as an Architect. He has also served at TDA Capital Partners, Inc as
Venture Partner and at INDBAZAAR.com Limited as a Chief Operating Officer. He has also worked with IBM India Limited
as an Associate Technical Support Marketing Specialist. He has been employed with our Company since April 15, 2015. He
was paid a remuneration of ₹13.5 million in the Financial Year 2016.

Mayur Sindhwad, aged 41, is the Chief Operations Officer - Trading of our Company. He holds a bachelor’s degree in
commerce from the Mumbai University. He is a qualified cost and works accountant and is a member of the Institute of Cost
Accountants of India. He is also a qualified company secretary and an associate member of the Institute of Company
Secretaries of India. He has experience in trade operations and related development areas of our Company. Previously, he
worked with Edelweiss Securities Limited as the Assistant Vice-President, prior to which he served at Tata Consultancy
Services Limited (“TCS”) as an Associate Consultant. Prior to TCS, he worked as a Consultant at I-flex Solutions Limited.
Prior to this, he worked at Clearing Corporation of India Limited as a Manager and at Internet ExchangeNext.com Limited as
a Project Manager. He was employed with our Company as an Assistant Manager from December, 1995 to April, 2000
thereafter as a consultant from March, 2008 to May, 2009 and was promoted as a Vice President from April, 2014. He was re-
designated as the Head – Exchange Operations since June, 2014. He was paid a remuneration of ₹11.1 million (including
deferred compensation of ₹ 1.6 million, if payable, for Financial Year 2016 after three years subject to certain conditions) in
the Financial Year 2016.

Tarun Aiyar, aged 48, is the Chief Financial Officer – Group Investments and Shareholder Relations of our Company. He

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holds a bachelor’s degree in commerce from the Mumbai University and a post-graduate diploma in management from the
Indian Institute of Management, Lucknow. He is a qualified chartered accountant and is an associate member of the Institute
of Chartered Accountants of India. He has experience in capital markets, strategy, finance, treasury, investor relations and
mergers and acquisitions. Previously, he worked with Raymond Limited as Director – Finance, prior to which he served at
Aditya Birla Management Corporation Limited as Senior Vice-President. He has also worked at PricewaterhouseCoopers
Securities Private Limited as Associate Director. Prior to this, he worked at Kotak Mahindra Capital Company Limited as
Manager. Prior to this, he worked at Arthur Andersen & Co. He has been employed with our Company since September 15,
2015. He was paid a remuneration of ₹7.7 million in the Financial Year 2016.

M. Vasudev Rao, aged 48, is the General Counsel of our Company. He holds a bachelor’s degree in commerce and
bachelor’s degree in law from the Guru Ghasidas University, Bilaspur M.P. He is a qualified Company Secretary and a fellow
member of the Institute of Company Secretaries of India. He has experience in legal department. Previously, he worked with
Bennett, Coleman and Company Limited as an Assistant, Vice President in Legal and Secretarial Department, prior to which
he served at NSEIT Limited as a Senior Manager. He has also worked with Vans Information and Investor Services Limited
as a Company Secretary. He was employed with our Company as a Manager from April, 2000 to September, 2003 and as a
Vice-President since November, 2012. He was paid a remuneration of ₹10.5 million (including encashment of accrued leave
of ₹ 0.3 million pertaining to earlier period) in the Financial Year 2016.

Significant employees of our Subsidiaries

T. Venkata Rao, aged 59, is the managing director of our Subsidiary, NSCCL. He holds a bachelor’s degree in commerce
from the Andhra University and a bachelor’s degree in law from the Nagarjuna University. He has experience in clearing and
settlement, risk management and banking. He has been associated with us since December 21, 2000. He was paid a
remuneration of ₹16.5 million (including deferred compensation of ₹ 2.4 million, if payable, for Financial Year 2016 after
three years subject to certain conditions) in the Financial Year 2016.

Mukesh Agarwal, aged 49, is the managing director of IISL and DotEx. He holds a bachelor’s degree in electrical and
electronics engineering and a master’s degree in biological science from the Birla Institute of Technology and Science, Pilani,
Rajasthan. He also holds a degree in the master of management studies from the Mumbai University. He has more than 20
years of experience in financial services industry including Credit Rating, Mutual funds Research, Equity Research and
Indices. Previously, he worked with CRISIL Limited for 20 years from January, 1995 to January, 2015 with his last role
being as the President Research. He has been associated with us from January 16, 2015 to March 31, 2015 and was appointed
as the managing director of IISL and DotEx on April 1, 2015. He was paid a remuneration of ₹22.0 million in the Financial
Year 2016.

Muralidaran N, aged 56, is the managing director and chief executive officer of our Subsidiary, NSEIT Limited. He holds a
bachelor’s degree in science from the Annamalai University. He holds a master of science degree in mathematics from the
Annamalai University and a diploma in computer management from the Mumbai University. He holds masters in business
administration from the Indira Gandhi National Open University. He is responsible for planning the overall information
technology strategy, software development, information technology services of the exchange, information technology
operations eco-system and vendor management. Previously, he worked with IL&FS Education and Technology Services
Limited as the chief executive officer, prior to which he served at Bhabha Atomic Research Centre, The Hindustan
Construction Company Limited, The National Radio and Electronics Company Limited and Vidyut Metallics Limited. He has
been employed with our Company as Chief – Special Projects from April 1, 2013 to March 31, 2015. He was paid a
remuneration of ₹19.6 million (including encashment of accrued leave of ₹ 2.3 million pertaining to earlier period) in the
Financial Year 2016.

In accordance with the SEBI ICDR Regulations, the remuneration of our Key Management Personnel disclosed above
includes deferred compensation, if any, accrued for the year even if the compensation is payable at a later date. Further, in
addition to the remuneration disclosed above, our Key Management Personnel are entitled to gratuity and leave encashment
on a payment basis.

The above list of Key Management Personnel includes key management personnel of our Company under the Companies Act
and the SECC Regulations.

None of our Key Management Personnel are related to each other.

Other than the significant employees of our Subsidiaries and G.M. Shenoy, who is an employee of NSE Infotech, all our Key
Management Personnel are permanent employees of our Company.

There are no arrangements or understanding with major Shareholders, customers, suppliers or others, pursuant to which any
of our Key Management Personnel were selected as members of our senior management.

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Shareholding of Key Management Personnel

None of our Key Management Personnel hold any Equity Shares in our Company as of the date of this Draft Red Herring
Prospectus.

Bonus or profit sharing plan of the Key Management Personnel

Except for the annual performance bonus applicable to the Key Management Personnel, our Company does not have any
bonus or profit sharing plan for the Key Management Personnel.

Interests of Key Management Personnel

The significant employees of our Subsidiaries do not have any interest in our Company. The Key Management Personnel do
not have any interests in our Company other than to the extent of the remuneration or benefits, including health insurance and
post retirement / superannuation benefits available to certain Key Management Personnel and any other benefits which they
are entitled to as per their terms of appointment, reimbursement of expenses incurred by them during the ordinary course of
business.

Other than the contract of employment, our Company has not entered into any service contracts with our Key Management
Personnel which provide for benefits upon termination of employment of our Key Management Personnel.

Changes in Key Management Personnel of our Company

The changes in Key Management Personnel of our Company in the last three years are as follows:

Name Date of change Nature of Change

Ravi Varanasi December 5, 2016 Appointed as Chief Business Development Officer
J Ravichandran December 2, 2016 Appointed as Chief Executive Officer In-charge under Section 203
of the Companies Act, 2013
Chitra Ramkrishna December 2, 2016 Ceased to be Managing Director and Chief Executive Officer under
Section 203 of the Companies Act, 2013
S. Madhavan October 21, 2016 Appointed as Company Secretary under Section 203 of the
Companies Act, 2013 and Compliance Officer
J Ravichandran October 21, 2016 Ceased to be Company Secretary under Section 203 of the
Companies Act, 2013
Tarun Aiyar April 1, 2016 Appointed as Chief Financial Officer - Group Investments &
Shareholder Relations
G.M. Shenoy April 1, 2016 Appointed as Chief Technology Officer-Operations
Sankarson Banerjee April 1, 2016 Appointed as Chief Technology Officer - Projects
Tarun Aiyar September 15, 2015 Appointed as Head- Finance
Umesh Jain June 30, 2015 Ceased to be Chief Technology Officer
Sankarson Banerjee April 15, 2015 Appointed as Deputy Chief Technology Officer
J. Ravichandran April 1, 2015 Appointed as Group President (Finance & Legal)
M. Vasudev Rao April 1, 2015 Appointed as General Counsel
G. M. Shenoy April 1, 2015 Appointed as Senior Vice-President
Yatrik Vin April 1, 2015 Appointed as Financial Controller and Treasury Head and continues
as the Chief Financial Officer under Section 203 of the Companies
Act, 2013
Chandrashekhar Mukherjee April 1, 2015 Appointed as Chief People Officer
Kamala K. December 31, 2014 Ceased to be Vice President - Regulations
Mayur Sindhwad June 1, 2014 Appointed as Chief Operations Officer - Trading
R. Nanda Kumar May 31, 2014 Ceased to be Chief Operations Officer - Trading
Yatrik Vin May 6, 2014 Appointed as Chief Financial Officer under Section 203 of the
Companies Act, 2013
Chitra Ramkrishna May 6, 2014 Designated as Managing Director and Chief Executive Officer under
Section 203 of the Companies Act, 2013
J Ravichandran May 6, 2014 Designated as Company Secretary under Section 203 of the
Companies Act, 2013

Following persons have been idenitified as significant employees of our Subsidiaries for the purposes of this Draft Red
Herring Prospectus and the dates of appointment of such employees in their current designations are as follows:

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 Name Date of appointment Designation
T. Venkata Rao August 7, 2014 Appointed as managing director of our Subsidiary, NSCCL
Mukesh Agarwal April 1, 2015 Appointed as managing director of IISL and DotEx
Muralidaran N April 1, 2015 Appointed as managing director and chief executive officer of
our Subsidiary, NSEIT Limited

Payment or Benefit to officers of our Company

Except for the payment of remuneration or commission for services rendered by our officers, no amount or benefit has been
paid or given to any officer of our Company within the two preceding years or is intended to be paid or given.

Our Company has not issued any employee stock options in the past.

Corporate Governance

In terms of the SECC Regulations, the disclosure requirements and corporate governance norms as specified for listed
companies shall mutatis mutandis apply to a recognised stock exchange. Our Company is in compliance with the
requirements of the Listing Regulations, the SECC Regulations, the Companies Act and the SEBI ICDR Regulations in
respect of corporate governance requirements including constitution of our Board and committees thereof. Under the SECC
Regulations, our Board is required to include public interest directors, shareholder directors and a managing director. Our
Board currently does not have a Managing Director. For further details, our corporate governance framework is based on an
effective independent Board, separation of our Board’s supervisory role from the executive management team and
constitution of our Board committees, as required under law.

Our Board has been constituted in compliance with the Companies Act, the SECC Regulations and the Listing Regulations.
Our Board functions either as a full board or through various committees constituted to oversee specific functions. Our
executive management provides our Board or its committees detailed reports on its performance periodically.

In terms of Regulations 24(1) of the Listing Regulations, at least one independent director on the Board of our Company is
required to be appointed as a director on the board of directors of an unlisted material subsidiary of our Company i.e.
NSCCL. However, in terms of the SECC Regulations and the circular dated December 13, 2012 issued by SEBI, a public
interest director being an independent director of our Company is not permitted to be simultaneously appointed on the board
of any other recognised stock exchange or our Subsidiary. Accordingly, there are no independent directors on the board of
directors of NSCCL.

Currently, our Board has 10 Directors comprising five Shareholder Directors and five Public Interest Directors. Further, in
compliance with the Listing Regulations and the Companies Act, our Company has atleast one woman director on our Board.
The composition of our Board is in accordance with the SECC Regulations. Our Board and our executive management are
committed to constantly improve systems and procedures, governance, investor protection and disclosures.

Committees of our Board in accordance with Listing Regulations

In addition to the committees of our Board detailed below, our Board of Directors may, from time to time, constitute
committees for various functions.

Audit Committee

The members of the Audit Committee are:

1. Dinesh Kanabar, Public Interest Director (Chairman);

2. Ashok Chawla, Public Interest Director;

3. Naved Masood, Public Interest Director; and

4. Ravi Narain, Shareholder Director.

The Audit Committee was last re-constituted by a meeting of our Board held on November 9, 2016. Our Audit Committee
met four times during the immediately preceding Financial Year. The scope and functions of the Audit Committee are in
accordance with Section 177 of the Companies Act, 2013 and Regulation 18(3) of the Listing Regulations, its terms of
reference include the following:

1. Recommendation for appointment, remuneration and terms of appointment of auditors of our Company;

2. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

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3. Examination of the financial statement and the auditor’s report thereon;

4. Approval or any subsequent modification of transactions of our Company with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of our Company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related matters.

9. Call for comments of the auditors about internal control systems, the scope of audit, including the observations of
the auditors and review of the financial statement before their submission to our Board and may also discuss any
related issues with the internal and statutory auditors and the management of our Company.

10. Oversight of our Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;

11. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

12. Reviewing with the management, the annual financial statements and auditor’s report thereon before submission to
our Board for approval, with particular reference to:

a. Matters required to be included in the director’s responsibility statement to be included in our Board’s
report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

13. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

14. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue,
rights issue, preferential issue etc.) the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of the public or rights issue, and making appropriate recommendations to our Board to take steps in this
matter;

15. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;

16. Reviewing the adequacy of internal audit function, if any, including structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;

17. Discussion with internal auditors of any significant findings and follow up there on;

18. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to our
Board;

19. Discussion with statutory auditors before the audit commences, about nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;

20. To look into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;

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21. To review the functioning of the whistle blower mechanism;

22. Approval of appointment of the CFO (i.e, the whole-time finance director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience and background, etc. of the
candidate;

23. The Audit Committee shall mandatorily review the following information:

a. management discussion and analysis of financial condition and results of operations;

b. statements of significant related party transactions submitted by management;

c. management letters / letters of internal control weaknesses issued by the statutory auditors;

d. internal audit reports relating to internal control weaknesses; and

e. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the audit committee.

24. Carrying out any other function as the Audit Committee may deem fit with the approval of our Board.

Nomination and Remuneration Committee

The members of the Nomination and Remuneration Committee are:

1. Dinesh Kanabar, Public Interest Director (Chairman);

2. Ashok Chawla, Public Interest Director;

3. Ravi Narain, Shareholder Director; and

4. T.V. Mohandas Pai, Public Interest Director.

The Nomination and Remuneration Committee was last re-constituted by our Board on November 9, 2016. The scope and
functions of the Nomination and Remuneration Committee are in accordance with Section 178 of the Companies Act, 2013,
Regulation 19(4) of the Listing Regulations and Regulation 27 of the SECC Regulations. The terms of reference of the
Nomination and Remuneration Committee include the following:

1. formulate the criteria for determining qualifications, positive attributes and independence of a director;

2. recommend our Board a policy relating to the remuneration of our Directors, Key Managerial Personnel and other
employees;

3. determine the composition of our Board and the sub-committees of our Board and addressing issues of our Board
diversity;

4. ensure that appropriate procedures are in place to assess our Board membership needs and our Board effectiveness;

5. identifying persons who are qualified to become directors;

6. recommend to our Board appointment and removal of our Directors in accordance with policy and criteria laid
down;

7. carry out evaluation of every director’s performance;

8. recommend on the extension or continuation of the term of appointment of independent director on the basis of
performance evaluation of independent directors;

9. recommend compensation/sitting fee payable to our Non Whole-time Directors; decide on the annual performance
linked pay (variable pay) payable to managing director and chief executive officer and to approve annual increase in
the total pay payable to managing director and chief executive officer;

10. assist our Board’s overall responsibility relating executive compensation and recommend to our Board appropriate
compensation packages for Whole-time Directors and senior management personnel in such a manner so as to attract
and retain best available personnel for position of substantial responsibility with our Company;

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11. lay down criteria for personnel who may be appointed in senior management;

12. identify persons who may be appointed in senior management in accordance with the policy and criteria laid down;

13. recommend to our Board appointment and removal of personnel in senior management accordance with policy and
criteria laid down;

14. approve release of variable pay of Key Management Personnel under SEBI regulations withheld earlier;

15. to take note of decisions of the managing director and chief executive officer with regard to variable pay and fixed
pay of the Key Management Personnel under SEBI regulations;

16. review, approve and aid the Board in succession and emergency preparedness plan for key executives; and

17. determine the tenure of Key Management Personnel under SEBI regulations appointed in regulatory departments.

The Nomination and Remuneration Committee shall, while formulating the policy, ensure that,

1. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate our Directors
of the quality required to run our Company successfully;

2. relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

3. Remuneration to o u r Directors, Key Managerial Personnel and other Senior Management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the
working of our C ompany and its goals.

Stakeholders’ Relationship Committee

The members of the Stakeholders’ Relationship Committee are:

1. Ashok Chawla, Public Interest Director (Chairman);

2. Ravi Narain, Shareholder Director; and

3. T.V. Mohandas Pai, Public Interest Director.

The Stakeholders’ Relationship Committee was last re-constituted by our Board on November 9, 2016. This committee is
responsible for the redressal of shareholder grievances.

The scope and functions of the Stakeholders’ Relationship Committee are in accordance with Section 178 of the Companies
Act, 2013 and Regulation 20(4) of the Listing Regulations.

The terms of reference of the Stakeholders’ Relationship Committee of our Company under the Listing Regulations and the
Companies Act, 2013 include the following:

1. To consider and resolve the grievances of the security holders of the listed entity including complaints related to
transfer of shares, non-receipt of annual report and non-receipt of declared dividends.

Corporate Social Responsibility Committee

The members of the Corporate Social Responsibility Committee are:

1. Ravi Narain, Shareholder Director (Chairman);

2. Prakash Parthasarathy, Shareholder Director; and

3. T.V. Mohandas Pai, Public Interest Director.

The Corporate Social Responsibility Committee was last reconstituted by our Board on November 9, 2016. The scope and
functions of the Corporate Social Responsibility Committee are in accordance with Section 135 of the Companies Act.

The terms of reference of Corporate Social Responsibility Committee include:

1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the
activities to be undertaken by our Company;

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2. To recommend the amount of expenditure to be incurred on the Corporate Social Responsibility activities; and

3. To monitor the Corporate Social Responsibility Policy of our Company from time to time.

Other Committees

Our Company has constituted the following committees mandated under the relevant regulations prescribed by SEBI from
time to time:

1. Arbitration Committee;

2. Advisory Committee;

3. Committee to decide on Compulsory Delisting;

4. Defaulters’ Committee;

5. Disciplinary Action Committee;

6. Ethics Committee;

7. Independent Oversight Committee- Listing Function;

8. Independent Oversight Committee- Member Regulation;

9. Independent Oversight Committee- Trading and Surveillance;

10. Investor Services Committee;

11. Membership Selection Committee;

12. Public Interest Directors’ Committee;

13. Standing Committee on Technology; and

14. Sub-Committee for Monitoring Compliance of suggestions given in SEBI Inspection Report.

In addition to the above committees, our Company has constituted the following committees:

1. Business Development Committee;

2. Committee for Approval of Acquisition of Premises;

3. Investment Approval Committee;

4. Listing Committee;

5. Membership Recommendation Committee;

6. Negotiation Committee;

7. Premises Advisory Committee;

8. Pricing Committee;

9. Risk Assessment and Review Committee;

10. Sub-Broker Recognition Committee; and

11. Technology Budget Committee.

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 OUR GROUP COMPANIES

Pursuant to resolution dated November 29, 2016, our Board has noted that in accordance with the SEBI ICDR Regulations,
Group Companies shall include companies covered under applicable accounting standards and such other companies as
considered material by our Board. Our Board has approved that for the purpose of disclosure in connection with the Offer, a
company shall be considered material and disclosed as a Group Company if a material adverse change in such company, can
lead to a material adverse effect on our Company, our revenues and profitability. Pursuant to the aforesaid resolution, our
Board has approved that other than companies which constitute part of the related parties of our Company in accordance with
the applicable accounting standards (IND AS 24) as per the consolidated Restated Financial Information of our Company as
of and for the Financial Years 2012, 2013, 2014, 2015 and 2016 and for the six months ended September 30, 2016 (except
such companies that are consolidated in accordance with IND AS 110), there are no material group companies of our
Company. Accordingly, we have set out below the details of our Group Companies which have also been disclosed in this
Draft Red Herring Prospectus in “Financial Statements” beginning on page 215.

1. BFSI Sector Skill Council of India;

2. CAMS Investor Services Private Limited;

3. Computer Age Management Services Private Limited;

4. Market Simplified India Limited;

5. National Securities Depository Limited;

6. NSDL Database Management Limited;

7. NSDL e-Governance Infrastructure Limited;

8. Power Exchange India Limited; and

9. Receivables Exchange of India Limited.

Details of the top five Group Companies:

The top five Group Companies on the basis of turnover as of the last audited financial statements are as follows:

1. NSDL e-Governance Infrastructure Limited (“NSDL e-Governance”)

Corporate Information

NSDL e-Governance was incorporated on December 27, 1995 as National Securities Depository Limited, a public
company in India under the Companies Act, 1956 at Mumbai, Maharashtra. Pursuant to a demerger, the name of the
company was subsequently changed to NSDL e-Governance Infrastructure Limited and a fresh certificate of
incorporation was issued on December 19, 2012. NSDL e-Governance is engaged in the business of providing
information technology enabled e-governance services.

Financial Performance

The following table sets forth details of the audited financial results of NSDL e-Governance for the Financial Years
2016, 2015 and 2014:

(in ₹ million, except per share data)

Financial Year 2016 Financial Year 2015 Financial Year 2014
Equity Capital 400.0 400.0 400.0
Reserves (excluding revaluation reserves) 2,962.0 2413.0 1,989.0
and Surplus
Revenue from operations and other income 4,543.0 4,076.0 3,785.0
Profit/(Loss) after Tax 861.0 713.0 646.0
Basic EPS (in ₹) (face value ₹ 10 each) 21.5 17.8 16.2
Diluted EPS (in ₹) (face value ₹ 10 each) 21.5 17.8 16.2
Net asset value per share (in ₹) 84.1 70.3 59.7

There are no significant notes of the auditors in relation to the aforementioned financial statements for the last three
years.

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2. Computer Age Management Services Private Limited (“Computer Age”)

Corporate Information

Computer Age was incorporated on May 25, 1988 as a private company under the Companies Act, 1956 at Chennai,
Tamil Nadu. Computer Age is engaged in the business of registrar and transfer agent.

Financial Performance

The following table sets forth details of the standalone audited financial results of Computer Age for the Financial
Years 2016, 2015 and 2014:

(in ₹ million, except per share data)

Financial Year 2016 Financial Year 2015 Financial Year 2014
Equity Capital 487.6 487.6 487.6
Reserves (excluding revaluation reserves) 2,501.9 2,321.0 2,150.6
and Surplus
Revenue from operations and other income 4,428.7 3,721.5 3,197.1
Profit/(Loss) after Tax 813.5 696.4 619.4
Basic EPS (in ₹) (face value ₹ 10 each) 16.7 14.3 12.7
Diluted EPS (in ₹) (face value ₹ 10 each) 16.7 14.3 12.7
Net asset value per share (in ₹) 61.0 56.0 51.0

There are no significant notes of the auditors in relation to the aforementioned financial statements for the last three
years.

3. National Securities Depository Limited (“NSDL”)

Corporate Information

NSDL was incorporated on April 27, 2012 as NSDL Depository Limited, a public company under the Companies
Act, 1956 at Mumbai, Maharashtra and the name of the company was subsequently changed to National Securities
Depository Limited and a fresh certificate of incorporation was issued on January 3, 2013. NSDL is engaged in the
business of depository operations and other allied activities. SEBI has advised our Company to complete divestment
of 1.045% of the equity share capital of NSDL by March 31, 2017 in accordance with the Securities and Exchange
Board of India (Depositories and Participants) Regulations, 1996.

Financial Performance

The following table sets forth details of the audited financial results of NSDL for the Financial Years 2016, 2015 and
2014:

(in ₹ million, except per share data)

Financial Year 2016 Financial Year 2015 Financial Year 2014
Equity Capital 400.0 400.0 400.0
Reserves (excluding revaluation reserves) 3,770.7 3,071.1 2,751.6
and Surplus
Revenue from operations and other income 1,680.6 1,524.9 1,297.7
Profit/(Loss) after Tax 819.9 439.8 399.6
Basic EPS (in ₹) (face value ₹ 10 each) 20.5 11.0 10.0
Diluted EPS (in ₹) (face value ₹ 10 each) 20.5 11.0 10.0
Net asset value per share (in ₹) 104.3 86.8 78.8

There are no significant notes of the auditors in relation to the aforementioned financial statements for the last three
years.

4. NSDL Database Management Limited (“NSDL Database”)

Corporate Information

NSDL Database Management Limited was incorporated on June 22, 2004 as a public company under the Companies
Act, 1956 at Mumbai, Maharashtra. NSDL Database is engaged in the business of data processing, hosting and
related activities and web portals.

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 Financial Performance

The following table sets forth details of the audited financial results of NSDL Database for the Financial Years 2016,
2015 and 2014:

(in ₹ million, except per share data)

Financial Year 2016 Financial Year 2015 Financial Year 2014
Equity Capital 610.5 610.5 610.5
Reserves (excluding revaluation reserves) 245.0 117.3 40.5
and Surplus
Revenue from operations and other income 526.0 414.4 336.8
Profit/(Loss) after Tax 127.7 76.8 34.8
Basic EPS (in ₹) (face value ₹ 10 each) 10.0 10.0 10.0
Diluted EPS (in ₹) (face value ₹ 10 each) 2.1 1.3 0.6
Net asset value per share (in ₹) 14.0 11.9 10.7

There are no significant notes of the auditors in relation to the aforementioned financial statements for the last three
years.

5. Market Simplified India Limited (“Market Simplified”)

Corporate Information

Market Simplified was incorporated on October 9, 2000 as INXS Technologies Private Limited, a private company
under the Companies Act, 1956 at Chennai, Tamil Nadu and was converted into public company on August 13,
2006. Subsequently, the name of the company was changed to Market Simplified India Limited on August 28, 2012.
Market Simplified is engaged in the business of conceiving, evolving, designing, developing, acquiring, selling,
dealing in, distributing, marketing and trading, on its own or in association with others, all kinds of system and
application software and software products, customized software solutions, internet and e-commerce products and
web enabled solutions and dot.com portals.

Financial Performance

The following table sets forth details of the audited financial results of Market Simplified for the Financial Years
2016, 2015 and 2014:

(in ₹ million, except per share data)

Financial Year 2016 Financial Year 2015 Financial Year 2014
Equity Capital 150.2 150.2 150.2
Reserves (excluding revaluation reserves) (61.5) (64.2) (86.7)
and Surplus
Revenue from operations and other income 178.9 154.0 82.8
Profit/(Loss) after Tax 2.7 23.4 (77.4)
Basic EPS (in ₹) (face value ₹ 10 each) 0.2 1.6 (6.7)
Diluted EPS (in ₹) (face value ₹ 10 each) 0.2 1.6 -
Net asset value per share (in ₹) 1.4 2.0 2.9

Except as stated below, there are no significant notes of the auditors in relation to the aforementioned financial
statements for the last three years.

“We draw attention to Note 20(1) to the financial statements of the Financial Year 2014 regarding preparation of
these accounts on a going concern basis, although a substantial part of the Companies’ Net Worth stands eroded.
We were informed that the management of the company has taken various measures to make the operations of the
company viable. The appropriateness of the assumption of going concern is dependent on the company’s ability to
achieve the operating performance projections and/or infuse additional capital. Our opinion is not qualified in
respect of the said matter.”

Details of Group Companies with negative net worth

1. Power Exchange India Limited (“PXIL”)

Corporate Information

PXIL was incorporated on February 20, 2008 as a public company in India under the Companies Act, 1956 at

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 Mumbai, Maharashtra. PXIL is engaged in the business of providing electronic, nationwide platform for trading in
electricity. We have advised PXIL through our letter dated December 14, 2016, to consider taking immediate steps
to close down its business as early as possible and in any event not later than February 28, 2017, since PXIL has
been incurring heavy cash losses.

Financial Performance

The following table sets forth details of the audited financial results of PXIL for the Financial Years 2016, 2015 and
2014:

(in ₹ million, except per share data)

Financial Year Financial Year Financial Year
2016 2015 2014
Equity Capital 584.7 584.7 564.7
Reserves (excluding revaluation reserves) and (616.0) (591.5) (573.4)
surplus
Revenue from operations and other income 121.9 132.6 146.8
Profit/(Loss) after Tax (24.5) (18.1) (15.3)
Basic EPS (in ₹) (face value ₹ 10 each) (0.5) (0.4) (0.3)
Diluted EPS (in ₹) (face value ₹ 10 each) (0.5) (0.4) (0.3)
Net asset value per share (in ₹) (0.5) (0.1) (0.2)
(including 10% optionally convertible
redeemable preference shares)

Except as stated below, there are no significant notes of the auditors in relation to the aforementioned financial
statements for the last three years.

“For Financial Year 2016:

(a) Note 30 and 31 of the financial statements which indicate that the Company has accumulated losses and its
net worth has been fully eroded and has sought extension of time to comply with the minimum net worth
requirement of ₹ 25 Crores. However, for the reasons stated in the Note 31, the financial statements of the
Company have been prepared on a going concern basis.

(b) Note 2(e) of the financial statements regarding the Shareholding Pattern of the Company not being in
conformity with Regulation 19 and 20 of the Central Electricity Regulatory Commission (Power Market)
Regulations, 2010.

For Financial Year 2015

(a) Note 30 and 31 of the financial statements which indicate that the Company has accumulated losses and its
net worth has been fully eroded; the Company has incurred a net loss during the current and previous
year(s) and the Company is required to comply with the minimum networth requirement of ₹ 25 Crores on
or before September 30, 2015. However, the financial statements of the Company have been prepared by
the Company on a going concern basis for the reason stated in Note 31.

(b) Note 2(e) of the financial statements regarding the Shareholding Pattern of the Company not being in
conformity with Regulation 19 and 20 as specified in the Central Electricity Regulatory Commission
(Power Market) Regulations, 2010.

For Financial Year 2014

(a) We draw attention to Note 30(a) regarding seeking of extension of time to comply with the networth
requirement as specified in the Central Electricity Regulatory Commission (Power Market) Regulations,
2010 and preparation of Financial Statements on going concern basis though the networth of the Company
is fully eroded.

(b) We draw attention to Note 2(e) and 30(b) regarding seeking of extension of time to comply with the
Shareholding Pattern Regulation as specified in the Central Electricity Regulatory Commission (Power
Market) Regulations, 2010.”

Other Group Companies

The details of the other Group Companies are provided below:

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1. CAMS Investor Services Private Limited (“CAMS Investor”)

Corporate Information

CAMS Investor was incorporated on February 13, 2012 as a private company under the Companies Act, 1956 at
Chennai, Tamil Nadu. CAMS Investor carries on the business as a know your client (“KYC”) registration agency.

2. BFSI Sector Skill Council of India (“BFSI Sector”)

Corporate Information

BFSI Sector was incorporated on September 16, 2011 as a Section 25 company under the Companies Act, 1956 at
Mumbai, Maharashtra. BFSI Sector is engaged in the business of setting up of sectoral skill council to identify
measures and build a framework for enhancing professionalism and talent in the banking, financial services and
insurance sector in the country. BFSI Sector will act as a link between industry, government and education to build
the industry and help the nation to become a major player in this sector.

3. Receivables Exchange of India Limited (“Receivables Exchange”)

Corporate Information

Receivables Exchange was incorporated on February 25, 2016 as a public company under the Companies Act, 2013
at Mumbai, Maharashtra. Receivables Exchange is authorised to undertake the business of managing and operating
websites, portals, mobile applications and to create a virtual space and platform electronic platform(s). Receivables
Exchange has not yet commenced its operations.

Nature and Extent of Interest of Group Companies

 In the promotion of our Company

None of our Group Companies have any interest in the promotion of our Company.

 In the properties acquired or proposed to be acquired by our Company in the past two years before filing of this
Draft Red Herring Prospectus

None of our Group Companies is interested in the properties acquired by our Company in the two years preceding
the date of filing of this Draft Red Herring Prospectus, or proposed to be acquired.

 In transactions for acquisition of land, construction of building and supply of machinery

None of our Group Companies is interested in any transactions for the acquisition of land, construction of building
or supply of machinery.

Interest of the Promoters

Our Company is a professionally managed company and does not have any identifiable promoter in terms of the SEBI ICDR
Regulations.

Common Pursuits between our Group Companies and our Company

There are no common pursuits among any of our Group Companies and our Company.

Related Business Transactions within our Group Companies and significance on the financial performance of our
Company

For details in relation to related business transactions, see “Related Party Transactions” beginning on page 212.

Significant Sale / Purchase with our Group Companies

Our Company is not involved in any sales or purchases with any of our Group Companies where such sales or purchases
exceed in value in the aggregate of 10% of the total sales or purchases of our Company.

Business Interest of Group Companies

Except as disclosed in “Related Party Transactions” on page 212, our Group Companies do not have any business or other
interest in our Company:

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Defunct Group Companies

None of our Group Companies remain defunct and no application has been made to the relevant registrar of companies for
striking off the name of any of our Group Companies, during the five years preceding the date of this Draft Red Herring
Prospectus.

However, we have advised PXIL through our letter dated December 14, 2016, to consider taking immediate steps to close
down its business as early as possible and in any event not later than February 28, 2017, since PXIL has been incurring heavy
cash losses.

Loss making Group Companies

The details of loss making group companies are set out below:

(in ₹ million)
Name of Group Company Profit / (loss)
Financial Year 2016 Financial Year 2015 Financial Year 2014
PXIL (24.5) (18.1) (15.3)

Other Confirmations

No equity shares of our Group Companies are listed on any stock exchange and none of our Group Companies have made any
public or rights issue of securities in the preceding three years. None of our Group Companies have issued debt securities
which are listed on the Stock Exchanges.

None of our Group Companies fall under the definition of sick companies under SICA and none of them is under winding up.

None of our Group Companies have been debarred or prohibited from accessing the capital market for any reasons by SEBI
or any other authorities.

None of our Group Companies have been identified as Wilful Defaulters.

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 RELATED PARTY TRANSACTIONS

For details of the related party transactions during the last five Financial Years and six months ended September 30, 2016, as
per the requirements under IND AS 24 “Related Party Disclosures”, see “Financial Statements – Annexure VI – Note 32” of
the consolidated Restated Financial Information and “Financial Statements – Annexure VI – Note 32” of the standalone
Restated Financial Information beginning on pages 283 and 384, respectively.

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 DIVIDEND POLICY

The declaration and payment of dividends will be recommended by our Board and approved by our Shareholders (as
applicable), at their discretion, subject to the provisions of the Articles of Association and applicable law, including the
Companies Act, the Listing Regulations and SECC Regulations. The dividend, if any, will depend on a number of internal as
well as external factors, including but not limited to capital requirements, earnings, contractual restrictions, applicable legal
restrictions, volatility in the capital markets, overall financial position of our Company, uncertainty in the economic
conditions and changes in the rate of dividend distribution tax.

Subject to the statutory provisions, as applicable and in order to reward our Shareholders to retain their confidence in our
Company, our Company intends to have a total dividend payout (including dividend distribution and other taxes, cess, levies,
if any relating to the dividend) of around 60% of the consolidated profit, net of tax, of our Company for the relevant financial
year, subject to the aforementioned factors and such other factors as may be decided by our Board from time to time.

The amounts paid as dividends in the past are not necessarily indicative of our Company’s dividend policy or dividend
amounts, if any, in the future. For details of risks in relation to our capability to pay dividend, see “Risk Factors – Our
Subsidiaries may not pay dividends on shares that we hold in them. Consequently, our Company may not receive any return
on investments in our Subsidiaries” on page 40.

The details of dividend paid by our Company in the last five Financial Years are given below:

Six months 2016(3) 2015 2014 2013 2012

ended
September
30, 2016
No. of equity shares of face value of ₹ 10 45.0 45.0 45.0 45.0 45.0 45.0
each (in million)
Dividend per equity share (in ₹) 73.0 79.5 68.0 50.0 40.0 21.0
Face value (in ₹)(1) 10.0 10.0 10.0 10.0 10.0 10.0
Rate of dividend 730% 795% 680% 500% 400% 210%
Total dividend paid (in ₹ million)(2) 3,285.0 3,577.5 3,060.0 2,250.0 1,800.0 945.0
(1)
During Financial Year 2017, our Company has subdivided each equity share of face value of ₹ 10 each fully paid up into 10 Equity
Shares of ₹ 1 each fully paid up.
(2)
During Financial Year 2017, our Company made bonus issue in the ratio of 1:10.
(3)
Includes one time special dividend of ₹7.50 per equity share.

213
 SECTION V: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

Financial Statements Page no.

Joint Auditors’ report on consolidated Restated Financial Information 215
Joint Auditors’ report on standalone Restated Financial Information 337

214
Khandelwal Jain & Co. Price Waterhouse & Co Chartered Accountants LLP
Chartered Accountants 252, Veer Savarkaar Marg,
12-B, Baldota Bhavan, 5th Floor, Shivaji Park Dadar,
Maharshi Karve Road, Churchgate, Mumbai – 400 028
Mumbai – 400 020

To
The Board of Directors
National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex,
Bandra (East)
Mumbai- 400 051

Auditors’ Report on Restated Consolidated Financial Information in connection with the

Initial Public Offering of National Stock Exchange of India Limited

Dear Sirs,

1. This report is issued in accordance with the terms of Price Waterhouse & Co Chartered Accountants
LLP agreement dated December 1, 2016 and Khandelwal Jain & Co., Chartered Accountants agreement
dated December 1, 2016 in connection with the proposed Initial Public Offering (IPO) of the National
Stock Exchange of India Limited (hereinafter referred to as the “Company”).

2. The accompanying restated consolidated financial information, expressed in Indian Rupees, in millions,
of the Company and its subsidiaries, associates and joint ventures (the Company and its subsidiaries,
associates and joint ventures together referred to as the “Group”) (refer Note 39 of Annexure VI to the
attached Restated Consolidated Financial Information) comprising Restated Consolidated Financial
Information in paragraph 8 below and Restated Other Consolidated Financial Information in
paragraph 11 below (hereinafter together referred to as “Restated Consolidated Financial
Information”), has been prepared by the Management of the Company in accordance with the
requirements of section 26 of part I of chapter III of the Companies Act 2013 (hereinafter referred to
as the “Act”) read with Rule 4 to Rule 6 of the Companies (Prospectus and Allotment of Securities)
Rules, 2014 (the “Rules”), item (IX) of Part A of Schedule VIII of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended to date in
pursuance of provisions of Securities and Exchange Board of India Act, 1992 read along with the SEBI
circular No. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016 on Clarification regarding
applicability of Indian Accounting Standards to disclosures in offer documents under the SEBI
Regulations (the “SEBI Regulations”) issued by the Securities and Exchange Board of India (the “SEBI”)
in connection with the Proposed Initial Public Offering of Equity Shares of the Company (the “Issue”)
by way of an offer for sale by the selling shareholders and has been approved by the Board of Directors
and initialed by us for identification purposes only.

3. The Restated Consolidated Financial Information, expressed in Indian Rupees, in millions, has been
prepared under Indian Accounting Standards ('Ind AS') notified under the Companies (Indian
Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 and have been
compiled by the management of the Company from the audited consolidated financial statements for
the years ended March 31, 2016, 2015, 2014, 2013 and 2012 (all of which were expressed in Indian
Rupees in crores) prepared under the previous generally accepted accounting principles followed in
India („Previous GAAP or Indian GAAP‟) and from the audited condensed consolidated financial
statements for the half year ended September 30, 2016 (all of which were expressed in Indian Rupees
in crores) prepared under Ind AS which have been approved by Board of Directors at their meetings
held on May 12, 2016, May 26, 2015, May 6, 2014, May 27, 2013, May 14, 2012 and December 19, 2016,
respectively. Audit of the consolidated financial statements of the Group prepared under the Indian
GAAP for financial years ended March 31, 2016, 2015, 2014, 2013 and 2012 was conducted solely by
M/s Khandelwal Jain & Co., Chartered Accountants. Accordingly, for the purpose of examination of the
above mentioned Restated Consolidated Financial Information, we have placed reliance on the
consolidated financial statements prepared under the Indian GAAP. M/s Price Waterhouse & Co
Chartered Accountants LLP have placed reliance on the audit reports issued thereon by M/s
Khandelwal Jain & Co., Chartered Accountants on respective dates mentioned above for these years. We

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 Auditors’ Report on Restated Consolidated Financial Information in connection with the
Initial Public Offering of National Stock Exchange of India Limited

have jointly examined the restatement adjustments, regrouping/reclassifications and adjustments

between the Indian GAAP and Ind AS.

4. The condensed consolidated financial statements of the Group for the half year ended September 30,
2016 prepared under Ind AS has been audited jointly by M/s Price Waterhouse & Co Chartered
Accountants LLP and M/s Khandelwal Jain & Co., Chartered Accountants.

Management’s Responsibility for the Restated Consolidated Financial Information

5. The preparation of the Restated Consolidated Financial Information, which is to be included in the
Draft Red Herring Prospectus (“DRHP”), is the responsibility of the Management of the Company and
has been approved by the Board of Directors, at its meeting held on December 19, 2016, for the
purpose set out in paragraph 23 below. The Management‟s responsibility includes designing,
implementing and maintaining internal control relevant to the preparation and presentation of the
Restated Consolidated Financial Information. The Management is also responsible for identifying and
ensuring that the Company complies with the laws and regulations applicable to its activities and with
the Rules and SEBI Regulations.

Auditors’ Responsibilities

6. Our work has been carried out in accordance with the Standards on Auditing under section 143(10) of
the Act, Guidance Note on Reports in Company Prospectuses (Revised 2016) and other applicable
authoritative pronouncements issued by the Institute of Chartered Accountants of India and pursuant
to the requirements of section 26 of the Act read with applicable provisions within Rule 4 to Rule 6 of
the Rules and the SEBI Regulations. Our work was performed solely to assist you in meeting your
responsibilities in relation to your compliance with the Act and the SEBI Regulations in connection
with the Issue.

7. Our examination of the Restated Consolidated Financial Information has not been carried out in
accordance with the auditing standards generally accepted in the United States of America (“U.S.”),
standards of the US Public Company Accounting Oversight Board and accordingly should not be
relied upon by any one as if it had been carried out in accordance with those standards or any other
standards besides the standards referred to in this report.

Opinion

8. In accordance with the requirements of section 26 of Part I of the Chapter III of the Act read with
Rules 4 to 6 of Companies (Prospectus and Allotment of Securities) Rules, 2014, the SEBI
regulations and the Guidance Note, we report that we have examined the following summarised
financial statements of the Group contained in Restated Consolidated Financial Information of the
Group which as stated in the Annexure V to this report have been arrived after making adjustments
and regrouping/reclassifications as in our opinion were appropriate and more fully described in
Annexure VII read with paragraph 12 below:
i. the “Restated Consolidated Statement of Assets and Liabilities ” as at September 30, 2016,
March 31, 2016, 2015, 2014, 2013 and 2012 (enclosed as Annexure I);
ii. the “Restated Consolidated Statement of Profit and Loss” for the half year ended September 30,
2016 and for the years ended March 31, 2016, 2015, 2014, 2013 and 2012 (enclosed as
Annexure II);
iii. the “Restated Consolidated Statement of Changes in Equity” for the half year ended September
30, 2016 and for the years ended March 31, 2016, 2015, 2014, 2013 and 2012 (enclosed as
Annexure III ); and
iv. the “Restated Consolidated Statement of Cash Flows” for the half year ended September 30,
2016 and for the years ended March 31, 2016, 2015, 2014, 2013 and 2012 (enclosed as Annexure
IV)

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Auditors’ Report on Restated Consolidated Financial Information in connection with the
Initial Public Offering of National Stock Exchange of India Limited

9. The Restated Consolidated Financial Information, expressed in Indian Rupees, in millions, has been
derived from the audited consolidated financial statements of the Group (all of which were expressed
in Indian Rupees in crores) read with paragraphs 3 and 4 above and paragraphs 11, 12,17, 18, 19, 20,
21 and 22 below, for the years ended March 31, 2016, 2015, 2014, 2013 and 2012 prepared under the
Indian GAAP and audited condensed consolidated financial statements for the half year ended
September 30, 2016 prepared under Ind AS (all of which expressed in Indian Rupees in crores).

10. Based on the above and according to the information and explanation given to us, we further report
that the Restated Consolidated Financial Information of the Group, as attached to this report and as
mentioned in paragraphs 8 above, read with basis of preparation and respective significant
accounting policies given in Annexure V as described in paragraph 11(i) have been prepared in
accordance with the Rules, and the SEBI Regulations and ;
(i) there have been no changes in accounting policies of the Group (as disclosed in Annexure VII to
this report);
(ii) have been made after incorporating adjustments for material amounts in the respective financial
years/ period to which they relate;
(iii) there are no qualifications in the Auditors‟ Report which require any adjustments; and
(iv) as per requirements of Indian Accounting Standards, there are no extra-ordinary items which
need to be disclosed separately.

11. At the Company‟s request, we have also examined the following Restated Other Consolidated
Financial Information relating to the Group as at September 30, 2016 and March 31, 2016, 2015,
2014, 2013 and 2012, and for the half year ended September 30, 2016 and for the years ended March 31,
2016, 2015, 2014, 2013 and 2012, proposed to be included in the DRHP, prepared by the
Management of the Company and as approved by the Board of Directors of the Company and annexed
to this report:
(i) Basis of preparation and significant accounting policies as enclosed in Annexure V;
(ii) Notes to the Restated Consolidated financial information as enclosed in Annexure VI;
(iii) Statement of adjustments to audited consolidated financial statements as enclosed in
Annexure VII;
(iv) Restated Consolidated statement of current investments as enclosed in Note 9 of Annexure
VI;
(v) Restated Consolidated statement of trade receivables as enclosed in Note 10 of Annexure VI;
(vi) Restated Consolidated statement of other financial assets (current) as enclosed in Note 6 of
Annexure VI;
(vii) Restated Consolidated statement of other financial assets (non-current) as enclosed in Note 5
of Annexure VI;
(viii) Restated Consolidated statement of other current assets as enclosed in Note 8 of Annexure VI;
(ix) Restated Consolidated statement of other non-current assets as enclosed in Note 7 of
Annexure VI
(x) Restated Consolidated statement of non-current investments as enclosed in Note 4 of
Annexure VI;
(xi) Restated Consolidated Statement of other non-current liabilities as enclosed in Note 22 of
Annexure VI;
(xii) Restated Consolidated Statement of other financial liabilities (non-current) as enclosed in
Note 15 of Annexure VI;
(xiii) Restated Consolidated statement of other income as enclosed in Note 26 of Annexure VI;
(xiv) Restated Consolidated statement of related party as enclosed in Note 32 of Annexure VI;

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Auditors’ Report on Restated Consolidated Financial Information in connection with the
Initial Public Offering of National Stock Exchange of India Limited

(xv) Restated Consolidated statement of accounting ratios for the Company as enclosed in
Annexure VIII;
(xvi) Restated Consolidated statement of capitalization for the Company as enclosed in Annexure
IX;
(xvii) Statement of Reconciliation between the Indian GAAP and Ind AS enclosed in Note 41 of
Annexure VI;
(xviii) Restated Statement of Dividend paid as enclosed in Annexure X.

According to the information and explanations given to us, in our opinion, the Restated Consolidated
Financial Information and the above Restated Other Financial Information contained in Annexures VI
to X accompanying this report, read with Summary of Significant Accounting Policies disclosed in
Annexure V, are prepared after making adjustments and regroupings as considered appropriate and
have been prepared in accordance with Section 26 of Part I of Chapter III of the Companies Act, 2013
read with Rules 4 to 6 of Companies (Prospectus and Allotment of Securities) Rules, 2014, SEBI
Regulations and the Guidance Note.

12. According to information and explanation given to us in our opinion, the Proforma Ind AS Restated
Consolidated Financial Information of the Group as at March 31, 2015, 2014, 2013 and 2012 and for the
years ended March 31, 2015, 2014, 2013 and 2012, read with Significant Accounting Policies disclosed
in Annexure V, are prepared after making proforma adjustments as mentioned in Note 41 of Annexure
VI and have been prepared in accordance Rules, SEBI Regulations and the Guidance Note on Reports in
Company Prospectuses (Revised 2016).

13. We have not audited any financial statements of the Group as of any date or for any period subsequent
to September 30, 2016. Accordingly, we do not express any opinion on the financial position, results or
cash flows of the Group as of any date or for any period subsequent to September 30, 2016.

14. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit
reports issued by us on the consolidated financial statements of the Company, nor should this report be
construed as a new opinion on any of the consolidated financial statements referred to herein.

15. We have no responsibility to update our report for events and circumstances occurring after the date of
the report.

Emphasis of Matter

16. We draw attention to Note 38 in Annexure VI to the Restated Consolidated Financial Information,
which describes the accounting treatment adopted by the Company in its Restated Consolidated
Financial Information in relation to the recording of expense on account of contributions made to Core
Settlement Guarantee Fund maintained by the subsidiary National Securities Clearing Corporation
Limited as per SEBI Regulations and for the reasons stated therein. Our opinion is not modified in
respect of this matter.

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Auditors’ Report on Restated Consolidated Financial Information in connection with the
Initial Public Offering of National Stock Exchange of India Limited

Other matters
17. The audit of the restated financial information of five subsidiaries included in the Restated
Consolidated Financial Information of the Group for the years ended March 31, 2016, 2015, 2014, 2013
and 2012 and six subsidiaries for the half year ended September 30, 2016, was conducted by other
auditors. The financial information of these subsidiaries after making restatement adjustments,
regrouping/reclassifications and adjustments between the Indian GAAP and Ind AS are included in the
Restated Consolidated Financial Information of the Group and examined by other auditors is tabulated
below:
(Amount in Rs. millions)

Particulars September March 31, March 31, March 31, March March
30, 2016 2016 2015 2014 31, 2013 31, 2012

Total Assets 101,513.5 55,744.6 47,266.8 65,189.6 42,066.1 46,475.5

Total Revenue from 3,179.8 6,163.9 5,797.0 4,784.7 4,643.5 5,223.6
operations
Net cash 40,092.7 6,260.0 (20,601.5) 19,695.3 (3,291.3) (133.7)
inflows/(outflows)

Accordingly, our opinion on examination of the Restated Consolidated Financial Information of the
Group, in so far as it relates to the amounts included in these Restated Consolidated Financial
Information relating to these subsidiaries, is based solely on the reports furnished to us by other
auditors.

18. The audit of the restated financial information of one subsidiary included in the Restated Consolidated
Financial Information of the Group for the years ended March 31, 2016, 2015, 2014, and 2013 and two
subsidiaries included in the Restated Consolidated Financial Information of the Group for the half year
ended September 30, 2016 was conducted solely by M/s Khandelwal Jain & Co., Chartered
Accountants. The financial information of these subsidiaries after making restatement adjustments,
regrouping/reclassifications and adjustments between the Indian GAAP and Ind AS are included in the
Restated Consolidated Financial Information of the Group and examined by M/s Khandelwal Jain &
Co., Chartered Accountants is tabulated below:
(Amount in Rs. millions)

September March 31, March 31, March 31, March 31,

30, 2016 2016 2015 2014 2013

Total Assets 9,759.6 9,673.0 9,008.3 8,249.8 434.1

Total Revenue from 288.3 702.8 759.7 25.0 0.2
operations
Net cash 31.0 2.1 0.04 (8.0) 8.0
inflows/(outflows)

Accordingly, for the purpose of examination of Restated Consolidated Financial Information, M/s Price
Waterhouse & Co Chartered Accountants LLP have placed reliance on the restated financial
information examined by M/s Khandelwal Jain & Co., Chartered Accountants and the reports issued
thereon by them.

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Auditors’ Report on Restated Consolidated Financial Information in connection with the
Initial Public Offering of National Stock Exchange of India Limited

19. The audit of the restated financial information of one associate included in the Restated Consolidated
Financial Information of the Group for the year ended March 31, 2012, two associates included in the
Restated Consolidated Financial Information of the Group for the year ended March 31, 2013 and three
associates included in the Restated Consolidated Financial Information of the Group for the years
ended March 31, 2016, 2015 and 2014 and for the half year ended September 30, 2016 was conducted
by other auditors. The Group‟s share of net profit/(loss) of these associates after making restatement
adjustments, regrouping/reclassifications and adjustments between the Indian GAAP and Ind AS are
included in the Restated Consolidated Financial Information of the Group and examined by other
auditors is tabulated below:

(Amount in Rs. millions)

Particulars September March 31, March 31, March 31, March March
30, 2016 2016 2015 2014 31, 2013 31, 2012

Group‟s share of net 552.9 909.1 729.0 335.4 240.5 234.2

profit/(loss)

Accordingly, our opinion on examination of the Restated Financial Information of the Group, in so far
as it relates to the amounts included in these Restated Consolidated Financial Information relating to
these associates, is based solely on the reports furnished to us by other auditors.

20. The restated standalone financial information of three subsidiaries included in the Restated
Consolidated Financial Information of the Group for the years ended March 31, 2012, two subsidiaries
included for the years ended March 31, 2013 and one subsidiary included for the year ended March 31,
2016, 2015, 2014 are unaudited and have been furnished to us by the Management. The restated
financial information of these subsidiaries included in the Restated Consolidated Financial Information
of the Group is tabulated below:
(Amount in Rs. millions)

Particulars March 31, March 31, March 31, March 31, March 31,
2016 2015 2014 2013 2012

Total Assets 49.5 48.6 52.6 159.6 129.3

Total Revenue from 89.9 103.8 96.2 116.2 71.6
operations
Net cash (2.5) (5.8) (7.5) 12.1 22.8
inflows/(outflows)

Accordingly, our opinion on examination of the Restated Consolidated Financial Information of the
Group, in so far as it relates to the amounts included in these Restated Consolidated Financial
Information relating to these subsidiaries, is based solely on such unaudited financial information. In
our opinion and according to the information and explanations given to us by the Management, these
restated financial information are not material to the Group.

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Auditors’ Report on Restated Consolidated Financial Information in connection with the
Initial Public Offering of National Stock Exchange of India Limited

21. The restated standalone financial information of two associates and a joint venture included in the
Restated Consolidated Financial Information of the Group for the years ended March 31, 2012, 2013
and March 31, 2014, one associate and a joint venture included in the Restated Consolidated Financial
Information of the Group for the year ended March 31, 2015, one associate and two joint ventures
included in the Restated Consolidated Financial Information of the Group for the year ended March 31,
2016 and two associates and a joint venture included in the Restated Consolidated Financial
Information of the Group for the half year ended September 30, 2016 are unaudited and have been
furnished to us by the Management. The Group‟s share of net profit/(loss) of these associates and joint
ventures included in the Restated Consolidated Financial Information of the Group is tabulated below:

(Amount in Rs. millions)

Particulars September March 31, March 31, March 31, March March
30, 2016 2016 2015 2014 31, 2013 31, 2012

Group‟s share of net 2.1 2.4 3.5 (21.1) (5.4) (38.7)

profit/(loss)

Accordingly, our opinion on examination of the Restated Consolidated Financial Information of the
Group, in so far as it relates to the amounts included in these Restated Consolidated Financial
Information relating to these associates and joint ventures, is based solely on such unaudited financial
information. In our opinion and according to the information and explanations given to us by the
Management, these restated financial information are not material to the Group.

22. Our opinion on the Restated Consolidated Financial Information is not modified in respect of the
matters stated in paragraphs 17, 18, 19, 20 and 21.

Restriction on Use

23. This report is addressed to and is provided to enable the Board of Directors of the Company to include
this report in the DRHP prepared in connection with the proposed Initial Public Offering of Equity
Shares of the Company by way of an offer for sale by the selling shareholders, to be filed by the
Company with the SEBI, Registrar of Companies, Mumbai and the concerned Stock Exchanges. Our
report should not be used, referred to or distributed for any other purpose except with our prior
consent in writing.

For Khandelwal Jain & Co. For Price Waterhouse & Co Chartered Accountants LLP
Chartered Accountants Firm Registration Number: 304026E/ E- 300009
Firm Registration Number: 105049W Chartered Accountants

Narendra Jain Sumit Seth

Partner Partner
Membership Number 048725 Membership Number 105869

Place: Mumbai Place: Mumbai

Date : December 20, 2016 Date : December 20, 2016

221
 NATIONAL STOCK EXCHANGE OF INDIA LIMITED

ANNEXURE I : RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(Rs.in Millions)
Notes / No. of As at 30.09.2016 As at 31.03.2016 As at 31.03.2015 As at 31.03.2014 As at 31.03.2013 As at 31.03.2012
Annexure VI Proforma Proforma Proforma Proforma

ASSETS

Non-current assets
Property, plant and equipment 2 4,958.9 5,071.8 4,958.1 4,523.8 4,490.3 3,956.5
Capital work-in-progress 2 200.2 150.6 56.3 103.8 159.4 74.2
Goodwill 3 673.5 673.5 673.5 673.5 17.6 17.6
Other intangible assets 3 506.3 458.8 332.0 351.7 394.7 444.1
Intangible assets under development 3 233.8 233.1 113.9 57.4 109.7 81.5
Investment in associates/ joint venture accounted for using the equity method 39 7,501.2 7,082.9 6,529.8 6,136.5 1,922.4 1,747.2
Financial assets
- Investments 4 27,303.0 32,147.6 15,358.5 10,221.7 4,075.6 5,535.5
- Other financial assets
Non-current bank balances 5 6,411.7 5,215.9 8,658.8 8,899.2 10,689.7 10,337.2
Others 5 341.1 638.5 341.5 756.5 331.4 440.8
Income tax assets (net) 21 3,103.8 2,841.2 989.2 1,114.8 1,006.4 994.4
Deferred tax assets (net) 19 (d) 27.4 18.6 1,587.3 1,408.5 822.2 290.9
Other non-current assets 7 182.8 142.4 240.8 199.9 158.3 166.7
Total non-current assets 51,443.7 54,674.9 39,839.7 34,447.3 24,177.7 24,086.6

Current assets
Inventories 0.2 0.3 0.4 0.1 0.1 0.4
Financial assets
- Investments 9 47,790.4 31,810.7 31,870.4 13,949.9 16,803.9 10,306.7
- Trade receivables 10 3,041.4 2,785.1 2,287.0 2,157.6 1,559.8 1,817.4
- Cash and cash equivalents 11 70,025.6 29,447.4 22,945.7 42,975.5 25,701.0 27,071.4
- Bank balances other than cash and cash equivalents 12 12,940.0 15,624.2 19,438.8 35,614.0 32,767.4 36,975.0
- Other financial assets 6 1,361.7 1,567.3 3,782.2 3,410.7 2,950.4 1,856.6
Other current assets 8 669.2 499.7 368.0 632.9 551.9 290.0
Total current assets 1,35,828.5 81,734.7 80,692.5 98,740.7 80,334.5 78,317.5

TOTAL ASSETS 1,87,272.2 1,36,409.6 1,20,532.2 1,33,188.0 1,04,512.2 1,02,404.1

EQUITY AND LIABILITIES
EQUITY
Equity share capital 13 a 450.0 450.0 450.0 450.0 450.0 450.0
Other equity Annexure III & 70,124.7 68,226.7 63,777.7 60,981.8 56,811.3 52,210.0
13 b
Equity attributable to owners of National Stock Exchange of India Limited 70,574.7 68,676.7 64,227.7 61,431.8 57,261.3 52,660.0
Non Controlling Interest 13 b - - - - 345.6 269.4
TOTAL EQUITY 70,574.7 68,676.7 64,227.7 61,431.8 57,606.9 52,929.4

CORE SETTLEMENT GUARANTEE FUND

- Core Settlement Guarantee Fund paid 37 15,577.0 9,973.0 6,754.7 - - -
- Core Settlement Guarantee Fund payable 37 3,036.3 6,858.1 5,227.7 4,501.2 2,194.0 -
18,613.3 16,831.1 11,982.4 4,501.2 2,194.0 -

LIABILITIES
Non-current liabilities
Other financial liabilities 15 88.6 85.7 80.3 75.7 71.8 68.5
Provisions 17 155.2 112.6 98.7 84.2 31.1 14.1
Deferred tax liabilities (net) 19 (d) 1,267.8 905.0 356.3 252.9 160.1 115.4
Other non-current liabilities 22 53.9 53.9 53.9 53.9 53.9 53.9
Total non-current liabilities 1,565.5 1,157.2 589.2 466.7 316.9 251.9

Current liabilities
Financial liabilities
- Deposits 24 17,873.0 16,751.5 16,635.7 16,790.4 16,928.9 16,990.7
- Trade payables 14 793.1 664.3 562.7 737.7 563.3 650.2
- Other financial liabilities 16 68,124.2 28,659.1 23,026.3 46,034.9 24,615.7 28,395.5
86,790.3 46,074.9 40,224.7 63,563.0 42,107.9 46,036.4
Provisions 18 578.0 486.0 386.5 334.2 213.7 410.1
Income tax liabilities (net) 20 357.5 182.6 517.3 490.4 607.6 592.7
Other current liabilities 23 8,792.9 3,001.1 2,604.4 2,400.7 1,465.2 2,183.6
Total current liabilities 96,518.7 49,744.6 43,732.9 66,788.3 44,394.4 49,222.8

TOTAL LIABILITIES 98,084.2 50,901.8 44,322.1 67,255.0 44,711.3 49,474.7

TOTAL EQUITY AND LIABILITIES 1,87,272.2 1,36,409.6 1,20,532.2 1,33,188.0 1,04,512.2 1,02,404.1

The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Consolidated Financial information appearing in Annexure VI and
Statement of adjustments to Audited Consolidated Financial Statement appearing in Annexure VII.

As per our report attached

For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W

Narendra Jain Ashok Chawla Dinesh Kanabar

Partner Chairman Director
Membership No.: 048725

For Price Waterhouse & Co Chartered Accountants LLP

Chartered Accountants
Firm's Registration no : 304026E / E-300009

Sumit Seth J Ravichandran Yatrik Vin S. Madhavan

Partner CEO Incharge Chief Financial Officer Company Secretary
Membership No.: 105869

Place : Mumbai
Date : December 20, 2016 222 Date : December 19, 2016
 NATIONAL STOCK EXCHANGE OF INDIA LIMITED

ANNEXURE II : RESTATED CONSOLIDATED STATEMENT OF PROFIT & LOSS

(Rs.in Millions)
Particulars Notes / No. of For the half year ended For the year ended For the year ended For the year ended For the year ended For the year ended
Annexure VI 31.03.2015 31.03.2014 31.03.2013 31.03.2012
30.09.2016 31.03.2016
Proforma Proforma Proforma Proforma
Income
Revenue from operations 25 10,337.2 18,635.4 17,296.0 13,630.9 12,801.9 13,614.4
Other income 26 3,097.9 4,956.3 5,614.4 5,575.4 5,334.3 4,395.7
Total income 13,435.1 23,591.7 22,910.4 19,206.3 18,136.2 18,010.1

Expenses
Employee benefits expense 27 1,222.1 2,179.8 1,891.4 1,744.5 1,745.2 1,648.6
Depreciation and amortisation expense 2&3 598.6 1,089.2 932.9 840.0 855.0 981.9
Other expenses 28 2,275.9 3,939.8 3,752.3 3,352.1 3,156.8 2,764.3
Total expenses 4,096.6 7,208.8 6,576.6 5,936.6 5,757.0 5,394.8
Profit before exceptional item, share of net profits of investments 9,338.5 16,382.9 16,333.8 13,269.7 12,379.2 12,615.3
accounted for using equity method and tax
Share of net profit of associates and joint ventures accounted by using
equity method 39 555.0 911.5 732.5 314.2 235.1 195.5
Profit before exceptional item and tax 9,893.5 17,294.4 17,066.3 13,583.9 12,614.3 12,810.8
Add : Profit on sale of investment in equity instruments of associates / - - - 441.8 - -
42
subsidiary
Profit before contribution to Core Settlement Guarantee Fund and
9,893.5 17,294.4 17,066.3 14,025.7 12,614.3 12,810.8
tax
Less : Contribution to Core Settlement guarantee fund (Core SGF) 37 & 38 (1,340.7) (2,343.3) (2,229.7) (2,548.2) (2,194.0) -
Profit before tax 8,552.8 14,951.1 14,836.6 11,477.5 10,420.3 12,810.8
Less : Tax expense
Current tax 19 (a) 2,363.5 3,020.3 4,878.6 4,452.4 3,814.2 3,935.5
Deferred tax expense 19 (a) 306.1 2,178.7 19.9 (496.1) (531.0) (44.1)
Total tax expenses 2,669.6 5,199.0 4,898.5 3,956.3 3,283.2 3,891.4

Net Profit after tax as restated (A) 5,883.2 9,752.1 9,938.1 7,521.2 7,137.1 8,919.4
Other comprehensive income
Items that will be reclassified to profit or loss
Changes in fair value of FVOCI debt instruments Annexure III 348.0 (79.7) (25.6) (15.0) (1.6) -
Income tax relating to items that will be reclassified to profit or loss
Changes in fair value of FVOCI debt instruments Annexure III (120.4) 27.6 8.9 5.1 0.5 -

Items that will not be reclassified to profit or loss

Remeasurements of post-employment benefit obligations Annexure III (103.6) (27.9) (42.3) 7.9 (28.4) (9.9)
Share of other comprehensive income of associates and Joint Ventures (5.6) (2.7) (13.0) 3.1 0.2 -
accounted for using the equity method
Changes in fair value of FVOCI equity instruments Annexure III 50.7 215.7 43.2 (995.0) (285.0) 728.6

Income tax relating to items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations Annexure III 41.4 9.2 11.5 (2.5) 8.9 3.3
Share of other comprehensive income of associates and Joint Ventures 1.9 0.9 4.4 (1.1) (0.1) -
accounted for using the equity method
Changes in fair value of FVOCI equity instruments Annexure III (4.3) (41.3) (7.4) (9.2) (53.8) 196.8

Total other comprehensive income for the period / year, net of taxes (B) 208.1 101.8 (20.3) (1,006.7) (359.3) 918.8

Total comprehensive income for the period / year as restated (A+B) 6,091.3 9,853.9 9,917.8 6,514.5 6,777.8 9,838.2
Annexure VII and
Material restatement adjustments 37 - 3,443.9 (313.6) (1,647.9) (1,482.3) -

Profit is attributable to :
Owners of National Stock Exchange of India Limited 5,883.2 9,752.1 9,938.1 7,486.7 7,052.1 8,848.7
Non Controlling Interest - - - 34.5 85.0 70.7

Other comprehensive income is attributable to :

Owners of National Stock Exchange of India Limited 208.1 101.8 (20.3) (1,006.7) (359.3) 918.8
Non Controlling Interest - - - - - -

Total comprehensive income is attributable to :

Owners of National Stock Exchange of India Limited 6,091.3 9,853.9 9,917.8 6,480.0 6,692.8 9,767.5
Non Controlling Interest - - - 34.5 85.0 70.7

Earnings per equity share from profit attributable to owners of the

Company (Face value of Rs.1 each)
29
After contribution to Core Settlement Guarantee Fund
- Basic and Diluted (Rs.) 11.9 19.7 20.1 15.1 14.2 17.9
Before contribution to Core Settlement Guarantee Fund
- Basic and Diluted (Rs.) 13.7 22.8 23.0 18.5 17.2 17.9

The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Consolidated Financial Information appearing in Annexure VI and Statement of
adjustments to Audited Consolidated Financial Statement appearing in Annexure VII.

As per our report attached

For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W

Narendra Jain Ashok Chawla Dinesh Kanabar

Partner Chairman Director
Membership No.: 048725

For Price Waterhouse & Co Chartered Accountants LLP

Chartered Accountants
Firm's Registration no : 304026E / E-300009

Sumit Seth J Ravichandran Yatrik Vin S. Madhavan

Partner CEO Incharge Chief Financial Officer Company Secretary
Membership No.: 105869

Place : Mumbai
Date : December 20, 2016 Date : December 19, 2016

223
ANNEXURE III : RESTATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(A) Equity share capital (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Balance as at (Rs. In Millions) 450.0 450.0 450.0 450.0 450.0 450.0

(B) Other Equity

(Rs.in Millions)
Reserves and Surplus Other Reserves
Foreign Non
Securities Total other
Retained Other reserves Total Reserves FVOCI equity FVOCI debt Currency Total other Controlling Total
Particulars premium Equity
earnings * ( Refer Note 13b) and Surplus instruments instruments Translation reserves Interests
reserve
Reserve
Balance as at 01.04.2016 400.0 66,215.2 601.3 67,216.5 1,090.9 (79.7) (1.0) 1,010.2 68,226.7 - 68,226.7
Profit for the period - 5,883.2 - 5,883.2 - - - - 5,883.2 - 5,883.2
Other Comprehensive Income - (65.9) - (65.9) 46.4 227.6 - 273.9 208.1 - 208.1
Appropriation to Core Settlement Guarantee Fund (net of tax) (Refer note 37) - (242.7) - (242.7) - - - - (242.7) - (242.7)
Transaction with owners in their capacity as owners
Dividend paid (including dividend distribution tax) - (3,950.6) - (3,950.6) - - - - (3,950.6) - (3,950.6)
Balance as at 30.09.2016 400.0 67,839.3 601.3 68,840.6 1,137.3 147.9 (1.0) 1,284.1 70,124.7 - 70,124.7

Balance as at 01.04.2015 400.0 61,892.1 598.3 62,890.4 916.5 (27.6) (1.6) 887.3 63,777.7 - 63,777.7
Transfer to Other Reserves - (3.0) 3.0 - - - - - - - -
Profit for the year - 9,752.1 - 9,752.1 - - - - 9,752.1 - 9,752.1
Other Comprehensive Income - (20.6) - (20.6) 174.4 (52.1) - 122.3 101.8 - 101.8
Appropriation to Core Settlement Guarantee Fund (net of tax) (Refer note 37) - (1,098.7) - (1,098.7) - - - - (1,098.7) - (1,098.7)
Changes in foreign currency translation reserve - - - - - - 0.6 0.6 0.6 - 0.6
Transaction with owners in their capacity as owners
Dividend paid (including dividend distribution tax) - (4,306.6) - (4,306.6) - - - - (4,306.7) - (4,306.7)
Balance as at 31.03.2016 400.0 66,215.2 601.3 67,216.5 1,090.9 (79.7) (1.0) 1,010.2 68,226.7 68,226.7

Balance as at 01.04.2014 - Proforma 400.0 59,115.8 598.3 60,114.1 880.7 (10.9) (2.1) 867.7 60,981.8 - 60,981.8
Profit for the year - 9,938.1 - 9,938.1 - - - - 9,938.1 - 9,938.1
Other Comprehensive Income - (39.4) - (39.4) 35.8 (16.7) - 19.1 (20.2) - (20.2)
Depreciation due to revised Companies Act, 2013 (net of tax) (Refer note 2) - (93.4) - (93.4) - - - - (93.4) - (93.4)
Appropriation towards Settlement Guarantee Fund (Refer note 37) - (3,448.9) - (3,448.9) - - - - (3,448.9) - (3,448.9)
Changes in foreign currency translation reserve - - - - - - 0.5 0.5 0.5 - 0.5
Transaction with owners in their capacity as owners
Dividend paid (including dividend distribution tax) - (3,580.2) - (3,580.2) - - - - (3,580.2) - (3,580.2)
Balance as at 31.03.2015 400.0 61,892.1 598.3 62,890.4 916.5 (27.6) (1.6) 887.3 63,777.7 - 63,777.7

Balance as at 01.04.2013 - Proforma 400.0 53,927.4 598.3 54,925.7 1,884.9 (1.0) 1.7 1,885.6 56,811.3 345.6 57,156.8
Profit for the year - 7,486.7 - 7,486.7 - - - - 7,486.7 34.5 7,521.2
Transfer to retained earnings of FVOCI equity investments, net of tax - 326.8 - 326.8 - - - - 326.8 - 326.8
Other Comprehensive Income - 7.4 - 7.4 (1,004.2) (9.9) - (1,014.1) (1,006.7) - (1,006.7)
Changes in foreign currency translation reserve - - - - - - (3.8) (3.8) (3.8) - (3.8)
Transaction with owners in their capacity as owners
Dividend paid (including dividend distribution tax) - (2,632.5) - (2,632.5) - - - - (2,632.5) - (2,632.5)
Transactions with Non Controlling Interests (Acquisition - Refer note 39) - - - - - - - - - (380.1) (380.1)
Balance as at 31.03.2014 400.0 59,115.8 598.3 60,114.1 880.7 (10.9) (2.1) 867.7 60,981.8 - 60,981.8

Balance as at 01.04.2012 - Proforma 400.0 48,986.9 598.3 49,985.2 2,223.8 - 1.0 2,224.8 52,210.0 269.4 52,479.4
Profit for the year - 7,052.1 - 7,052.1 - - - - 7,052.1 85.0 7,137.2
Other Comprehensive Income - (19.5) - (19.5) (338.8) (1.0) - (339.9) (359.3) - (359.3)
Changes in foreign currency translation reserve - - - - - - 0.7 0.7 0.7 - 0.7
Transaction with owners in their capacity as owners -
Dividend paid (including dividend distribution tax) - (2,092.1) - (2,092.1) - - - - (2,092.1) - (2,092.1)
Transactions with Non Controlling Interests - - - - - - - - - (8.9) (8.9)
Balance as at 31.03.2013 400.0 53,927.4 598.3 54,925.7 1,884.9 (1.0) 1.7 1,885.6 56,811.3 345.6 57,157.0

224
 Balance as at 01.04.2011 - Proforma 400.0 38,987.2 2,803.9 42,191.1 1,298.4 - 1.0 1,299.4 43,490.5 198.7 43,689.2
Transferred to Retained Earnings (General Reserve) 2,200.0 (2,200.0) - - - -
Utilisation of other reserves - - (5.6) (5.6) - - - - (5.6) (5.6)
Profit for the year - 8,848.7 - 8,848.7 - - - - 8,848.7 70.7 8,919.4
Other Comprehensive Income - (6.6) - (6.6) 925.4 - - 925.4 918.8 - 918.8
Transfer to retained earnings of FVOCI equity investments - 51.8 - 51.8 - - - - 51.8 - 51.8
Transaction with owners in their capacity as owners
Dividend paid (including dividend distribution tax) - (1,094.2) - (1,094.2) - - - - (1,094.2) - (1,094.2)
Balance as at 31.03.2012 400.0 48,986.9 598.3 49,985.2 2,223.8 - 1.0 2,224.8 52,210.0 269.4 52,479.4

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012

* Includes General Reserves 44,410.4 44,410.4 44,435.3 47,695.6 46,371.6 41,785.1

The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Financial Information appearing in Annexure VI and Statement of adjustments to Audited Consolidated Financial
Statement appearing in Annexure VII.

As per our report attached

For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W

Narendra Jain Ashok Chawla Dinesh Kanabar

Partner Chairman Director
Membership No.: 048725

For Price Waterhouse & Co Chartered Accountants LLP

Chartered Accountants
Firm's Registration no : 304026E / E-300009

Sumit Seth J Ravichandran Yatrik Vin S. Madhavan

Partner CEO Incharge Chief Financial Officer Company Secretary
Membership No.: 105869

Place : Mumbai
Date : December 20, 2016 Date : December 19, 2016

225
 NATIONAL STOCK EXCHANGE OF INDIA LIMITED

ANNEXURE IV : RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS

(Rs.in Millions)
For the half year For the year For the year For the year For the year For the year
Notes ended 30.09.2016 ended 31.03.2016 ended 31.03.2015 ended 31.03.2014 ended 31.03.2013 ended 31.03.2012
Proforma Proforma Proforma Proforma

A) CASH FLOWS FROM OPERATING ACTIVITIES

PROFIT BEFORE INCOME TAX 8,552.8 14,951.1 14,836.6 11,477.5 10,420.3 12,810.8

Adjustments for
Depreciation and amortisation expense 2, 3 598.6 1,089.2 932.9 840.0 855.0 981.9
Interest income from financial assets at amortised cost 26 (770.0) (2,444.4) (2,894.7) (4,352.5) (4,452.5) (3,267.7)
Interest income from investment at designated at fair value 26 (325.8) (810.5) (148.2) (24.5) (0.8) -
through other comprehensive income
Dividend income 26 (26.5) (15.0) (13.7) (155.3) (314.7) (373.0)
Net gain on financial assets mandatorily measured at fair value 26 (1,191.6) (30.8) (87.4) (135.0) 34.6 (57.1)
through profit or loss
Net gain on sale of investments 26 (727.2) (1,343.2) (1,962.9) (312.8) (117.3) (219.5)
Net (gain) / loss on disposal of property, plant and equipment 26, 28 (1.4) (60.5) 2.5 6.0 7.9 4.8

Doubtful debts written off 28 0.7 0.6 0.4 0.1 - 1.0

Provision for Doubtful Debts 28 - 2.1 1.0 0.4 - -
Profit on sale of investment in equity instruments of associates / 42 - - - (441.8) - -
subsidiary
Impairment in value of Investments 28 50.1 - - - - -
Share of net profit of associates and joint ventures accounted by (555.0) (911.5) (732.5) (314.2) (235.1) (195.5)
using equity method

Change In operating assets and liabilities

(Increase)/Decrease in trade receivables 10 (257.0) (500.8) (130.8) (598.3) 257.6 140.6
(Increase)/Decrease inventories 0.1 0.1 (0.3) - 0.3 (0.1)
Increase/(Decrease) in trade payables 14 128.8 101.6 (175.0) 174.4 (86.9) 17.4
(Increase)/Decrease in other financial assets 5, 6 454.9 1,774.4 (246.8) (240.5) (340.2) 24.4
(Increase)/Decrease in other assets 7, 8 (200.0) (113.7) 267.2 (100.8) (281.2) 22.8
Increase/(Decrease) in other financial liabilities 15, 16 39,476.0 5,568.7 (23,013.3) 21,520.1 (3,907.3) (4,185.6)
Increase/(Decrease) in provisions 17, 18 31.1 85.4 24.5 181.5 (207.7) 65.3
Increase/(Decrease) in other liabilities 22, 23 5,793.0 391.9 208.5 926.8 (718.0) 166.2
Refund / proceed of deposit 24 1,121.4 115.7 (154.6) (138.5) (61.8) 0.4
Change in Core Settlement Guarantee Fund balance 1,539.5 3,750.0 4,032.3 2,307.2 2,194.0 -

CASH GENERATED / (USED) FROM OPERATIONS 53,692.4 21,600.4 (9,254.3) 30,619.8 3,046.2 5,937.1

Income taxes paid 19,20, 21 (2,451.2) (5,207.0) (4,726.1) (4,678.0) (3,811.3) (3,844.5)

NET CASH INFLOW / OUTFLOW FROM OPERATING 51,241.3 16,393.4 (13,980.4) 25,941.8 (765.1) 2,092.6
ACTIVITIES - TOTAL (A)

B) CASH FLOWS FROM INVESTING ACTIVITIES

Payment for property, plant and equipment 2, 3 (601.6) (1,405.1) (1,521.0) (1,514.7) (1,319.5) (855.6)
Proceeds from property, plant and equipment 2, 3 1.6 72.3 0.3 11.5 17.3 5.8
Payment / proceeds from investments 4, 9 (8,914.1) (15,037.3) (20,064.4) (5,799.6) (4,963.5) (83.4)
Payment for acquisition of subsidiary 39 - - - (1,000.6) - -
Payment / proceeds from fixed deposits 5, 12 1,488.4 7,257.5 16,415.6 (1,056.1) 3,855.1 (3,126.2)
Interest received 5, 26 1,286.7 3,512.6 2,686.6 3,549.5 3,591.6 2,587.4
Dividend received 26 26.5 15.0 13.7 155.3 314.7 373.0

NET CASH INFLOW / (OUTFLOW) FROM INVESTING (6,712.5) (5,585.0) (2,469.2) (5,654.7) 1,495.7 (1,099.0)
ACTIVITIES - TOTAL (B)

C) CASH FLOWS FROM FINANCING ACTIVITIES

Transactions with Non Controlling Interest - - - (380.1) (8.9) -

Dividend paid (including dividend distribution tax) 13b (3,950.6) (4,306.7) (3,580.2) (2,632.5) (2,092.1) (1,094.3)

NET CASH OUTFLOW FROM FINANCING ACTIVITIES - TOTAL (3,950.6) (4,306.7) (3,580.2) (3,012.6) (2,101.0) (1,094.3)

NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (A)+(B)+(C) 40,578.2 6,501.7 (20,029.8) 17,274.5 (1,370.4) (100.7)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF 11 29,447.4 22,945.7 42,975.5 25,701.0 27,071.4 27,172.1
THE PERIOD

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD * 11 70,025.6 29,447.4 22,945.7 42,975.5 25,701.0 27,071.4

* Includes amount received from members towards settlement

obligation and margin money. (Refer Note 11 & 16)

NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENT 40,578.2 6,501.7 (20,029.8) 17,274.5 (1,370.4) (100.7)

Reconciliation of cash and cash equivalents as per the cash flow statement
Cash and cash equivalents as per above comprise of the following
Cash and cash equivalents 11 70,025.6 29,447.4 22,945.7 42,975.5 25,701.0 27,071.4
Bank overdrafts 11 - - - - - -
Balances per statement of cash flows 70,025.6 29,447.4 22,945.7 42,975.5 25,701.0 27,071.4

The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Ind AS - 7 on Statement of Cash Flow as notified under Companies (Accounts) Rules, 2015.
The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the restated financial information appearing in Annexure VI and Statement of adjustments to
Audited Consolidation Financial Statement appearing in Annexure VII.

The above condensed statement of cash flows should be read in conjunction with the accompanying notes.

As per our report attached

For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W

Narendra Jain Ashok Chawla Dinesh Kanabar

Partner Chairman Director
Membership No.: 048725

For Price Waterhouse & Co Chartered Accountants LLP

Chartered Accountants
Firm's Registration no : 304026E / E-300009

Sumit Seth J Ravichandran Yatrik Vin S. Madhavan

Partner CEO Incharge Chief Financial Officer Company Secretary
Membership No.: 105869

Place : Mumbai
Date : December 20, 2016 Date : December 19, 2016

226
National Stock Exchange of India Limited

Annexure V - Basis of Preparation and Significant Accounting Policies

Background

The National Stock Exchange of India Limited (“NSE” or “the Company” or “the Group”) established in 1992
is the first demutualized electronic exchange in India. NSE was the first exchange in the country to provide a
modern, fully automated screen-based electronic trading system which offered easy trading facility to the
investors spread across the country. NSE offers trading in equity, equity derivatives, debt and currency
derivatives segments.

Note 1: Basis of preparation and significant accounting policies

I. Basis of preparation

The Restated Consolidated Statement of Assets and Liabilities of NSE as at September 30, 2016, March 31,
2016, 2015, 2014, 2013 and 2012, the Restated Consolidated Statement of Profit and Loss, the Restated
Consolidated Statement of Changes in Equity and the Restated Consolidated Statement of Cash flows for
the half years ended September 30, 2016 and for the years ended March 31, 2016, 2015, 2014, 2013 and
2012 and Restated Other Consolidated Financial Information (together referred as ‘Restated Consolidated
Financial Information’) has been prepared under Indian Accounting Standards ('Ind AS') notified under the
Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013
to the extent applicable. The Restated Consolidated Financial Information have been compiled by the
Company from the Audited Consolidated Financial Statements of the Group for the respective years
(“Audited Consolidated Financial Statements”) prepared under the previous generally accepted accounting
principles followed in India (‘Previous GAAP or Indian GAAP’) and from the audited condensed Consolidated
financial statements for the half year ended September 30, 2016 prepared under Ind AS.
The Restated Consolidated Financial Information relates to the Company, its subsidiary companies, joint
venture and associates (collectively referred to as “the Group”).
In accordance with Ind AS 101 First-time Adoption of Indian Accounting Standard, the Group has presented
a reconciliation from the presentation of Restated Consolidated Financial Information under Accounting
Standards notified under the Companies (Accounting Standards) Rules, 2006 (“Previous GAAP or Indian
GAAP”) to Ind AS of Restated Consolidated Shareholders’ equity as at March 31, 2016, 2015, 2014, 2013,
2012 and April 1, 2011 and of the Restated Consolidated Statement of profit and loss for the year ended
March 31, 2016, 2015, 2014, 2013 and 2012.
The Restated Consolidated Financial Information have been prepared by the management in connection
with the proposed listing of equity shares of the Company by way of an offer for sale by the selling
shareholders, to be filed by the Company with the Securities and Exchange Board of India, Registrar of
Companies, Mumbai and the concerned Stock Exchange in accordance with the requirements of:
a) Section 26 read with applicable provisions within Rules 4 to 6 of the Companies (Prospectus and
Allotment of Securities) Rules, 2014 to the Companies Act, 2013; and

b) The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 issued by the Securities
and Exchange Board of India ("SEBI") on August 26, 2009, as amended to date in pursuance of
provisions of Securities and Exchange Board of India Act, 1992 read along with SEBI circular No.
SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 2016 (together referred to as the “SEBI regulations”).
These Restated Consolidated Financial Information have been compiled by the Company from the
Audited Consolidated Financial Statements and:
• there were no audit qualifications on these Restated consolidated financial statements,
• there were no changes in accounting policies under Previous GAAP during the years of these financial
statements,

227
 National Stock Exchange of India Limited

Annexure V - Basis of Preparation and Significant Accounting Policies

• material amounts relating to adjustments for previous years in arriving at profit/loss of the years to
which they relate, have been appropriately adjusted,
• adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities,
in order to bring them in line with the groupings as per the condensed audited consolidated financial
statements of the Group as at and for the half year ended September 30, 2016 prepared under Ind AS
and the requirements of the SEBI Regulations, and
• the resultant tax impact on above adjustments has been appropriately adjusted in deferred taxes in the
respective years to which they relate.
These Restated Consolidated Financial Information and Other Consolidated Financial Information were
reviewed by the Audit Committee and subsequently approved by the Board of Directors of the Company on
December 19, 2016.
II. Principles of consolidation and equity accounting

i) Subsidiaries

Subsidiaries are all entities over which the group has control. The Group controls an entity when the
Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries
are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
The acquisition method of accounting under Ind AS is used to account for business combinations by
the Group from the date of transition to Ind AS i.e. April 1, 2015. Prior to the date of transition to Ind
AS, business acquisition has been accounted based on previous GAAP.
The Group combines the financial statements of the parent and its subsidiaries line by line adding
together like items of assets, liabilities, equity, income and expenses. Intercompany transactions,
balances and unrealised gains on transactions between group companies are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence of an impairment of the
transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the Restated
Consolidated Statement of Profit and Loss, Restated Consolidated Statement of Changes in Equity
and Restated Consolidated Statement of Assets and Liabilities, respectively.
ii) Associates

Associates are all entities over which the Group has significant influence but not control or joint control.
This is generally the case where the Group holds between 20% and 50% of the voting rights.
Investments in associates are accounted for using the equity method of accounting (see (iv) below),
after initially being recognised at cost.

iii) Joint Arrangements

Under Ind AS 111 Joint Arrangements, investments in joint arrangements are classified as either joint
operations or joint ventures. The classification depends on the contractual rights and obligations of
each investor, rather than the legal structure of the joint arrangement. The Group has only joint
ventures.
Interests in joint ventures are accounted for using the equity method (see (iv) below), after initially
being recognised at cost in the Restated Consolidated Statement of Assets and Liabilities.

228
National Stock Exchange of India Limited

Annexure V - Basis of Preparation and Significant Accounting Policies

Transition to Ind AS

Upon first-time adoption of Ind AS, the Group has elected to measure its investments in joint ventures
and associates at the Previous GAAP carrying amount as its deemed cost on the date of transition to
Ind AS i.e., April 1, 2015. The Group has followed the same accounting policy choices (both
mandatory exceptions and optional exemptions availed as per Ind AS 101) as initially adopted on
transition date i.e. April 1, 2015 while preparing Proforma Restated Consolidated Financial Information
for the years ended March 31, 2015, 2014, 2013 and 2012. Accordingly, suitable restatement
adjustments in the accounting heads are made to the financial statements as of and for the years
ended March 31, 2015, 2014, 2013, 2012 and April 1, 2011.

iv) Equity method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted
thereafter to recognise the Group’s share of the post - acquisition profits or losses of the investee in
profit and loss, and the Group’s share of other comprehensive income of the investee in other
comprehensive income. Dividends received or receivable from associates and joint ventures are
recognised as a reduction in the carrying amount of the investment.
When the Group’s share of losses in an equity accounted investment equals or exceeds its interest in
the entity, including any other unsecured long-term receivables, the Group does not recognise further
losses, unless it has incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates and joint ventures are
eliminated to the extent of the group’s interest in these entities. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the asset transferred. Accounting
policies of equity accounted investees have been changed where necessary to ensure consistency
with the policies adopted by the Group.
The carrying amount of equity accounted investments are tested for impairment in accordance with the
policy described in note (g) below.
v) Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as
transactions with equity owners of the Group. A change in ownership interest results in an adjustment
between the carrying amounts of the controlling and non-controlling interests to reflect their relative
interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling
interests and any consideration paid or received is recognised within equity.

When the Group ceases to consolidate or equity account for an investment because of a loss of
control, joint control or significant influence, any retained interest in the entity is remeasured to its fair
value with the change in carrying amount recognised in statement of profit and loss. This fair value
becomes the initial carrying amount for the purposes of subsequently accounting for the retained
interest as an associate, joint venture or financial asset. In addition, any amounts previously
recognised in other comprehensive income in respect of that entity are accounted for as if the Group
had directly disposed of the related assets or liabilities. This may mean that amounts previously
recognised in other comprehensive income are reclassified to statement of profit and loss.
If the ownership interest in a joint venture or an associate is reduced but joint control or significant
influence is retained, only a proportionate share of the amounts previously recognised in other
comprehensive income are reclassified to statement of profit and loss where appropriate.

The Group has recorded changes in ownership interests before April 1, 2015 i.e. date of transition to
Ind AS as per the Previous GAAP. The Group has selected to measure its investments in joint
ventures, associates and subsidiaries at the Previous GAAP carrying amount as its deemed cost on
the date of transition to Ind AS i.e., April 1, 2015.

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 National Stock Exchange of India Limited

Annexure V - Basis of Preparation and Significant Accounting Policies

III. Significant accounting policies

The Restated Consolidated Financial Information have been prepared in accordance with the historical
cost basis, except as disclosed in the accounting policies below, and are drawn up in accordance with the
provisions of the Companies Act, 2013 and Indian Accounting Standards (“Ind AS”) notified under Section
133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and
other relevant provisions of the Act, to the extent applicable. The consolidated financial statements up to
year ended 31 March 2016 were prepared in accordance with Companies (Accounting Standard) Rules,
2006 (as amended) and other relevant provisions of the Act (“Previous GAAP or Indian GAAP”).

(i) Historical cost convention

The Restated Consolidated Financial Information have been prepared on a historical cost basis,
except for the following:
• certain financial assets that is measured at fair value, and
• defined benefit plans - plan assets measured at fair value

(a) Foreign currency translation and transactions

(i) Functional and presentation currency

Items included in the Restated Consolidated Financial Information of the Group are measured using
the currency of the primary economic environment in which the entity operates (‘the functional
currency’). The Restated Consolidated Financial Information are presented in Indian currency (INR),
which is the parent company functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies at the period end exchange rates are recognized in statement of profit and loss.

Non-monetary items that are measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined. Translation differences on assets and
liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation
differences on non-monetary assets and liabilities such as equity instruments held at fair value through
profit or loss are recognised in statement of profit and loss as part of the fair value gain or loss and
translation differences on non-monetary assets such as equity investments classified as FVOCI are
recognised in other comprehensive income.

(iii) Group Companies

The results and financial position of foreign operations that have a functional currency different
from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities are translated at the closing rate at the date of that balance sheet
• income and expenses are translated at average exchange rates (unless this is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the dates of the transactions),
and

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• all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in
foreign entities are recognised in other comprehensive income. When a foreign operation is sold,
the associated exchange differences are reclassified to statement of profit and loss, as part of the
gain or loss on sale.

(b) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed
as revenue are net of allowances, incentives, service taxes and amounts collected on behalf of third
parties.

The Group recognises revenue when the amount of revenue can be reliably measured and it is
probable that future economic benefits will flow to the entity. Revenue is recognised in the period when
the service is provided as per arrangements/agreements with the customers. The sources of revenue
are:

(i) Transaction charges – revenue is recognised on transactions in accordance with the Group’s fee
scales as and when the transaction occurs.

(ii) Subscription/ Datafeed Service and other fees – revenue is recognised on a straight-line basis
over the period to which the fee relates.

(iii) Book building fees – revenue is recognised at the time of completion of book building process.

(iv) Revenue from the sale of products (software product licenses, digital certificates and resale of
hardware and software) is recognised when the group transfers to buyer the significant risks and
rewards of ownership of the goods.

(v) Revenue from online examination services are recognised basis dates when exams are conducted
and revenue from e-learning activity is recognized on the basis of enrollment.

(vi) Revenue from consulting services (software development) is recognised in the accounting period
in which the services are rendered. For fixed-price contracts, revenue is recognised based on the
actual service provided to the end of the reporting period as a proportion of the total services to be
provided (percentage of completion method). Estimates of revenues, costs or extent of progress
toward completion are revised if circumstances change. Any resulting increases or decreases in
estimated revenues or costs are reflected in statement of profit and loss in the period in which the
circumstances that give rise to the revision become known by management.

(vii) Revenues from Information Technology and Process support charges, including maintenance are
recognised on time and material basis based on the terms agreed with the customers.

(viii) Others – all other revenue is recognised in the period in which the service is provided.

In respect of members who have been declared as defaulters by the Group all amounts (dues)
remaining to be recovered, net of available security and insurance cover available if any, till the date of
being declared as defaulters are written off as bad debts. All subsequent recoveries are accounted
when received.

Penal charges in respect of shortages due from the respective member is recognised in profit and loss
as part of other revenue to the extent such charges are recoverable in the period of declaration of
default.

Insurance claims are accounted on accrual basis when the claims become due and payable.

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(c) Inventory

The Inventory is valued at cost or net realisable value whichever is lower. Cost of inventories include
all other costs incurred in bringing the inventories to their present location and condition. Cost of
purchased inventory are determined after deducting rebates and discounts. Net realizable value is the
estimated selling price in the ordinary course of business less the estimated costs necessary to make
the sale.

(d) Income taxes

The income tax expense or credit for the period is the tax payable on the current period’s taxable
income based on the applicable income tax rate adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and to unused tax losses, if any.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the end of the reporting period. Management periodically evaluates positions taken in tax
returns with respect to situations in which applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the Restated
Consolidated Financial Information. However, deferred tax liabilities are not recognised if they arise
from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a business combination that at the
time of the transaction affects neither accounting profit nor taxable profit (tax loss). Deferred income
tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the
end of the reporting period and are expected to apply when the related deferred income tax asset is
realised or the deferred income tax liability is settled.

The carrying amount of deferred tax assets are reviewed at the end of each reporting period and are
recognised only if it is probable that future taxable amounts will be available to utilise those temporary
differences and losses.

Deferred tax liabilities are not recognised for temporary differences between the carrying amount and
tax bases of investments in subsidiaries, branches and associates and interest in joint arrangements
where the group is able to control the timing of the reversal of the temporary differences and it is
probable that the differences will not reverse in the foreseeable future.
Deferred tax assets are not recognised for temporary differences between the carrying amount and tax
bases of investments in subsidiaries, associates and interest in joint arrangements where it is not
probable that the differences will reverse in the foreseeable future and taxable profit will not be
available against which the temporary difference can be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset
and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in Restated Consolidated Statement of Profit and Loss, except
to the extent that it relates to items recognised in other comprehensive income or directly in equity. In
this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Dividend distribution tax paid on the dividends is recognised consistently with the presentation of the
transaction that creates the income tax consequence. Dividend distribution tax is charged to Restated

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Consolidated Statement of Profit and Loss if the dividend itself is charged to statement of profit and
loss. If the dividend is recognised in equity, the presentation of dividend distribution tax is recognised
in equity.

(e) Leases

As a lessee

Leases of property, plant and equipment and land where the Group, as lessee, has substantially
transferred all the risks and rewards of ownership are classified as finance leases. Finance leases are
capitalised at the lease’s inception at the fair value of the leased property or, if lower, the present value
of the minimum lease payments. The corresponding rental obligations, net of finance charges, are
included in other financial liabilities. Each lease payment is allocated between the liability and finance
cost. The finance cost is charged to the statement of profit and loss over the lease period so as to
produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the
Group as lessee are classified as operating leases. Payments made under operating leases (net of
any incentives received from the lessor) are charged to statement of profit and loss on a straight-line
basis over the period of the lease unless the payments are structured to increase in line with expected
general inflation to compensate for the lessor’s expected inflationary cost increases.

As a lessor

Lease income from operating leases where the Group is a lessor is recognised in income on a
straight-line basis over the lease term unless the receipts are structured to increase in line with
expected general inflation to compensate for the expected inflationary cost increases. The respective
leased assets are included in the Restated Consolidated Statement of Assets and Liabilities based on
their nature.

(f) Business Combinations

The acquisition method of accounting is used to account for all business combinations, regardless of
whether equity instruments or other assets are acquired. The consideration transferred for the
acquisition of a subsidiary comprises:

• the fair values of the assets transferred;

• liabilities incurred to the former owners of the acquired business;
• equity interests issued by the group; and
• fair value of any asset or liability resulting from a contingent consideration arrangement.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are, with limited exceptions, measured initially at their fair values at the acquisition date. The group
recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis
either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net
identifiable assets.

Acquisition-related costs are expensed as incurred.

The excess of the

• consideration transferred;
• amount of any non-controlling interest in the acquired entity, and
• acquisition-date fair value of any previous equity interest in the acquired entity

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over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are
less than the fair value of the net identifiable assets of the business acquired, the difference is
recognised in other comprehensive income and accumulated in equity as capital reserve provided
there is clear evidence of the underlying reasons for classifying the business combination as a bargain
purchase. In other cases, the bargain purchase gain is recognised directly in equity as capital reserve.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount rate used is the entity’s
incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an
independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a

financial liability are subsequently remeasured to fair value with changes in fair value recognised in
statement of profit and loss.

If the business consideration is achieved in stages, the acquisition date carrying value of the acquirers
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any
gains or losses arising from such remeasurement are recognised in statement of profit and loss or
other comprehensive income, as appropriate.
Transition to Ind AS

Upon first-time adoption of Ind AS, the Group has elected not to restate business combinations which
occurred prior to the transition date i.e. April 1, 2015. Accordingly, the Group has continued with its
business combination accounting under Previous GAAP up to the period ended March 31, 2015 i.e.
the excess of the cost of its investment in subsidiary over the Group’s portion of equity of the
subsidiary entity as at the date on which investment in subsidiary entity is made, is recognized in the
financial statement as Goodwill. The excess of Group’s share of equity and reserve of the subsidiary
company over the cost of acquisition is treated as Capital Reserve.

The Group has followed the same accounting policy choices (both mandatory exceptions and optional
exemptions availed as per Ind AS 101) as initially adopted on transition date i.e. April 1, 2015 while
preparing Proforma Restated Consolidated Financial Information for the years ended March 31, 2015,
2014, 2013 and 2012.

(g) Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are
tested annually for impairment, or more frequently if events or changes in circumstances indicate that
they might be impaired. Other assets are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other
assets or groups of assets (cash-generating units). Non-financial assets that suffered an impairment
are reviewed for possible reversal of the impairment at the end of each reporting period.

(h) Cash and cash equivalents

Cash and Cash equivalents includes cash on hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes
in value. These do not include bank balances earmarked/restricted for specific purposes.

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(i) Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method, less provision for impairment.

(j) Investments and other financial assets

(i) Classification

The Group classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income, or
through statement of profit and loss), and

• those measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and the
contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in statement of profit and
loss or other comprehensive income. For investments in debt instruments, this will depend on the
business model in which the investment is held. For investments in equity instruments, this will depend
on whether the Group has made an irrevocable election at the time of initial recognition to account for
the equity investment at fair value through other comprehensive income. The Group reclassifies debt
investments when and only when its business model for managing those assets changes.

(ii) Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through statement of profit and loss, transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair
value through statement of profit and loss are expensed in Restated Consolidated Statement of Profit
and Loss.

Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing
the asset and the cash flow characteristics of the asset. There are three measurement categories into
which the group classifies its debt instruments:

• Amortised cost: Assets that are held for collection of contractual cash flows where those cash
flows represent solely payments of principal and interest are measured at amortised cost. A gain
or loss on a debt investment that is subsequently measured at amortised cost and is not part of a
hedging relationship is recognised in statement of profit and loss when the asset is derecognised
or impaired. Interest income from these financial assets is included in finance income using the
effective interest rate method.
• Fair value through other comprehensive income (FVOCI): Assets that are held for collection of
contractual cash flows and for selling the financial assets, where the assets’ cash flows represent
solely payments of principal and interest, are measured at fair value through other comprehensive
income (FVOCI). Movements in the carrying amount are taken through OCI, except for the
recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses
which are recognised in profit and loss. When the financial asset is derecognised, the cumulative
gain or loss previously recognised in OCI is reclassified from equity to statement of profit and loss
and recognised in other gains/ (losses). Interest income from these financial assets is included in
other income using the effective interest rate method.

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• Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or
FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is
subsequently measured at fair value through profit or loss is recognised in statement of profit and
loss and presented net in the Restated Consolidated Statement of Profit and loss within other
gains/(losses) in the period in which it arises (except gains or loss on SGF investments which are
attributed directly to the fund balance). Interest income from these financial assets is included in
other income.
Equity investments (other than investments in associates and joint venture)

The Group subsequently measures all equity investments at fair value. Where the Group’s
management has elected to present fair value gains and losses on equity investments in other
comprehensive income, there is no subsequent reclassification of fair value gains and losses to
statement of profit and loss. Dividends from such investments continue to be recognised in statement
of profit and loss as other income when the Group’s right to receive payments is established.

Changes in the fair value of financial assets at fair value through profit or loss are recognised in other
gain/ (losses) in the statement of profit and loss. Impairment losses (and reversal of impairment
losses) on equity investments measured at FVOCI are not reported separately from other changes in
fair value.

(iii) Impairment of financial assets

The Group assesses on a forward looking basis the expected credit losses associated with its assets
carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends
on whether there has been a significant increase in credit risk.

For trade receivables only, the Group applies the simplified approach permitted by Ind AS 109, which
requires expected lifetime losses to be recognised from initial recognition of the receivables.

De-recognition of financial assets

A financial asset is de-recognised only when

• The Group has transferred the rights to receive cash flows from the financial asset or

• retains the contractual rights to receive the cash flows of the financial asset, but assumes a
contractual obligation to pay the cash flows to one or more recipients.

Where the Group has transferred an asset, it evaluates whether it has transferred substantially all risks
and rewards of ownership of the financial asset. In such cases, the financial asset is de-recognised.
Where the Group has not transferred substantially all risks and rewards of ownership of the financial
asset, the financial asset is not de-recognised.

Where the Group has neither transferred a financial asset nor retains substantially all risks and
rewards of ownership of the financial asset, the financial asset is de-recognised if the Group has not
retained control of the financial asset. Where the Group retains control of the financial asset, the asset
is continued to be recognised to the extent of continuing involvement in the financial asset.

(iv) Income recognition

Interest income

Interest income from debt instruments is recognised using the effective interest rate method. The
effective interest rate is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial assets to the gross carrying amount of a financial asset. When calculating

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the effective interest rate, the Group estimates the expected cash flows by considering all the
contractual terms of the financial instrument but does not consider the expected credit losses.

Dividends

Dividends are recognised in profit and loss only when the right to receive payment is established, it is
probable that the economic benefits associated with the dividend will flow to the Group, and the
amount of the dividend can be reliably measured.

(k) Financial liabilities

(i) Classification as debt or equity

Financial liabilities and equity instruments issued by the Group are classified according to the
substance of the contractual arrangements entered into and the definitions of a financial liability and an
equity instrument.
(ii) Initial recognition and measurement
Financial liabilities are recognised when the Group becomes a party to the contractual provisions of
the instrument. Financial liabilities are initially measured at the amortised cost unless at initial
recognition, they are classified as fair value through profit and loss.

(iii) Subsequent measurement

Financial liabilities are subsequently measured at amortised cost using the effective interest rate
method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all
changes in fair value recognised in the statement of profit and loss.

(iv) Derecognition

A financial liability is derecognised when the obligation specified in the contract is discharged,
cancelled or expires.

(l) Derivatives

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently re-measured to their fair value at the end of each reporting period.

(m) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the Restated Consolidated
Statement of Assets and Liabilities where there is a legally enforceable right to offset the recognised
amounts and there is an intention to settle on a net basis or realise the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events and must be
enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of
the Group or the counterparty.

(n) Property, plant and equipment (including CWIP)

Freehold land is carried at historical cost of acquisition. All other items of property, plant and
equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is
directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. The carrying amount of any component

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accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance
are charged to statement of profit and loss during the reporting period in which they are incurred.

Transition to Ind AS

On transition to Ind AS, the Group has elected to continue with the carrying value of all of its property,
plant and equipment recognised as at April1, 2015 measured as per the Previous GAAP and use that
carrying value as the deemed cost of the property, plant and equipment. The Group has followed the
same accounting policy choices (both mandatory exceptions and optional exemptions availed as per
Ind AS 101) as initially adopted on transition date i.e. April 1, 2015 while preparing Proforma Restated
Consolidated Financial Information for the years ended March 31, 2015, 2014, 2013 and 2012.
Accordingly, suitable restatement adjustments in the accounting heads are made to the financial
statements as of and for the years ended March 31, 2015, 2014, 2013, 2012 and April 1, 2011.

Depreciation methods, estimated useful lives and residual value

Depreciation is calculated using the straight-line method to allocate their cost, net of their residual
values, over their estimated useful lives or, in the case of certain leased furniture, fittings and
equipment, the shorter lease term as follows:

Building 60 years

Furniture and fixture 5 to 10 years

Office equipment 4 to 5 years

Electrical equipment 10 years

Computer systems office automation 3 years

Computer systems – others 4 years

Computer software 4 years

Telecommunication systems 4 years

Trading and Clearing systems 4 years

The property, plant and equipment including land acquired under finance leases is depreciated over
the asset's useful life or the lease term if there is no reasonable certainty that the Group will obtain
ownership at the end of the lease term.

The useful lives have been determined based on technical evaluation done by the management’s
expert which are not higher than those specified by Schedule II to the Companies Act, 2013, in order
to reflect the actual usage of the assets, except in case of subsidiary NSEIT Limited. In case of
furniture and fixtures, office equipment’s, computer system-others, telecommunication systems and
trading & clearing systems, the management estimate of the useful life is lower than that prescribed in
Schedule II of the Companies Act, 2013. This is based on the consistent practices followed, past
experience, internal assessment and duly supported by technical advice.
In case of subsidiary company NSEIT Limited, fixed assets are depreciated as per the useful life
specified under schedule II to Companies Act 2013 except the furniture and fixtures, electrical

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installation and office equipment including civil improvements at lease hold premises which are
depreciated over the lease period.

The residual values are not more than 5% of the original cost of the asset. The asset’s residual values
and useful lives are reviewed, and adjusted on a prospective basis if appropriate, at the end of each
reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's
carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount and are
included in statement of profit and loss.

Depreciation on assets purchased / disposed off during the year is provided on pro rata basis with
reference to the date of additions / deductions.

Fixed assets whose aggregate cost is Rs. 5,000 or less are depreciated fully in the year of acquisition.
(o) Investment properties

Property that is held for long-term rental yields or for capital appreciation or both, and that is not
occupied by the Group, is accounted as investment property. Investment property is measured initially
at its cost, including related transaction costs.

Investment properties are depreciated using the straight-line method over their estimated useful lives.
Investment properties generally have a useful life of 60 years. The useful life has been determined
based on technical evaluation performed by the management’s expert.

Transition to Ind AS

On transition to Ind AS, the Group has elected to continue with the carrying value of all of its
investment properties recognised as at April 1, 2015 measured as per the previous Indian GAAP and
use that carrying value as the deemed cost of investment properties. The Group has followed the
same accounting policy choices (both mandatory exceptions and optional exemptions availed as per
Ind AS 101) as initially adopted on transition date i.e. April 1, 2015 while preparing Proforma Restated
Consolidated Financial Information for the years ended March 31, 2015, 2014, 2013 and 2012.
Accordingly, suitable restatement adjustments in the accounting heads are made to the financial
statements as of and for the years ended March 31, 2015, 2014, 2013, 2012 and April 1, 2011.

(p) Intangible assets

(i) Goodwill:
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised
but it is tested for impairment annually, or more frequently if events or changes in circumstances
indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains
and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity
sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is
made to those cash-generating units or groups of cash-generating units that are expected to benefit
from the business combination in which the goodwill arose. The units or groups of units are identified
at the lowest level at which goodwill is monitored for internal management purposes, which in our
case are the operating segments.
(ii) Other intangible assets:
Costs associated with maintaining software programmes are recognised as an expense as incurred.

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Development costs that are directly attributable to the design and testing of identifiable and unique
software products controlled by the Group are recognised as intangible assets when the following
criteria are met:
• it is technically feasible to complete the software so that it will be available for use
• management intends to complete the software and use or sell it
• there is an ability to use or sell the software
• it can be demonstrated how the software will generate probable future economic benefits
• adequate technical, financial and other resources to complete the development and to use or sell
the software are available, and
• the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software include employee costs and an
appropriate portion of relevant overheads.
Capitalised development costs are recorded as intangible assets and amortised from the point at
which the asset is available for use.
Computer software is amortised over a period of 4 years. In case of subsidiary Company NSEIT
Limited, software products/ licenses purchased/ acquired for internal use of the Company which are
capitalised and depreciated over a period of 3 years on Straight Line Method.
Transition to Ind AS
On transition to Ind AS, the Group has elected to continue with the carrying value of all of intangible
assets recognised as at April 1, 2015 measured as per the previous GAAP and use that carrying
value the deemed cost of intangible assets. The Group has followed the same accounting policy
choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) as initially
adopted on transition date i.e. April 1, 2015 while preparing Proforma Restated Consolidated
Financial Information for the years ended March 31, 2015, 2014, 2013 and 2012. Accordingly,
suitable restatement adjustments in the accounting heads are made to the financial statements as of
and for the years ended March 31, 2015, 2014, 2013, 2012 and April 1, 2011.
(q) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of
financial period which are unpaid. Trade and other payables are presented as current liabilities unless
payment is not due within 12 months after the reporting period. They are recognised initially at their
fair value and subsequently measured at amortised cost using the effective interest method.
(r) Provisions
Provisions for legal claims and discounts/incentives are recognised when the Group has a present
legal or constructive obligation as a result of past events, it is probable that an outflow of resources
will be required to settle the obligation and the amount can be reliably estimated. Provisions are not
recognised for future operating losses.
At the end of each reporting period, provisions are measured at the present value of management’s
best estimate of the expenditure required to settle the present obligation at a future date. The
discount rate used to determine the present value is a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The increase in the
provision due to the passage of time is recognised as interest expense.
(s) Contingent Liabilities
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the
existence of which will be confirmed only by the occurrence or non-occurrence of one or more

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uncertain future events not wholly within the control of the Group or a present obligation that arises
from past events where it is either not probable that an outflow of resources will be required to settle
the obligation or a reliable estimate of the amount cannot be made.
(t) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled
wholly within 12 months after the end of the period in which the employees render the related
service are the amounts expected to be paid when the liabilities are settled. Short term employee
benefits are recognised in statement of profit and loss in the period in which the related service is
rendered. The liabilities are presented as current employee benefit obligations in the Restated
Consolidated Statement of Assets and Liabilities.
(ii) Other long-term employee benefit obligations
The liabilities for earned leave are not expected to be settled wholly within 12 months after the
end of the period in which the employees render the related service. They are therefore
measured as the present value of expected future payments to be made in respect of services
provided by employees up to the end of the reporting period using the projected unit credit
method. The benefits are discounted using the market yields at the end of the reporting period
that have terms approximating to the terms of the related obligation. Remeasurements as a result
of experience adjustments and changes in actuarial assumptions are recognised in statement of
profit and loss.
The obligations are presented as current liabilities in the Restated Consolidated Statement of
Assets and Liabilities since the Group does not have an unconditional right to defer settlement for
at least twelve months after the reporting period, regardless of when the actual settlement is
expected to occur.
(iii) Post-employment obligations
The Group operates the following post-employment schemes:
(a) defined benefit plans such as gratuity, and
(b) defined contribution plans such as provident fund and superannuation.
Gratuity obligations
The Group has maintained a Group Gratuity Cum Life Assurance Scheme with the Life Insurance
Corporation of India (LIC) towards which it annually contributes a sum determined by LIC. The
liability or asset recognised in the Restated Consolidated Statement of Assets and Liabilities in
respect of defined benefit gratuity plans is the present value of the defined benefit obligation at
the end of the reporting period less the fair value of plan assets. The defined benefit obligation is
calculated annually by actuaries using the projected unit credit method. The present value of the
defined benefit obligation is determined by discounting the estimated future cash outflows by
reference to yields on government securities at the end of the reporting period that have terms
approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined
benefit obligation and the fair value of plan assets. This cost is included in employee benefit
expense in the statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial
assumptions are recognised in the period in which they occur, directly in other comprehensive
income. They are included in retained earnings in the statement of changes in equity and in the

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Annexure V - Basis of Preparation and Significant Accounting Policies

Restated Consolidated Statement of Assets and Liabilities.

Changes in the present value of the defined benefit obligation resulting from plan amendments or
curtailments are recognised immediately in statement of profit and loss as past service cost.
(iv) Defined contribution plans
Provident fund
The Company has established ‘National Stock Exchange of India Limited Employee Provident
Fund Trust’ and one of the subsidiary, NSE Infotech Services Limited has established ‘NSE
Infotech Services Limited Employee Provident Fund Trust’ to which both the employee and the
employer make monthly contribution equal to 12% of the employee’s basic salary, respectively.
Such contribution to the provident fund for all employees, are charged to the profit and loss. In
case of any liability arising due to shortfall between the return from its investments and the
administered interest rate, the same is provided for by the Group.
One of the subsidiary, NSEIT Limited contributes to the Government administered fund and the
same is charged to statement of profit and loss.
Superannuation
Superannuation benefits for employees designated as chief managers and above are covered by
Group policies with the Life Insurance Corporation of India. Group’s contribution payable for the
year is charged to profit and loss. There are no other obligations other than the annual
contribution payable.
(v) Bonus plans
The Group recognises a liability and an expense for bonuses. The Group recognises a provision
where contractually obliged or where there is a past practice that has created a constructive
obligation.
(u) Contributed equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction,
net of tax, from the proceeds.
(v) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no
longer at the discretion of the entity, on or before the end of the reporting period but not distributed at
the end of the reporting period.
(w) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the Group
• by the weighted average number of equity shares outstanding during the financial year/ period,
adjusted for bonus elements and share split in equity shares issued during the year/ period.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per
share to take into account:
• the after income tax effect of interest and other financing costs associated with dilutive

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Annexure V - Basis of Preparation and Significant Accounting Policies

potential equity shares, and

• the weighted average number of additional equity shares that would have been outstanding
assuming the conversion of all dilutive potential equity shares.
(x) Core Settlement Guarantee Fund
The Group contributes to Settlement Guarantee Fund/ Core Settlement Guarantee Fund in
accordance with Securities Exchange Board of India (‘SEBI’) regulations. National Stock Exchange of
India Limited (the parent company) contributes 25% of its annual profits and also alongwith its
clearing corporation subsidiary, National Securities Clearing Corporation Limited contributes amounts
pertaining to Minimum Required Corpus to the Core Settlement Guarantee Fund, which is determined
as per SEBI guidelines. The contribution to Settlement Guarantee Fund/ Core Settlement Guarantee
Fund by the parent Company is recorded as an expense in the Consolidated Statement of Profit and
Loss and contribution by the clearing corporation is recorded as an appropriation from Group's
retained earnings and such amounts are separately disclosed as Core Settlement Guarantee Fund in
Restated Consolidated Statement of Assets and Liabilities.
As per SEBI guidelines, the Group invests balances in Core Settlement Guarantee Fund in prescribed
category of securities which are earmarked/restricted and income earned on such investments are
attributed directly and credited to the fund balance. Fines and penalties recovered by the Group from
members are also directly attributed to the fund balance.
The Group records a loss in its Restated Statement Profit and Loss in case of a default event, as per
the default waterfall defined under the SEBI regulations, including by utilization of the Core Settlement
Guarantee Fund balance.
(y) Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest
millions, unless otherwise stated.
(z) Reclassification
Previous year’s figures have been reclassified / regrouped wherever necessary.

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Annexure V - Basis of Preparation and Significant Accounting Policies

IV. Critical accounting estimates and judgements

The preparation of restated financial statements requires the use of accounting estimates which, by
definition, will seldom equal the actual results. This note provides an overview of the areas that
involved a higher degree of judgement or complexity, and of items which are more likely to be
materially adjusted due to estimates and assumptions turning out to be different than those originally
assessed. Detailed information about each of these estimates and judgements is included in relevant
notes together with information about the basis of calculation for each affected line item in the
financial statements.
The areas involving critical estimates or judgements are:
Estimation of fair value of unlisted securities Note 40 of Annexure VI
Estimation of useful life of intangible asset Note 3 of Annexure VI
Estimation of defined benefit obligation Note 30 of Annexure VI
Estimation of contingent liabilities refer Note 34 of Annexure VI
Estimates and judgements are continually evaluated. They are based on historical experience and
other factors, including expectations of future events that may have a financial impact on the Group
and that are believed to be reasonable under the circumstances.

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Note 2 : Property, plant and equipment

(Rs. in Millions)
Electrical Tele-
Furniture & Computer systems Computer systems Clearing and Capital work in
Freehold land Leasehold land Owned building* Office equipments equipment & Trading Systems communication Total
Fixtures office automation others settlement system progress
installations systems

Half Year ended 30.09.2016

Gross carrying amount
Cost as at 01.04.2016 355.1 1,076.2 1,745.1 744.6 1,028.6 459.4 1,907.0 270.8 1,997.8 1,748.1 313.2 11,645.9 150.6
Additions - - - 23.1 9.7 53.2 59.7 40.0 75.9 109.6 4.8 376.0 391.2
Disposals - - - (0.8) - (1.3) - (7.5) (2.2) (3.7) - (15.5) -
Transfers - - - - - - - - - - - - (341.6)
Closing gross carrying amount 355.1 1,076.2 1,745.1 766.9 1,038.3 511.3 1,966.7 303.3 2,071.5 1,854.0 318.0 12,006.4 200.2

Accumulated depreciation
Accumulated depreciation as at 01.04.2016 - 264.3 351.7 547.3 342.4 273.7 1,718.6 210.4 1,249.6 1,351.2 264.9 6,574.1 -
Depreciation charge during the period - 6.5 15.2 41.4 40.8 21.1 53.9 15.2 178.5 104.5 11.6 488.7 -
Disposals - - - (0.6) - (1.2) - (7.5) (2.3) (3.7) - (15.3) -
Closing Accumulated depreciation - 270.8 366.9 588.1 383.2 293.6 1,772.5 218.1 1,425.8 1,452.0 276.5 7,047.5 -

Net carrying amount as at 30.09.2016 355.1 805.4 1,378.2 178.8 655.1 217.7 194.2 85.2 645.7 402.0 41.5 4,958.9 200.2

Year ended 31.03.2016

Deemed cost as at 01.04.2015 355.1 824.9 1,433.1 175.2 601.6 188.6 273.5 66.3 629.8 382.0 28.0 4,958.1 56.3
Gross carrying amount 355.1 1,076.2 1,758.3 637.3 875.6 432.7 1,885.5 261.1 1,563.5 1,563.2 276.1 10,684.6 56.3
Additions - - - 111.1 153.4 39.5 21.5 9.7 436.2 184.9 37.1 993.4 265.2
Disposals - - (13.2) (3.8) (0.4) (12.8) - - (1.9) - - (32.1) -
Transfers - - - - - - - - - - - - (170.9)
Closing gross carrying amount 355.1 1,076.2 1,745.1 744.6 1,028.6 459.4 1,907.0 270.8 1,997.8 1,748.1 313.2 11,645.9 150.6

Accumulated depreciation
Accumulated depreciation as at 01.04.2015 - 251.3 325.2 462.1 274.0 244.1 1,612.0 194.8 933.7 1,181.2 248.1 5,726.5 -
Depreciation charge during the year - 13.0 30.3 88.7 68.7 41.6 106.6 15.6 316.5 170.0 16.9 867.9 -
Disposals - - (3.9) (3.5) (0.3) (12.0) - - (0.6) - - (20.3) -
Closing Accumulated depreciation - 264.3 351.6 547.3 342.4 273.7 1,718.6 210.4 1,249.6 1,351.2 265.0 6,574.1 -

Net carrying amount as at 31.03.2016 355.1 811.9 1,393.5 197.3 686.2 185.7 188.4 60.4 748.2 396.9 48.2 5,071.8 150.6

Year ended 31.03.2015 - Proforma

Gross carrying amount
Cost as at 01.04.2014 343.8 1,076.2 1,757.0 601.1 530.6 407.8 1,710.0 245.0 1,174.3 1,301.5 266.1 9,413.4 103.8
Additions 11.3 - 1.3 49.0 348.0 34.7 175.5 16.9 398.5 262.4 10.6 1,308.2 83.7
Disposals - - - (12.8) (3.0) (9.8) - (0.8) (9.3) (0.7) (0.6) (37.0) -
Transfers - - - - - - - - - - - - (131.2)
Closing gross carrying amount 355.1 1,076.2 1,758.3 637.3 875.6 432.7 1,885.5 261.1 1,563.5 1,563.2 276.1 10,684.6 56.3

Accumulated depreciation
Accumulated depreciation as at 01.04.2014 - 238.3 294.7 314.0 168.7 207.1 1,511.2 179.1 683.9 1,057.1 235.3 4,889.4 -
Depreciation charge during the year - 13.0 30.5 160.3 108.0 44.7 100.8 16.5 259.1 124.7 13.5 871.1 -
Disposals - - - (12.2) (2.7) (7.7) - (0.8) (9.3) (0.7) (0.6) (34.0) -
Closing Accumulated depreciation - 251.3 325.2 462.1 274.0 244.1 1,612.0 194.8 933.7 1,181.1 248.2 5,726.5 -

Net carrying amount as at 31.03.2015 355.1 824.9 1,433.1 175.2 601.6 188.6 273.5 66.3 629.8 382.1 27.9 4,958.1 56.3

Year ended 31.03.2014 - Proforma

Gross carrying amount
Cost as at 01.04.2013 343.8 1,076.2 1,757.0 565.6 530.7 353.4 1,627.4 250.4 881.8 1,317.0 265.1 8,968.4 159.4
Additions - - - 70.0 19.4 65.2 119.1 25.5 338.7 54.9 2.1 694.9 59.3
Disposals - - - (34.5) (19.5) (10.8) (36.5) (30.9) (46.2) (70.3) (1.1) (249.8) -
Transfers - - - - - - - - - - - - (114.9)
Closing gross carrying amount 343.8 1,076.2 1,757.0 601.1 530.6 407.8 1,710.0 245.0 1,174.3 1,301.6 266.1 9,413.5 103.8

Accumulated depreciation
Accumulated depreciation as at 01.04.2013 - 225.3 265.3 292.5 155.4 195.3 1,431.3 179.9 551.6 964.4 217.1 4,478.1 -
Depreciation charge during the year - 13.0 29.4 50.7 26.8 21.4 116.4 30.0 175.9 161.6 19.1 644.3 -
Disposals - - - (29.2) (13.4) (9.5) (36.5) (30.8) (43.6) (68.8) (1.0) (232.8) -
Closing Accumulated depreciation - 238.3 294.7 314.0 168.8 207.2 1,511.2 179.1 683.9 1,057.2 235.2 4,889.6 -

Net carrying amount as at 31.03.2014 343.8 837.9 1,462.3 287.1 361.8 200.6 198.8 65.9 490.4 244.4 30.9 4,523.8 103.8

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Annexure VI - Notes to Restated Consolidated Financial Information

Note 2 : Property, plant and equipment

(Rs. in Millions)
Electrical Tele-
Furniture & Computer systems Computer systems Clearing and Capital work in
Freehold land Leasehold land Owned building* Office equipments equipment & Trading Systems communication Total
Fixtures office automation others settlement system progress
installations systems

Year ended 31.03.2013 - Proforma

Gross carrying amount
Cost as at 01.04.2012 33.1 1,076.1 1,723.7 501.0 407.2 326.3 1,539.5 257.2 674.7 1,992.3 228.1 8,759.2 74.2
Additions 310.7 0.1 33.5 86.1 133.8 47.2 87.9 21.7 211.8 262.7 38.9 1,234.4 542.2
Disposals - - (0.2) (21.5) (10.3) (20.1) - (28.5) (4.7) (938.0) (1.9) (1,025.2) -
Transfers - - - - - - - - - - - - (457.0)
Closing gross carrying amount 343.8 1,076.2 1,757.0 565.6 530.7 353.4 1,627.4 250.4 881.8 1,317.0 265.1 8,968.4 159.4

Accumulated depreciation
Accumulated depreciation as at 01.04.2012 - 212.3 236.0 262.0 134.4 183.2 1,258.8 175.1 424.6 1,716.4 199.9 4,802.7 -
Depreciation charge during the year - 13.0 29.4 46.6 26.1 21.6 172.5 33.1 131.4 182.6 19.1 675.4 -
Disposals - - (0.1) (16.1) (5.1) (9.5) - (28.3) (4.4) (934.6) (1.9) (1,000.0) -
Closing Accumulated depreciation - 225.3 265.3 292.5 155.4 195.3 1,431.3 179.9 551.6 964.4 217.1 4,478.1
- - - - - - - - - - - - -
Net carrying amount as at 31.03.2013 343.8 850.9 1,491.7 273.1 375.3 158.1 196.1 70.5 330.2 352.6 48.0 4,490.3 159.4

Deemed cost as at 01.04.2011 - Proforma 33.1 876.8 1,514.6 189.5 254.1 126.3 434.8 88.8 257.9 485.0 47.0 4,307.9 66.1
Year ended 31.03.2012 - Proforma
Gross carrying amount
Cost as at 01.04.2011 33.1 1,076.1 1,721.8 416.8 368.3 295.3 1,838.3 257.0 600.4 1,970.0 232.9 8,810.0 66.1
Additions - - 1.9 89.6 42.9 48.7 107.7 23.9 121.8 64.2 0.5 501.2 320.0
Disposals - - - (5.4) (4.0) (17.7) (406.5) (23.7) (47.5) (41.9) (5.3) (552.0) -
Transfers - - - - - - - - - - - - (311.9)
Closing gross carrying amount 33.1 1,076.1 1,723.7 501.0 407.2 326.3 1,539.5 257.2 674.7 1,992.3 228.1 8,759.2 74.2

Accumulated depreciation as at 01.04.2011

Opening accumulated depreciation - 199.3 207.2 227.3 114.2 169.0 1,403.5 168.2 342.5 1,485.0 185.9 4,502.1 -
Depreciation charge during the year - 13.0 28.8 38.7 21.3 27.1 261.8 30.5 128.8 272.2 19.3 841.5 -
Disposals - - - (4.0) (1.1) (12.9) (406.5) (23.6) (46.7) (40.8) (5.3) (540.9) -
Closing amortization & impairment - 212.3 236.0 262.0 134.4 183.2 1,258.8 175.1 424.6 1,716.4 199.9 4,802.7 -

Net carrying amount as at 31.03.2012 33.1 863.8 1,487.7 239.0 272.8 143.1 280.7 82.1 250.1 275.9 28.2 3,956.5 74.2

During the year ended March 31, 2015 in accordance with the Companies Act, 2013, the Group has revised the useful lives of certain assets namely Building from 61.35 Years to 60 Years, Furniture and Fixture from 15 years to 10 Years, Office Equipments from 15 Years and 21 Years to 5 Years, Electrical Installations and Equipments from 15
years and 21 Years to 10 Years. As a result of the same, the provision for depreciation for the year ended March 31, 2015 is higher by Rs.167.4 millions, of which depreciation pertaining to earlier years amounting to Rs.127.4 Millions has been adjusted after netting of Rs.34 Millions towards deferred tax from the opening Retained Earnings in
respect of asset where the remaining useful life is Nil as on April 01, 2014 .

* Includes investment property for which cost and fair value details are as follows:
Rs. In Millions
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Net carrying amount of investment property 49.8 82.1 230.9 250.4 253.0 261.4
Fair value of investment property 762.2 739.7 3,118.2 2,917.0 3,180.2 2,953.3
Depreciation 0.6 1.8 4.9 5.1 5.1 5.1
Rental income 34.9 139.0 430.6 420.4 402.2 425.2

Estimation of fair value

The group obtains independent valuations / quotations for its investment property. The best evidence of fair value is current prices in an active market for similar property.

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Annexure VI - Notes to Restated Consolidated Financial Information
Note 3 : Intangible assets
(Rs. in Millions)
Other intangible assets
Intangible under
Goodwill
Computer software Software copyrights Total development

Half year ended 30.09.2016

Gross carrying amount
Cost as at 01.04.2016 673.5 2,137.8 25.9 2,163.7 233.1
Additions - 157.4 - 157.4 128.1
Disposals - (3.6) - (3.6) -
Transfers - - - - (127.4)
Closing gross carrying amount 673.5 2,291.6 25.9 2,317.5 233.8

Accumulated amortisation
Accumulated amortisation as at 01.04.2016 - 1,679.0 25.9 1,704.9 -
Amortisation charge during the period - 109.9 - 109.9 -
Disposals - (3.6) - (3.6) -
Closing Accumulated amortisation - 1,785.3 25.9 1,811.2 -

Net carrying amount as at 30.09.2016 673.5 506.3 - 506.3 233.8

Year ended 31.03.2016

Deemed cost as at 01.04.2015 673.5 332.0 - 332.0 113.9
Gross carrying amount
Cost as at 01.04.2015 673.5 1,789.7 25.9 1,815.6 113.9
Additions - 348.1 - 348.1 359.7
Transfers - - - - (240.5)
Closing gross carrying amount 673.5 2,137.8 25.9 2,163.7 233.1

Accumulated amortisation
Accumulated amortisation as at 01.04. 2015 - 1,457.7 25.9 1,483.6 -
Amortisation charge during the year - 221.3 - 221.3 -
Closing Accumulated amortisation - 1,679.0 25.9 1,704.9 -

Net carrying amount as at 31.03.2016 673.5 458.8 - 458.8 233.1

Year ended 31.03.2015 - Proforma

Gross carrying amount
Cost as at 01.04.2014 673.5 1,620.1 25.9 1,646.0 57.4
Additions - 169.6 - 169.6 199.1
Transfers - - - - (142.6)
Closing gross carrying amount 673.5 1,789.7 25.9 1,815.6 113.9

Accumulated amortisation
Accumulated amortisation as at 01.04. 2014 - 1,268.5 25.9 1,294.4 -
Amortisation charge during the year - 189.2 - 189.2 -
Closing Accumulated amortisation - 1,457.7 25.9 1,483.6 -

Net carrying amount as at 31.03.2015 673.5 332.0 - 332.0 113.9

Year ended 31.03. 2014 - Proforma

Gross carrying amount
Cost as at 01.04.2013 17.6 1,476.1 25.9 1,502.0 109.7
Additions - 153.0 - 153.0 92.9
Acquisition of subsidiary (India Index Servcies & 655.9 - - -
Products Limited)* -
Disposals - (9.0) - (9.0) -
Transfers - - - - (145.2)
Closing gross carrying amount 673.5 1,620.1 25.9 1,646.1 57.4

Accumulated amortisation
Accumulated amortisation as at 01.04.2013 - 1,081.4 25.9 1,107.3 -
Amortisation charge during the year - 195.7 - 195.7 -
Disposals - (8.6) - (8.6) -
Closing Accumulated amortisation - 1,268.5 25.9 1,294.4 -

Net carrying amount as at 31.03.2014 673.5 351.6 - 351.7 57.4

Year ended 31.03.2013 - Proforma

Gross carrying amount
Cost as at 01.04.2012 17.6 1,345.8 25.9 1,371.7 81.5
Additions - 130.3 - 130.3 110.7
Transfers - - - - (82.5)
Closing gross carrying amount 17.6 1,476.1 25.9 1,502.0 109.7

Accumulated amortisation

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Annexure VI - Notes to Restated Consolidated Financial Information
Note 3 : Intangible assets
(Rs. in Millions)
Other intangible assets
Intangible under
Goodwill
Computer software Software copyrights Total development

Accumulated amortisation as at 01.04.2012 - 901.7 25.9 927.6 -

Amortisation charge during the year - 179.6 - 179.6 -
Closing Accumulated amortisation - 1,081.3 25.9 1,107.3 -

Net carrying amount as at 31.03.2013 17.6 394.8 - 394.7 109.7

Year ended 31.03.2012 - Proforma

Deemed cost as at 01.04.2011 17.6 273.4 - 273.4 54.8
Gross carrying amount
Cost as at 01.04.2011 17.6 1,034.7 25.9 1,060.6 54.8
Additions - 311.1 - 311.1 129.2
Disposals - - - - (102.5)
Closing gross carrying amount 17.6 1,345.8 25.9 1,371.7 81.5

Accumulated amortisation as at 01.04.2011 - 761.3 25.9 787.2 -

Amortisation charge during the year - 140.4 - 140.4 -
Closing gross carrying amount - 901.7 25.9 927.6 -

Net carrying amount as at 31.03.2012 17.6 444.1 - 444.1 81.5

* On August 27, 2013, the Group has acquired additional stake of 49% in India Index Services & Products Limited, a subsidiary, for a cash
consideration of Rs.1,000.6 Millions resulting in goodwill of Rs.655.9 Millions. ( Refer Note 39)
Significant estimate: Useful life of intangible assets under development
The Group has completed the development of software that is used to in its various business processes. The Group estimates the useful life of the
software to be 4 years based on the expected technical obsolescence of such assets. However, the actual useful life may be shorter or longer than
4 years, depending on technical innovations and competitor actions.

Impairment of goodwill
For the purpose of impairment testing, goodwill is allocated to a cash generating unit, representing the lowest level within the Group at which
goodwill is monitored for internal management purposes and which is not higher than the Group’s operating segment. The goodwill of Rs.655.9
Millions relates to the index licensing services activity of the Group and Rs.17.6 Millions relates to datafeed services. The recoverable amount of the
cash generating unit has been determined based on value in use. Value in use has been determined based on future cash flows, after considering
current economic conditions and trends, estimated future operating results, growth rates and anticipated future economic conditions.

As at April 1, 2015 i.e. transition date to Ind AS, the Group carried goodwill impairment test and estimated cash flows for a period of 5 years using
internal forecasts. The management believes that any reasonably possible change in the key assumptions would not cause the carrying amount to
exceed the recoverable amount of the cash generating units.

The Group has carried out annual goodwill impairment assesment as at March 31, 2016 and the carrying amount does not exceed the recoverable
amount of the cash generating units. Accordingly there was no impairment recorded for the period.

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Annexure VI - Notes to Restated consolidated financial information

NOTE 4 : Non-Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of (Rs. Number of Units (Rs. Number of (Rs. Number of (Rs. Number of (Rs. Number of (Rs.
Units in Millions) in Millions) Units in Millions) Units in Millions) Units in Millions) Units in Millions)

(A) Investment in equity instruments

(i) Quoted equity instruments at FVOCI
In other companies
Metropolitan Stock Exchange of India Limited (erstwhile known as MCX Limited ) 5,000 6.8 5,000 4.2 5,000 5.6 5,000 2.5 12,50,000 1,038.3 12,50,000 1,587.8

Total quoted equity instruments 6.8 4.2 5.6 2.5 1,038.3 1,587.8

(ii) Unquoted equity instruments at FVOCI

In other companies
National Commodity & Derivative Exchange Limited 76,01,377 1,646.8 76,01,377 1,598.6 76,01,377 1,381.5 50,67,577 898.1 50,67,577 867.3 50,67,577 602.8
Goods And Service Tax Network (Under Section 8 of the Act) 10,00,000 10.0 10,00,000 10.0 10,00,000 10.0 6,13,061 6.1 - - - -

Total in other companies 1,656.8 1,608.6 1,391.5 904.2 867.3 602.8

Total equity instruments 1,663.6 1,612.8 1,397.1 906.7 1,905.6 2,190.6

(B) Investments in preference shares

Unquoted preference shares
In associate company at FVPL
10% Optionally Convertible Redeemable Preference Shares of Power Exchange of India Limited # 50,00,000 - 50,00,000 50.1 50,00,000 50.1 50,00,000 50.1 50,00,000 50.1 50,00,000 50.1

Total preference shares - 50.1 50.1 50.1 50.1 50.1

(C ) Investment in exchange traded funds (ETF)

Quoted exchange traded funds at FVPL
Goldman Sachs Mutual Fund - CPSE ETF - Growth Option 4,05,20,000 968.0 4,05,20,000 797.0 65,00,000 157.4 - - - - - -
SBI - ETF Nifty 50 48,50,000 424.8 48,50,000 380.2 - - - - - - - -
ICICI Prudential Nifty ETF 33,90,000 296.9 33,90,000 269.9 - - - - - - - -
Kotak Mahindra MF - Kotak Banking ETF 16,12,450 316.0 16,12,450 262.7 - - - - - - - -
Goldman Sachs Nifty ETF - Nifty Bees 10,26,000 901.4 10,26,000 811.8 2,80,000 238.2 - - - - - -
Goldman Sachs MF Bank Bees 4,98,000 975.1 4,98,000 809.4 1,60,000 290.2 - - - - - -
Goldman Sachs Nifty ETF-Nifty Bees 1,14,310 100.4 1,14,310 90.5 - - - - - - - -
R Shares Reliance MF Banking ETF 74,500 156.7 74,500 130.9 - - - - - - - -
Goldman Sachs Nifty ETF 67,633 59.4 3,34,737 264.9 1,47,555 125.5 - - - - - -

Total exchange traded funds 4,198.7 3,817.3 811.3 - - -

(D) Investment in bonds

Quoted bonds
(i) Tax free bonds at amortised cost
7.35% NABARD 23-Mar-2031 5,00,000 539.9 2,50,000 259.5 - - - - - - - -
7.64% NABARD 23-Mar-2031 4,00,000 437.8 - - - - - - - - - -
7.51% HUDCO Taxfree Bonds - 16-Feb-2028 3,50,000 377.6 3,50,000 364.7 - - - - - - - -
8.67 National Hydroelectric Power Corporation Limited - 02-Nov-2033 3,00,000 380.3 - - - - - - - - - -
6.86% India Infrastructure Finance Company Limited - 26 Mar 2023 2,50,000 254.0 2,50,000 245.1 - - - - - - - -
8.46% Rural Electrification Corporation Limited - 24-Sep-2028 2,50,000 290.1 2,50,000 280.1 - - - - - - - -
8.67% PFC Limited - 16-Nov-2033 2,50,000 325.7 - - - - - - - - - -
7.39% Housing & Urban Development Corporation Limited15-Mar-2031 2,00,000 224.4 - - - - - - - - - -
8.20 HUDCO 2027 2,00,000 237.0 - - - - - - - - - -
7.18 % Indian Railway Finance Corporation Limited - Tranche 1 - Series 1 - 19 Feb 2023 1,50,000 160.4 1,50,000 155.0 1,50,000 155.0 - - - - - -
7.18 % Indian Railway Finance Corporation Limited - Tranche 1 - Series 1 1,50,000 160.4 1,50,000 155.0 1,50,000 155.0 - - - - - -
7.19% India Infrastructure Finance Company Limited - 22-Jan-2023 1,45,000 155.1 1,00,000 101.7 - - - - - - - -
8.20% Power Finance Corporation Limited - Tranche 1 - Series 1 - 01-Feb-2022 1,35,436 146.5 1,35,436 141.0 1,35,436 141.1 1,35,436 141.1 1,35,436 141.1 1,35,436 139.0
7.19% Housing & Urban Development Corporation Limited 28-March-2028 1,00,000 104.5 1,00,000 101.0 - - - - - - - -
7.34% Indian Railway Finance Corporation Limited 19-Feb-2028 1,00,000 108.7 1,00,000 105.1 - - - - - - - -
7.35% National Highways Authority of India 11-Jan-2031 1,00,000 104.2 1,00,000 101.7 - - - - - - - -
7.36% India Infrastructure Finance Company Limited - 22-Jan-2028 1,00,000 107.0 1,00,000 103.4 - - - - - - - -
7.43% Rural Electrification Corporation Limited 05-Nov-2035 1,00,000 110.6 - - - - - - - - - -
8.40% Indian Railway Finance Corporation Limited - 18-Feb-2029 1,00,000 114.3 1,00,000 118.7 - - - - - - - -
8.66% India Infrastructure Finance Company Limited 2034 1,00,000 123.6 - - - - - - - - - -
8.41% NTPC Limited - 04-Dec-2023 79,162 84.4 79,162 81.1 79,162 81.1 79,162 81.1 - - - -
8.00 % Indian Railway Finance corporationLimited - Tranche 1 - Series 1 - 23-Feb-2022 65,252 70.3 65,252 67.7 65,252 67.7 65,252 67.7 65,252 67.7 65,252 66.7

249
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Annexure VI - Notes to Restated consolidated financial information

NOTE 4 : Non-Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of (Rs. Number of Units (Rs. Number of (Rs. Number of (Rs. Number of (Rs. Number of (Rs.
Units in Millions) in Millions) Units in Millions) Units in Millions) Units in Millions) Units in Millions)

7.93 % Rural Electrification corporationLimited - Tranche 1 - Series 1 - 27-Mar-2022 61,238 62.4 61,238 64.9 61,238 64.9 61,238 64.9 61,238 64.9 61,238 61.3
7.19% India Infrastructure Finance Company Limited 22-Jan-2023 50,000 52.2 - - - - - - - - - -
7.40% India Infrastructure Finance Co. Limited. 22-Jan-2033 50,000 56.9 - - - - - - - - - -
8.54% Power Finance Corp Limited - 16-Nov-2028 50,000 62.2 - - - - - - - - - -
8.66% NTPC Limited - 16-Dec-2033 50,000 64.8 - - - - - - - - - -
8.63% National Housing Bank - 13-Jan-2029 40,000 248.6 - - - - - - - - - -
8.20% National Highways Authority of India - Tranche 1 - Series 1 - 25-Jan-2022 37,172 44.0 37,172 38.7 37,172 38.7 37,172 38.7 37,172 38.7 74,172 75.3
7.28% National Highways Authority of India Sep-2030 1,250 1,297.4 1,250 1,294.7 - - - - - - - -
7.19% Indian Railway Finance Corporation Limited - 31-Jul-2025 500 517.7 500 525.2 - - - - - - - -
8.09% Power Finance Corporation - Series 80 A - 25-Nov-2021 500 53.4 500 51.4 500 51.4 500 51.4 500 51.4 2,000 205.6
8.46% National Housing Bank - Series V - 2028 300 329.3 250 281.2 50 52.5 50 52.5 - - - -
7.15% NTPC Limited - 21-Aug-2025 200 204.6 150 156.8 - - - - - - - -
8.46% India Infrastructure Finance Company Limited - 30-Aug-2028 200 221.9 200 230.9 - - - - - - - -
8.35% Indian Railway Finance Corporation Limited 21-Nov-2023 150 155.8 150 162.1 150 167.1 150 154.5 - - - -
8.48% India Infrastructure Finance Company Limited 05-Sep-2028 150 165.3 150 172.1 - - - - - - - -
8.63% NTPC Limited - 04-Mar-2029 150 186.3 - - - - - - - - - -
6.89% National Housing Bank 2023 100 105.5 - - - - - - - - - -
7.00% HUDCO Bond Oct-25 100 106.9 100 103.4 - - - - - - - -
7.07% HUDCO Bonds 01-Oct-25 100 107.1 100 103.5 - - - - - - - -
7.21% Rural Electrification Corporation Limited -21-Nov-2022 100 108.5 - - - - - - - - - -
8.46% Rural Electrification Corporation Limited - 2028 100 105.1 100 105.1 100 105.1 50 52.5 - - - -
7.18 % Indian Railway Finance corporationLimited - Tranche 1 - Series 1 - 19-Feb-2013 - - - - - - 1,50,000 155.0 1,50,000 151.2 - -
7.18% Indian Railway Finance Corporation Limited 19-Feb-23 - - - - - - 1,50,000 155.0 1,50,000 151.2 - -
6.05% Indian Railway Finance Corporation Limited - Series 73 - 20 Dec 2015 - - - - - - 1,000 102.8 1,000 102.8 1,000 102.8
8.46% Rural Electrification Corporation Limited - 29-Aug-28 - - - - - - 50 52.5 - - - -
6.85% India Infrastructure Finance Company Limited - Series I - 22 Jan 2014 - - - - - - - - - - 13,346 1,358.9
6.85% India Infrastructure Finance Company Limited - Series Ii - 20 Mar 2014 - - - - - - - - - - 6,125 616.4
6.00% Indian Railway Finance Corporation Limited Series 68Th-08 March 2015 - - - - - - - - 1,000 102.8 1,000 102.8
9% Indian Railway Finance Corporation - 28 Feb 2015 - - - - - - - - 190 203.3 190 205.7
5.25% Nuclear Power Corporation of India Limited 23-Mar-14 - - - - - - - - - - 100 100.0
9%-Indian Railway Finance Corporation-2015 - - - - - - - - 10 11.0 10 10.9
5.5% Nuclear Power Corporation of India Limited - 14-Aug-2013 - - - - - - - - - - 200 20.7
5.50% Nuclear Power Corporation of India Limited. 14-Aug-13 - - - - - - - - - - 200 20.7
5.25% Nuclear Power Corporation of India Limited - 23-Mar-14 - - - - - - - - - - 100 100.0
6.85 % India Infrastructure Finance Company Limited - 22-Jan-14 - - - - - - - - - - 100 10.2
6.85% India Infrastructure Finance Company Limited - 2014 - - - - - - - - - - 100 10.5

Total tax free bonds 8,872.7 5,670.6 1,079.3 1,169.7 1,086.0 3,207.6

(ii) Taxable bonds at amortised cost

8.95% Nabard 01 Jan 2018 2,500 45.1 2,500 42.9 2,500 39.1 2,500 36.0 - - - -
8.80% Power Grid Corporation of India Limited - 13 Mar 2023 600 629.1 1,000 602.6 500 500.8 850 852.3 - - - -
8.39% Power Finance Corporation Limited - 19-April-2025 250 259.2 250 248.6 - - - - - - - -
8.82% Rural Electrification Corporation Limited - Sr 114 - 12-Apr-2023 250 259.4 250 270.3 250 270.2 750 800.8 - - - -
11.25% Power Finance Corporation Limited - 28-Nov-2018 100 113.5 100 108.8 100 110.6 100 112.2 100 113.7 - -
8.40% Power Grid Corporation of India Limited - 27-May-2024 50 51.0 50 53.0 - - - - - - - -
8.70% Power Grid Corporation of India Limited 15-Jul-2018 50 54.6 50 52.3 50 51.9 50 51.6 - - - -
8.70% Power Grid Corporation of India Limited 15-Jul-2023 50 53.1 86 51.0 50 50.7 50 50.6 - - - -
6% National Highways Authority of India Limited - 31-Mar-17 - - - - 500 5.3 500 5.0 - - - -
7.87% Export Import Bank of India - 16-May-2016 - - - - 250 265.7 250 264.4 - - - -
8.33% Union Bank 19-May-2016 - - - - 100 103.0 100 103.0 - - - -
8.78% Power Finance Corporation Limited - 11-Dec-2016 - - - - 5 5.1 - - - - - -
8.5 % Export Import Bank of India Sr Q07 - - 08-Jul-2023 - - - - - - 100 101.4 - - - -
8.56% Nuclear Power Corporation of India - 15-Mar-2023 - - - - - - 150 144.5 - - - -
8.76% Export Import Bank of India - 10-Jan-2018 - - - - - - 50 49.4 - - - -
8.84% Power Finance Corporation Limited - 04-Mar-2023 - - - - - - 100 101.0 - - - -
8.88% National Bank For Agricultural Rural Developent Sr-XIII O 25-Sep-2015 - - - - - - 100 104.4 - - - -
8.95% Power Finance Corporation Limited - 11-Mar-2018 - - - - - - 50 49.3 - - - -
9.14% Infrastructure Development Finance Company Limited - 27-Jan-2016 - - - - - - 100 101.5 - - - -
9.25% Rural Electrification Corporation Limited - Sr 109 - 27-Aug-2017 - - - - - - 100 107.1 - - - -
9.33% Export Import Bank of India 24-Oct-2018 - - - - - - 100 102.9 - - - -
9.35% Indian Oil Corporation Limited - 30-Apr-2017 - - - - - - 150 159.8 - - - -
9.38% Rural Electrification Corporation Limited 06-Nov-2018 - - - - - - 100 103.8 - - - -

250
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to Restated consolidated financial information

NOTE 4 : Non-Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of (Rs. Number of Units (Rs. Number of (Rs. Number of (Rs. Number of (Rs. Number of (Rs.
Units in Millions) in Millions) Units in Millions) Units in Millions) Units in Millions) Units in Millions)

9.43% Indian Railway Finance Corporation Limited - 23 May 2018 - - - - - - 150 157.4 - - - -
9.50% Export Import Bank of India Sr-Q-16 Bond 09-Oct-18 - - - - - - 150 155.9 - - - -
9.61% Rural Electrification Corporation Limited - 03 Jan 2019 - - - - - - 150 154.0 - - - -
9.63% Rural Electrification Corporation Limited 05-Feb-2019 - - - - - - 100 100.9 - - - -
9.70% Export Import Bank of India 21-Nov-2018 - - - - - - 800 832.4 - - - -
9.81% Power Finance Corporation Limited. Sr-109 - - 07-Oct-2018 - - - - - - 250 265.9 - - - -
9.81% Power Finance Corporation Limited.-07-Oct-2018 - - - - - - 300 315.6 - - - -
9.81% Power Finance Corporation Limited.- Bonds-07-Oct-2018 - - - - - - 250 264.5 - - - -
9.70% Power Finance Corporation Limited - 15 Dec 2018 - - - - - - - - 50 53.0 - -
9.66% Power Finance Corporation Limited - 15 Apr 2017 - - - - - - - - 100 111.1 - -

Total taxable bonds 1,464.9 1,429.5 1,402.6 5,647.7 277.8 -

Unquoted bonds
(iii) Taxable bonds at amortised cost
6 % National Highways Authority of India - 2017 - - - - 500 5.3 500 5.0 - - - -

Total taxable bonds - - 5.3 5.0 - -

Total bonds 10,337.7 7,100.1 2,487.2 6,822.4 1,363.8 3,207.6

(E) Investment in debentures

Quoted at amortised cost
8.58% Infrastructure Leasing & Financial Services Limited - 01 Dec 2018 2,50,000 267.9 2,50,000 257.2 - - - - - - - -
8.70% IL&FS Financial Services Limited- 30-Sep-2018 2,50,000 250.1 2,50,000 260.9 - - - - - - - -
8.74% Infrastructure Leasing & Financial Services Limited - 10-Aug-2018 2,50,000 253.1 2,50,000 264.0 - - - - - - - -
8.90% IL&FS Financial Services Limited- 21-Mar-2019 2,50,000 261.8 2,50,000 250.7 - - - - - - - -
0% Infrastructure Leasing & Financial Services Limited - 10-Apr-2018 1,50,000 169.4 1,50,000 162.2 - - - - - - - -
8.77% ICICI Home Finance Company Limited - 21-Dec-2018 500 261.5 500 250.5 - - - - - - - -
8.80% ICICI Home Finance Company Limited - 15-Nov-2017 500 270.3 - - - - - - - - - -
8.80% Kotak Mahindra Prime Limited - 26 Jun 2018 450 453.9 200 462.6 - - - - - - - -
8.71% Can Fin Homes Limited - 07 Aug 2018 350 354.6 350 369.8 - - - - - - - -
8.48% HDB Financial Services Limited - 13-May-2019 250 256.9 - - - - - - - - - -
8.80% Kotak Mahindra Prime Limited - 15 Mar 2018 150 152.6 150 159.1 - - - - - - - -
8.80% Kotak Mahindra Prime Limited 10 Jul 2018 150 157.9 400 175.6 - - - - - - - -
9.10% HDB Financial Services Limited - - 29 Dec 2017 150 160.2 150 153.4 150 153.4 - - - - - -
8.71% HDB Financial Services Limited - 20 Oct 2018 100 101.2 100 105.6 - - - - - - - -
8.80% Can Fin Homes Limited - 02 Jul 2018 100 102.2 100 106.6 - - - - - - - -
10.25% Mahindra & Mahindra Financial Services Limited- -08-Oct-2018 50 56.4 50 54.2 - - - - - - - -
9.05% Fullerton India Credit Comapny Limited - 30 April 2018 - Series 33-A 50 51.9 50 54.2 - - - - - - - -
8.74% Infrastructure Leasing & Financial Services Limited - 10 Aug 2017 - - 1,00,000 105.9 - - - - - - - -
9.65% IL&FS Financial Services Limited - - 18 Sep 2017 - - 30,250 294.4 2,80,000 294.4 - - - - - -
8.75% Mahindra & Mahindra Financial Services Limited - 31 Jul 2017 - - 400 423.5 - - - - - - - -
8.70% Kotak Mahindra Investment Limited 11 Aug 2017 - - 250 263.8 - - - - - - - -
8.8075% Mahindra & Mahindra Financial Services Limited - 15 May 2017 - - 250 268.2 - - - - - - - -
8.90% Kotak Mahindra Investment Limited - 11 Sep 2017 - - 250 262.3 - - - - - - - -
9.00% Reliance Capital Limited 28 July 2017 - - 250 265.1 - - - - - - - -
8.75% Mahindra & Mahindra Financial Services Limited - Aug 2017 - - 50 52.8 - - - - - - - -
10.60% LIC Housing Finance - 06-Sept-2016 - - - - 800 858.5 - - - - - -
10.17% HDB Financial Services Limited - 11 Nov 2016 - - - - 350 363.6 - - - - - -
0% Housing Development Finance Corporation Limited - 16-Jan-2017 - - - - 250 335.7 - - - - - -
8.54% HDB Financial Services Limited - 03 Jun 2016 - - - - 250 265.4 - - - - - -
9.71% Tata Sons Limited - 13 Dec 2016 - - - - 250 258.1 - - - - - -
10.18% Lic Housing Finance - 19-Sep-2016 - - - - 200 212.5 - - - - - -
10.05% Hdb Financial Services Limited - 10-Feb-2017 - - - - 150 152.2 250 253.4 - - - -
9.06% Hdb Financial Services Limited - 20 Jun 2016 - - - - 150 153.5 - - - - - -
9.15% Housing Development Finance Corporation Limited - Sr K028 - 03 Apr 2016 - - - - 50 54.2 50 53.8 - - - -
9.68% Tata Sons Limited - 10-Jan-2017 - - - - 50 51.1 - - - - - -
9.75% Housing Development Finance Corporation Limited - 10-Oct-2016 - - - - 50 52.5 - - - - - -
9.78% Tata Sons Limited - 23-Jul-2015 - - - - - - 250 268.8 - - - -
9.58% Housing Development Finance Corporation Limited - Sr J 026 - 29 Aug 2015 - - - - - - 250 263.6 - - - -
8.85% Infrastructure Development Finance Company Limited - 27 Jan 2016 - - - - - - 200 204.0 - - - -
9.60% Housing Development Finance Corporation Limited - 18-Jul-15 - - - - - - 200 214.2 200 214.7 - -

251
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to Restated consolidated financial information

NOTE 4 : Non-Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of (Rs. Number of Units (Rs. Number of (Rs. Number of (Rs. Number of (Rs. Number of (Rs.
Units in Millions) in Millions) Units in Millions) Units in Millions) Units in Millions) Units in Millions)

9.70% Housing Development Finance Corporation Limited - 16 Apr 2015 - - - - - - 150 165.3 250 277.6 - -
9.90 % Tata Sons Limited 2016 - - - - - - 150 152.2 - - - -
9.5553% Hdb Financial Services Limited - 25 Sep 2015 - - - - - - 100 110.6 - - - -
9.60% Housing Development Finance Corporation Limited - Sr J 021 - 07 Aug 2015 - - - - - - 100 106.8 - - - -
9.55% Housing Development Finance Corporation Limited - 07 Sep 2015 - - - - - - 50 52.9 50 53.0 - -
9.85% Housing Development Finance Corporation Limited - Sr J005 - 05 Jun 2015 - - - - - - 50 54.4 - - - -

Total debentures 3,582.0 5,022.7 3,205.2 1,900.1 545.3 - -

(F) Investment in government securities

Quoted investment in government securities at FVOCI
8.60% Government of India - 02 Jun 2028 1,70,000 1,944.9 2,20,000 2,394.6 1,70,000 1,866.6 - - - - - -
9.20% Government of India - 30 Sep 2030 1,30,000 1,529.8 1,30,000 1,437.9 1,30,000 1,454.0 - - - - - -
8.40% Government of India - 28 Jul 2024 80,000 876.1 80,000 844.0 80,000 846.8 - - - - - -
7.72% Government of India 25 May 2025 50,000 536.4 5,25,000 5,406.8 - - - - - - - -
8.72% Andhra Pradesh SDL 06 Feb 2023 25,000 275.5 25,000 264.8 25,000 263.2 25,000 247.0 - - - -
8.15% Government of India - 24 Nov 2026 15,000 165.8 15,000 158.4 15,000 159.1 - - - - - -
8.67% Maharashtra SDL 24 Feb 2026 5,000 55.8 5,000 52.4 - - - - - - - -
9.23% Government of India - 23 Dec 2043 - - 1,60,000 1,860.4 1,60,000 1,886.0 - - - - - -
7.88% Government of India - 19-Mar-2030 - - 25,000 251.8 - - - - - - - -
8.83% Government of India - 25 Nov 2023 - - - - - - 10,000 103.2 - - - -
8.33% Government Stock 09 Jul 2026 - - - - - - - - 10,000 103.9 - -
8.20% Government Security 2025 - 24-Sep-25 - - - - - - - - 5,000 50.6 - -
Total government securities 5,384.3 12,671.2 6,475.6 350.2 154.5 -

(G) Mutual Funds

Quoted Mutual funds at FVPL
HDFC Fixed Maturity Plan 453D February, 2014 - - - - - - 20,00,000 20.4 - - - -
IDFC Fixed Term Plan Series - 75 - 406 Days - 08-Apr-15 - - - - - - 2,50,000 2.5 - - - -
Sundaram Fixed Term Plan - Di - 375 Days Growth - 04-Apr-14 - - - - - - - - 10,00,000 10.0 - -
Sundaram Fixed Term Plan Df 396 Days Direct Growth - - - - - - - - 6,28,500 6.3 - -
Sundaram Fixed Term Plan Cq 370 Days Growth - 04-Apr-13 - - - - - - - - - - 40,00,000 40.2
Reliance Fixed Horizon Fund - Xxi - Series 18-Growth Plan - - - - - - - - - - 5,90,000 5.9
Jpmorgan India Fixed Maturity Plan 400D Series 6 - Growth Plan - - - - - - - - - - 4,32,700 4.4

Total quoted mutual funds - - - 22.9 16.3 50.5

Unquoted Mutual funds at FVPL

Icici Prudential Ultra Short Term Plan - Direct - Growth 1,10,52,393 187.0 - - - - - - - - - -
Kotak Treasury Advantage Fund – Direct - Growth 68,38,294 173.8 - - - - - - - - - -
Idfc Money Manager - Treasury Plan - Direct - Growth 64,58,675 163.0 - - - - - - - - - -
Hdfc Floating Rate Income Fund - Stp - Direct - Growth 60,98,830 166.5 - - - - - - - - - -
Reliance Medium Term Fund - Direct - Growth 49,25,558 164.3 - - - - - - - - - -
Jm High Liquidity Fund - Direct Growth 27,09,787 116.6 - - - - - - - - - -
Dsp Blackrock Ultra Short Term Fund Direct Growth 13,13,474 15.1 - - - - - - - - - -
Birla Sun Life Savings Fund - Direct - Growth 5,35,518 165.0 - - - - - - - - - -
Birla Sun Life Floating Rate Fund - Ltp - Direct - Growth 3,22,246 62.3 - - - - - - - - - -
Axis Treasury Advantage Fund - Growth - Direct Plan 1,02,211 181.9 - - - - - - - - - -
Baroda Pioneer Treasury Advantage Fund - Plan B - Direct - Growth 97,087 178.9 - - - - - - - - - -
Icici Prudential Money Market Fund -Dir-Growth 92,337 20.1 - - - - - - - - - -
Canara Robecco Savings Plus Fund Direct Growth 81,234 2.0 - - - - - - - - - -
Uti Floating Rate Fund - Stp - Direct – Growth 62,902 164.2 - - - - - - - - - -
Principal Cash Management - Direct Plan - Growth 60,733 72.7 - - - - - - - - - -
Reliance Liquid Fund - Cash Plan - Direct - Growth 48,451 123.1 - - - - - - - - - -
Uti Treasury Advantage Fund - Direct - Growth 18,891 61.5 - - - - - - - - - -
Uti Money Market Direct Growth 8,552 15.1 - - - - - - - - - -
Sbo Premier Liquid Fund -Direct-Growth 8,122 20.1 - - - - - - - - - -
Kotak Liquid Scheme Plan A Direct Growth 6,290 20.1 - - - - - - - - - -
Hdfc Cash Management Saving Plan Growth 5,795 19.0 - - - - - - - - - -
Cannara Robecco Liquid- Direct Growth 5,266 10.0 - - - - - - - - - -
Uti Treasury Advantage Fund Growth - Direct Plan 4,748 10.3 - - - - - - - - - -
Cannara Robecco Liquid- Fund Institutional Growth Plan 4,279 12.0 - - - - - - - - - -
Hdfc Cash Management Saving Plan Dp Growth 3,679 12.1 - - - - - - - - - -

252
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to Restated consolidated financial information

NOTE 4 : Non-Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of (Rs. Number of Units (Rs. Number of (Rs. Number of (Rs. Number of (Rs. Number of (Rs.
Units in Millions) in Millions) Units in Millions) Units in Millions) Units in Millions) Units in Millions)

Hdfc Cash Management Saving Plan Growth - - 5,79,494 18.3 5,79,494 16.9 5,79,494 15.5 5,79,494 14.2 5,79,494 13.0
Dsp Merill Lynch Liquidity Fund - Growth - - 3,02,847 10.8 3,02,847 10.0 3,02,847 9.1 3,02,847 8.4 3,02,847 7.7
Uti Liquid Cash Plan Regular - Growth - - 4,522 10.7 4,522 9.9 4,522 9.2 4,522 8.4 4,522 7.8
Canara Liquid Fund Institutional Growth Plan - - 4,279 11.5 4,279 10.7 4,279 9.8 4,279 9.0 4,279 8.3
Icici Prudential Ultra Short Term Plan - Direct - Growth - - - - 1,86,28,284 266.7 - - - - - -
Principal Cash Management - Direct Plan - Growth - - - - 96,389 131.2 97,327 121.4 - - - -
Jp Morgan India Liquid Fund - Direct - Growth - - - - 2,58,039 4.7 2,58,039 4.3 - - - -
Jp Morgan India Treasury Fund - Direct - Growth - - - - 2,61,57,816 481.9 - - - - - -
Axis Treasury Advantage Fund - Growth - Direct Plan - - 79,235 135.1 - - - - - - - -
Icici Prudential Ultra Short Term Plan - Direct - Growth - - 1,10,52,393 172.5 - - - - - - - -
Baroda Pioneer Treasury Advantage Fund - Plan B - Direct - Growth - - 97,087 170.3 - - - - - - - -
Kotak Treasury Advantage Fund – Direct - Growth - - 68,38,294 166.6 - - - - - - - -
Hdfc Floating Rate Income Fund - Stp - Direct - Growth - - 60,98,830 159.2 - - - - - - - -
Uti Floating Rate Fund - Stp - Direct – Growth - - 62,902 156.7 - - - - - - - -
Birla Sun Life Savings Fund - Direct - Growth - - 5,35,518 157.3 - - - - - - - -
Jm High Liquidity Fund - Direct Growth - - 27,09,787 112.3 - - - - - - - -
Principal Cash Management - Direct Plan - Growth - - 1,09,353 161.3 - - - - - - - -
Reliance Liquid Fund - Cash Plan - Direct - Growth - - 48,451 118.5 - - - - - - - -
Idfc Money Manager - Treasury Plan - Direct - Growth - - 64,58,675 156.1 - - - - - - - -
Reliance Medium Term Fund - Direct - Growth - - 49,25,558 156.3 - - - - - - - -

Total unquoted mutual funds 2,136.7 1,873.4 931.9 169.3 40.1 36.7

Total non-current investments 27,303.0 32,147.6 15,358.5 10,221.7 4,075.6 5,535.5

Total non-current investments

Aggregate amount of unquoted investments 3,793.5 3,532.2 2,378.8 1,128.7 957.5 689.6
Aggregate amount of quoted investments and market value thereof 24,038.2 28,696.4 13,189.6 9,127.6 3,143.0 4,845.0

(i) # During the half year ended September 30, 2016, the Group has recorded an impairment of Rs. 50.1 millions on 10% Optionally Convertible Redeemable Preference Shares of Power Exchange India Limited and the impairment charge has been debited to the Restated Statement of
Consolidated Profit and Loss.
(ii) During the half year ended September 30, 2016, one of the subsidiary company has reclassified investment in mutual funds fair valued through profit and loss as non-current investments which were hitherto classified as current investments as the management of the subsidiary intends to hold
the same for more than twelve months. Accordingly, previous years / period figures have been restated. (Refer Equity Reconciliations in Note 41)

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Annexure VI - Notes to the Restated Consolidated Financial Information
5 Other financial assets (non-current) (Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma

Non-current bank balances

Fixed deposits with maturity for more than 12 months 2,868.7 4,490.9 7,499.9 7,719.7 8,869.7 9,229.2
Earmarked fixed deposits with maturity for more than 12 months * 3,543.0 725.0 1,158.9 1,179.5 1,820.0 1,108.0
Total 6,411.7 5,215.9 8,658.8 8,899.2 10,689.7 10,337.2

Others
Security deposit for utilities and premises 70.8 64.7 64.0 67.1 74.3 69.9
Interest accrued on bank deposits 270.3 573.8 277.5 689.4 257.1 370.9
Total 341.1 638.5 341.5 756.5 331.4 440.8
* Earmarked deposits are restricted and includes deposits towards Core Settlement Guarantee Fund (Refer Note 37), listing entities, defaulter members , investor services fund and other restricted deposits.

6 Other financial assets (current) (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma

Interest accrued on bank deposits and certificate of deposits* 1,034.2 1,229.6 1,976.2 2,812.7 2,807.1 1,765.1
Unbilled revenue 126.7 26.5 77.9 18.9 - 4.8
Advances to related parties (refer note no.32) - 2.2 - - - -
Receivable from member towards contribution Core Settlement Guarantee - 164.2 1,131.1 - - -
Fund
Settlement obligation receivable from member (refer note 37 (b)) 61.0 61.9 482.8 482.8 - -
Other receivables 139.8 82.9 114.2 96.3 143.3 86.7
Total 1,361.7 1,567.3 3,782.2 3,410.7 2,950.4 1,856.6

* Interest accrued on bank deposits and certificate of deposits includes Rs.197.7 millions, Rs. 168.9 millions, Rs.66.6 millions, Rs.80.3 millions, Rs. 37.0 millions and Rs. 42.2 millions for the period ended 30.09.2016, for the year
ended 31.03.2016, 31.03.2015, 31.03.2014, 31.03.2013 and 31.03.2012, respectively relates to Interest accrued on Earmarked deposits towards Core Settlement Guarantee Fund (Refer Note 37), listing entities, defaulter
members , investor services fund and other restricted deposits.

7 Other non-current assets (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma

Capital advances 23.4 13.6 94.0 50.8 29.0 56.7

Prepaid expenses 53.5 20.9 38.9 38.1 12.2 4.0
Securities Transaction Tax paid * 105.9 105.9 105.9 105.9 105.9 105.9
Other receivables - 2.0 2.0 5.1 11.2 0.1
182.8 142.4 240.8 199.9 158.3 166.7

*Securities Transaction Tax ("STT") paid represents amounts recovered by tax authorities towards STT, interest and penalty thereon recoverable from few members and ad-hoc STT, interest and penalty thereon which is
disputed by the Company. The Company has recovered an amount of Rs.53.9 millions against the STT paid to tax authorities from the respective members and which is held as deposit and disclosed under other non current
liabilities (Refer note: 22). The contingent liability of Rs. 67.6 million net of recoveries from members amounting to Rs. 53.9 million disclosed under contingent liability (Refer note: 34 (d))

8 Other current assets (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma

Advance recoverable in cash or kind 72.7 41.5 66.5 79.8 53.9 45.7
Balances with service tax authorities 181.4 180.2 159.8 214.6 160.7 120.2
Prepaid expenses 401.4 278.0 141.7 114.4 110.7 123.8
Other receivables 13.7 - - 224.1 226.6 0.3
669.2 499.7 368.0 632.9 551.9 290.0

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Annexure VI : Notes to Restated consolidated financial information

NOTE 9 : Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Units (Rs. Number of Units (Rs. Number of Units (Rs. Number of (Rs. Number of Units (Rs. Number of (Rs.
in Millions) in Millions) in Millions) Units in Millions) in Millions) Units in Millions)

A) Investment in bonds
Quoted bonds
(i) Taxable bonds at amortised cost
6 % National Highways Authority of India - 2017 500 5.5 500 5.3 - - - - - - - -
6% National Highways Authority of India Limited - 31-Mar-17 500 5.2 500 5.6 - - - - - - - -
8.78% Power Finance Corporation Limited - 11 Dec 2016 5 5.3 5 5.1 - - - - - - - -
7.87% Export Import Bank of India - 16 May 2016 - - 250 267.1 - - - - - - - -
8.33% Union Bank 19 May 2016 - - 100 103.0 - - - - - - - -
9% Mahindra & Mahindra Financial Services Limited - 04 May 2015 - - - - 150 175.7 - - - - - -
8.88% National Bank For Agricultural Rural Developent Sr-Xiii O 25 Sep 2015 - - - - 100 104.5 - - - - - -
9.14% Infrastructure Development Finance Company Limited - 15 Jan 2016 - - - - 100 101.1 - - - - - -
9.35% Indian Oil Corporation Limited - 30 Apr 2017 - - - - 50 160.6 - - - - - -
9.63% Power Finance Corporation Limited - 15 Dec 2014 - - - - - - 100 102.7 - - - -
6.85% Indian Railway Finance Corporation Limited 14-September-2014 - - - - - - 7 7.1 - - - -
7.22% Rural Electrification Corporation Limited 31-Dec-2014 - - - - - - 6 6.0 - - - -
8.85% Power Finance Corporation Limited - Sr 93A - 15 Oct 2014 - - - - - - 5 51.8 - - - -
9.48% Infrastructure Development Finance Company Limited - 14 Oct 2013 - - - - - - - - 250 257.1 - -
5.5% Nuclear Power Corporation of India Limited - 14-Aug-2013 - - - - - - - - 200 20.8 - -
5.50% Nuclear Power Corporation of India Limited.2013 - - - - - - - - 200 20.8 - -
9.45% Rural Electrification Corporation Limited - 04 Apr 2013 - - - - - - - - 184 189.8 - -
6.35% Export Import Bank of India - Sr G6 - 16 Jul 13 - - - - - - - - 1 10.4 - -
7.10% Power Finance Corporation 2012 Taxable Series 67 Bonds - - - - - - - - - - 30 31.5
- - - - - - - - - - - -
Total taxable bonds 16.0 386.1 541.9 167.6 498.8 31.5

(ii) Taxfree bonds at amortised cost

6.05% Indian Railway Finance Corporation Limited - Series 73 - 20 Dec 2015 - - - - 1,000 102.8 - - - - - -
6.00% Indian Railway Finance Corporation Limited Series 68Th - 08 March 2015 - - - - - - 1,000 102.8 - - - -
9% Indian Railway Finance Corporation - 28 Feb 2015 - - - - - - 190 200.7 - - - -
9%-Indian Railway Finance Corporation-2015 - - - - - - 10 10.7 - - - -
6.85% India Infrastructure Finance Company Limited - Series I - 22 Jan 2014 - - - - - - - - 13,346 1,354.5 - -
6.85% India Infrastructure Finance Company Limited - Series Ii - 20 Mar 2014 - - - - - - - - 6,050 607.6 - -
5.25% Nuclear Power Corporation of India Limited - 23-Mar-2014 - - - - - - - - 100 104.3 - -
5.25% Nuclear Power Corporation of India Limited 23-Mar-14 - - - - - - - - 100 105.3 - -
6.85 % India Infrastructure Finance Company Limited - 22-Jan-14 - - - - - - - - 100 10.2 - -
6.85% India Infrastructure Finance Company Limited - 2014 - - - - - - - - 100 10.7 - -
6.85% India Infrastructure Finance Company Limited - - - - - - - - 75 7.5 - -

Total taxfree bonds - - 102.8 314.2 2,200.0 -

Total bonds 16.0 386.1 644.7 481.8 2,698.8 31.5

(B) Investment in debentures

(i) Quoted debentures at amortised cost
9.65% IL&FS Financial Services Limited - 18 Sep 2017 2,80,000 283.8 - - - - - - - - - -
8.74% Infrastructure Leasing & Financial Services Limited - 10 Aug 2017 1,00,000 101.4 - - - - - - - - - -
10.95% Fullerton India Credit Comapny Limited - 07-Oct-2016 1,200 663.7 1,200 636.5 - - - - - - - -
10.25% Tata Motors Finance Limited - 20-Mar-2017 750 906.8 - - - - - - - - - -
8.33% ICICI Home Finance -09-June-2017 500 268.6 - - - - - - - - - -
9.35 Piramal Enterpirses Limited - 24 July 2017 500 511.8 - - - - - - - - - -
9.80% Bajaj Finance Limited - 17 Oct 2016 500 546.3 300 314.7 - - - - - - - -
9.68% Tata Sons Limited - 10-Jan-2017 450 481.8 450 461.2 - - - - - - - -
8.75% Mahindra & Mahindra Financial Services Limited - 31 Jul 2017 400 405.9 - - - - - - - - - -
10.17% HDB Financial Services Limited - 11 Nov 2016 350 379.4 350 362.3 - - - - - - - -
9% Tata Capital Financial Services Limited - 24-May-2017 350 361.9 - - - - - - - - - -
0% Tata Capital Financial Services Limited March 17 300 344.0 - - - - - - - - - -
9.75% Housing Development Finance Corporation Limited - 10-Oct-2016 300 328.1 300 314.3 - - - - - - - -
0% Housing Development Finance Corporation Limited - 16-Jan-2017 250 386.2 250 368.6 - - - - - - - -
8.70% Kotak Mahindra Investment Limited 11 Aug 2017 250 252.8 - - - - - - - - - -
8.80% Kotak Mahindra Investment Limited - 28 Feb 2017 250 251.9 250 262.9 - - - - - - - -
8.8075% Mahindra & Mahindra Financial Services Limited - 15 May 2017 250 257.5 - - - - - - - - - -
8.90% Kotak Mahindra Investment Limited 11 Sep 2017 250 251.2 - - - - - - - - - -
9.00% Reliance Capital Limited 28 July 2017 250 253.8 - - - - - - - - - -
9.15 Piramal Enterprises Limited 10-Apr-2017 250 260.1 - - - - - - - - - -
9.25% Dewan Housing Finance Limited - 7-Dec-2016 250 268.7 - - - - - - - - - -
9.25% Housing Development Finance Corporation Limited - 21Oct2016 250 271.4 250 260.1 - - - - - - - -
9.40% Dewan Hsg Finance Corp.- 30/03/2017 250 262.5 - - - - - - - - - -
9.71% Tata Sons Limited - 13 Dec 2016 250 269.5 250 257.6 - - - - - - - -

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Annexure VI : Notes to Restated consolidated financial information

NOTE 9 : Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Units (Rs. Number of Units (Rs. Number of Units (Rs. Number of (Rs. Number of Units (Rs. Number of (Rs.
in Millions) in Millions) in Millions) Units in Millions) in Millions) Units in Millions)
10.18% Lic Housing Finance - 19-Sep-2016 - - 200 211.4 - - - - - - - -
10.95% Dewan Housing Finance Limited 200 208.4 - - - - - - - - - -
9.16 Bajaj Finance Limited - 11 Nov 2016 200 216.1 - - - - - - - - - -
10.05% HDB Financial Services Limited - 10-Feb-2017 150 159.6 150 152.1 - - - - - - - -
9.06% HDB Financial Services Limited - 20 Dec2016 150 160.3 150 153.5 - - - - - - - -
10% Fullerton India Credit Company Limited - 16-Jan-2017 100 107.3 - - - - - - - - - -
10.23% Shriram Transport Finance Company Limited - 03 Jul 2016 - - 100 102.8 - - - - - - - -
9% Shriram Transport Finance Company Limited - 17 Jun 2016 - - 350 358.7 - - - - - - - -
9.20% L&T Finance - 15-Feb-2017 100 266.4 - - - - - - - - - -
9.40% Tata Motors Finance Limited - 10 Jun 2016 - - 500 537.5 - - - - - - - -
10.60% Lic Housing Finance - 06-Sept-2016 - - 800 851.4 - - - - - - - -
8.75% Mahindra & Mahindra Financial Services Limited - Aug 2017 50 50.7 - - - - - - - - - -
9.15% Housing Development Finance Corporation Limited - Sr K028 - 03 Apr 2016 - - 50 54.6 - - - - - - - -
9.58% Sundaram Bnp Paribas Home Finance Limited 10 Oct 2016 50 54.6 50 52.3 - - - - - - - -
0% Dewan Housing Finance Corp. Limited - 26/04/2017 40 51.7 - - - - - - - - - -
9.95% L&T Finance Company Limited - 28 Oct 2016 40 109.1 40 104.7 - - - - - - - -
9.65% Shriram Transport Finance Company Limited - 31 Jul 2016 - - 2,50,000 250.5 - - - - - - - -
11.60% Shriram Transport Finance Company Limited - 11 July 2016 - - 1,50,000 151.0 - - - - - - - -
9.45% Ashok Leyland Limited - 2016 - - 750 802.0 - - - - - - - -
5% Dewan Housing Finance Corporation Limited - 06 May 2016 - - 600 695.2 - - - - - - - -
9.40% Tata Motors Finance Limited - 05 Jun 2016 - - 300 322.9 - - - - - - - -
8.54% HDB Financial Services Limited - 03 Jun 2016 - - 250 267.6 - - - - - - - -
9.65% Tata Capital Financial Services Limited - 26 May 2016 - - 250 295.2 - - - - - - - -
9.4623% Tata Capital Financial Services Limited - 08 Jul 2016 - - 200 233.5 - - - - - - - -
8.90% L&T Finance Company Limited - 20 May 2016 - - 150 190.6 - - - - - - - -
9.90%Dewan Housing -Debenture - 06May2016 - - 150 150.0 - - - - - - - -
9.3450% L&T Finance Company Limited - 13 May 2016 - - 100 268.4 - - - - - - - -
0% Shriram Transport Finance Co Limited – 24 May 2016 - - 50 63.4 - - - - - - - -
8.80% Sundaram Finance Limited - 03 Jun 2016 - - 50 53.6 - - - - - - - -
9.15% Shriram Transport Finance Company Limited - 02 Jun 2016 - - 50 53.8 - - - - - - - -
9.55% Bajaj Finance Limited - 10 Aug 2016 - - 50 53.1 - - - - - - - -
9.60% Sundaram Finance Limited - 23 Sep 2016 - - 50 52.6 - - - - - - - -
10.80 Dewan Housing Finance Corporation Limited - 05 Dec 2015 - - - - 850 884.3 - - - - - -
9.15% Tata Motors Limited - 03 Jun 2015 - - - - 750 751.2 - - - - - -
10.59% Aditya Birla Finance Limited - 18 May 2015 - - - - 600 792.2 - - - - - -
9.85% Housing Development Finance Corporation Limited - Sr J005 - 05 Jun 2015 - - - - 500 54.1 - - - - - -
9.99% Sundaram Finance Limited - 04 May 2015 - - - - 450 489.9 - - - - - -
10.40% Tata Motors Finance Limited - - 22 May 2015 - - - - 400 435.5 - - - - - -
10.52% Sundaram Bnp Paribas Home Finance Limited - 03 Apr 2015 - - - - 400 420.6 - - - - - -
8.95% L&T Infrastructure Finance Company Limited - 15 Jun 2015 - - - - 400 430.4 - - - - - -
10.50% Fullerton India Credit Comapny Limited - 11 Dec 2015 - - - - 350 364.0 - - - - - -
9.93% Tata Capital Financial Services Limited 31 Jul 2015 - - - - 300 320.0 - - - - - -
10.40% Tata Motors Finance Limited - 12 Jun 2015 - - - - 250 270.7 - - - - - -
11.50% Fullerton India Credit Comapny Limited - 21-Aug-2015 - - - - 250 269.0 - - - - - -
8.95% L&T Infrastructure Finance Company Limited - 04 May 2015 - - - - 250 270.3 - - - - - -
9.60% Tata Motors Finance Limited - 13 May 2015 - - - - 250 271.1 - - - - - -
9.78% Tata Sons Limited - 23 Jul 2015 - - - - 250 267.3 - - - - - -
9.85% Tata Capital Financial Services Limited - 15 Apr 2015 - - - - 250 261.3 - - - - - -
9.89% Tata Motors Finance Limited - 26-Jun-2015 - - - - 250 256.7 - - - - - -
9.90% Dewan Housing Finance Corporation Limited - 17 Jun 2015 - - - - 250 250.2 - - - - - -
0% Sundaram Bnp Paribas Home Finance Limited - 28 May 2015 - - - - 200 228.1 - - - - - -
8.85% Infrastructure Development Finance Company Limited --27Jan16 - - - - 200 203.9 - - - - - -
9.20% Mahindra & Mahindra Financial Services Limited - 22 Apr 2015 - - - - 200 236.6 - - - - - -
9.60% Housing Development Finance Corporation Limited - 26 Jun 2015 - - - - 200 200.6 - - - - - -
9.60% Housing Development Finance Corporation Limited - - - - 200 213.6 - - - - - -
10.20% Sundaram Finance Limited - 14 May 2015 - - - - 150 163.5 - - - - - -
9.30% Tata Sons Limited - 24 Dec 2015 - - - - 150 153.8 - - - - - -
9.70% Housing Development Finance Corporation Limited - 16 Apr 2015 - - - - 150 163.9 - - - - - -
9.90 % Tata Sons Limited 2016 - - - - 150 151.9 - - - - - -
10.57035% Aditya Birla Finance Limited 09 Apr 2015 - - - - 130 171.3 - - - - - -
10% Fullerton India Credit Comapny Limited - 15 Jan 2016 - - - - 100 102.5 - - - - - -
10.10% Sundaram Finance Limited - 11 Jul 2015 - - - - 100 107.5 - - - - - -
8.91% L&T Infrastructure Finance Company Limited - 16 Apr 2015 - - - - 100 108.4 - - - - - -
9.5553% HDB Financial Services Limited - 25 Sep 2015 - - - - 100 119.8 - - - - - -
9.60% Housing Development Finance Corporation Limited - Sr J 021 - 07 Aug 2015 - - - - 100 106.4 - - - - - -
9.83% Tata Capital Financial Services Limited - 30 Apr 2015 - - - - 100 108.9 - - - - - -
9.985 % Tata Motors Finance Limited - 26-Oct-2015 - - - - 100 104.3 - - - - - -
0% Tata Capital Financial Services Limited - 30 Jun 2015 - - - - 50 65.8 - - - - - -
11.10% Fullerton India Credit Comapny Limited - 04 Sep 2015 - - - - 50 53.4 - - - - - -

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Annexure VI : Notes to Restated consolidated financial information

NOTE 9 : Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Units (Rs. Number of Units (Rs. Number of Units (Rs. Number of (Rs. Number of Units (Rs. Number of (Rs.
in Millions) in Millions) in Millions) Units in Millions) in Millions) Units in Millions)
9.50% HDB Financial Services Limited - 22 Dec 2015 - - - - 50 50.0 - - - - - -
9.55% Housing Development Finance Coropration Limited 07-Sep-2016 - - - - 50 52.7 - - - - - -
9.85% Housing Development Finance Corporation Limited - 28 May 2015 - - - - 50 54.2 - - - - - -
9.99% Sundaram Finance Limited - 03 Aug 2015 - - - - 50 53.3 - - - - - -
8.70% Bajaj Finance Limited - 22 Jul 2015 - - - - 25 264.4 - - - - - -
10.15% Tata Capital Financial Services Limited 20-Jun-2014 - - - - - - 400 430.8 - - - -
10.20% Mahindra Mahindra Financial Services Limited - 08 Jul 2014 - - - - - - 300 320.9 - - - -
0% Mahindra & Mahindra Financial Services Limited - 04 Nov 2014 - - - - - - 250 236.1 - - - -
10% Tata Motors Finance Limited - 25 Nov 2014 - - - - - - 250 258.3 - - - -
10.10% Mahindra Mahindra Financial Services Limited - 09-Sep-2014 - - - - - - 250 263.5 - - - -
10.30% Tata Sons Limited - 23 Apr 2014 - - - - - - 250 274.3 - - - -
0% Sundaram Finance Limited - 10 Nov 2014 - - - - - - 200 188.6 - - - -
0% Tata Capital Financial Services Limited - 04 Nov 2014 - - - - - - 150 190.3 - - - -
9.75% Aditya Birla Finance Limited - 13 Oct 2014 - - - - - - 150 156.5 - - - -
9.80% Hdfc 2014 - Bonds - 09-Oct-2014 - - - - - - 150 156.6 - - - -
10.20% Mahindra & Mahindra Financial Services Limited - 23 Oct 2014 - - - - - - 100 104.1 - - - -
10.4% Sundaram Finance Limited - 20-Jun-2014 - - - - - - 100 107.9 - - - -
9.65% Housing Development Finance Corp Limited - 16 Aug 2014 - - - - - - 100 106.0 - - - -
9.84% Tata Sons Limited - 08 Dec 2014 - - - - - - 100 103.5 - - - -
10.30% Tata Capital Financial Services Limited - 23 Oct 2014 Ip 02 Nov - - - - - - 70 73.0 - - - -
10.15% Sundaram Finance Limited 11-Jun-2014 - - - - - - 50 54.0 - - - -
10.25% Tata Capital Financial Services Limited - 14-May-2014 - - - - - - 50 54.4 - - - -
9.70% Housing Development Finance Corporation Limited - Sr I - - - - - - 50 50.2 - - - -
9.90% Bajaj Finance Limited - 24 Sep 2014 - - - - - - 45 471.9 - - - -
10.30% Tata Capital Financial Services Limited - 23 Oct 2014 - Ip 08 Nov - - - - - - 30 31.2 - - - -
10.05% Bajaj Finance Limited 11-Aug-2014 - - - - - - 15 159.3 - - - -
10.05% Bajaj Finance Limited 2015 11-Aug-2014 - - - - - - 15 159.3 - - - -
9.85% Bajaj Finance Limited 9.85 04 Oct 14 - - - - - - 10 104.7 - - - -
9.75% - Sundaram Finance Limited - 06 Sep 2013 - - - - - - - - 250 263.8 - -
9.9075% Infrastructure Development Finance Company Limited - 14 Jun 2013 - - - - - - - - 250 273.0 - -
10.47% - Mahindra & Mahindra Financial Services Limited - 17 Jun 2013 - - - - - - - - 200 216.7 - -
0.00% Tata Capital Financial Services Limited - 13S Cc - 30 Aug 2013 - - - - - - - - 150 144.6 - -
10.15% L&T Finance Limited - 23 May 2013 - - - - - - - - 150 155.4 - -
11.4% Power Finance Corporation Limited - - - - - - - - 150 158.0 - -
7.70% Hindustan Petroleum Corporation Limited - 12 April 2013 - - - - - - - - 150 161.0 - -
0% Mahindra & Mahindra Financial Services Limited Taxable Zcb Mat 16 May 2013 - - - - - - - - 100 99.0 - -
10.47% - Mahindra & Mahindra Financial Services Limited - - - - - - - - 50 53.2 - -
7.55% National Housing Bank - 12 Jul 2013 - - - - - - - - 50 52.5 - -
8.10% Sundaram Finance Limited - 25 Jun 2013 - - - - - - - - 50 52.9 - -
9.5% Housing Development Finance Corporation Limited - - - - - - - - 50 52.5 - -
9.55% Infrastructure Development Finance Co Limited - 12 Apr 2013 - - - - - - - - 50 54.5 - -
7.00% Indian Oil Corporation Limited - 24-Jul-12 - - - - - - - - - - 150 156.5
8.25%Sundaram Finance Limited - 26 Jul 2012 - - - - - - - - - - 100 102.7
8.35% Cairn India Limited - 12-Jul-12 - - - - - - - - - - 150 155.0
8.40% Cairn India Limited - 12-Oct-12 - - - - - - - - - - 100 103.1
8.40% Sundaram Finance Limited - 19-Nov-12 - - - - - - - - - - 150 152.9
9.15% Tata Power Company Limited - 23-Jul-12 - - - - - - - - - - 60 158.9
Total quoted debentures 9,953.0 9,720.5 10,297.4 4,055.5 1,737.2 828.9

(ii) Unquoted debentures at amortised cost

7.45% Tata Sons Limited - 15-Apr-12 - - - - - - - - - - 385 409.6
8.67% Axis Bank Limited - 25-Jul-12 - - - - - - - - - - 150 151.5

Total unquoted debentures - - - - - 561.0

Total debentures 9,953.0 9,720.5 10,297.4 4,055.5 1,737.2 1,390.0

(C) Investment in mutual funds

(i) Quoted Mutual funds at FVPL
HDFC Fmp 91 D Feb 2015 (I) - - - - 1,00,00,000 100.0 - - - - - -
HDFC Fmp 453D February 2014 (1) - - - - 20,00,000 22.2 - - - - - -
IDFC Fixed Term Plan Series - 75 - 406 Days - 08-Apr-15 - - - - 2,50,000 2.8 - - - - - -
Lic Nomura Mf Fixed Maturity Plan Series 75 370 Days - - - - - - 10,00,000 10.2 - - - -
Religare Invesco Fixed Maturity Plan - Series 23 - Plan B 367 Days - - - - - - 10,00,000 10.1 - - - -
Sundaram Fixed Term Plan - Dq - Direct Plan - Growth - - - - - - 10,00,000 10.7 - - - -
Baroda Pioneer 368 Days Fmp Series L - 02-Mar-15 - - - - - - 10,00,000 10.1 - - - -
DSP Blackrock Fmp - Series 108 - 12M - 19-Aug-14 - - - - - - 10,00,000 10.7 - - - -
DSP Blackrock Fmp - Series 148 - 12M - 03-Mar-15 - - - - - - 10,00,000 10.1 - - - -
Kotak Fmp Series 110 - 370 Days - 19-Aug-14 - - - - - - 10,00,000 10.7 - - - -

257
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NOTE 9 : Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Units (Rs. Number of Units (Rs. Number of Units (Rs. Number of (Rs. Number of Units (Rs. Number of (Rs.
in Millions) in Millions) in Millions) Units in Millions) in Millions) Units in Millions)
Kotak Fmp Series 116 - 370 Days - 09-Sep-14 - - - - - - 10,00,000 10.6 - - - -
Sundaram Fixed Term Plan - Di - 375 Days - Growth - 04-Apr-14 - - - - - - 10,00,000 10.9 - - - -
Tata Fixed Maturity Plan Series 43 Scheme C 370 Days - 25-Aug-14 - - - - - - 10,00,000 10.7 - - - -
IDBI Fmp Series Iv 368 Days Feb 2014 C - - - - - - 9,00,000 9.1 - - - -
Hsbc Fixed Term Series 96 - 04-Sep-14 - - - - - - 9,00,000 9.6 - - - -
Reliance Fixed Horizon Fund - Xxiv - Series 4 - Direct Growth Plan - - - - - - 6,50,000 6.9 - - - -
ICICI Prudential Fixed Maturity Plan Series 69 - 433 Days Plan E Direct - - - - - - 6,40,000 6.9 - - - -
Sundaram Fixed Term Plan Df 396 Days Direct Growth - - - - - - 6,28,500 6.9 - - - -
Hsbc Fixed Term Series 94 - 25-Aug-14 - - - - - - 4,50,000 4.8 - - - -
Indiabulls Fmp Series Iii - 370 Days July 2013 - Direct - Growth - - - - - - 3,50,000 3.7 - - - -
Sundaram Fixed Term Plan Cq 370 Days Growth - 04-Apr-13 - - - - - - - - 40,00,000 44.0 - -
Baroda Pioneer Fixed Maturity Plan - 366 Days - Series A - Growth - - - - - - - - 10,00,000 10.1 - -
Reliance Fixed Horizon Fund - Xxi - Series 18-Growth Plan - - - - - - - - 4,40,000 4.9 - -
JP morgan India Fixed Maturity Plan 400D Series 6 - Growth Plan - - - - - - - - 4,32,700 4.8 - -
Reliance Fixed Horizon Fund - Xxi - Series 18 - Growth - - - - - - - - 1,50,000 1.5 - -
DSP Blackrock Fmp - 12 Months - Series 20 - Growth - 31-May-12 - - - - - - - - - - 60,01,105 64.8
Tata Fmp - Series 34 - Plan B - Growth - 21-May-12 - - - - - - - - - - 50,09,198 54.2
Birla Sun Life Ftp - Series Cy - Growth - 28-Apr-12 - - - - - - - - - - 50,00,000 54.4
Birla Sun Life Ftp - Series Db - Growth - 22-May-12 - - - - - - - - - - 50,00,000 54.2
Birla Sun Life Ftp - Series Dd - Growth - 07-Jun-12 - - - - - - - - - - 50,00,000 53.9
DWA Ftf - Series 80 - Growth - 02-May-12 - - - - - - - - - - 50,00,000 54.4
DWA Ftf - Series 83 - Growth - 11-Jun-12 - - - - - - - - - - 50,00,000 53.8
HDFC Fmp - 370D - Jun 2011 (18) - 3 - Growth - 26-Jun-12 - - - - - - - - - - 50,00,000 53.5
HDFC Fmp - 370D - May 2011 (18) - 1 - Growth - 29-May-12 - - - - - - - - - - 50,00,000 54.1
ICICI Prudential Fmp - S 54 - 1 Years - Plan D - Growth - 25-Apr-12 - - - - - - - - - - 50,00,000 54.5
ICICI Prudential Fmp - S 55 - 1 Years - Plan G - Growth - 21-May-12 - - - - - - - - - - 50,00,000 54.1
ICICI Prudential Fmp - S 56 - 1 Years - Plan E - Growth - 30-Apr-12 - - - - - - - - - - 50,00,000 54.4
Kotak Fmp - Series 45 (370 Days) - Growth - 09-May-12 - - - - - - - - - - 50,00,000 54.4
Kotak Fmp - Series 46 (370 Days) - Growth - 28-May-12 - - - - - - - - - - 50,00,000 54.1
Kotak Fmp - Series 52 (370 Days) - Growth - 09-Jul-12 - - - - - - - - - - 50,00,000 53.4
Reliance Fhf 19 - Series 4 - Growth - 09-May-12 - - - - - - - - - - 50,00,000 54.4
Religare Fmp - Series Vii - Plan A - Growth - 16-Apr-12 - - - - - - - - - - 50,00,000 54.5
Religare Fmp - Series Vii - Plan C - Growth - 15-May-12 - - - - - - - - - - 50,00,000 54.3
SBI Magnum Dfs - 370 Days - 15 - Growth - 29-May-12 - - - - - - - - - - 50,00,000 54.3
UTI Ftif - Series Ix - Plan 2 - Growth - 16-Apr-12 - - - - - - - - - - 50,00,000 54.6
UTI Ftif - Series Ix - Plan 4 - Growth - 21-May-12 - - - - - - - - - - 50,00,000 54.2
Birla Sun Life Fixed Term Plan Series Cy Growth - - - - - - - - - - 50,00,000 54.4
DWA Fixed Term Fund - Series 80 - Growth Plan - - - - - - - - - - 50,00,000 54.4
Kotak Fixed Maturity Plan - Series 44 - 370 Days - Growth - - - - - - - - - - 50,00,000 54.5
SBI Debt Fund Series - 370 Days - 15 - Growth - - - - - - - - - - 50,00,000 54.1
Birla Sun Life Fixed Term Plan Series - Growth - 29-Nov-12 - - - - - - - - - - 10,00,000 10.3
Religare Fixed Maturity Plan - Series X - Plan F (371 Days) - Growth - 03-Dec-2012 - - - - - - - - - - 10,00,000 10.3
Birla Sun Life Ftp - Series Dt - Growth - - - - - - - - - - 10,00,000 10.0
Religare Fmp - Series X - Plan F - Growth - - - - - - - - - - 10,00,000 10.0
ICICI Prudential Fmp Series 57 - 1 Year Plan A Cumulative - - - - - - - - - - 10,00,000 10.8
ICICI Prudential Fmp Series 62 - 1 Year Plan B Cumulative - - - - - - - - - - 10,00,000 10.1
ICICI Prudential Fmp Series 62 - 1 Year Plan C Cumulative - - - - - - - - - - 10,00,000 10.1
Reliance Fixed Horizon Fund - Xxi - Series 14-Growth Plan - - - - - - - - - - 10,00,000 10.3
SBI Debt Fund Series - 367 Days - 11 - Growth - - - - - - - - - - 10,00,000 10.3
Sundaram Fixed Term Plan Cb 366 Days Growth - - - - - - - - - - 10,00,000 10.3
UTI Fixed Term Income Fund - Series X - Ix (368 Days) - Growth Plan - - - - - - - - - - 10,00,000 10.1
HDFC Fmp 370D January 2012 (2) - Growth - Series Xix - - - - - - - - - - 9,40,000 9.6
HDFC Fmp - 370D - May 2011 (18) - 1 - Growth - - - - - - - - - - 9,00,000 9.0
DSP Blackrock Fmp - Series 23 - 12M - Growth - - - - - - - - - - 7,90,000 8.1
Religare Fmp Series Xiii Plan A - 370 Days - Growth - - - - - - - - - - 5,70,000 5.7
Birla Sun Life Fixed Term Plan Series Db Growth - - - - - - - - - - 5,15,000 5.6
Fidelity Fmp Series 6 - Plan F - Growth - - - - - - - - - - 3,50,061 3.5

Total quoted mutual funds - - 125.0 152.7 65.3 1,519.6

(ii) Unquoted Mutual funds at FVPL

DSP Blackrock Ultra Short Term Fund - Direct - Growth 17,71,28,456 2,033.3 - - - - - - - - - -
Sundaram Ultra Short Term - Direct Plan - Growth 9,99,77,477 2,188.3 - - 1,44,55,202 279.1 1,41,31,857 249.1 27,87,575 44.5 - -
IDFC Ultra Short Term Fund - Direct - Growth 9,71,95,648 2,166.1 - - 17,72,338 34.7 - - - - - -
L&T Ultra Short Term Fund - Direct - Growth 8,35,99,661 2,166.8 - - - - - - - - - -
HDFC Floating Rate Income Fund - Stp - Direct - Growth 7,28,98,525 1,991.9 - - - - - - - - - -
Reliance Medium Term Fund - Direct - Growth 6,43,42,195 2,146.4 - - 39,65,295 115.5 99,014 2.6 - - - -
ICICI Prudential Ultra Short Term Plan - Direct - Growth 5,21,86,340 859.3 8,92,16,233 1,392.3 32,82,371 47.0 - - - - - -
L&T Ultra Short Term Fund - Direct - Growth 4,63,31,648 1,200.1 2,75,74,189 684.2 - - - - - - - -

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Annexure VI : Notes to Restated consolidated financial information

NOTE 9 : Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Units (Rs. Number of Units (Rs. Number of Units (Rs. Number of (Rs. Number of Units (Rs. Number of (Rs.
in Millions) in Millions) in Millions) Units in Millions) in Millions) Units in Millions)
ICICI Prudential Ultra Short Term Plan - Direct - Growth 4,44,63,062 732.1 - - 2,00,05,797 286.3 15,76,409 20.5 - - - -
IDFC Money Manager - Treasury Plan - Direct - Growth 4,02,92,009 1,017.2 6,41,80,599 1,551.1 1,12,97,903 250.7 - - - - - -
JM Money Manager Fund - Super Plus Plan - Direct - Growth 3,81,86,824 858.2 - - 3,90,615 7.8 - - - - - -
Reliance Medium Term Fund - Direct - Growth 2,50,68,677 836.3 3,76,10,209 1,193.6 - - - - - - - -
Dhfl Pramerica Ultra Short Term Fund - Direct Plan - Growth 1,60,50,554 307.9 1,60,50,554 295.1 - - - - - - - -
Birla Sun Life Floating Rate Fund - Ltp - Direct - Growth 1,07,82,788 2,082.9 - - - - - - - - - -
ICICI Prudential Flexible Income Plan - Growth - Direct 56,59,796 1,700.5 - - 2,05,945 54.2 1,62,769 39.2 - - - -
JM High Liquidity Fund - Direct Growth 55,54,116 239.0 - - 20,284 0.8 20,284 0.7 - - - -
Kotak Treasury Advantage Fund – Direct - Growth 51,54,659 131.1 - - - - - - - - - -
JP morgan India Liquid Fund - Direct - Growth 42,99,400 87.1 2,28,32,954 447.2 3,57,82,823 650.8 63,66,355 106.0 - - - -
IDFC Money Manager - Investment Plan - Direct - Growth 40,87,652 101.2 - - 6,60,478 14.4 - - - - - -
ICICI Prudential Flexible Income Plan - Growth - Direct 37,94,968 1,139.6 1,97,64,666 2,357.0 - - - - - - - -
IDFC Money Manager - Treasury Plan - Direct - Growth 33,26,122 84.2 - - 4,77,43,345 1,059.3 41,28,596 84.1 - - - -
Birla Sun Life Floating Rate Fund - Ltp - Direct - Growth 28,61,362 552.8 13,66,686 250.5 - - - - - - - -
DSP Blackrock Ultra Short Term Fund - Direct - Growth 27,45,593 31.5 9,29,05,242 1,020.6 - - - - - - - -
Kotak Flexi Debt Scheme - Plan A - Direct - Growth 26,46,665 55.1 - - 72,15,491 127.4 18,68,406 29.7 - - - -
Birla Sun Life Savings Fund - Direct - Growth 22,31,300 688.0 24,00,678 705.4 - - - - - - - -
Jm High Liquidity Fund - Direct Growth 19,95,947 85.9 43,77,261 181.3 7,63,159 29.2 7,80,220 27.3 - - - -
Invesco India Ultra Short Term Fund - Direct – Growth 8,99,755 1,983.4 - - - - - - - - - -
Tata Floater Fund - Direct - Growth 8,60,006 2,055.7 - - 913 1.9 - - - - - -
UTI Treasury Advantage Fund - Direct - Growth 7,30,223 1,583.3 - - 10,376 19.8 - - - - - -
Axis Treasury Advantage Fund - Growth - Direct Plan 4,98,612 887.4 17,49,758 2,984.5 - - - - 2,340 3.0 - -
Axis Treasury Advantage Fund - Growth - Direct Plan 4,70,330 837.1 - - 39,100 38.8 39,100 56.0 31,543 41.1 - -
Kotak Treasury Advantage Fund – Direct - Growth 4,07,495 10.4 1,16,62,790 284.0 - - - - - - - -
Religare Invesco Ultra Short Term Fund - Direct - Growth 3,23,421 713.0 10,03,372 2,114.9 - - - - - - - -
Kotak Liquid Scheme - Plan A - Direct - Growth 3,15,888 1,007.7 - - - - - - - - - -
ICICI Prudential Flexible Income Plan - Growth 2,66,855 80.2 - - 96,881 25.5 96,881 23.3 96,881 21.2 - -
UTI Floating Rate Fund - Stp - Direct – Growth 2,53,238 661.2 8,40,233 2,093.5 - - - - - - - -
UTI Treasury Advantage Fund Growth - Direct Plan 2,48,092 537.9 - - 39,720 75.6 22,877 39.8 17,910 28.4 - -
Axis Banking Debt Fund - Direct – Growth 2,42,507 351.9 - - - - - - - - - -
Birla Sun Life Cash Manager - Direct - Growth 2,40,871 94.1 14,06,723 524.4 - - - - - - - -
Baroda Pioneer Treasury Advantage Fund Plan B - Growth 1,86,285 343.2 2,13,783 375.1 71,306 114.3 73,129 106.9 - - - -
ICICI Prudential Liquid - Direct Plan - Growth 1,77,811 41.4 - - 28,37,411 293.8 - - - - - -
Birla Sun Life Floating Rate Fund - Ltp - Direct - Growth Lien Marked 1,57,986 30.5 - - - - - - - - - -
ICICI Prudential Money Market Fund - Direct- Growth 96,741 21.1 - - 57,643 11.2 57,643 10.2 - - - -
Reliance Liquid Fund - Tp - Direct - Growth 81,768 313.8 1,52,232 562.3 - - 45 0.1 - - - -
Axis Treasury Advantage Fund - Ip - Growth 62,626 111.5 - - 79,486 124.3 1,23,617 177.1 49,897 65.0 - -
Birla Sun Life Cash Plus - Direct - Growth 49,716 12.6 - - 87,92,932 1,974.9 49,716 10.2 - - - -
Reliance Liquid Fund - Cash Plan - Direct - Growth 40,832 103.7 2,53,865 620.8 73,599 165.9 3,19,462 659.5 - - - -
HDFC Cash Mgmt Fund - Savings Plan - Direct - Growth 36,968 4.0 - - - - - - - - - -
Reliance Liquid Fund - Cash Plan - Direct - Growth 30,536 77.5 - - - - - - - - - -
UTI Floating Rate Fund - Stp - Direct – Growth 28,471 74.4 - - - - - - - - - -
SBI Shdf - Ultra Short Term - Growth 24,775 50.4 - - 11,657 5.6 18,154 30.1 8,520 12.8 - -
UTI Treasury Advantage Fund - Growth 23,972 52.0 - - 31,378 59.5 35,898 62.3 50,725 80.3 - -
Reliance Money Manager Fund - Growth 22,459 48.6 - - 22,459 43.4 22,459 39.6 22,459 36.0 - -
UTI Money Market - Direct Plan - Growth 21,990 38.8 - - - - - - - - - -
Lic Nomura Mf Liquid Fund - Direct - Growth 18,333 52.3 - - - - - - - - - -
Kotak Floater - Short Term - Direct - Growth 13,727 35.4 - - - - - - - - - -
Birla Sun Life Cash Manager - Direct - Growth 13,501 5.3 - - 5,933 2.0 - - - - - -
SBI Shdf - Ultra Short Term - Direct – Growth Lien Marked 12,391 25.2 - - - - - - - - - -
UTI Floating Rate Fund - Stp - Direct – Growth Lien Marked 10,127 26.4 - - - - - - - - - -
UTI Treasury Advantage Fund - Direct- Growth 9,243 20.0 - - - - - - - - - -
SBI Shdf - Ultra Short Term - Growth - Direct Plan 9,094 18.5 - - 9,094 16.4 40,478 66.6 12,474 18.8 - -
Reliance Liquidity Fund - Direct - Growth 8,531 20.2 - - - - - - - - - -
HDFC Liquid Fund - Direct - Growth 693 2.2 693 2.1 - - - - - - - -
L&T Liquid Fund - Direct - Growth 690 1.5 690 1.4 - - 319 0.6 - - - -
UTI Floating Rate Fund - Stp - Direct – Growth Lien Marked 683 1.8 10,810 26.9 - - - - - - - -
Religare Invesco Liquid Fund - Direct - Growth 675 1.5 634 1.3 - - 377 0.7 - - - -
Axis Liquid Fund -Direct - Growth 536 0.9 536 0.9 32,254 50.0 297 0.4 - - - -
Kotak Floater - Short Term - Direct - Growth 190 0.5 20,388 50.7 - - - - - - - -
Lic Nomura Mf Liquid Fund - Direct - Growth 107 0.3 33,150 91.1 114 0.3 492 1.4 - - - -
Sundaram Ultra Short Term - Direct Plan - Growth - - 1,50,94,034 316.7 - - - - 3,78,277 6.0 - -
HDFC Floating Rate Income Fund - Stp - Direct - Growth - - 96,32,501 251.4 - - - - - - - -
ICICI Prudential Liquid - Direct Plan - Growth - - 56,27,026 39.9 1,842 0.4 9,537 1.8 - - - -
IDFC Money Manager - Investment Plan - Direct - Growth - - 40,87,652 96.5 - - - - - - - -
Kotak Flexi Debt Scheme - Plan A - Direct - Growth - - 26,46,665 51.0 - - - - - - - -
Dhfl Pramerica Low Duration Fund - Direct Plan- Growth - - 16,97,719 35.3 - - - - - - - -
IDFC Ultra Short Term Fund - Direct - Growth - - 13,82,810 29.5 - - - - - - - -
Dhfl Pramerica Ultra Short Term Fund - Direct Plan- Growth - - 3,63,464 6.7 - - - - - - - -

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Annexure VI : Notes to Restated consolidated financial information

NOTE 9 : Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Units (Rs. Number of Units (Rs. Number of Units (Rs. Number of (Rs. Number of Units (Rs. Number of (Rs.
in Millions) in Millions) in Millions) Units in Millions) in Millions) Units in Millions)
ICICI Prudential Money Market Fund - Direct- Growth - - 2,02,903 42.5 902 0.2 - - - - - -
Reliance Money Manager Fund - Growth - Direct - - 1,44,076 302.5 - - - - - - - -
Axis Treasury Advantage Fund - Ip - Growth - - 55,403 94.5 - - - - - - - -
Birla Sun Life Cash Plus - Direct - Growth - - 49,716 12.1 - - 12,73,212 262.2 - - - -
UTI Treasury Advantage Fund Growth - Direct Plan - - 47,541 98.6 - - - - - - - -
SBI Shdf - Ultra Short Term - Growth - Direct Plan - - 33,869 66.1 - - - - 2,594 3.8 - -
UTI Treasury Advantage Fund - Growth - - 31,378 64.8 - - - - 14,794 22.8 - -
UTI Money Market - Direct Plan - Growth - - 27,690 47.0 - - - - - - - -
Kotak Liquid Scheme - Plan A - Direct - Growth - - 26,858 82.6 2,483 7.0 - - - - - -
L&T Cash Fund - Direct Plan - Growth - - 25,975 31.8 - - - - - - - -
Reliance Money Manager Fund - Growth - - 22,459 47.2 - - - - - - - -
Tata Floater Fund - Direct - Growth - - 16,497 37.8 - - - - - - - -
HDFC Cash Mgmt Fund - Savings Plan - Direct - Growth - - 15,938 50.9 - - - - - - - -
SBI Shdf - Ultra Short Term - Direct – Growth Lien Marked - - 12,391 24.2 - - - - - - - -
Reliance Liquidity Fund - Direct - Growth - - 11,517 26.3 - - - - - - - -
UTI Treasury Advantage Fund - Direct - Growth - - 10,376 21.5 - - - - - - - -
SBI Shdf - Ultra Short Term - Ip - Growth - - 6,767 13.2 - - - - - - - -
SBI Shdf - Ultra Short Term - Growth - - 648 1.3 - - - - - - - -
Templeton India Tma - Direct - Growth - - - - 3,77,85,764 701.5 - - - - - -
Templeton India Ultra Short Bond Fund - Direct Plan - Growth - - - - 2,22,70,721 413.5 20,13,541 33.8 - - - -
ICICI Prudential Flexible Income - Direct Plan - Daily Dividend - Reinvestment - - - - 96,39,975 1,019.3 - - 1,778 0.2 - -
JP Morgan India Treasury Fund - Super Ip - Growth - - - - 86,83,656 15.2 1,17,26,481 196.9 60,94,647 93.7 - -
JP morgan India Liquid Fund - Daily Dividend - Direct Plan - - - - 81,25,475 81.3 80,605 0.8 - - - -
Birla Sun Life Savings Fund - Direct - Daily Dividend Reinvest - - - - 59,25,332 594.3 - - - - - -
Templeton India Ultra Short Bond Fund - Direct Plan - Growth - - - - 56,34,149 104.6 22,37,389 37.2 - - - -
HDFC Banking & Psu Debt Fund - - - - 45,39,471 50.1 - - - - - -
JP Morgan India Treasury Fund - Direct - Growth - - - - 36,64,909 40.7 22,48,225 37.8 - - - -
Franklin India Low Duration Fund - Direct - Growth - - - - 33,51,127 51.8 - - - - - -
DWA Money Plus Fund - Direct - Growth - - - - 21,58,630 32.2 21,58,630 29.2 - - - -
DWA Treasury Fund - Investment - Dir - Growth - - - - 18,42,077 28.5 13,77,681 19.6 - - - -
JP Morgan India Liquid Fund - Direct - Growth - - - - 17,88,911 32.5 15,02,698 25.0 - - - -
Sundaram Money Fund - Direct Plan - Growth - - - - 16,94,772 50.0 - - - - - -
Religare Invesco Ultra Short Term Fund - Dir - Daily Dividend Reinvestment - - - - 13,59,960 1,384.4 - - - - - -
Kotak Treasury Advantage Fund - Direct - Growth - - - - 8,94,653 20.0 - - - - - -
JP Morgan India Treasury Fund - Growth - - - - 6,63,730 12.2 6,63,730 11.1 - - - -
SBI Magnum Insta Cash Fund - Direct - Growth - - - - 6,44,608 1,995.3 - - - - - -
Baroda Pioneer Liquid Fund - Plan B - Direct - Growth - - - - 5,92,907 951.8 - - - - - -
Reliance Liquid Fund - Tp - Direct Plan - Daily Dividend - - - - 5,03,086 769.1 - - - - - -
L&T Liquid Fund - Direct - Growth - - - - 4,96,031 951.7 - - - - - -
Principal Cash Management - Direct Plan - Growth - - - - 3,31,240 450.9 - - - - - -
HDFC Cash Management Fund - Treasury Advantage - Direct – Growth - - - - 2,76,443 8.3 - - - - - -
Templeton India - Tma - Daily Dividend - Direct Plan - - - - 2,36,668 237.1 - - 2,174 2.2 - -
Sundaram Money Fund - Direct Plan - Growth - - - - 2,14,395 6.3 23,160 0.6 - - - -
ICICI Prudential Money Market Fund – Direct – Daily Dividend Reinvestment - - - - 2,08,814 20.9 - - - - - -
Birla Sun Life Savings Fund - Direct - Growth - - - - 1,05,264 28.4 - - - - - -
Templeton India Tma - Direct - Growth - - - - 80,875 169.0 12,31,946 2,354.8 - - - -
Reliance Liquid Fund - Tp - Direct - Growth - - - - 66,939 228.3 - - - - - -
ICICI Prudential Flexible Income Plan - Premium - Growth - - - - 46,841 12.3 1,43,509 34.5 - - - -
Religare Invesco Credit Opportunities Fund - Direct - Growth - - - - 46,722 75.2 1,159 2.0 - - - -
Kotak Liquid Scheme - Plan A - Direct - Daily Dividend - - - - 41,079 29.7 - - 235 0.3 - -
IDBI Liquid Fund - Dir - Growth - - - - 33,356 50.0 - - - - - -
Boi Axa Liquid Fund- Direct Plan – Growth - - - - 31,038 50.0 - - - - - -
BNP Paribas Overnight Fund - Direct - Growth - - - - 23,227 50.0 - - - - - -
Birla Sun Life Ultra Short Term Fund - Direct Plan - Growth - - - - 22,656 4.0 22,656 3.5 - - - -
SBI Shdf - Ultra Short Term - Ip - Growth - - - - 22,211 12.1 27,863 46.6 21,096 32.3 - -
Tata Liquid Fund Direcl Plan - Growth - - - - 19,367 50.0 - - - - - -
SBI Ultra Short Term Debt Fund - Direct Plan - Growth - - - - 19,222 34.6 19,222 31.6 19,222 28.9 - -
Baroda Pioneer Treasury Advantage Fund - Plan B - Direct - Growth - - - - 18,205 29.2 - - - - - -
Religare Invesco Ultra Short Term Fund - Direct - Growth - - - - 3,177 6.2 - - - - - -
Axis Liquid Fund -Direct - Growth - - - - 1,279 2.0 1,279 1.8 - - - -
DWA Treasury Fund - Cash - Direct - Growth - - - - 1,247 0.2 - - - - - -
Tata Liquid Fund Direcl Plan - Growth - - - - 699 1.8 17,950 42.5 - - - -
IDFC Cash Fund Growth Direct Plan - - - - 114 0.2 - - - - - -
Dhfl Pramerica Short Maturity Plan - Direct - Growth - - - - 0 0.2 - - - - - -
Kotak Flexi Debt Fund - Ip - Direct Plan - Growth - - - - - - 66,64,845 106.0 - - - -
JP Morgan India Treasury Fund - Growth - - - - - - 19,99,024 33.6 19,99,024 30.7 - -
Templeton India Ultra Short Bond Fund - Ip - Weekly Dividend - - - - - - 11,60,273 11.9 11,60,273 11.9 11,11,174 11.4
Templeton India Ultra Short Bond Fund - Ip - Dividend - - - - - - 9,75,068 9.8 9,75,068 9.8 9,34,375 9.4
DWA Treasury Fund - Investment - Direct - Growth - - - - - - 4,48,190 6.4 - - - -

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Annexure VI : Notes to Restated consolidated financial information

NOTE 9 : Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Units (Rs. Number of Units (Rs. Number of Units (Rs. Number of (Rs. Number of Units (Rs. Number of (Rs.
in Millions) in Millions) in Millions) Units in Millions) in Millions) Units in Millions)
JM High Liquidity - Regular - Daily Dividend - - - - - - 4,42,306 4.6 4,13,524 4.3 - -
Principal Cash Management - Direct Plan - Growth - - - - - - 2,81,056 350.7 - - - -
JP Morgan India Liquid Fund - Direct - Growth - - - - - - 2,58,039 4.3 - - - -
ICICI Prudential Flexible Income Plan Premium - Growth - - - - - - 2,05,707 49.5 1,43,509 31.4 - -
Templeton India Ultra Short Bond Fund Super InstitUTIonal Plan - Weekly Dividend - - - - - - 1,16,699 1.2 31,075 0.3 - -
Templeton India Ultra Short Bond Fund Super Inst Plan - Daily Dividend Reinvest - - - - - - 99,453 1.0 25,770 0.3 - -
ICICI Prudential Flexible Income Plan - Daily Dividiend - - - - - - 77,928 8.2 72,611 7.7 67,843 7.2
IDFC Cash Fund - Direct - Growth - - - - - - 64,213 100.0 - - - -
Tata Money Market Fund - Direct - Growth - - - - - - 49,741 100.6 - - - -
ICICI Prudential Flexible Income - Regular Plan - Growth - - - - - - 40,499 9.7 2,46,205 53.9 - -
Baroda Pioneer Treasury Advantage Fund - Direct Plan - Growth - - - - - - 20,598 30.1 7,640 10.2 - -
Kotak Liquid Scheme - Plan A - Direct - Daily Dividend - - - - - - 16,810 20.6 - - - -
Baroda Pioneer Treasury Advantage Fund - Ip - Growth - - - - - - 15,796 23.0 - - - -
Axis Treasury Advantage Fund - InstitUTIonal Daily Dividend - - - - - - 12,365 12.4 11,566 11.6 10,821 10.8
Canara Robeco Treasury Advantage Fund - Ret - Daily Dividend - - - - - - 4,421 5.5 4,824 6.0 4,641 5.8
JP Morgan India Treasury Fund - Super Ip - Daily Dividend - - - - - - 1,308 0.0 1,224 0.0 1,143 0.0
DSP Blackrock Liquidity Fund - Direct - Growth - - - - - - 1,214 2.2 - - - -
Indiabulls Liquid Fund - Direct - Growth - - - - - - 1,045 1.3 - - - -
Baroda Pioneer Liquid Fund - Plan B - Direct - Growth - - - - - - 913 1.3 - - - -
UTI Treasury Advantage Fund - Ip - Dly Dividend - - - - - - 790 0.8 739 0.7 690 0.7
Canara Robeco Treasury Advantage Fund - Regular - Daily Dividend - - - - - - 410 0.5 113 0.1 - -
UTI Money Market Fund - InstitUTIonal Plan - Direct - Growth - - - - - - 73 0.1 - - - -
Sundaram Money Fund - Direct Plan - Daily Dividend - Reinvestment - - - - - - - - 2,00,50,609 202.6 - -
ICICI Prudential Ultra Short Term - Direct Plan - Weekly Dividend - - - - - - - - 1,06,87,942 107.7 - -
JP morgan India Liquid Fund - Direct Plan - Daily Dividend Reinvest - - - - - - - - 59,48,251 59.5 - -
Jm High Liquidity Fund (Direct) - Daily Dividend - Reinvestment - - - - - - - - 27,91,691 29.1 - -
JM High Liquidity - Regular Plan - Daily Dividend - - - - - - - - 8,88,734 9.3 - -
JM Money Manager Fund - Super Plus Plan - Daily Dividend - - - - - - - - 8,01,069 8.0 7,47,472 7.5
Templeton India Ultra Short Bond Fund - Super Ip - Direct - Daily Dividend - - - - - - - - 7,37,183 7.4 - -
DWA Cash Opportunities Fund - Reg - Weekly Dividend - - - - - - - - 5,26,567 5.3 4,91,409 5.0
JP Morgan India Treasury Fund - Super Ip - Growth - - - - - - - - 4,67,158 6.8 - -
JM High Liquidity - Daily Dividend - Direct Plan - - - - - - - - 2,89,363 3.0 - -
IDBI Liquid Fund - Daily Dividend - Direct Plan - - - - - - - - 2,52,468 252.5 - -
Kotak Floater - Short Term - Daily Dividend - Direct Plan - - - - - - - - 2,46,970 249.8 - -
IDFC Money Manager Fund -Treasury Plan - Inst Plan B - Daily Div - - - - - - - - 2,43,437 2.5 2,33,943 2.4
ICICI Prudential Flexible Income Plan - Premium - Daily Dividend - - - - - - - - 1,51,940 16.1 1,41,961 15.0
Baroda Pioneer Treasury Advantage Fund Plan B Daily Dividend Reinv (Direct Plan) - - - - - - - - 1,03,554 103.7 - -
Axis Liquid Fund - Daily Dividend - Direct Plan - - - - - - - - 1,02,957 103.0 - -
Reliance Medium Term - Daily Direct Dividend Plan - Reinvestment - - - - - - - - 1,01,182 1.7 - -
HDFC Liquid Fund - Direct - Daily Dividend - - - - - - - - 79,986 0.8 - -
Axis Liquid Fund - Direct Plan - Daily Dividend - Reinvest - - - - - - - - 66,934 66.9 - -
IDFC Money Manager Fund - Treasury Plan - Direct Plan - Daily Dividend - - - - - - - - 52,394 0.5 - -
HDFC Cash Management Fund - Savings Plan - Direct Plan - Daily Dividend Reinvest - - - - - - - - 52,126 0.6 - -
JP Morgan India Treasury Fund - Super Ip - Daily Dividend - - - - - - - - 50,733 0.5 3,73,872 3.7
SBI Shdf - Ultra Short Term - Regular - Growth - - - - - - - - 16,401 24.7 - -
Baroda Pioneer Treasury Advantage Fund - InstitUTIonal Growth Plan - - - - - - - - 15,796 21.0 - -
ICICI Prudential Liquid Fund - Direct - Daily Dividend - - - - - - - - 11,698 1.2 - -
Sundaram Money Fund - Ip - Daily Dividend - - - - - - - - 10,885 0.1 - -
Reliance Liquid Fund -Treasury Plan - InstitUTIonal Option - Daily Dividend - - - - - - - - 10,642 16.3 3,88,556 5.9
IDFC Money Manager Fund - Treasury Plan A - Daily Dividend - Reinvest - - - - - - - - 5,809 0.1 - -
DWA Insta Cash Plus Fund - Direct - Daily Dividend - - - - - - - - 5,041 0.5 - -
Sundaram Money Fund - Regular - Daily Dividend Reinvestment - - - - - - - - 4,136 0.0 - -
Canara Robeco Liquid Fund - Direct Daily Dividend Reinvestment - - - - - - - - 3,943 4.0 - -
Tata Liquid Fund - Direct Plan - Daily Dividend - - - - - - - - 3,846 4.3 - -
Reliance Liquid Fund - Treasury Plan - Daily Dividend Option - Reinvest - - - - - - - - 3,450 5.3 - -
Kotak Floater - Short Term - Daily Dividend - - - - - - - - 3,422 3.5 - -
SBI Shdf - Ultra Short Term - Regular Plan - Growth - - - - - - - - 2,646 3.9 - -
Reliance Liquid Fund - Treasury Plan - Direct Daily Dividend - Reinvestment - - - - - - - - 1,241 1.9 - -
UTI Treasury Advantage Fund - Ip - Dly Dividend - - - - - - - - 1,006 1.0 939 0.9
Reliance Liquidity Fund - Direct Daily Dividend Reinvestment - - - - - - - - 896 0.9 - -
Religare Liquid Fund - Ip - Daily Dividend - - - - - - - - 740 0.7 - -
IDFC Cash Fund - Direct - Daily Dividend - - - - - - - - 731 0.7 - -
Religare Liquid Fund - InstitUTIonal Daily Dividend - - - - - - - - 529 0.5 - -
SBI Premier Liquid Fund - Direct - Daily Dividend - - - - - - - - 445 0.4 - -
Baroda Pioneer Liquid Fund - Plan B - Daily Dividend - Reinv ( Direct Plan ) - - - - - - - - 431 0.4 - -
Tata Liquid Fund Direct Plan - Daily Dividend - Reinvestment - - - - - - - - 366 0.4 - -
L&T Cash Fund (Super InstitUTIonal) - Direct Plan - Daily Dividend - - - - - - - - 232 0.2 - -
Templeton India Treasury Management Account- InstitUTIonal Plan-Daily Dividend - - - - - - - - - 149 0.1 - -
Tata Floater Fund Direct Plan - Daily Dividend - Reinvestment - - - - - - - - 144 0.1 - -

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Annexure VI : Notes to Restated consolidated financial information

NOTE 9 : Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Units (Rs. Number of Units (Rs. Number of Units (Rs. Number of (Rs. Number of Units (Rs. Number of (Rs.
in Millions) in Millions) in Millions) Units in Millions) in Millions) Units in Millions)
Kotak Floater - Short Term - Daily Dividend - - - - - - - - 124 0.1 5,49,51,346 557.5
Principal Cash Management - Direct Plan - Daily Dividend - - - - - - - - 73 0.1 - -
Religare Liquid Fund - Super InstitUTIonal Daily Dividend - - - - - - - - 63 0.1 - -
Religare Liquid Fund - Daily Dividend - - - - - - - - 56 0.1 - -
Templeton India Tr Mgt Account- Super Inst Plan-Daily Div - - - - - - - - 4 0.0 - -
Jm High Liquidity Fund - Super InstitUTIonal Plan - Daily Dividend - - - - - - - - - - 3,26,32,935 326.9
Reliance Liquid Fund - Treasury Plan-InstitUTIonal Option - Daily Dividend - - - - - - - - - - 1,38,74,648 212.1
ICICI Prudential Ultra Short Term Plan Super Premium Weekly Dividend - - - - - - - - - - 1,11,86,353 113.0
Reliance Medium Term Fund - Daily Dividend Plan - - - - - - - - - - 11,37,954 19.7
Templeton India Ultra Short Bond Fund Super Inst Plan - Daily Dividend Reinvest - - - - - - - - - - 7,88,590 7.9
IDFC Money Manager Fund - Tp - Super Inst Plan C - Daily Dividend - - - - - - - - - - 5,69,597 5.7
Tata Floater Fund - Daily Dividend - - - - - - - - - - 2,63,191 2.6
Templeton India Treasury Mgmt Account Super InstitUTIonal Plan - Daily Dividend - - - - - - - - - - 1,42,364 142.5
Kotak Floater Long Term - Daily Dividend - - - - - - - - - - 1,32,184 1.3
JP morgan India Liquid Fund - Super Inst Daily Dividend Plan - Reinvest - - - - - - - - - - 1,18,978 1.2
DWA Ultra Short Term Fund - InstitUTIonal Daily Dividend - - - - - - - - - - 1,16,200 1.2
Baroda Pioneer Treasury Advantage Fund - InstitUTIonal Daily Dividend Plan - - - - - - - - - - 1,02,206 102.3
Axis Liquid Fund - InstitUTIonal - Daily Dividend - - - - - - - - - - 65,402 65.4
ICICI Prudential Flexible Income Plan Premium - Daily Dividend - - - - - - - - - - 18,086 1.9
Religare Ultra Short Term Fund - Ip - Daily Dividend - - - - - - - - - - 13,346 13.4
Birla Sun Life Cash Plus - Instl Prem - Daily Dividend - Reinvestment - - - - - - - - - - 3,870 0.4
HDFC Cash Mgmt Fund - Savings Plan - Daily Div - - - - - - - - - - 177 0.0
JP Morgan India Liquid Fund - Super Ip - Daily Dividend - - - - - - - - - - 152 0.0

Total unquoted mutual funds 37,821.4 21,704.0 16,844.9 5,913.3 2,050.4 1,660.5

Total mutual funds 37,821.4 21,704.0 16,969.8 6,066.0 2,115.7 3,180.1

(D) DEPOSITS - At Amortised Cost -

HDFC Limited - 08-Nov-13 - - - - - - - - 1 169.9 - -
HDFC Limited - 11-May-12 - - - - - - - - - - 1 162.3
HDFC Limited - 09-Nov-12 - - - - - - - - - - 1 155.3

Total deposits - - - - 169.9 317.5

(E) Investment in commercial paper

(i) Unquoted investments in commercial paper at amortised cost
Fullerton India Credit Comapny Limited - - - - 1,500 726.3 - - - - - -
Sundaram Finance Limited - - - - 1,100 546.5 100 48.2 - - - -
Tata Capital Limited - - - - 1,100 537.7 - - - - - -
Reliance Capital Limited - - - - 1,000 474.5 - - - - - -
Bajaj Finance Limited - - - - 800 396.1 1,100 523.5 - - - -
Tata Capital Financial Services Limited - - - - 700 340.3 200 96.5 - - - -
Bajaj Finance Limited - 06 Apr 2015 - - - - 600 299.6 - - - - - -
Sundaram BNP Paribas Home Finance Limited - - - - 500 245.9 - - - - - -
Tata Capital Limited - 03 Aug 2015 - - - - 500 242.7 - - - - - -
L&T Finance Company Limited - - - - 300 148.7 500 238.1 - - - -
Tata Motors Finance Limited - - - - - - 1,500 712.4 - - - -
IL&FS Financial Services Limited - - - - - - 1,200 572.6 - - - -
Infrastructure Leasing & Financial Services Limited - - - - - - 800 383.1 - - - -
9.05% Tata Motors Finance Limited - 30 Apr 2014 - - - - - - 500 247.9 - - - -
9.97% Tata Motors Finance Limited - 26 Sep 2014 - - - - - - 500 238.6 - - - -
9.76% Bajaj Finance Limited - 22 Jan 2015 - - - - - - 300 139.1 - - - -
Infrastructure Development Finance Company Limited - 09 May 2014 - - - - - - 200 99.0 - - - -
10.00% Bajaj Finance Limited - 01 Oct 2014 - - - - - - 100 47.7 - - - -
10.7502% Power Finance Corporation Limited - 15 Apr 2013 - - - - - - - - 1,200 597.9 - -
9.6001% Export Import Bank of India - 05 Jul 2013 - - - - - - - - 800 390.3 - -
10.25% HCL Infosystems Limited - 27 Jun 2013 - - - - - - - - 700 342.2 - -
9.30% Infrastructure Leasing & Financial Services Limited - 14 Jun 2013 - - - - - - - - 600 293.3 - -
9.14% Housing Development Finance Corporation Limited - 364D - 28 Aug 2013 - - - - - - - - 500 240.7 - -
9.25% Godrej Industries Limited - 08 May 2013 - - - - - - - - 500 247.5 - -
9.2999% Power Finance Corporation Limited - 15 Jul 2013 - - - - - - - - 500 243.6 - -
9.30% Tata Capital Limited - 30 Jul 2013 - - - - - - - - 500 242.4 - -
9.33% - Tata Motors Finance Limited - 22 Oct 2013 - - - - - - - - 500 237.5 - -
9.33% L&T Finance Limited - 05 Jun 2013 - - - - - - - - 500 245.7 - -
9.33% Tata Capital Financial Services Limited - 07 Jun 2013 - - - - - - - - 500 245.6 - -
9.35% Aditya Birla Finance Limited - 10 Jun 2013 - - - - - - - - 500 245.4 - -
9.35% Power Finance Corporation Limited - 06 Sep 2013 - - - - - - - - 500 240.2 - -

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NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI : Notes to Restated consolidated financial information

NOTE 9 : Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Units (Rs. Number of Units (Rs. Number of Units (Rs. Number of (Rs. Number of Units (Rs. Number of (Rs.
in Millions) in Millions) in Millions) Units in Millions) in Millions) Units in Millions)
9.395% IL&FS Financial Services Limited - 31 May 2013 - - - - - - - - 500 246.0 - -
9.41% IL&FS Financial Services Limited - 02 Sep 2013 - - - - - - - - 500 240.4 - -
9.43% Il & Fs Financial Services Limited - 19 Jun 2013 - - - - - - - - 500 245.1 - -
9.45% Bajaj Finance Limited - 30 Aug 2013 - - - - - - - - 500 240.6 - -
9.50% L&T Finance Limited - 31 May 2013 - - - - - - - - 500 246.0 - -
9.5001% Housing Development Finance Corporation Limited - 14 Jun 2013 - - - - - - - - 500 245.2 - -
9.54% Tata Capital Limited - 17 May 2013 - - - - - - - - 500 246.9 - -
9.5500% Power Finance Corporation Limited - 15 Jul 2013 - - - - - - - - 500 243.3 - -
9.60% Aditya Birla Finance Limited - 19 Sep 2013 - - - - - - - - 500 239.4 - -
9.6500% Housing Development Finance Corporation Limited - 06 Sep 13 - - - - - - - - 500 240.2 - -
9.30% Sundaram Finance Limited 10 Sep 13 - - - - - - - - 400 192.0 - -
10.20% Industrial Finance Corporation of India Limited. Mat 28 June 2013 - - - - - - - - 300 146.6 - -
10.45% Infrastructure Leasing And Financial Servies Limited Mat 27 May 2013 - - - - - - - - 300 147.8 - -
10.50% IL&FS Financial Services Limited Maturity 16 May 2013 - - - - - - - - 300 148.2 - -
8.94% Power Finance Corporation Limited - 28 Jun 2013 - - - - - - - - 300 146.6 - -
9.399% Aditya Birla Finance Limited - 30 Jul 2013 - - - - - - - - 300 145.5 - -
9.399% Bajaj Finance Limited - 20 Jul 13 - - - - - - - - 300 146.9 - -
9.43% Bajaj Finance Limited - 30 Aug 13 - - - - - - - - 300 144.4 - -
9.60% Sundaram Finance Limited - 20 Sep 2013 - - - - - - - - 300 143.6 - -
9.65% Sundaram Finance Limited - 10 Jul 2013 - - - - - - - - 300 146.2 - -
9.67% Sundaram Finance Limited - 04 Sep 2013 - - - - - - - - 300 144.1 - -
9.6999% Sesa Goa Limited - 21 Oct 2013 - - - - - - - - 300 142.5 - -
9.75% - Tata Motors Finance Limited - 30 Aug 2013 - - - - - - - - 300 144.3 - -
9.80% Il & Fs Financial Services Limited - 29 Aug 2013 - - - - - - - - 300 144.2 - -
9.80% Infrastructure Leasing & Financial Services Limited - 22 Jul 2013 - - - - - - - - 300 145.8 - -
9.80% Tata Capital Financial Services Limited - 23 Jul 2013 - - - - - - - - 300 145.8 - -
9.83% - Tata Motors Finance Limited - 06 Aug 2013 - - - - - - - - 300 145.3 - -
9.85% - Tata Motors Finance Limited - 31 Jul 2013 - - - - - - - - 300 145.5 - -
9.8501% Housing Development Finance Corporation Limited - 10 May 2013 - - - - - - - - 300 148.4 - -
10.20% Aditya Birla Finance Limited Maturity 07 Jun 2013 - - - - - - - - 200 98.2 - -
10.25% HCL Infosystems Limited - 28 Jun 2013 - - - - - - - - 200 97.7 - -
9.3001% Aditya Birla Finance Limited - 03 May 2013 - - - - - - - - 200 99.2 - -
9.4299% Bajaj Finance Limited - 30 Aug 13 - - - - - - - - 200 96.2 - -
9.45% Bajaj Finance Limited - 19 Jul 2013 - - - - - - - - 200 97.2 - -
9.6000% Export Import Bank of India - 05 Jul 2013 - - - - - - - - 200 97.6 - -
9.80% Sundaram Finance Limited - 19 Jul 2013 - - - - - - - - 200 97.2 - -
9.2901% Aditya Birla Finance Limited - 16 Jul 13 - - - - - - - - 100 48.7 - -
9.2901% Aditya Birla Finance Limited - 30 Jul 13 - - - - - - - - 100 48.5 - -
9.2901% Bajaj Finance Limited - 16 Jul 13 - - - - - - - - 100 48.7 - -
9.30% - Tata Motors Finance Limited - 06 Aug 2013 - - - - - - - - 100 48.4 - -
9.30% Tata Motors Finance Limited - 06 Aug 13 - - - - - - - - 100 48.5 - -
9.3500% L T Finance Limited - 16 Sep 2013 - - - - - - - - 100 48.0 - -
10.20% Aditya Birla Finance Limited - 07 Jun 2013 - - - - - - - - 100 49.2 - -
10.00% Aditya Birla Finance Limited Maturity 11 September 2012 - - - - - - - - - - 500 239.8
10.00% Bajaj Finance Limited Maturity 06 July 2012 - - - - - - - - - - 500 243.9
10.00% Sundaram Finance Limited Maturity 12 October 2012 - - - - - - - - - - 500 237.9
10.05% Bajaj Finance Limited Maturity 01 November 2012 - - - - - - - - - - 500 236.6
10.10% Aditya Birla Finance Limited Maturity 14 September 2012 - - - - - - - - - - 500 239.5
10.05% Ballarpur Industries Limited Maturity 16 April 2012 - - - - - - - - - - 400 199.2
10.65% HCL Infosystems Limited Maturity 14 May 2012 - - - - - - - - - - 400 197.6
10.00% Bajaj Finance Limited Maturity 02 Aug 2012 - - - - - - - - - - 300 145.4
10.10% Bajaj Electricals Limited Maturity 20 April 2012 - - - - - - - - - - 300 149.2
10.10% Indian Oil Corporation Limited Maturity 24 September 2012 - - - - - - - - - - 300 143.2
10.10% Infrastructure Development Finance Company Limited Mat 24 Aug 2012 - - - - - - - - - - 300 144.4
10.10% North Delhi Power Limited Maturity 12 June 2012 - - - - - - - - - - 300 147.2
10.11% IL&FS Financial Services Limited Maturity 22 May 2012 - - - - - - - - - - 300 147.9
10.14% IL&FS Financial Services Limited Maturity 16 November 2012 - - - - - - - - - - 300 141.3
10.15% Aditya Birla Finance Limited Maturity 07 November 2012 - - - - - - - - - - 300 141.7
10.20% IL&FS Financial Services Limited Maturity 21 Dec 2012 - - - - - - - - - - 300 140.0
10.20% Ranbaxy Laboratories Limited Maturity 22 October 2012 - - - - - - - - - - 300 142.2
10.46% HCL Infosystems Limited Maturity 04 May 2012 - - - - - - - - - - 300 148.6
10.465% Tata Capital Limited Maturity 17 May 2012 - - - - - - - - - - 300 148.0
10.50% Tata Motors Finance Limited Maturity 25 May 2012 - - - - - - - - - - 300 147.9
10.95% Apollo Tyres Limited Maturity 23 May 2012 - - - - - - - - - - 300 147.7
11.25% HDFC Limited Maturity 07 June 2012 - - - - - - - - - - 300 147.0
11.45% Tata Capital Limited Maturity 16 July 2012 - - - - - - - - - - 300 145.2
10.0450% Aditya Birla Finance Limited - 12 Apr 2012 - - - - - - - - - - 300 149.6
10.16% Aditya Birla Finance Limited - 12 Nov 2012 - - - - - - - - - - 300 141.5
10.25% Aditya Birla Finance Limited - 23 Apr 2012 - - - - - - - - - - 300 149.1

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NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI : Notes to Restated consolidated financial information

NOTE 9 : Current Investments

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Units (Rs. Number of Units (Rs. Number of Units (Rs. Number of (Rs. Number of Units (Rs. Number of (Rs.
in Millions) in Millions) in Millions) Units in Millions) in Millions) Units in Millions)
10.20% IL&FS Financial Services Limited - Mat - 16 Nov 2012 - - - - - - - - - - 300 141.3
10.60% Tata Capital Limited - 25 May 2012 - - - - - - - - - - 300 147.7
10.15% Tata Motors Limited - 03 Dec 2012 - - - - - - - - - - 300 140.6
10.04% Godrej Industries Limited Maturity 25 April 2012 - - - - - - - - - - 200 99.4
10.05% IL&FS Financial Services Limited Maturity 15 October 2012 - - - - - - - - - - 200 95.1
10.42% Aditya Birla Finance Limited Maturity 14 May 2012 - - - - - - - - - - 200 98.8
11.00% HCL Infosystems Limited - 31 May 2012 - - - - - - - - - - 200 98.2
10.00% Blue Star Limited Maturity 13 July 2012 - - - - - - - - - - 120 58.4
10.00% Blue Star Limited Maturity 27 September 2012 - - - - - - - - - - 100 47.8
11.00% HCL Infosystems Limited Maturity 31 May 2012 - - - - - - - - - - 100 49.1
10.42% Aditya Birla Finance Limited - 14 May 2012 - - - - - - - - - - 100 49.4

Total commercial paper - - 3,958.4 3,346.7 10,082.4 5,387.5

Total current investments 47,790.4 31,810.7 31,870.4 13,949.9 16,803.9 10,306.7

Aggregate amount of unquoted investments 37,821.4 21,704.0 20,803.3 9,259.9 12,302.6 - 7,926.7
Aggregate amount of quoted investments and market value thereof 10,313.3 10,158.3 11,084.2 4,701.9 4,545.0 - 2,396.3

Investments in Mutual Fund earmarked for Core Settlement Guarantee Fund

ICICI Prudential Flexible Income Plan - Growth - Direct 37,94,968 1,139.6 37,94,968 1,089.1 - - - - -
IDFC Money Manager - Treasury Plan - Direct - Growth 4,02,92,009 1,017.2 4,63,25,403 1,119.4 - - - - -
Religare Invesco Ultra Short Term Fund - Direct - Growth 3,23,421 713.0 - - - - - - -
Birla Sun Life Savings Fund - Direct - Growth 22,31,300 688.0 24,00,678 705.4 - - - - -
L&T Ultra Short Term Fund - Direct - Growth 4,63,31,648 414.5 - - - - - - -
UTI Floating Rate Fund - STP - Direct – Growth 2,53,238 362.3 - - - - - - -
Reliance Liquid Fund - TP - Direct - Growth 81,768 313.5 - - - - - - -
Reliance Medium Term Fund - Direct - Growth 2,50,68,677 122.4 - - - - - - -
JP morgan India Liquid Fund - Direct - Growth 42,99,400 87.1 - - - - - - -
ICICI Prudential Ultra Short Term Plan - Direct - Growth 5,21,86,340 68.9 1,26,34,805 197.2 16 - - - -
Religare Invesco Ultra Short Term Fund - Direct - Growth - - 4,35,484 917.9 - - - - -
UTI Floating Rate Fund - STP - Direct – Growth - - 2,51,170 625.8 - - - - -
Reliance Liquid Fund - TP - Direct - Growth - - 1,52,179 562.3 - - - - -
JP morgan India Liquid Fund - Direct - Growth - - 2,28,32,954 447.2 - - - - -
Axis Treasury Advantage Fund - Growth - Direct Plan - - 2,06,179 468.2 - - - - -
Reliance Medium Term Fund - Direct - Growth - - 52,50,414 166.6 - - - - -
Birla Sun Life Cash Manager - Direct - Growth - - 3,21,295 119.8 - - - - -
L&T Ultra Short Term Fund - Direct - Growth - - 37,09,907 92.1 - - - - -
Lic Nomura Mf Liquid Fund - Direct - Growth - - 32,642 89.7 - - - - -
Baroda Pioneer Treasury Advantage Fund - Plan B - Direct - Growth - - 27,498 48.2 - - - - -
Kotak Liquid Scheme - Plan A - Direct - Growth - - 10,250 31.5 - - - - -
ICICI Prudential Money Market Fund - Direct- Growth - - 1,06,161 22.2 - - - - -
Religare Invesco Ultra Short Term Fund - Dir - Daily Dividend Reinvestment - - - - 13,59,960 1,384.4 - - -
ICICI Prudential Flexible Income - Direct Plan - Daily Dividend - Reinvestment - - - - 96,39,975 1,019.3 - - -
Reliance Liquid Fund - TP - Direct Plan - Daily Dividend - - - - 5,03,086 769.1 - - -
Birla Sun Life Savings Fund - Direct - Daily Dividend Reinvest - - - - 59,25,332 594.3 - - -
JP morgan India Liquid Fund - Direct - Growth - - - - 2,15,34,595 391.1 - - -
Templeton India - TMA - Daily Dividend - Direct Plan - - - - 2,36,668 237.1 - - -
JP morgan India Liquid Fund - Daily Dividend - Direct Plan - - - - 81,25,475 81.3 - - -
Kotak Liquid Scheme - Plan A - Direct - Daily Dividend - - - - 24,269 29.7 - - -
ICICI Prudential Money Market Fund – Direct – Daily Dividend Reinvestment - - - - 2,08,814 20.9 - - -

Total Mutual Fund earmarked for Core Settlement Guarantee Fund 4,926.5 6,702.6 4,527.2 - - -

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10 Trade receivables (Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Outstanding for a period of over six months from the date they are due
for payment
Secured, considered good* 98.2 23.2 25.2 25.1 16.1 9.9
Unsecured, considered good 179.6 283.6 393.4 370.9 106.1 44.7
Doubtful - - 2.8 1.8 1.8 1.8
277.8 306.8 421.4 397.8 124.0 56.4
Less : Allowance for doubtful debts - - 2.8 1.8 1.8 1.8
277.8 306.8 418.6 396.0 122.2 54.6
Other receivables
Secured, considered good* 2,348.3 2,081.1 1,563.8 1,411.3 1,103.8 1,372.4
Unsecured, considered good 391.4 384.9 288.0 312.2 280.7 329.4
Related Party, considered good ( Refer Note 32) 23.9 12.3 16.6 38.1 53.1 61.0
Doubtful 0.2 0.4 0.4 0.4 - -
2,763.8 2,478.7 1,868.8 1,762.0 1,437.6 1,762.8
Less : Allowance for doubtful debts 0.2 0.4 0.4 0.4 - -
2,763.6 2,478.3 1,868.4 1,761.6 1,437.6 1,762.8

Total 3,041.4 2,785.1 2,287.0 2,157.6 1,559.8 1,817.4

* Trade receivables are secured against deposits and margin money received from members (refer note: 24 and 16)

11 Cash and cash equivalents (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Balances with banks :-
In current accounts 1,586.5 1,007.2 661.1 506.7 723.5 447.1
Balance held for the purpose of meeting short term cash commitments^ 68,274.8 28,273.5 21,765.2 33,456.8 16,685.2 21,975.2
Earmarked Deposits held for the purpose of meeting short term cash 164.1 162.0 519.3 9,011.8 5,899.3 4,161.8
commitments **
Certificate of deposits with original maturity of less than three months - - - - 2,384.9 487.1
Cheques on hand - 4.5 - 0.1 0.1 0.1
Cash on hand 0.2 0.2 0.1 0.1 8.0 0.1
70,025.6 29,447.4 22,945.7 42,975.5 25,701.0 27,071.4
^ Represents amount received from members towards settlement obligations whcich is payable on the date of settlement of the transactions. i.e. Transaction date + 2 days & margin money from members which is also repayable
on the settlement of transactions (refer note 16)
** Earmarked deposits includes deposits towards Core Settlement Guarantee Fund (Refer Note 37), listing entities, defaulter members, investor services fund and other deposits.

12 Bank balances other than cash and cash equivalents (Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Balance in Escrow Account * 39.9 23.3 18.2 - - -
Fixed deposits
- with original maturity for more than 3 months but less than 12 8,129.5 5,039.7 4,530.1 14,373.7 9,900.1 5,074.3
months
- with maturity of less than 12 months at the balance sheet date 3,295.7 7,499.5 13,261.5 15,584.9 18,408.6 27,154.6
Certificate of deposits
- with original maturity for more than 3 months but less than 12 months - - - 1,641.0 1,196.1 793.4
Earmarked Deposits** :
Certificate of deposits
- with original maturity for more than 3 months but less than 12 months - - - - 97.9 -
Fixed deposits
- with original maturity for more than 3 months but less than 12 287.8 1,797.8 1,227.4 1,330.6 974.9 147.6
months
- with maturity of less than 12 months at the balance sheet date 1,187.1 1,263.9 401.6 2,683.8 2,189.8 3,805.1
12,940.0 15,624.2 19,438.8 35,614.0 32,767.4 36,975.0
* Balance in Escrow Account represents balances kept by NSE IT Ltd towards UIDAI project of Government of India. (refer note 16)
** Also includes deposit towards Core Settlement Guarantee Fund (Refer Note 37)

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13 a Equity share capital (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma

Authorised (Refer Note 44 (iii) )

5,00,00,000 (Previous years: 5,00,00,000 ) equity shares
of Rs 10 each. 500.0 500.0 500.0 500.0 500.0 500.0

Issued, subscribed and paid-up (Refer Note 44 (ii) and (iii) )

4,50,00,000 (Previous years: 4,50,00,000) equity shares of 450.0 450.0 450.0 450.0 450.0 450.0
Rs.10 each fully paid up.
Total 450.0 450.0 450.0 450.0 450.0 450.0

Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10 per share. They entitle the holder to participate in dividends. In the event of liquidation of the Company, the holders of equity shares will be entitled
to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. There is no change either in the number of
equity shares or in amount between reported years.

Also refer note 44 for Issue of bonus equity shares and Sub-devision of equity shares.

Details of shareholders holding more than 5% share in the Company (No. of shares)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Life Insurance Corporation of India 56,28,500 56,28,500 47,28,500 47,28,500 47,28,500 47,28,500
State Bank of India 23,37,500 45,87,500 45,87,500 45,87,500 45,87,500 45,87,500
Infrastructure Development Finance Company Limited - - - 23,96,410 29,47,990 29,47,990
IFCI Limited 13,72,750 17,47,750 24,97,750 24,97,750 24,97,750 24,97,750

Details of shareholders holding more than 5% share in the Company (% shareholding )

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Life Insurance Corporation of India 12.51% 12.51% 10.51% 10.51% 10.51% 10.51%
State Bank of India 5.19% 10.19% 10.19% 10.19% 10.19% 10.19%
Infrastructure Development Finance Company Limited - - - 5.33% 6.55% 6.55%
IFCI Limited 3.05% 3.88% 5.55% 5.55% 5.55% 5.55%

13 b Details of Other Equity ( refer ANNEXURE III - Restated consolidated statement of changes in equity)
Securities premium reserve
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

Other Reserves:
The Company has in the past created Other Reserves for investor compensation activities, staff welfare activities, special contingency reserve and capital redemption reserve arising on consolidation.

FVOCI equity investments

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within
equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

Debt Instruments through Other Comprehensive Income:

The fair value change of the debt instruments measured at fair value through other comprehensive income is recognised in debt instruments through other comprehensive income. Upon derecognition, the cumulative fair value
changes on the said instruments are reclassified to the Statement of Profit and Loss.

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14 Trade payables (current) (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma

Trade payables 793.1 664.3 562.1 736.5 562.2 643.2

Trade payables to related parties (refer note no.32) - - 0.6 1.2 1.1 7.0
Total 793.1 664.3 562.7 737.7 563.3 650.2

15 Other financial liabilities (non-current) (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Obligations under finance lease 88.6 85.7 80.3 75.7 71.8 68.5
Total 88.6 85.7 80.3 75.7 71.8 68.5

16 Other financial liabilities (current) (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Deposits - premises 58.8 57.3 330.1 305.3 310.5 295.6
Creditors for capital expenditure 199.2 207.2 137.7 128.4 225.3 94.5
Defaulters fund pending claims 707.6 678.9 639.8 585.3 533.6 500.2
Margin money from members^ 9,932.0 8,635.3 5,087.5 11,357.2 6,412.2 5,964.6
Settlement obligation payable ^ 56,931.5 18,651.8 16,405.9 32,793.0 16,253.6 21,157.9
Obligations under finance lease 9.3 9.3 9.3 9.3 9.3 9.3
Balance in escrow account* 41.3 43.4 19.0 - - -
Other liabilities 244.5 375.9 397.1 856.4 871.1 373.4
Total 68,124.2 28,659.1 23,026.3 46,034.9 24,615.7 28,395.5
^ Represents amount received from members towards settlement obligations whcich is payable on the date of settlement of the transactions. i.e. Transaction date + 2 days & margin money from members which is also repayable
on the settlement of transactions (refer note 11)
* Balance in Escrow Account represents liability towards balances kept by NSE IT Ltd for UIDAI project of Government of India. (refer note 12)

17 Provision (non current) (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma

Employee benefits obligation

Provision for gratuity 85.9 37.1 27.2 37.4 6.3 14.1
Provision for variable pay and allowance 69.3 75.5 71.5 46.8 24.8 -
Total 155.2 112.6 98.7 84.2 31.1 14.1

18 Provision (current) (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Employee benefits obligation
Provision for gratuity 46.4 40.1 33.6 22.2 56.8 20.7
Provision for variable pay and allowance 298.9 289.7 211.4 198.8 56.2 294.0
Provision for leave encashment 232.7 156.2 141.5 113.2 100.7 95.4
Total 578.0 486.0 386.5 334.2 213.7 410.1

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19 Income taxes
(a) Income tax expense (Rs.in Millions)
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
a) Income tax expense
Current Tax
Current tax expense 2,363.5 3,020.3 4,878.6 4,452.4 3,814.2 3,935.5
Deferred Tax
Decrease (increase) in deferred tax assets 14.7 1,788.3 (221.7) (649.7) (558.3) (54.4)
Increase (decrease) in deferred tax liabilities 291.4 390.4 207.6 153.6 27.3 10.3
Adjustment in other equity - - 34.0 - - -
Total deferred tax expense (benefit) 306.1 2,178.7 19.9 (496.1) (531.0) (44.1)
Total Income tax expenses * 2,669.6 5,199.0 4,898.5 3,956.3 3,283.2 3,891.4

* This excludes deferred tax benefit on other comprehensive income (83.3) (4.5) 13.0 (6.6) (44.4) 200.1

(b) Reconciliation of tax expense and the accounting profit multiplied by India's tax rate: (Rs.in Millions)
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Profit before tax* 8,552.8 14,951.1 14,836.6 11,477.5 10,420.3 12,810.8
Statutory Tax rate (%) 34.608% 34.608% 33.990% 33.990% 32.445% 32.445%

Tax at the Indian Statutory Tax Rate 2,960.0 5,174.3 5,042.9 3,901.2 3,380.9 4,156.5

Tax effect of amounts which are not deductible (taxable) in calculating

taxable income
Dividend income (17.8) (5.1) (6.2) (49.3) (85.3) (116.9)
Dividend distribution tax paid by subsidiary companies on which credit is not 4.1 126.1 76.0 3.9 48.9 4.0
availed
Interest on tax free bonds (88.4) (77.6) (37.3) (72.9) (69.2) (60.7)
Expenditure related to exempt income 76.1 50.1 20.0 14.8 10.3 6.5
Net (gain) / loss on financial assets mandatorily measured at fair value (197.8) 38.4 7.2 - - -
through profit or loss - ETF
(Profit) / Loss on sale of investments taxed at other than Statutory rate 1.4 30.8 (3.0) 205.3 22.1 (100.5)
Specific Tax deductions (7.4) (20.8) (51.4) (52.1) (48.9) (48.8)
Profit of subsidiaries & associates tax at different rate (73.1) (60.4) (95.8) (51.6) 16.3 32.1
Others 12.6 (56.8) (53.9) 57.0 8.1 19.2
Income Tax Expense 2,669.6 5,199.0 4,898.5 3,956.3 3,283.2 3,891.4

(c) Current tax assets / (liability) (Rs.in Millions)

Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Opening income tax asset/ (liability) at the beginning of the year/period 2,658.6 471.9 624.4 398.8 401.7 492.7
Income tax paid / (refund) 2,451.2 5,207.0 4,726.1 4,678.0 3,811.3 3,844.5
Current income tax payable for the period / year (2,363.5) (3,020.3) (4,878.6) (4,452.4) (3,814.2) (3,935.5)
Net current income tax asset/ (liability) at the end of year/period 2,746.3 2,658.6 471.9 624.4 398.8 401.7
Income tax asset 3,103.8 2,841.2 989.2 1,114.8 1,006.4 994.4
Income tax (liabiity) (357.5) (182.6) (517.3) (490.4) (607.6) (592.7)

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(d) Deferred tax (liabilities)/assets (net)
The balance comprises temporary differences attributable to: (Rs.in Millions)
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Deferred income tax assets
Property, plant and equipment and investment property 15.2 23.2 19.4 14.9 13.8 8.7
Provision for leave encashment 79.0 57.3 49.3 44.1 39.7 29.9
Financial Assets at Fair Value through OCI 0.7 42.5 14.6 5.6 0.5 -
Financial Assets at Fair Value through profit and Loss - - - 5.3 5.3 -
Contribution to Core Settlement Guarantee Fund - - 1,824.5 1,611.9 711.8 -
Others 149.9 137.1 103.8 87.3 343.2 508.0
Total deferred tax assets 244.8 260.1 2,011.6 1,769.1 1,114.3 546.6

Deferred income tax liabilities

Property, plant and equipment and investment property 249.5 306.6 232.4 199.9 148.6 138.2
Financial Assets at Fair Value through OCI 284.8 202.3 161.0 153.5 144.3 90.5
Financial Assets at Fair Value through profit and Loss 426.5 191.5 120.0 71.7 22.3 43.3
Tax on undistributed earning of Associates 513.7 433.9 265.7 184.5 134.2 95.1
Others 10.7 12.2 1.5 3.9 2.8 4.0
Total deferred tax liabilities 1,485.2 1,146.5 780.6 613.5 452.2 371.1
Net Deferred tax (liabilities) / assets (1,240.4) (886.4) 1,231.0 1,155.6 662.1 175.5

Deferred tax assets 27.4 18.6 1,587.3 1,408.5 822.2 290.9

Deferred tax liabilities 1,267.8 905.0 356.3 252.9 160.1 115.4

(e) Deferred tax assets

Movements in deferred tax assets (Rs.in Millions)
Property, plant and Provision for leave Financial Assets at Fair Financial Assets at Fair Contribution to Core Total
equipment encashment Value through profit and Value through OCI Settlement Gurantee
Loss Fund and Others
At 1 April 2011 - Proforma 3.5 24.3 - - 464.4 492.2
Charged/(credited) - - - - - -
- to profit or loss 5.2 5.6 - - 43.6 54.4
- to other comprehensive income - - - - - -
At 31 March 2012 - Proforma 8.7 29.9 - - 508.0 546.6
Charged/(credited) - - - - - -
- to profit or loss 5.1 9.8 5.3 - 538.1 558.3
- to other comprehensive income - - - 0.5 8.9 9.4
At 31 March 2013 - Proforma 13.8 39.7 5.3 0.5 1,055.0 1,114.3
Charged/(credited) - - - - - -
- to profit or loss 1.1 4.4 - - 644.2 649.7
- to other comprehensive income - - - 5.1 - 5.1
At 31 March 2014 - Proforma 14.9 44.1 5.3 5.6 1,699.2 1,769.1
Charged/(credited) - - - - - -
- to profit or loss * 4.5 5.2 (5.3) - 217.3 221.7
- to other comprehensive income - - - 9.0 11.8 20.8
At 31 March 2015 - Proforma 19.4 49.3 - 14.6 1,928.3 2,011.6
Charged/(credited) - - - - - -
- to profit or loss 3.8 8.0 - 0.3 (1,800.4) (1,788.3)
- to other comprehensive income - - - 27.6 9.2 36.8
At 31 March 2016 23.2 57.3 - 42.5 137.1 260.1
Charged/(credited) - - - - - -
- to profit or loss (8.0) 21.7 - - (28.4) (14.7)
- to other comprehensive income - - - (41.8) 41.2 (0.6)
At 30 September 2016 15.2 79.0 - 0.7 149.9 244.8
* - includes deferred tax of Rs. 34 millions in other equity
Deferred tax asset is recognised based on reasonable certainty. Accordingly, the company, as a matter of prudence, have not recognised deferred tax asset amounting to Rs. 13.2 millions on diminution on value of investment in
Power Exchange India Limited, an associate company.

269
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(f) Movements in deferred tax liabilities

Property, plant and Financial Assets at Fair Financial Assets at Fair Tax on undistributed Others Total
equipment Value through profit and Value through OCI earning of Associates
Loss
At 1 April 2011 - Proforma 179.8 34.3 287.3 57.1 2.4 560.9
Charged/(credited) - - - - - -
- to profit or loss (41.6) 9.0 - 38.0 4.9 10.3
- Others - - - - - -
- to other comprehensive income - - (196.8) - (3.3) (200.1)
At 31 March 2012 - Proforma 138.2 43.3 90.5 95.1 4.0 371.1
Charged/(credited) - - - - - -
- to profit or loss 10.4 (21.0) - 39.1 (1.2) 27.3
- Others - - - - - -
- to other comprehensive income - - 53.8 - - 53.8
At 31 March 2013 - Proforma 148.6 22.3 144.3 134.2 2.8 452.2
Charged/(credited) - - - - - -
- to profit or loss 51.3 49.4 - 54.4 (1.5) 153.6
- Others - - - (4.1) - (4.1)
- to other comprehensive income - - 9.2 - 2.6 11.8
At 31 March 2014 - Proforma 199.9 71.7 153.5 184.5 3.9 613.5
Charged/(credited) - - - - - -
- to profit or loss 32.5 48.3 - 129.2 (2.4) 207.6
- Others - - 0.1 (48.0) - (47.9)
- to other comprehensive income - - 7.4 - - 7.4
At 31 March 2015 - Proforma 232.4 120.0 161.0 265.7 1.5 780.6
Charged/(credited) - - - - - -
- to profit or loss 74.2 71.5 - 227.6 17.1 390.4
- Others - - - (59.4) (6.4) (65.8)
- to other comprehensive income - - 41.3 - - 41.3
At 31 March 2016 306.6 191.5 202.3 433.9 12.2 1,146.5
Charged/(credited) - - - - - -
- to profit or loss (57.1) 235.0 - 115.0 (1.5) 291.4
- Others - - (0.3) (35.2) - (35.5)
- to other comprehensive income - - 82.8 - - 82.8
At 30 September 2016 249.5 426.5 284.8 513.7 10.7 1,485.2

(g) The Group has not recognised deferred tax liability associated with undistributed earnings of its subsidiaries as it can control the timing of the reversal of these temporary differences and it is probable that such differences will
not reverse in the foreseeable future.
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
The taxable temporary differences relating to investment in subsidiaries associated with respect to undistributed earnings for which a deferred tax liability has not been created:
Undistributed Earnings 11,097.6 11,829.8 11,964.8 13,499.6 12,361.4 12,443.6
Unrecognised deferred tax liabilities relating to the above temporary 2,259.2 2,408.2 2,392.9 2,294.3 2,005.3 2,018.7
differences
(h) Deferred tax assets are not recognised for temporary differences where it is not probable that the differences will reverse in the foreseeable future and taxable profits will not be available against which the temporary difference
can be utilized. The Group has not recognized deferred tax assets of Rs.314.9 millions in respect of tax effect on intragroup transactions of its various subsidiaries as based on management’s projections of future taxable
income and existing plans as it is not probable that such difference will reverse in the foreseeable future.

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20 Income tax liabilities (net) (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Income tax (net of advances) 354.5 179.6 499.1 475.7 593.0 578.7
Fringe Benefit Tax (net of Advances) 0.2 0.1 0.1 0.3 0.9 0.9
Wealth tax (net of advances) 2.8 2.9 18.1 14.4 13.7 13.1
357.5 182.6 517.3 490.4 607.6 592.7

21 Income tax assets (net) (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Income tax paid including TDS (net of provisions) 3,081.3 2,818.7 966.7 1,092.3 983.9 971.9
Wealth tax (net of provisions) 0.2 0.2 0.2 0.2 0.2 0.2
Fringe benefit tax (net of provisions) 22.3 22.3 22.3 22.3 22.3 22.3
3,103.8 2,841.2 989.2 1,114.8 1,006.4 994.4

22 Other non-current liabilities (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Deposit - STT (refer note no. 7) 53.9 53.9 53.9 53.9 53.9 53.9
Total 53.9 53.9 53.9 53.9 53.9 53.9

23 Other current liabilities (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Securities Transaction Tax payable 6,573.3 1,663.5 1,268.7 1,440.1 714.5 1,241.2
Statutory dues payable 570.9 363.3 289.7 247.5 165.1 119.6
Advance from customers 294.5 178.8 204.2 169.4 109.1 38.0
Income received in advance 1,112.6 391.8 448.7 341.9 272.2 288.3
Others 241.6 403.7 393.1 201.8 204.3 496.5
Total 8,792.9 3,001.1 2,604.4 2,400.7 1,465.2 2,183.6

24 Deposits (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Deposits from trading members 10,260.9 10,297.9 10,370.6 10,464.7 10,575.8 10,737.2
Deposits from applicants for membership 39.2 28.6 39.1 61.3 53.5 66.4
Deposits from mutual fund distributors 27.2 21.9 6.7 - - -
Deposits towards equipment's 205.5 193.9 180.3 170.5 403.2 434.3
Deposit from clearing members 3,238.8 2,875.2 3,172.0 3,375.8 3,351.5 3,323.6
Deposit in lieu of bank guarantee/securities from clearing members 640.1 633.6 642.8 629.7 623.7 606.3
Deposits from clearing banks 2,860.5 2,235.5 1,855.5 1,545.0 1,390.0 1,165.0
Deposit - listing & book building 600.8 464.9 368.7 543.4 531.2 657.9
Total 17,873.0 16,751.5 16,635.7 16,790.4 16,928.9 16,990.7

271
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25 Revenue from operations (Rs.in Millions)
For the half year
For the year ended For the year ended For the year ended For the year ended For the year ended
ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Operating revenues
Revenue from services :
Trading services
Transaction charges ^ (Refer Note 46) 6,535.3 11,675.7 10,752.1 8,257.2 7,236.3 7,646.9
Listing services
Listing fees 295.7 503.6 479.1 347.9 333.8 333.7
Book building fees 82.1 85.0 33.0 39.0 42.4 42.8
377.8 588.6 512.1 386.9 376.2 376.5
Technology services
Application development & maintenance services 126.7 261.6 270.8 152.2 143.6 165.2
Infrastructure management services 31.3 50.6 42.1 47.3 61.6 92.4
E-Learning solutions 355.4 575.1 449.2 496.1 435.1 543.7
IT & process support charges - 7.3 4.4 3.3 40.8 42.5
513.4 894.6 766.5 698.9 681.1 843.8
Data Feed services
Online datafeed service fees 355.6 592.1 470.6 368.6 278.2 283.4
355.6 592.1 470.6 368.6 278.2 283.4
Licensing services
Index license fees outside India 307.5 570.7 344.7 153.5 93.6 81.9
Data subscription fees 26.8 46.7 40.6 34.6 26.0 21.5
ETF licensing outside India 11.0 22.8 17.2 15.8 15.0 10.7
345.3 640.2 402.5 203.9 134.6 114.1
Others 84.6 83.0 75.3 67.4 84.2 58.3
Other operating revenues
Listing services
Processing fees 127.2 215.2 131.5 67.0 57.8 124.6
Data centre charges # (Refer Note 45) 378.2 708.4 564.5 431.9 426.2 379.5
Others
Registration & test enrolment fees 84.1 190.1 223.1 204.8 186.9 216.0
Annual subscription - - - - 57.1 116.9
Strategic Co-operation fees - - - - 53.3 142.4
Income on investments * 1,284.4 2,591.4 3,112.2 2,693.4 2,749.4 2,806.6
Net fair value gain on financial assets mandatorily measured at FVPL 68.8 118.6 8.8 11.8 0.0 3.0
Net gain on sale of financial assets mandatorily measured at FVPL 70.9 47.7 49.9 2.9 - -
Connectivity charges 15.2 7.3 6.6 8.2 191.6 243.3
Others 87.4 173.7 107.4 131.6 204.0 217.1
1,610.8 3,128.8 3,508.0 3,052.7 3,442.3 3,745.3
Sale of Products :
Software Products 7.8 103.3 105.8 92.5 82.1 33.1
Traded Goods 1.2 5.5 7.1 3.9 2.9 8.9
9.0 108.8 112.9 96.4 85.0 42.0

Total 10,337.2 18,635.4 17,296.0 13,630.9 12,801.9 13,614.4

^ Includes revenue from transaction charges related to colocation services amounting to Rs.476.7 million for the month of September 2016 and the same has been subsequently transferred to a separate bank account based on
SEBI directive. ( Refer Note 45)
# Includes revenue from colocation services amounting to Rs. 65.3 millions for the month of September 2016 and the same has been subsequently transferred to a separate bank account based on SEBI directive. ( Refer Note
45)
* Represent income generated from sources of fund related to operating activity of the group.

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NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Consolidated Financial Information
26 Other income (Rs.in Millions)
For the half year
For the year ended For the year ended For the year ended For the year ended For the year ended
ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Other income - Recurring
Dividend income
- from equity investments designated at FVOCI 19.0 13.3 11.4 14.7 59.0 24.8
- from other investments 7.5 1.7 2.3 140.6 255.7 348.2
Interest income from financial assets at amortised cost 770.0 2,444.4 2,894.7 4,352.5 4,452.5 3,267.7
Interest income from investment designated at FVOCI 325.8 810.5 148.2 24.5 0.8 -
Rental income 40.6 155.2 460.8 506.9 442.2 423.2
Miscellaneous income 11.1 96.8 46.7 77.4 32.5 58.1
1,174.0 3,521.9 3,564.1 5,116.6 5,242.7 4,122.1

Other gains/(losses) - Recurring

Net fair value gain / (loss) on financial assets mandatorily measured at FVPL 1,191.6 30.8 87.4 135.0 (34.6) 54.1

Net gain on sale of financial assets measured at FVOCI 105.7 53.4 77.7 22.0 - -
Net gain on sale of financial assets mandatorily measured at FVPL 621.5 1,289.8 1,885.2 290.8 117.3 219.5
Net gain on disposal of property, plant and equipment 1.4 60.5 - - - -
Net foreign exchange gains 3.7 - - 11.0 8.8 -
Total other income and other gains/(losses) 1,923.9 1,434.4 2,050.3 458.8 91.6 273.6

Total 3,097.9 4,956.3 5,614.4 5,575.4 5,334.3 4,395.7

27 Employee benefits expenses (Rs.in Millions)

For the half year
For the year ended For the year ended For the year ended For the year ended For the year ended
ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Salaries, wages and bonus 1,117.2 1,987.0 1,722.4 1,583.6 1,594.6 1,522.5
Contribution to provident and other fund (refer note 30) 43.4 79.8 72.1 66.2 70.2 58.9
Gratuity 16.6 28.7 24.0 23.9 20.0 16.8
Staff welfare expenses 44.9 84.3 72.9 70.8 60.4 50.4
Total 1,222.1 2,179.8 1,891.4 1,744.5 1,745.2 1,648.6

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Annexure VI - Notes to the Restated Consolidated Financial Information
28 Other expenses (Rs.in Millions)
For the half year
For the year ended For the year ended For the year ended For the year ended For the year ended
ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Repairs & maintenance
- To computers, trading & telecommunication systems 427.4 760.7 666.8 553.1 569.1 491.1
- To buildings 16.9 26.7 31.0 37.7 30.4 28.5
- To others 49.8 93.6 76.1 86.6 97.0 45.9
SEBI regulatory fees 129.6 250.4 247.9 54.8 53.4 53.4
IT management and consultancy charges 7.6 68.2 90.7 32.6 35.7 26.9
Software expenses 259.1 317.0 157.0 166.5 181.5 100.3
Network infrastructure management charges 37.9 70.7 77.7 158.7 123.0 47.2
Lease line charges 39.8 84.7 86.8 94.5 94.5 79.5
Telephone charges 8.5 12.8 12.9 10.7 7.6 7.3
Water and electricity charges 89.1 230.7 276.4 232.2 170.4 140.6
Rental charges 105.2 203.1 170.8 158.6 171.4 164.5
Transponder charges/license fee for operating VSAT network - - - - 124.3 73.0
Rates and taxes 34.7 67.4 107.4 94.5 90.1 33.4
Directors' sitting fees 7.8 8.7 5.4 1.9 1.5 1.4
Legal and professional fees 188.9 343.2 339.1 269.6 228.2 265.8
Advertisement and publicity 125.6 179.7 163.0 148.8 36.6 145.3
Travel and conveyance 68.3 77.5 74.9 61.0 53.8 129.5
Insurance 11.2 18.4 17.0 19.0 16.5 25.6
Printing and stationery 20.8 44.0 42.9 39.6 46.7 93.8
Corporate social responsibility expenditure 32.8 28.3 7.0 - - -
Contribution to Investor protection fund trust 30.0 45.7 53.1 53.6 61.1 71.7
Investor education expenses 6.9 43.8 99.7 104.8 67.3 35.7
Payment to auditors 8.3 12.6 10.2 7.5 7.7 5.9
Donations/Contributions - - - 11.9 13.9 10.7
Doubtful debts written off 0.7 0.6 0.4 0.1 - 1.0
Provision for Doubtful Debts - 2.1 1.0 0.4 - -
Loss on sale of property, plant and equipment - - 2.5 6.0 7.9 4.8
Loss on foreign currency transaction (net) - 3.0 6.4 - - 5.6
Technical & Subcontract Charges 99.2 216.7 235.8 222.1 202.0 204.2
Cost of goods sold 0.1 0.4 0.3 0.3 0.6 4.3
Impairment in value of Investments (Refer Note 32) 50.1 - - - - -
Other expenses 419.6 729.1 692.1 725.0 664.6 467.4
Total 2,275.9 3,939.8 3,752.3 3,352.1 3,156.8 2,764.3

274
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Consolidated Financial Information
29 Earnings per share
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Profit attributable to the equity holders of the company used in
calculating basic earnings per share and diluted earnings per share
Profit for the year / period 5,883.2 9,752.1 9,938.1 7,486.7 7,052.1 8,848.8
Weighted average number of equity shares used as the denominator in 495.0 495.0 495.0 495.0 495.0 495.0
calculating basic and diluted earnings per share (no. in millions) (Refer Note
44 (ii) and (iii) )
Earnings per equity share (basic and diluted) 11.9 19.7 20.1 15.1 14.2 17.9

Profit before contribution to Core Settlement Guarantee Fund and tax and 9,893.5 17,294.4 17,066.3 13,991.2 12,529.2 12,740.2
after non controlling interest
Income tax effects on above 3,133.6 6,010.0 5,689.0 4,856.3 3,995.0 3,891.4
Profit before contribution to Core Settlement Guarantee Fund and after tax 6,759.9 11,284.5 11,377.3 9,134.9 8,534.2 8,848.8
and non controlling interest
Earnings per equity share before contribution to Core Settlement 13.7 22.8 23.0 18.5 17.2 17.9
Guarantee Fund (net) (basic and diluted) as restated
The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and diluted earning per share of the Company remain the same.

The Board of directors of the company in their meeting held on October 4, 2016 has recommended issue of Bonus equity shares in the proportion of 1 (one) bonus share of Rs.10/- (Rupees Ten each) for every existing 10 (Ten)
fully paid up equity shares of Rs.10 each, which is approved by the shareholders in the general meeting held on November 10, 2016. The record date for issue of bonus shares was November 23, 2016. Accordingly, the weighted
average number of equity shares has been restated for all periods presented. The board of directors has also recommended the sub-division of equity shares of Rs.10 each, into equity shares having a face value of Rs.1. The
same is approved by the shareholders in the general meeting held on November 10, 2016, approved by SEBI on November 27, 2016 and has been notified in the gazette on December 10, 2016. The record date for stock split
was December 13, 2016. Accordingly, basic and diluted earning per share figures for the current period and those of the prior periods have been restated and is based on the new weighted average number of shares after taking
into account increase in the number of shares arising from bonus and subdivision subsequent to the balance sheet date.

275
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Annexure VI - Notes to the Restated Consolidated Financial Information

30 Disclosure under Indian Accounting Standard 19 (Ind AS 19) on Employee Benefit as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting Standards)
Amendment Rules, 2016.

i) Defined Contribution Plan :

The Group's contribution towards superannuation fund during the year/period ended has been charged to Statement of Consolidated Profit & Loss (Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Group's contribution towards superannuation fund 10.5 19.9 19.4 18.5 20.3 16.0

ii) Defined Benefit Plan :

(a) Provident Fund :
The Company has established ‘National Stock Exchange of India Limited Employee Provident Fund Trust’ and one of the subsidiary, NSE Infotech Services Limited has established ‘NSE Infotech Services Limited Employee
Provident Fund Trust’ to which both the employee and the employer make monthly contribution equal to 12% of the employee’s basic salary, respectively. Such contribution to the provident fund for all employees, are charged to
the profit and loss. In case of any liability arising due to shortfall between the return from its investments and the administered interest rate, the same is provided for by the Group. One of the subsidiary, NSEIT Limited contributes
to the Government administered fund and the same is charged to statement of profit and loss. The actuary has provided an actuarial valuation and indicated the interest shortfall liability for the year / period ended as follows,
which has been provided in the books of accounts after considering the assets available with the group's Provident Fund Trusts. The Group has contributed towards Provident Fund during the year / period ended as follows.

(Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Group's contribution to the provident fund 32.4 59.8 52.6 47.1 47.5 41.7
Interest shortfall liability 0.5 0.1 0.1 0.6 2.4 1.2

Assumptions used in determining the present value obligation of the interest rate guarantee are as follows:
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
a. Approach used Deterministic / Deterministic / Deterministic / Deterministic / Deterministic / Deterministic /
Projected Unit Credit Projected Unit Credit Projected Unit Credit Projected Unit Credit Projected Unit Credit Projected Unit Credit
Method Method Method Method Method Method
b. Increase in compensation levels 5.00 - 8.00% 5.0% 5.0% 5.0% 5.0% 5.0%
c. Discount Rate 7.15 - 7.96% 7.95 - 7.96% 7.96 - 8.03% 8.00 - 9.31% 5.0% 8.15 - 8.50%
d. Attrition Rate 2.00 - 10.00% 2.0% 2.0% 2.0% 2.0% 2.0%

(b) Gratuity :
The Group provides for gratuity for employees as per Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity, The amount of Gratuity is payable on
retirement/termination of the employee's based on last drawn basic salary per month multiplied for the number of years of service. The gratuity plan is a funded plan and the Group makes contribution to recognised funds with Life
Insurance Corporation of India (LIC).

A Consolidated Balance Sheet

(i) The amounts recognised in the consolidated balance sheet and the movements in the net defined benefit obligation over the year / period are as follows:
(Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Liability at the beginning of the year/period 252.1 213.8 166.7 185.8 136.5 105.7
Interest cost 10.2 17.3 15.5 15.6 11.6 8.7
Current Service Cost 13.3 23.6 18.3 18.7 17.1 14.3
Transfers - - - 2.3 - -
Benefits Paid (18.6) (32.8) (32.4) (46.4) (10.1) (4.5)
Actuarial (Gains)/Losses on Obligations - Due to Change in Demographic 25.1 - - - (0.3) -
Actuarial (Gains)/Losses on Obligations - Due to Change in Financial 57.1 0.6 24.8 (14.3) 4.6 (3.6)
Actuarial (Gains)/Losses on Obligations - Due to Experience 23.5 29.6 20.9 5.0 26.4 15.9
Liability at the end of the year/period 362.7 252.1 213.8 166.7 185.8 136.5

276
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Consolidated Financial Information
(ii) The amounts recognised in the consolidated balance sheet and the movements in the fair value of plan assets over the year / period are as follows:
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Fair Value of plan assets at the beginning of the year/period 174.9 153.0 107.0 122.7 101.6 75.5
Interest Income 6.9 12.2 9.8 10.4 8.7 6.2
Expected return on plan assets 2.1 2.3 3.3 (1.5) 2.3 2.4
Contributions 65.0 40.2 65.3 19.5 20.2 22.0
Transfers - - - 2.3 - -
Benefits paid (18.6) (32.8) (32.4) (46.4) (10.1) (4.5)
Fair Value of plan assets at the end of the year/period 230.3 174.9 153.0 107.0 122.7 101.6

(iii) The net liability disclosed above relates to funded plans are as follows: (Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Fair value of plan assets as at the end of the year/period 230.3 174.9 153.0 107.0 122.7 101.6
Liability as at the end of the year/period (362.7) (252.1) (213.8) (166.7) (185.8) (136.5)
Net (liability) / asset (132.4) (77.2) (60.8) (59.7) (63.1) (34.9)
Non Current Portion (85.9) (37.1) (27.2) (37.4) (6.3) (14.1)
Current Portion (46.4) (40.1) (33.6) (22.2) (56.8) (20.7)

(iv) Consolidated Balance Sheet Reconciliation (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Opening Net Liability 77.2 60.8 59.7 63.1 34.9 30.2
Expenses recognized in Statement of Consolidated Profit or Loss 16.6 28.7 24.0 23.9 20.0 16.8
Expenses recognized in Consolidated OCI 103.6 27.9 42.3 (7.9) 28.4 9.9
Employers Contribution (65.0) (40.2) (65.3) (19.5) (20.2) (22.0)
Amount recognised in the Balance Sheet 132.4 77.2 60.7 59.6 63.1 34.9

B Statement of Consolidated Profit & Loss

(i) Net Interest Cost for Current Period (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Interest Cost 10.2 17.3 15.5 15.6 11.6 8.7
Interest Income (6.9) (12.2) (9.8) (10.4) (8.7) (6.2)
Net Interest Cost for Current Period 3.3 5.1 5.7 5.2 2.9 2.5

(ii) Expenses recognised in the Statement of Consolidated of Profit & Loss (Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Current Service cost 13.3 23.6 18.3 18.7 17.1 14.3
Net Interest Cost 3.3 5.1 5.7 5.2 2.9 2.5
Expenses recognised in the Statement of Consolidated Profit & Loss 16.6 28.7 24.0 23.9 20.0 16.8

(iii) Expenses recognised in the Consolidated Other Comprehensive Income (Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Re-measurement
Expected return on plan assets (2.1) (2.3) (3.3) 1.5 (2.3) (2.4)
Actuarial (Gain) or Loss 105.7 30.2 45.7 (9.3) 30.7 12.3
Net (Income)/Expense for the Period Recognized in OCI 103.6 27.9 42.4 (7.8) 28.4 9.9

277
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Annexure VI - Notes to the Restated Consolidated Financial Information
C Fair value of plan assets at the Balance Sheet Date for defined benefit obligations (Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Insurer Managed Funds 230.3 174.9 153.0 107.0 122.7 101.6
Total 230.3 174.9 153.0 107.0 122.7 101.6

D Sensitivity Analysis (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Projected Benefit Obligation on Current Assumptions 362.7 252.1 213.8 166.7 185.8 136.5
Delta Effect of +1% Change in Rate of Discounting (23.9) (22.8) (18.8) (14.2) (17.4) (11.2)
Delta Effect of -1% Change in Rate of Discounting 27.5 26.7 22.0 16.5 20.3 13.1
Delta Effect of +1% Change in Rate of Salary Increase 27.3 27.2 22.4 17.0 20.8 13.4
Delta Effect of -1% Change in Rate of Salary Increase (24.1) (23.7) (19.5) (14.8) (18.0) (11.6)
Delta Effect of +1% Change in Rate of Employee Turnover 0.9 6.7 5.5 6.4 5.4 4.0
Delta Effect of +1% Change in Rate of Employee Turnover (1.0) (7.7) (6.4) (7.2) (6.1) (4.5)

E Significant actuarial assumptions are as follows: (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Discount Rate 6.77 - 7.96% 7.38 - 8.03% 7.96 - 8.03% 8.00 - 9.31% 8.00 - 8.50% 8.50%
Rate of Return on Plan Assets 7.15 - 7.96% 7.95 - 8.03% 7.96 - 8.03% 8.00 - 9.31% 8.00 - 8.50% 8.50%
Salary Escalation 5.00 - 8.00% 5.00% 5.00% 5.00 - 8.00% 5.00% 5.00%
Attrition Rate 2.00 - 10.00% 2.00% 2.00% 2.00 - 10.00% 2.00% 2.00%

278
Note: 31 Segment Information

(A) Description of segments and principal activities

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM,
who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director and CEO of the Company. The
Group has identified the following segments i.e. Trading Services, Clearing Services, Data Feed, Index licensing and strategic investment as reporting segments based on the
information reviewed by CODM.

1: Trading services : Includes services related to trading in equity, equity derivatives, debt and currency derivatives segments.Revenue includes transation charges, Lisitng &
book building fees, revenue from data centre charges etc.
2: Clearing Services: Includes clearing and settlement of the trades executed in the Capital Markets, Future & Options and Currency Derivative segments (These are inter
segment and not external customers).
3: Datafeed Services : Includes services related to dissemination of price, volume, order book and trade data relating to securities and various indexes to the stock and
commodity brokers.
4: Index Licensing Fees: Primary provider of indices and related products and services to various participants in Capital Market in india.

5: Strategic Investments : Includes businesses relating to make or hold all strategic investments in the equity shares and / or other securities of various companies.

6: Other segments includes End to End Solution, E-learning Solutions, Web Trading, IT services, IT Process Support charges,and Software application development. The results
of these operations are included in the "all other segments".This column includes head office and group services.

The above business segments have been identified considering :

a) the nature of products and services
b) the differing risks and returns
c) the internal organisation and management structure, and
d) the internal financial reporting systems.

The segment information presented is in accordance with the accounting policies adopted for preparing the consolidated financial statements of the Company. Segment
revenues, expenses and results include inter-segment transfers. Such transfers are undertaken either at competitive market prices charged to unaffiliated customers for
similar goods or at contracted rates. These transfers are eliminated on consolidation.

279
Note: 31 Segment Information

(B) Segment Revenue :

(a) Segment revenue is measured in the same way as in the statement of profit or loss. Revenue and expenses which relate to the enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as Unallocable.Transactions between segments are
eliminated on consolidation. The CODM primarily uses a measure of profit before tax to assess the performance of the operating segments. However the CODM also receives information about the segments revenue and assets on a quarterly basis.

30st September 2016 31st March 2016 31st March 2015 - Proforma
Revenue from Revenue from Revenue from
Segments
Inter-segment external Inter-segment external Inter-segment external
Segment Revenue revenue customers Segment Results Segment Revenue revenue customers Segment Results Segment Revenue revenue customers Segment Results
Trading Services * 8,266.3 168.1 8,098.2 3,447.2 14,729.7 302.2 14,427.5 5,658.0 13,643.4 248.3 13,395.1 5,145.6
Clearing Services 1,340.4 493.2 847.2 864.0 2,772.4 983.5 1,788.9 1,985.0 3,041.2 911.8 2,129.4 2,323.7
Datafeed Services 360.4 1.7 358.7 249.9 604.1 3.2 600.9 422.3 479.3 1.7 477.6 343.3
Index Licensing Services 414.3 51.4 362.9 374.5 779.7 103.9 675.8 714.1 516.7 82.3 434.4 471.5
Strategic Investments 253.7 168.1 85.6 40.8 702.8 586.3 116.5 680.2 759.7 709.8 49.9 753.3
Other Segments 1,098.4 513.8 584.6 102.0 2,166.8 1,141.0 1,025.8 266.2 1,938.0 1,136.9 801.1 180.1
Total 11,733.5 1,396.3 10,337.2 5,078.4 21,755.5 3,120.1 18,635.4 9,725.9 20,378.2 3,090.8 17,287.4 9,217.6
RESULT - - - - - - - - - - - -
Add: Unallocable income (Net of Exp.) - - - 1,823.4 - - 1,058.8 - - 1,836.3
Add : Contribution to Core Settlement guarantee
fund (Core SGF) 1,340.7 - - - 2,343.3 - - - 2,229.7
Interest income - - - 1,095.8 - - - 3,254.9 - - - 3,042.9
Profit before exceptional item, Share of net profits
of investments accounted for using equity method
and tax - - - 9,338.5 - - - 16,382.9 - - - 16,333.8
Add: Share of Profit (net) of Associates - - - 555.0 - - - 911.5 - - - 732.5
Profit before exceptional item and tax - - - 9,893.5 - - - 17,294.4 - - - 17,066.3
Add: Profit on sale of investment in equity
instruments in Associates - - - - - - - - - - - -
Profit before contribution to Core Settlement
Guarantee Fund and tax - - - 9,893.5 - - - 17,294.4 - - - 17,066.3
Less: Contribution to Core Settlement guarantee
fund (Core SGF) - - - (1,340.7) - - - (2,343.3) - - - (2,229.7)
Profit before Tax - - - 8,552.8 - - - 14,951.1 - - - 14,836.6
Less: Tax Expnese: - - - - - - - - - - - -
Current Tax - - - (2,363.5) - - - (3,020.3) - - - (4,878.6)
Deferred Tax - - - (306.1) - - - (2,178.7) - - - (19.9)
Total Tax Expenses - - - (2,669.6) - - - (5,199.0) - - - (4,898.5)
Net profit after tax as restated - - - 5,883.2 - - - 9,752.1 - - - 9,938.1

280
Note: 31 Segment Information

(B) Segment Revenue :

31st March 2014 - Proforma 31st March 2013 - Proforma 31st March 2012 - Proforma
Revenue from Revenue from Revenue from
Segments
Inter-segment external Inter-segment external Total Segment Inter-segment external
Segment Revenue revenue customers Segment Results Segment Revenue revenue customers Segment Results Revenue revenue customers Segment Results
Trading Services * 10,797.1 242.5 10,554.6 2,789.6 9,976.9 141.2 9,835.7 2,535.5 10,627.0 125.2 10,501.8 5,211.5
Clearing Services 2,381.6 756.3 1,625.3 1,722.7 2,428.8 725.9 1,702.9 1,800.2 2,936.1 1,157.7 1,778.4 2,380.1
Datafeed Services 376.0 3.0 373.0 341.4 284.6 2.6 282.0 146.6 287.0 2.2 284.7 190.5
Index Licensing Services 308.8 73.0 235.8 268.5 246.9 57.1 189.8 200.2 229.7 78.3 151.4 182.3
Strategic Investments 25.0 17.8 7.2 24.3 0.2 - 0.2 -20.5 - - -
Other Segments 1,875.7 1,040.8 834.9 158.2 1,855.6 1,064.4 791.2 93.0 1,862.6 964.5 898.1 186.5
Total 15,764.3 2,133.4 13,630.9 5,304.7 14,793.0 1,991.1 12,801.9 4,755.0 15,942.3 2,327.9 13,614.4 8,150.9
RESULT - - - - - - - - - - - -
Add: Unallocable income (Net of Exp.) - - 1,039.8 - - - 977.0 - - - 1,200.3
Add : Contribution to Core Settlement guarantee
fund (Core SGF) - - - 2,548.2 - - - 2,194.0 - - - -
Interest income - - - 4,377.0 - - - 4,453.3 - - - 3,267.7
Profit before exceptional item, Share of net profits
of investments accounted for using equity method
and tax - - - 13,269.7 - - - 12,379.2 - - - 12,615.3
Profit / (Loss) on sale of Long term Equity Investments
- - - - - - - - - - - -
Share of Profit - - - - - - - - - - - -
Add: Share of Profit (net) of Associates - - - 314.2 - - - 235.1 - - - 195.5
Profit before exceptional item and tax - - - 13,583.9 - - - 12,614.4 - - - 12,810.8
Add: Profit on sale of investment in equity
instruments in Associates - - - 441.8 - - - - - - - -
Profit before contribution to Core Settlement
Guarantee Fund and tax - - - 14,025.7 - - - 12,614.4 - - - 12,810.8
Less: Contribution to Core Settlement guarantee
fund (Core SGF) - - - (2,548.2) - - - (2,194.0) - - - -
Profit before Tax - - - 11,477.5 - - - 10,420.4 - - - 12,810.8
Less: Tax Expnese: - - - - - - - - - - - -
Current Tax - - - (4,452.4) - - - (3,814.2) - - - (3,935.5)
Deferred Tax - - - 496.1 - - - 531.0 - - - 44.1
Total Tax Expenses - - - (3,956.3) - - - (3,283.2) - - - (3,891.4)
Net profit after tax as restated - - - 7,521.2 - - - 7,137.1 - - - 8,919.4

* Segment result of trading segment is net of contribution to Core SGF as follows :

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Contribution to Core SGF 1,340.7 2,343.3 2,229.7 2,548.2 2,194.0 NIL

(b) Revenue From External Customers based on geographies

The company is domiciled in India. The amount of its revenue from external customers broken down by location of customers.
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
India 9,992.7 17,975.1 16,842.6 13,384.5 12,632.9 13,503.8
Outside India 344.5 660.3 444.8 246.4 168.9 110.6

281
Note: 31 Segment Information

(C ) Segment Assets :
Segment assets are measured in the same way as in the financial statements. These assets are allocated based on the operations of the segment.

Segments 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012

Proforma Proforma Proforma Proforma
Trading Services 20,960.2 20,752.6 19,864.6 19,832.7 19,254.3 17,929.4
Clearing Services * 90,338.2 44,157.4 35,841.7 51,674.7 28,776.7 32,347.3
Datafeed Services 116.0 60.8 43.0 51.1 73.1 39.7
Index Licensing Services 154.3 107.2 74.9 46.1 60.4 43.5
Strategic Investments 9,697.2 9,665.6 9,008.2 8,249.5 426.1 -
Other Segments 608.6 473.8 342.3 392.4 450.0 766.9
Total Segment Assets 1,21,874.5 75,217.3 65,174.7 80,246.4 49,040.7 51,126.8
Unallocable Assets 65,397.7 61,192.3 55,357.5 52,941.6 55,471.5 51,277.3
Total Assets 1,87,272.2 1,36,409.6 1,20,532.2 1,33,188.0 1,04,512.2 1,02,404.1
There are no non current assets situated outside the domicile of India.

Investments held by the group are not considered to be segment assets but are managed by the treasury function. Tax related assets and other assets and liabilties that
cannot be allocated to a segment on resonable basis have been disclosed as unallocable. Interest income are not allocated to segments, as this type of activity is driven by the
central treasury function, which manages the cash position of the group.

* Segment Asset includes amount pertaining to Core SGF maintained by NSCCL as follows :
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Contribution to Core SGF 15,577.0 9,973.0 6,754.7 - - -

(D) Segment Liabilities

Segment Liablities are measured in the same way as in the financial statements. These Liabilites are allocated based on the operations of the segment.

Segments 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012

Proforma Proforma Proforma Proforma
Trading Services 24,491.8 22,741.9 20,264.3 20,262.9 16,942.3 15,360.9
Clearing Services 89,772.2 43,801.4 34,678.6 50,314.5 28,465.9 32,815.5
Datafeed Services 177.8 81.3 57.8 60.9 2.2 4.8
Index Licensing Services 91.0 29.4 20.5 26.1 23.6 16.6
Strategic Investments 6.6 13.9 5.9 0.3 4.6 -
Other Segments 421.0 312.0 300.1 259.7 287.6 246.6
Total Segment Liabilities 1,14,960.4 66,979.9 55,327.1 70,924.5 45,726.2 48,444.4
Unallocable Liabilities 1,737.1 753.0 977.4 831.7 1,179.1 1,030.4
Core Settlement Guarantee Fund -18,613.3 -16,831.1 -11,982.4 -4,501.2 -2,194.0 -
Total Liabilities 98,084.2 50,901.8 44,322.1 67,255.0 44,711.3 49,474.7

(E) Segment Capital Expenditure

Segments 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012

Proforma Proforma Proforma Proforma
Trading Services 481.8 1,388.8 1,487.7 738.5 1,398.1 685.0
Clearing Services 36.8 68.8 10.9 3.0 38.1 9.4
Datafeed Services - 0.0 2.5 - 2.0 -
Index Licensing Services - - - - - -
Strategic Investments - - - - - -
Other Segments 57.7 22.1 24.2 20.5 11.7 48.3
Total Segment Capital Expenditure 576.3 1,479.7 1,525.3 762.0 1,449.9 742.7
Add: Unallocable Capital Expenditure - - - - 0.2 0.6
Total Capital Expenditure 576.3 1,479.7 1,525.3 762.0 1,450.1 743.3

(F) Segment Depreciation / Amortisation

Segments 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Trading Services 566.7 1,019.2 946.1 761.3 761.8 879.5
Clearing Services 14.5 23.0 19.5 26.0 26.1 22.6
Datafeed Services 0.3 1.3 1.4 1.0 3.0 2.3
Index Licensing Services - - - 0.1 0.1 -
Strategic Investments - - - - - -
Other Segments 16.5 34.2 81.4 43.1 55.4 66.9
Total Segment Depreciation / Amortisation 598.0 1,077.7 1,048.4 831.5 846.4 971.3
Add: Unallocable Depreciation / Amortisation 0.6 11.5 11.9 8.5 8.6 10.6
Total Depreciation / Amortisation 598.6 1,089.2 1060.3* 840.0 855.0 981.9

*includes depreciation/amortisation of Rs.127.4 millions (Trading Segment Rs. 99.9 millions and Others Rs. 27.5 millions) adjusted against opening retained earnings
pursuant to the provisions of Companies Act, 2013.

282
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Annexure VI - Notes to the Restated Consolidated Financial Information

32 In compliance with Ind AS 24 - “Related Party Disclosures”, as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules, 2016 the
required disclosures are given in the table below:
(a) Names of the related parties and related party relationships
Sr. Related Party Nature of Relationship
No. 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
1 Power Exchange India Limited Associate Company Associate Company Associate Company Associate Company Associate Company Associate Company
2 NSDL e-Governance Infrastructure Limited (Formerly known as National Associate Company Associate Company Associate Company Associate Company Associate Company Associate Company
Securities Depository Limited)
3 National Securities Depository Limited (New) Associate Company Associate Company Associate Company Associate Company Associate Company -
4 Computer Age Management Services Private Limited (w.e.f. 07.01.2014) Associate Company Associate Company Associate Company Associate Company - -
5 Market Simplified India Limited (Formerly known as INXS Technologies Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture
Limited) Company Company Company Company Company Company
6 CAMS Investor Services Private Limited Subsidiary of Associate Subsidiary of Associate Subsidiary of Associate Subsidiary of Associate - -
Company Company Company Company
7 NSDL Database Management Limited Subsidiary of Associate Subsidiary of Associate Subsidiary of Associate Subsidiary of Associate Subsidiary of Associate Subsidiary of Associate
Company Company Company Company Company Company
8 BFSI Sector Skill Council of India (w.e.f. 21.05.2013) Associate Company Associate Company Associate Company Associate Company -
9 Omnesys Technologies Private Limited (upto 11.09.2013) - - - Associate Company Associate Company Associate Company
10 Receivables Exchange of India Limited (w.e.f 25.02.2016) Associate Company Joint Venture - -
Company
11 Ms. Chitra Ramkrishna - Managing Director & CEO (from April 1, 2013 to Key Management Key Management Key Management Key Management Key Management Key Management
December 2, 2016) Personnel Personnel Personnel Personnel Personnel Personnel
12 Mr. Ravi Narain - Managing Director (Non Executive Vice Chairman effective - - - - Key Management Key Management
April 1, 2013 Personnel Personnel
13 Dr. Vijay L Kelkar - Ex Chairman (upto 31.08.2012) - - - - Key Management Key Management
Personnel Personnel

(Rs.in Millions)
Power Exchange of India Limited 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Nature of Transactions
Space and Infrastructure usage charges received - - - - - 30.9
Application Development and Maintenance Services 2.8 5.3 5.4 8.0 28.0 32.3
Applicable Taxes Recovered - 0.7 0.7 - - -
Infrastructure Management Services - - - - 6.4 7.5
Reimbursement received for expenses incurred - - 11.5 - 4.3 7.0
Investment in Equity Shares - - - - 20.0 -
Investment in Preference Shares - - - - - 50.0
Closing balances (Credit) / Debit
Closing balances (Credit) / Debit 9.7 10.0 10.9 36.9 53.0 60.9
Investment in Preference Share Capital * 50.1 50.1 50.1 50.1 50.0 50.0
Investment in Equity Share Capital 150.0 150.0 150.0 150.0 150.0 130.0
* Refer Note 4 (i)

NSDL e-Governance Infrastructure Limited (formerly known as National 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Securities Depository Limited)
Proforma Proforma Proforma Proforma
Nature of Transactions
Application Development and Maintenance Services 1.9 6.2 7.2 3.2 - -
Applicable Taxes Recovered 3.4 0.9 0.9 0.4 - 0.3
Miscellaneous Expenditure - 0.0 - - - -
Dividend received 65.1 60.1 55.1 55.1 80.1 50.1
Closing balances (Credit) / Debit
Closing balances (Credit) / Debit 4.9 1.3 2.4 0.6 0.1 0.1
Investment in Equity Share Capital 354.2 354.2 354.2 354.2 354.2 969.0

283
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Consolidated Financial Information
National Securities Depository Limited (New) 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Nature of Transactions
Dividend received 25.0 25.0 25.0 25.0 - -
STP Charges received 0.0 0.0 0.0 0.0 0.0 0.2
Miscellaneous expenditure - 0.0 - - - -
Application Development and Maintenance Services 0.9 3.2 3.5 1.9 - -
Infrastructure Management Services - - 0.1 0.9 - -
Applicable Taxes Recovered 0.1 0.4 0.5 0.3 - -
DP Validation Charges 3.1 - - - - -
Closing balances (Credit) / Debit
Closing balances (Credit) / Debit 1.1 0.5 2.7 0.6 - -
Investment in Equity Share Capital 614.9 614.9 614.9 614.9 614.9 -

NSDL Database Management Ltd 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Nature of Transactions
Infrastructure Management Services 0.3 0.7 0.9 - - -
Application Development and Maintenance Services - - 0.6 - - -
Applicable Taxes Recovered 0.0 0.1 0.2 - - -
Closing balances (Credit) / Debit
Closing balances (Credit) / Debit 0.1 0.2 0.1 - - -

Omnesys Technologies Private Limited 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Nature of Transactions
CTCL Empanelment charges received - - - - 0.9 0.4
License Fees Paid - - - 1.7 89.0 83.0
Receipt of fees for Online Data Feed Services - - - 2.7 1.8 0.6
Investment in Equity Shares (Closing Balance) - - - - 46.8 46.8
Closing balances (Credit) / Debit
Closing balances (Credit) / Debit - - - (0.4) (0.6) (6.5)

BFSI Sector Skill Council of India 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Nature of Transactions
Amount paid towards Pradhan Mantri Kaushalya Vikas Yojna(PMKVY) - 0.9 - - - -
Subscription of equity share capital - - - 10.0 - -
Closing balances (Credit) / Debit
Investment in Equity Share Capital 10.0 10.0 10.0 10.0 - -

Computer Age Management Services Private Limited 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Nature of Transactions
Dividend Received 82.7 212.1 202.5 - - -
Sitting Fees Received 0.2 0.2 - - - -
Amount paid towards Rent 0.4 1.1 - - - -
Reimbursement paid for expenses incurred - - - 1.2 - -
Reimbursement received for expenses incurred - - - 0.4 - -
KYC Rating Agency (KRA) fees received / receivable - - - 0.1 - -
Closing balances (Credit) / Debit
Investment in Equity Shares 4,121.3 4,121.3 4,121.3 4,121.3 - -
Closing balances (Credit) / Debit - - - (0.8) - -

284
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Annexure VI - Notes to the Restated Consolidated Financial Information

CAMS Investor Services Private Limited 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Nature of Transactions
KRA fees received / receivable 0.6 1.3 0.6 - - -
Closing balances (Credit) / Debit
Closing balances (Credit) / Debit 0.5 0.3 0.5 - - -
Outstanding balance included in Current Liabilities - - - - -

Market Simplified India Limited (formerly known at INXS Technologies 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Limited)
Proforma Proforma Proforma Proforma
Nature of Transactions
License Fees paid 3.4 6.8 6.7 6.7 6.7 6.3
Consultancy Charges paid for software development - 18.8 - - - -
Disinvestment in Equity Shares - - - - 52.9 -
Closing balances (Credit) / Debit
Investment in Equity Shares 45.1 45.1 45.1 45.1 45.1 98.0
Closing balances (Credit) / Debit - - (0.6) - (0.5) (0.5)

Receivables Exchange Of India Limited 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Nature of Transactions
Reimbursement receivable towards expenses incurred - 1.3 - - - -
Income from software development charges paid - 0.8 - - - -
Amount paid towards rent 3.6 - - - - -
Interest recoverable - 0.0 - - - -
Closing balances (Credit) / Debit
Closing balance included in Other financial assets - 2.2 - - - -
Closing balances (Credit) / Debit 7.7 - - - - -

Key Management Personnel 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012

Proforma Proforma Proforma Proforma
Nature of Transactions
Short-term employee benefits 63.3 70.5 57.0 38.9 155.4** 128.6
Post-employment benefits # 4.5 8.2 6.5 5.7 10.6 9.2
Long-term employee benefits * 15.8 12.5 11.0 18.1
Total Remuneration 83.6 91.2 74.5 44.6 184.1 137.8
* includes 50% of the variable pay payable after 3 years subject to certain conditions,
# As the liabilities for define benefit plan are provied on acturial basis for the Company as a whole, the amount pertaining to key managerial persons are not included.
** Excludes Rs.99.7 millions pertaining to earlier year and payment towards retirals.
: 0.0 denotes amounts below the rounding off convention

33 Capital and other commitments (Rs.in Millions)

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Estimated amount of contracts remaining to be executed on capital account 817.8 968.8 388.3 556.8 450.1 296.3
(net of advances) and not provided
Network infrastructure charges - 37.9 108.6 186.3 344.6 422.9
Other commitments 228.3 471.7 128.6 95.2 54.8 19.0

285
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Annexure VI - Notes to the Restated Consolidated Financial Information

34 Contingent liability:
(Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
a) Claims against the group not acknowledged as debts 159.0 117.9 123.9 177.9 145.6 126.1

b) In a complaint filed by a competitor against the Company, the Competition Commission of India directed the Company to pay a penalty. The Company had appealed against the order before the Hon'ble Competition Appellate
Tribunal (COMPAT) which rejected the appeal. The Company has appealed against the said order and stay has been granted by the Hon'ble Supreme Court of India. In respect of the same subject matter, a compensation claim
has been filed against the Company before the COMPAT by the competitor and the same is being disputed by the Company. Based on the legal advice, the Company is of the view that there are strong grounds that the Hon'ble
Supreme Court of India will over turn the decision of the COMPAT. In view of the same no provision has been made in respect of penalty and compensation claimed.
(Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Penalty amount 555.0 555.0 555.0 555.0 555.0 555.0
Compensation claimed 8,569.9 8,569.9 8,569.9 - - -

c) A suit has been filed, jointly and severally against the Company and its subsidiary National Securities Clearing Corporation Limited for damages / compensation along with interest thereon and has been disputed by the Company.
As per the legal opinion received, the possibility of the claim being awarded against the Company is remote. In view of the same no provision has been made in respect of compensation claimed.

(Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Damages / compensation claimed 1,525.7 1,525.7 1,525.7 1,525.7 - -

d) On account of disputed demand of:

(Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Income tax matters 473.4 473.0 596.6 651.5 616.3 690.8
Fringe Benefit Tax matters 22.2 22.2 22.2 22.2 22.2 22.2
Wealth tax matters 0.9 19.4 19.4 19.4 19.4 19.4
Services tax matters 483.0 477.5 477.5 477.5 477.5 428.6
Securities Transaction Tax matters (Refer note 7) 67.6 67.6 67.6 67.6 67.6 159.9
Sales Tax / VAT 3.8 64.3 3.8 2.5 - -
Demand from Municipal Auhorities - - - 9.1 6.6 6.6

(Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
e) Bank guarantees 49.3 51.1 44.9 42.0 49.1 49.0

35 Details under the MSMED Act, 2006 for dues to micro and small, medium enterprises (Rs.in Millions)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Outstanding 0.1 1.1 0.5 1.7 2.4 3.7

286
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Annexure VI - Notes to the Restated Consolidated Financial Information

36 Lease
The Group has taken land on finance lease. The following is the summary of future minimum lease rental payment under finance lease arrangement entered into by the Company.
(Rs.in Millions)
Lease obligations 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Minimum lease Minimum lease Minimum lease Minimum lease Minimum lease Minimum lease
payments payments payments payments payments payments
- Not later than one year 9.3 9.3 9.3 9.3 9.3 9.3
- Later than one year and not later than five years 62.5 58.1 49.0 37.8 37.7 37.6
- Later than five years 1,311.8 1,321.0 1,339.3 1,363.9 1,373.1 1,382.3
Total minimum lease commitments 1,383.6 1,388.4 1,397.6 1,411.0 1,420.1 1,429.2
Less: future finance charges 1,285.7 1,293.4 1,307.9 1,326.0 1,339.0 1,351.5
Present value of minimum lease premium 97.9 94.9 89.7 85.0 81.1 77.7
Other financial liabilities - current 9.3 9.3 9.3 9.3 9.3 9.3
Other financial liabilities - non current 88.6 85.7 80.3 75.7 71.8 68.5

Lease obligations 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012

Proforma Proforma Proforma Proforma
Present value of Present value of Present value of Present value of Present value of Present value of
minimum lease minimum lease minimum lease minimum lease minimum lease minimum lease
payments payments payments payments payments payments
- Not later than one year 9.3 9.3 9.3 9.3 9.3 9.3
- Later than one year and not later than five years 37.0 31.7 27.0 22.8 22.7 22.7
- Later than five years 51.6 53.9 53.4 52.9 49.1 45.7
Total minimum lease commitments 97.9 94.9 89.7 85.0 81.1 77.7

The Group has taken certain premises and vehicles on operating lease. The following is the summary of future minimum lease rental payment under operating lease arrangement entered into by the Group.

Lease obligations 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012

Proforma Proforma Proforma Proforma
Present value of Present value of Present value of Present value of Present value of Present value of
minimum lease minimum lease minimum lease minimum lease minimum lease minimum lease
payments payments payments payments payments payments
- Not later than one year 95.1 92.2 94.1 116.0 159.4 92.4
- Later than one year and not later than five years 106.3 120.4 154.4 284.5 295.8 238.1
- Later than five years - - - - 40.9 80.9
Total minimum lease commitments 201.4 212.6 248.5 400.5 496.1 411.5

287
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Annexure VI - Notes to the Restated Consolidated Financial Information

37 a) On June 20, 2012, Securities Exchange Board of India (‘SEBI’) notified Securities Contracts (Regulations) (Stock Exchanges and Clearing Corporations) Regulations, 2012 (“the Regulations”) to regulate recognition, ownership
and governance in stock exchanges and clearing corporations in India. In accordance with Regulation 33 of the Regulations, every recognized stock exchange was required to transfer twenty five percent (25%) of its annual
profits every year to a Settlement Guarantee Fund (“SGF”) of the recognized clearing corporation(s) which clears and settles trades executed on that stock exchange to guarantee settlement of trades. Subsequently, SEBI in its
press release No.66/2012 dated June 21, 2012 made an announcement about expert committee being formed to inter-alia look into the norms for adequacy of the core corpus of the SGF and it’s sourcing, including transfer of
profits by stock exchanges to SGF in the long run. As a matter of prudence, the Company had recorded the provisional appropriation from reserves at 25% of its annual profit after tax in its March 31, 2015 Previous GAAP
financial statements.

On August 27, 2014, SEBI vide its circular no. CIR/MRD/DRMNP/25/2014 issued norms relating to Core Settlement Guarantee Fund (“Core SGF”) and contribution requirements by recognised stock exchange to Core SGF
maintained by clearing corporations. As per the circular, stock exchange contribution to Core SGF shall be at least 25% of the Minimum Required Contribution (“MRC”) determined by clearing corporation. The contribution
towards Core SGF is eligible to be adjusted against twenty five percent transfer of profits by stock exchange under the Regulations. Accordingly, the Company had recorded provisional appropriation from reserves in its Previous
GAAP financial statements from the year begining April 1, 2012 through March 31, 2015 amounting to Rs. 5,271.8 millions (net of Rs.1,700 millions for contribution to MRC of Core SGF for the year ended March 31, 2015).

On May 4, 2016, SEBI in its circular no. SEBI/HO/MRD/DRMNP/CIR/2016/54 notified that the provisions made by stock exchange towards the transfer of profits to SGF until March 31, 2015 shall be transferred to the Core SGF
maintained by the clearing corporation within one month of the date of issuance of the notification. Further, as per the circular, SEBI will notify the amounts to be transferred by the stock exchange to the Core SGF maintained by
the clearing corporation in respect of the period from April 1, 2015 till the date of amendment of the Regulations by SEBI. Accordingly, the provisional appropriations made out of reserves aggregating to Rs.5,271.9 millions
disclosed as provision in the Previous GAAP Balance Sheet of the Company as on March 31, 2015 was reversed and an expense of Rs.5,271.9 millions was recorded in the Previous GAAP Statement of Profit and Loss for the
year ended March 31, 2016. During the year ended March 31, 2016, the Company had also recorded an expense of Rs.1,633.0 millions (net of Rs.710 millions for contribution to MRC of Core SGF for the year ended March 31,
2016) and disclosed as other current liability of Rs.690.5 Millions in its Previous GAAP financial statements of 31st March, 2016.

For the purpose of Restated Consolidated Statement of Profit and Loss, the Company has recorded the contribution to Core SGF related to the years ended March 31, 2016, 2015, 2014 and 2013 as an expense in each the
respective years to which such contribution relates to. Refer also annexure VII for restatement adjustment in preparing these restated consolidated financial information.

Further, effective August 29, 2016, SEBI has amended Regulation 33 of SECC Regulations, 2012 and the Company is now required to contribute only towards the MRC of Core SGF. Accordingly, during the half year ended
September 30, 2016, the Company has recorded an expense of Rs.1210.7 Millions (pro-rata based on profits till the date of amendment of the Regulation) (net of Rs.130.0 Millions for contribution to MRC of Core SGF for the half
year ended September 30, 2016) in its Restated Standalone Statement of Profit and Loss and disclosed Rs. 2843.9 Millions as the amount payable to Core Settlement Guarantee Fund in its Restated Consolidated Statement of
Assets and Liabilities as of September 30, 2016.
Details of amount payable to Core SGF by NSE and NSCCL: (Rs.in Millions)
30.09.2016 31.03.2016* 31.03.2015* 31.03.2014* 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Amount payable by NSE( 25% of annual profits) 2,843.9 6,664.1 5,030.9 4,501.2 2,194.0 -
Fines & penalties to be collected from members by NSSCL 192.4 194.0 196.8 - - -
Total 3,036.3 6,858.1 5,227.7 4,501.2 2,194.0 -
* Refer Note 37 (b)
b) In case of a subsidiary namely National Securities Clearing Corporation Limited, during the year ended March 31, 2014, dues amounting to Rs. 834.7 millions of defaulter member, after netting off available deposits and
collaterals in the form of securities available with the company have been partly appropriated from Fines and Penalties amounting to Rs. 593.7 millions and the balance amount of Rs. 241 millions from the contribution
provisionally receivable from parent Company towards Settlement Guarantee Fund under the Securities Contracts (Regulations) (SECC) Regulations, 2012. The amount adjusted against contribution payable to Settlement
Guarantee Fund amounts to Rs. 241 millions. (refer note 46)
c) Securities and Exchange Board of India, vide circular CIR/MRD/DRMNP/25/2014 dated August 27, 2014, interlia, has issued norms related to the computation and contribution to the Core Settlement Guarantee Fund by the
Clearing Corporation (minimum 50%), Stock Exchange (minimum 25%) and members (maximum 25%), transfer fines and penalties collected by NSCCL to Core SGF and Income from investment made from the amount
pertaining to the fund to be credited to the fund. Further SEBI vide circular CIR/CFD/FAC/62/2016 dated May 05,2016 advised Stock Exchange to transfer 25% of its annual profits to Core SGF,

Details of Core SGF as on September 30 ,2016 are as follows : (Rs. in Millions )

Details of MRC of Core SGF Capital Markets Futures & Options Currency Derivatives Debt Total
NSCCL own contribution 740.0 4,010.0 470.0 30.0 5,250.0
Contribution by NSE on behalf of Member 370.0 2,000.0 230.0 - 2,600.0
Contribution by NSE 370.0 2,010.0 240.0 10.0 2,630.0
Total 1,480.0 8,020.0 940.0 40.0 10,480.0

Details of the cash contributions and investment of Core SGF are as follows : (Rs. in Millions )
Contribution to Corpus of Core SGF Capital Markets Futures & Options Currency Derivatives Debt Other Total
NSCCL own contribution 740.0 4,010.0 470.0 30.0 - 5,250.0
Contribution by NSE on behalf of Member 370.0 2,000.0 230.0 - - 2,600.0
Contribution by NSE 370.0 2,010.0 240.0 10.0 2,341.0 4,971.0
Total (a+b+c+d) 1,480.0 8,020.0 940.0 40.0 2,341.0 12,821.0
Fines and Penalties# 228.8 1,254.8 129.4 - - 1,613.0
Income on Investments# 188.1 789.3 111.1 3.4 51.1 1,143.0
Grand Total (1+2+3) 1,896.9 10,064.1 1,180.6 43.4 2,392.1 15,577.0

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Details of Investment Capital Markets Futures & Options Currency Derivatives Debt Other Total
Mutual Funds 530.5 4,213.0 183.0 - - 4,926.5
Fixed Deposit with Banks 1,097.5 5,518.0 882.2 28.8 2,300.0 9,826.5
Flexi Fixed Deposits 250.5 284.4 93.3 - 43.0 671.3
Balance in Bank Accounts - 21.5 5.2 14.4 0.2 41.3
Accrued interest 18.4 27.1 16.9 0.2 48.8 111.3
Grand Total (1+2+3+4+5) 1,896.9 10,064.1 1,180.6 43.4 2,392.1 15,577.0

Details of Core SGF a on March 31, 2016 are as follows :

(Rs. in Millions )
Details of MRC of Core SGF Capital Markets Futures & Options Currency Derivatives Debt Total
NSCCL own contribution 734.2 3,572.7 467.6 30.0 4,804.5
Contribution by NSCCL on behalf of Member 5.5 136.0 22.5 - 164.0
Member Deposits 132.7 285.4 52.2 - 470.4
Member Cash Equivalents ( Collaterals) 228.8 1,364.9 159.0 - 1,752.8
Contribution by NSE 370.0 1,790.0 240.0 10.0 2,410.0
Total 1,471.3 7,149.0 941.4 40.0 9,601.7

Details of the Cash contributions and investment of the same are as follows : (Rs. in Millions )
Contribution to Corpus of Core SGF Capital Markets Futures & Options Currency Derivatives Debt Total
NSCCL own contribution 748.1 3,614.6 486.2 30.0 4,878.9
Contribution by NSCCL on behalf of Member 5.4 136.3 22.5 - 164.2
Member Deposits 132.7 285.4 52.2 - 470.4
Contribution by NSE 370.0 1,790.0 240.0 10.0 2,410.0
Total (a+b+c+d) 1,256.2 5,826.3 800.9 40.0 7,923.4
Fines and Penalties# 193.8 1,009.8 117.0 - 1,320.6
Income on Investments# 132.7 524.4 69.6 2.2 729.0
Grand Total (1+2+3) 1,582.8 7,360.5 987.6 42.2 9,973.0

Details of Investment Capital Markets Futures & Options Currency Derivatives Debt Total
Mutual Funds 1,018.3 5,040.5 614.5 29.3 6,702.6
Fixed Deposit with Banks 336.0 1,999.8 264.7 - 2,600.5
Flexi Fixed Deposits 223.9 217.2 88.0 - 529.1
Balance in Bank Accounts 0.2 8.5 19.2 13.0 40.8
Accrued interest 4.4 94.5 1.2 - 100.1
Grand Total (1+2+3+4+5) 1,582.8 7,360.5 987.6 42.2 9,973.0

Details of Core SGF a on March 31, 2015 are as follows :

(Rs. in Millions )
Details of MRC of Core SGF Capital Markets Futures & Options Currency Derivatives Debt Total
NSCCL own contribution 628.1 2,394.6 396.2 30.0 3,448.9
Contribution by NSCCL on behalf of Member 191.9 775.4 163.8 - 1,131.1
Member Deposits 48.3 107.9 9.4 - 165.6
Member Cash Equivalents ( Collaterals) 70.1 310.1 20.8 - 401.0
Contribution by NSE 310.0 1,190.0 190.0 10.0 1,700.0
Total 1,248.4 4,778.0 780.2 40.0 6,846.6

Details of the Cash contributions and investment of the same are as follows : (Rs. in Millions )
Contribution to Corpus of Core SGF Capital Markets Futures & Options Currency Derivatives Debt Total
NSCCL own contribution 628.1 2,394.6 396.2 30.0 3,448.9
Contribution by NSCCL on behalf of Member 191.9 775.4 163.8 - 1,131.1
Member Deposits 48.3 107.9 9.4 - 165.6
Contribution by NSE 310.0 1,190.0 190.0 10.0 1,700.0
Total (a+b+c+d) 1,178.3 4,467.9 759.4 40.0 6,445.6
Fines and Penalties*# 10.7 146.6 5.7 - 162.9
Income on Investments*# 34.1 94.1 17.5 0.5 146.2
Grand Total (1+2+3) 1,223.1 4,708.5 782.6 40.5 6,754.7

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(Rs. in Millions )
Details of Investment Capital Markets Futures & Options Currency Derivatives Debt Total
Mutual Funds 761.4 3,200.7 537.5 27.5 4,527.1
Fixed Deposit with Banks 250.0 1,300.0 150.0 - 1,700.0
Flexi Fixed Deposits 186.7 189.1 71.2 - 447.0
Balance in Bank Accounts 18.4 12.0 21.7 13.0 65.1
Accrued interest 6.6 6.8 2.2 - 15.5
Grand Total (1+2+3+4+5) 1,223.1 4,708.6 782.6 40.5 6,754.7
* Net of applicable corporate tax Rs. 93.8 millions, on cash basis.
# Fines and penalties collected from members and income on investments related to Core Settlement Guarantee Fund are directly credited to Core Settlement Guarantee Fund balances in the Restated Statement of Assets and
Liabilities.

Settlement Guarantee Funds (SGF)

The Company has earlier constituted separate Settlement Guarantee Funds (SGF) in respect of the Capital Market, Futures & Options Market, Retail Debt Market segments ,Currency Derivatives Market and Securities Lending & Borrowing market .
The Clearing members are required to contribute to the respective fund in the form of interest free security deposit and also make additional deposits in the form of cash, securities, fixed deposit receipts or bank guarantees. Besides the same, the
Clearing members are also required to deposit margin money which, subject to hair cut, forms part of the SGF. While the interest free security deposit is not refundable during the tenure of a clearing membership, the margin money is refundable, subject
to adjustments, if any. The requirement of said fund is superseded by Securities and Exchange Board of India, vide circular CIR/MRD/DRMNP/25/2014 dated August 27, 2014 by issuing norms for constitution of Core Settlement Guarantee Fund (Core
SGF) as discussed in (a) above.

As at 31.03.2014
The interest free security deposit and security deposit in the form of cash collected from members amounting to Rs.3,704.6 millions are grouped under the head “ Financial liabilities - Deposits” whereas the cash margin amounting to Rs.11,357.2
millions collected from members (Rs.11,333.3 millions after applying hair cut) has been grouped under the head “Other finanancial Liabilities”. The non cash portion of the SGF comprising of collaterals such as bank guarantees, securities and fixed
deposit receipts received from the members amounting to Rs.383,294.4 millions (Rs.3,08,194.2 millions after applying hair cut) does not form part of the Balance Sheet.
(Rs. in Millions )
Non Cash Component
Sr. No. Segment Total SGF Cash Component
Bank Guarantees Securities Fixed Deposit Receipts

1 Capital market * 50,414.6 7,169.5 11,161.5 5,034.1 27,049.5

2 Futures & Options * 2,53,634.7 6,668.8 52,438.0 42,691.4 1,51,836.5
3 Retail Debt Market 27.5 14.5 4.0 - 9.0
4 Currency Derivatives 14,345.1 715.1 3,130.7 3,225.7 7,273.6
5 SLB Segment 4,810.0 469.8 1,496.8 - 2,843.4
Total 3,23,231.9 15,037.7 68,231.0 50,951.2 1,89,012.0
*after adjusting net shortages amounting to Rs. 0.2 millions

The breakup of Cash Component in each SGF as on 31-03-2014 is as follows: (Rs. in Millions )
31-03-2014 - Proforma
Sr. No. Segment Interest Free Security
Security Deposit Margins Total
Deposit
1 Capital market 1,445.6 172.6 5,551.5 7,169.7
Less : Net Shortages - - - 0.2
Net Amount - - - 7,169.5
2 Futures & options 1,160.0 333.9 5,174.9 6,668.8
3 Retail Debt Market 14.5 - - 14.5
4 Currency Derivatives 387.5 70.5 257.1 715.1
5 SLB Segment 120.0 - 349.8 469.8
Total 3,127.6 577.0 11,333.3 15,037.7
5 Amount not forming part of SGF 248.2 52.7 23.9 324.8
TOTAL 3,375.8 629.7 11,357.2 15,362.5

The above cash component of SGF has been earmarked as under: (Rs. in Millions )
Sr. No. Particulars Amount Earmarked Amount

1 Non Current Investments 2,772.4 88.3

2 Current Investments 4,603.8 2,584.7
3 Balances with Banks - -
in Current Account 689.3 40.6
in Deposit Accounts 51,370.7 12,324.3
in Certificate of Deposits 249.0 -
Total (1 to 3) 59,685.2 15,037.9

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As at 31.03.2013
The interest free security deposit and security deposit in the form of cash collected from members amounting to Rs.3,747.5 millions are grouped under the head “Financial liabilities - Deposits” whereas the cash margin amounting to Rs.6412.2 millions
collected from members (Rs.6,384.8 millions after applying hair cut) has been grouped under the head “Other finanancial Liabilities”. The non cash portion of the SGF comprising of collaterals such as bank guarantees, securities and fixed deposit
receipts received from the members amounting to Rs.398,809.8 millions (Rs. 320,239.8 millions after applying hair cut) does not form part of the Balance Sheet.
(Rs. in Millions )
Non Cash Component
Sr. No. Segment Total SGF Cash Component
Bank Guarantees Securities Fixed Deposit Receipts
1 Capital market * 47,317.6 2,339.2 10,922.1 6,946.7 27,109.6
2 Futures & Options * 2,61,407.2 6,938.7 46,362.1 35,426.4 1,72,680.0
3 Retail Debt Market 30.0 16.5 4.0 - 9.5
4 Currency Derivatives 18,071.7 628.7 4,817.8 2,767.6 9,857.6
5 SLB Segment 3,543.0 206.6 1,314.0 - 2,022.4
Total 3,30,369.5 10,129.7 63,420.0 45,140.7 2,11,679.1
*after adjusting net shortages amounting to Rs. 2.3 millions for CM segment and Rs.0.3 millions for F & O segment

The breakup of Cash Component in each SGF as on 31-03-2013 is as follows:

(Rs. in Millions )
31-03-2013 - Proforma
Sr. No. Segment Interest Free Security
Security Deposit Margins Total
Deposit
1 Capital market 1,485.1 186.0 670.4 2,341.5
Less : Net Shortages - - - 2.3
Net Amount - - - 2,339.2
2 Futures & options 1,210.0 320.2 5,408.8 6,939.0
Less : Net Shortages - - - 0.3
Net Amount - - - 6,938.7
3 Retail Debt Market - 16.5 - 16.5
4 Currency Derivatives 355.0 66.7 207.0 628.7
5 SLB Segment 108.0 - 98.6 206.6
- - - -
Total 3,158.1 589.4 6,384.8 10,129.7
5 Amount not forming part of SGF 193.4 34.3 27.4 255.1
TOTAL 3,351.5 623.7 6,412.2 10,384.8

The above cash component of SGF has been earmarked as under:

(Rs. in Millions )
Sr. No. Particulars Amount Earmarked Amount

1 Non Current Investments 493.8 42.7

2 Current Investments 4,076.3 847.2
3 Balances with Banks - -
in Current Account 304.5 53.1
in Deposit Accounts 33,288.0 9,091.7
in Certificate of Deposits 490.0 97.8
Total (1 to 3) 38,652.6 10,132.5

As at 31.03.2012
The interest free security deposit and security deposit in the form of cash collected from members amounting to Rs.3,570 millions are grouped under the head “Financial liabilities - Deposits” whereas the cash margin amounting to Rs.5,964.6 millions
collected from members (Rs.5,897.2 millions after applying hair cut) has been grouped under the head “Other finanancial Liabilities”. The non cash portion of the SGF comprising of collaterals such as bank guarantees, securities and fixed deposit
receipts received from the members amounting to Rs.380,077.9 millions (Rs. 307,527.4 millions after applying hair cut) does not form part of the Balance Sheet.

(Rs. in Millions )
Non Cash Component
Sr. No. Segment Total SGF Cash Component
Bank Guarantees Securities Fixed Deposit Receipts
1 Capital market * 48,208.3 4,208.6 11,898.3 4,879.9 27,221.5
2 Futures & Options 2,53,771.2 4,496.8 44,345.1 36,380.8 1,68,548.5
3 Retail Debt Market 30.5 17.0 4.0 - 9.5
4 Currency Derivatives 14,983.2 743.4 2,694.5 4,795.0 6,750.3
Total 3,16,993.2 9,465.8 58,941.9 46,055.7 2,02,529.8
*after adjusting net shortages amounting to Rs. 1.4 millions

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The breakup of Cash Component in each SGF AS ON 31.03.2012 is as follows:

(Rs. in Millions )
31-03-2012 - Proforma
Sr. No. Segment Interest Free Security
Security Deposit Margins Total
Deposit
1 Capital market 1,461.9 173.7 2,574.4 4,210.0
Less : Net Shortages - - - 1.4
Net Amount - - - 4,208.6
2 Futures & options 1,197.2 308.0 2,991.6 4,496.8
3 Retail Debt Market - 17.0 - 17.0
4 Currency Derivatives 342.5 69.7 331.2 743.4
Total 3,001.6 568.4 5,897.2 9,465.8
5 Amount not forming part of SGF 322.0 37.9 67.4 427.3
TOTAL 3,323.6 606.3 5,964.6 9,893.1

The above cash component of SGF has been earmarked as under:

(Rs. in Millions )
Sr. No. Particulars Amount Earmarked Amount

1 Non Current Investments 1,473.9 145.1

2 Current Investments 2,845.6 1,404.6
3 Balances with Banks - -
in Current Account 179.4 40.2
in Deposit Accounts 39,028.5 7,877.3
Total (1 to 3) 43,527.4 9,467.2

A) Capital Market Segment:

I. Cash component in form of Interest Free Security Deposit is earmarked as under:

Particulars 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma
(Rs. in Millions )
Mutual Funds
RELIANCE MEDIUM TERM FUND - DAILY DIVIDEND PLAN - 1.5 1.5
JM HIGH LIQUIDITY FUND-SUPER INSTITUTIONAL PLAN-DAILY DIVIDEND PLAN 25.6 25.6 25.6
TEMPLETON INDIA TMA - DIRECT - GROWTH 100.3 - -
Total Mutual Funds 125.9 27.1 27.1
Flexi Fixed Deposits - - -
FLEXI FIXED DEPOSITS WITH HDFC BANK 54.5 181.0 377.9
FLEXI FIXED DEPOSITS WITH AXIS BANK 221.6 213.3 -
FLEXI FIXED DEPOSITS WITH ICICI BANK - 20.5 23.4
FLEXI FIXED DEPOSITS WITH HSBC BANK 97.0 - -
Total Flexi Fixed Deposits 373.1 414.8 401.3
Fixed Deposits - - -
FEDERAL BANK LIMITED 39.6 465.4 374.4
YES BANK LIMITED 91.0 125.9 194.3
AXIS BANK LTD 194.3 194.3 -
BANK OF INDIA 9.8 117.1 107.3
ICICI BANK LIMITED - - 314.8
ALLAHABAD BANK 125.9 - -
BANK OF MAHARASHTRA 29.7 - -
CENTRAL BANK OF INDIA 7.3 - -
CORPORATION BANK 50.0 - -
IDBI BANK LTD. 24.5 - -
INDIAN BANK 49.5 - -
STATE BANK OF MYSORE 89.8 - -
SYNDICATE BANK 96.9 - -
UCO BANK 50.0 - -
Total Fixed Deposits 858.3 902.7 990.8
Certificate of Deposit - - -

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HDFC Bank - 97.8 -
Total Certificate of Deposit - 97.8 -
TAXABLE BONDS: - - -
RURAL ELECTRIFICATION CORPORATION LIMITED 45.6 - -
TOTAL TAXABLE BONDS 45.6 - -
Tax Free Bonds - - -
8.20% POWER FINANCE CORPORATION LIMITED - 42.7 42.7
POWER FINANCE CORPORATION LIMITED 42.7 - -
Total Tax Free Bonds 42.7 42.7 42.7

II. Cash Component in form of Security Deposit is earmarked as under:

Particulars 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma
(Rs. in Millions )
Flexi Fixed Deposits - - -
Flexi Fixed Deposits with HDFC Bank 172.6 186.0 173.7
Total Flexi Fixed Deposits 172.6 186.0 173.7

III. Cash component in form of Margins is earmarked as under:

Particulars 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma
(Rs. in Millions )
Mutual Funds
FRANKLIN TEMPLETON INDIA TMA-SUPER IP- DAILY DIV - - 130.0
KOTAK FLOATER SHORT TERM - DAILY DIVIDEND - - 325.0
BIRLA SUN LIFE CASH PLUS - DIRECT - GROWTH 250.0 - -
JPMORGAN INDIA LIQUID FUND - DIRECT - GROWTH 1.6 - -
RELIANCE LIQUID FUND - CASH PLAN - DIRECT - GROWTH 4.9 - -
TATA MONEY MARKET FUND - DIRECT - GROWTH 100.3 - -
TEMPLETON INDIA TMA - DIRECT - GROWTH 3.0 - -
Total Mutual Funds 359.8 - 455.0
Flexi Fixed Deposits - - -
FLEXI FIXED DEPOSITS WITH HDFC BANK 675.8 180.2 247.7
FLEXI FIXED DEPOSITS WITH AXIS BANK 587.3 12.6 35.3
FLEXI FIXED DEPOSITS WITH CANARA BANK 59.6 27.1 -
FLEXI FIXED DEPOSITS WITH ICICI BANK 522.7 26.3 433.7
FLEXI FIXED DEPOSITS WITH STAN CHART BANK 2,420.7 17.5 -
FLEXI FIXED DEPOSITS WITH BANK OF INDIA 46.5 14.5 -
FLEXI FIXED DEPOSITS WITH CITIBANK 278.6 10.9 112.4
FLEXI FIXED DEPOSITS WITH KOTAK BANK 51.2 10.7 -
FLEXI FIXED DEPOSITS WITH IDBI BANK 74.8 27.1 -
FLEXI FIXED DEPOSITS WITH INDUSIND BANK 113.9 46.3 -
FLEXI FIXED DEPOSITS WITH HSBC BANK 10.0 - 983.3
FLEXI FIXED DEPOSITS WITH UNION BANK OF INDIA 53.3 - -
Total Flexi Fixed Deposits 4,894.5 373.2 1,812.4
Fixed Deposits - - -
STATE BANK OF TRAVANCORE 188.5 188.5 137.0
STATE BANK OF BIKANER & JAIPUR - - -
STATE BANK OF MYSORE 8.2 - -
CENTRAL BANK OF INDIA - - - -
IDBI BANK - - -
BANK OF INDIA 66.4 66.4 -
BANK OF MAHARASHTRA 8.6 16.8 -
ICICI BANK - 16.4 -
FEDERAL BANK LIMITED - 9.1 -
YES BANK LIMITED - CM MARGIN 25.5 - 170.0
Total Fixed Deposits 297.2 297.2 307.0

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B) Futures & Options Segment:

I. Cash component in form of Interest Free Security Deposit earmarked as under:

31.03.2014 31.03.2013 31.03.2012

Proforma Proforma Proforma
Particulars (Rs. in Millions )

Taxfree Bonds - - -
6.85% INDIA INFRASTRUCTURE FINANCE COMPANY LIMITED - SERIES I - 22
- 102.4 102.4
JAN 2014
Total Taxfree Bonds - 102.4 102.4
Fixed Deposits - - -
STATE BANK OF TRAVANCORE 150.0 100.0 -
STATE BANK OF MYSORE 48.0 - -
IDBI BANK - - 100.0
BANK OF BARODA - 100.0 52.7
ICICI BANK - 70.5 203.1
CANARA BANK - 247.6 247.6
CORPORATION BANK LIMITED 20.0 50.0 50.0
FEDERAL BANK LIMITED - - 100.0
UNION BANK OF INDIA 49.5 - -
INDIAN BANK 100.5 - -
ALLAHABAD BANK 36.7 - -
AXIS BANK LIMITED - 98.4 -
AXIS BANK LIMITED - 49.5 -
KOTAK MAHINDRA BANK - 93.0 -
BANK OF INDIA 7.7 7.7 -
YES BANK LTD 541.0 36.7 -
Total Fixed Deposits 953.4 853.4 753.4
Mutual Funds - - -
ICICI PRUDENTIAL ULTRA SHORT TERM PLAN SUPER PREMIUM WEEKLY
- 2.5 2.5
DIVIDEND
Total Mutual Funds - 2.5 2.5
Flexi Fixed Deposits - - -
FLEXI FIXED DEPOSIT ICICI BANK 127.5 120.1 139.4
FLEXI FIXED DEPOSIT AXIS BANK 49.6 102.2 85.8
FLEXI FIXED DEPOSIT BANK OF INDIA - - 113.7
FLEXI FIXED DEPOSIT CANARA BANK 29.5 - -
FLEXI FIXED DEPOSIT CITI BANK - 29.4 -
Total Flexi Fixed Deposits 206.6 251.7 338.9

II Cash component in form of Security Deposit earmarked as under:

31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma
Particulars (Rs. In millions)
Flexi Fixed Deposits - - -
FLEXI FIXED DEPOSIT BANK OF INDIA 184.6 175.8 -
FLEXI FIXED DEPOSIT HDFC BANK 90.7 87.3 255.7
FLEXI FIXED DEPOSIT ICICI BANK 58.6 57.1 52.3
- - -
Total Flexi Fixed Deposits 333.9 320.2 308.0

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III Cash component in form of Margins is earmarked as under:-

Particulars 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma
(Rs. in Millions )
Mutual Funds - - -
KOTAK FLOATER - SHORT TERM - DAILY DIVIDEND - 150.0 225.0
IDBI LIQUID FUND - DAILY DIVIDEND - DIRECT PLAN - 250.0 -
RELIANCE LIQUIDITY FUND TREASURY PLAN IP -DAILY DIVIDEND
- - 195.0
REINVESTMENT
BARODA PIONEER LIQUID FUND - PLAN B - DIRECT - GROWTH 1.1 - -
BIRLA SUN LIFE CASH PLUS - DIRECT - GROWTH 1.5 - -
DSP BLACKROCK LIQUIDITY FUND - DIRECT - GROWTH 1.7 - -
RELIANCE LIQUID FUND - CASH PLAN - DIRECT - GROWTH 55.1 - -
TEMPLETON INDIA TMA - DIRECT - GROWTH 1,401.7 - -
PRINCIPAL CASH MANAGEMENT - DIRECT PLAN - GROWTH 250.2 - -
JPMORGAN INDIA LIQUID FUND - DIRECT - GROWTH 1.7 - -
LIC NOMURA MF LIQUID FUND - DIRECT - GROWTH 1.1 - -
- - -
Total Mutual Funds 1,714.1 400.0 420.0
Fixed Deposits - - -
BANK OF INDIA 6.5 6.5 -
UCO BANK - 47.2 -
CORPORATION BANK - 150.0 -
BANK OF MAHARASHTRA 10.0 30.0 -
ALLAHABAD BANK 129.9 80.0 -
ICICI BANK - 49.9 96.5
HDFC BANK LTD - 49.9 -
STATE BANK OF TRAVANCORE 715.4 715.4 15.4
IDBI BANK 170.0 - 100.5
CENTRAL BANK OF INDIA - 250.0 250.0
BANK OF BARODA - - 257.2
STATE BANK OF PATIALA 6.3 5.5 5.5
YES BANK LIMITED 497.1 150.0 200.0
AXIS BANK LIMITED - - 800.0
Total Fixed Deposits 1,535.2 1,534.4 1,725.1
Flexi Fixed Deposits - - -
FLEXI FIXED DEPOSIT HDFC BANK 1,925.6 - 846.5
FLEXI FIXED DEPOSIT BANK OF INDIA - 103.9 -
FLEXI FIXED DEPOSIT AXIS BANK - 97.0 -
FLEXI FIXED DEPOSIT CANARA BANK - 60.3 -
FLEXI FIXED DEPOSIT HDFC BANK - 2,579.3 -
FLEXI FIXED DEPOSIT ICICI BANK - 212.5 -
FLEXI FIXED DEPOSIT INDUSIND BANK - 57.6 -
FLEXI FIXED DEPOSIT HSBC BANK - 20.0 -
FLEXI FIXED DEPOSIT KOTAK MAHINDRA BANK - 117.6 -
FLEXI FIXED DEPOSIT IDBI BANK - 14.5 -
FLEXI FIXED DEPOSIT CITI BANK LTD. - 22.5 -
FLEXI FIXED DEPOSIT STANDARD CHARTERED BANK - 117.6 -
FLEXI FIXED DEPOSIT STATE BANK OF INDIA - - -
FLEXI FIXED DEPOSIT UNION BANK - 71.7 -
Total Flexi Fixed Deposits 1,925.6 3,474.5 846.5

C) Retail Debt Market Segment :

Cash component in form of Cash Deposit is earmarked as under:
Particulars 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma
(Rs. in Millions )
Flexi Fixed Deposits - - -
FLEXI FIXED DEPOSITS WITH HDFC BANK 14.5 16.5 17.0
TOTAL RDM DEPOSITS 14.5 16.5 17.0

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Annexure VI - Notes to the Restated Consolidated Financial Information
D) CURRENCY DERIVATIVE SEGMENT :
I. Cash component in form of Interest Free Security Deposit is earmarked as under:
Particulars 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma
- (Rs. in Millions )
BARODA PIONEER TREASURY ADVANTAGE FUND - INSTITUTIONAL DAILY
100.0 100.0 100.0
DIVIDEND PLAN
ICICI PRUDENTIAL ULTRA SHORT TERM PLAN SUPER PREMIUM WEEKLY
- 100.2 100.0
DIVIDEND
Total Mutual Funds 100.0 200.2 200.0
Fixed Deposit - - -
State Bank of Mysore - 50.0 50.0
ALLAHABAD BANK 80.9 - -
AXIS BANK LIMITED 50.0 - -
Total Fixed Deposit 130.9 50.0 50.0
Flexi Fixed Deposits - - -
HDFC Bank 94.6 54.4 47.5
Citi Bank 8.7 9.1 6.9
CANARA BANK 3.3 - -
BANK OF INDIA 10.4 17.6 18.6
KOTAK MAHINDRA BANK LTD 5.8 3.1 -
AXIS BANK 16.4 20.6 19.5
UNION BANK OF INDIA 4.8 - -
STAN CHART BANK 5.1 - -
STATE BANK OF INDIA 2.5 - -
IDBI BANK LTD 4.1 - -
HSBC BANK LTD 1.0 - -
- - -
Total Flexi Fixed Deposits 156.6 104.8 92.5

II. Cash component in form of CDS Security Deposit is earmarked as under:

Particulars 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma
- - (Rs. in Millions )
Flexi Fixed Deposits - - -
HDFC BANK LTD 44.9 31.5 29.5
Total Flexi Fixed Deposits 44.9 31.5 29.5
Bank Balances - - -
ICICI 25.6 35.2 40.2
Total SD 70.5 66.7 69.7

III. Cash component in form of CDS Margins is earmarked as under:

Particulars 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma
(Rs. in Millions )
JM HIGH LIQUIDITY FUND - SUPER INSTITUTIONAL PLAN - DAILY DIVIDEND - - 300.0
KOTAK FLOATER - SHORT TERM - DAILY DIVIDEND - DIRECT PLAN - 50.0 -
JPMORGAN INDIA LIQUID FUND - DIRECT - GROWTH 100.0 - -
TATA LIQUID FUND DIRECL PLAN - GROWTH 40.9 - -
TEMPLETON INDIA TMA - DIRECT - GROWTH 100.0 - -
Total Mutual Funds 240.9 50.0 300.0
Flexi Fixed Deposits - - -
HDFC Bank 4.6 80.1 -
HSBC 3.0 - -
CITI BANK - 3.2 -
KOTAK MAHINDRA BANK LTD 3.5 0.1 -
INDUSIND BANK - 32.7 -
CANARA BANK - 2.0 -
AXIS BANK 0.7 38.9 31.2
STAN CHART BANK 4.4 - -
Total Flexi Fixed Deposits 16.2 157.0 31.2

296
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Annexure VI - Notes to the Restated Consolidated Financial Information

E) Securities Lending & Borrowing

I. Cash component in form of Interest Free Security Deposit is earmarked as under:

Particulars 31.03.2014 31.03.2013 31.03.2012

Proforma Proforma Proforma
(Rs. in Millions )
- - -
AXIS LIQUID FUND - DIRECT PLAN - DAILY DIVIDEND - REINVEST - 65.0 -
Total Mutual Funds - 65.0 -
TAXABLE BONDS - - -
POWER FINANCE CORPORATION LIMITED 44.0 - -
TOTAL TAXABLE BONDS 44.0 - -
- - -
Bank Balnces - - -
ICICI Bank 8.0 8.0 -
BANK OF INDIA (BOI) 1.0 1.1 -
HDFC BANK - 0.9 -
AXIS BANK 1.0 - -
CANARA BANK 0.5 - -
HSBC BANK 1.2 - -
IDBI BANK 1.0 - -
STAN CHART 1.0 - -
STAN CHART BANK 1.0 - -
- - -
Total Bank Balnces 14.8 10.0 -
FIXED DEPOSIT WITH BANKS - - -
ALLAHABAD BANK 14.1 - -
TOTAL FIXED DEPOSIT WITH BANKS 14.1 - -
- - -
Flexi Fixed Deposits - - -
HONGKONG & SHANGHAI BKG.CO.(HON) 1.0 1.0 -
BANK OF INDIA 2.4 2.4 -
HDFC Bank 35.6 23.2 -
KOTAK MAHINDRA BANK LTD 1.3 1.2 -
AXIS BANK 5.3 5.2 -
IDBI BANK 1.5 - -
Total Flexi Fixed Deposits 47.1 33.0 -

II. Cash component in form of SLB Margins is earmarked as under:

Particulars 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma
(Rs. in Millions )
Bank Balnces - - -
AXIS BANK LTD - 1.0 -
BANK OF INDIA (BOI) - 1.1 -
IDBI BANK LTD - 0.1 -
STANDARD CHARTERED BANK (CHB) - 1.1 -
CITI BANK (CIT) - 1.0 -
ICICI Bank 0.2 2.6 -
CANARA BANK - 1.0 -
Total Bank Balnces 0.2 7.9 -
Flexi Fixed Deposits - - -

297
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Annexure VI - Notes to the Restated Consolidated Financial Information
BANK OF INDIA 8.9 - -
HDFC Bank 284.1 59.7 -
CITI BANK 2.1 2.0 -
STANDARD CHARTERED BANK 2.0 5.0 -
BANK OF INDIA - 5.3 -
IDBI BANK - - -
CANARA BANK 0.4 4.1 -
HSBC - - -
AXIS BANK 52.1 14.6 -
KOTAK MAHINDRA - - -
Total Flexi Fixed Deposits 349.6 90.7 -

38 As explained above, NSE contributes to the Settlement Guarantee Fund / Core Settlement Guarantee Fund (“Core SGF”) established and maintained by its clearing corporation subsidiary – National Securities Clearing
Corporation Limited (NSCCL) in accordance with the Regulation 33 of the Securities Contracts (Regulations) (SECC) Regulations, 2012 and as per the circulars issued by SEBI thereunder (“SEBI Regulations”). As per the SEBI
Regulations, NSE was required to transfer 25% of its annual profits every year to a fund maintained by the NSCCL. Further, as per SEBI Circular CIR/MRD/DRMNP/25/2014 dated August 27, 2014 and Circular
SEBI/HO/MRD/DRNP/CIR/2016/54 dated May 04, 2016, NSE and NSCCL are also required to contribute to the Minimum Required Corpus (“MRC”) of the Core SGF maintained by the NSCCL.

The contribution to the Core SGF being regulatory in nature and has restricted use and purpose. Accordingly, as a matter of accounting prudence and consistent with the accounting policy followed while preparing the financial
statements in the earlier years under Previous GAAP, the contributions made by NSE to the Core SGF is treated as an item of expenditure and hence has been charged to the Restated Statement of Profit and Loss in both the
standalone and the consolidated financial statements of the NSE Group. Further, the contributions made by the NSCCL to the MRC of the Core SGF, being a Fund within the same legal entity, is recorded as appropriation from
its reserves both in the standalone financial statements of NSCCL and the consolidated financial statements of the NSE Group.

On adoption of Ind AS, an alternative view and approach to the above in these Consolidated Financial Statements of NSE Group could be to record the contribution to the Core SGF made by NSE as an appropriation from
reserves, instead of charging as an expense in the consolidated statement of profit and loss of the NSE Group. This is considering that NSE, NSCCL and the Core SGF are part of NSE group thereby elimination intra-group
transactions. NSE is in the process of seeking necessary clarification in this regard.

However, as mentioned above since the contribution to Core SGF is regulatory requirement having restricted use and purpose and as a matter of accounting prudence and consistent with the accounting policy followed while
preparing the financial statements in the earlier years under previous GAAP, the Group has decided to continue to treat the contribution to the Core SGF by NSE as an item of expenditure in these consolidated financial
statements and in its restated consolidated financial information.

Had the alternative view discussed above been followed, the impact of such adjustments on the restated consolidated financial information as reported would be as follows:
September March March March March March
30, 2016 31, 2016 31, 2015 31, 2014 31, 2013 31, 2012
Proforma Proforma Proforma Proforma
Reduction in expense
- Contribution to Core SGF and increase in Profit before tax 1,340.7 2,343.3 2,229.7 2,548.2 2,194.0 -

Increase in income
tax expense – Deferred tax liability (464.0) (811.0) (790.5) (900.0) (711.8) -

Increase in Profit after tax and Total Comprehensive Income 876.7 1,532.3 1,439.2 1,648.2 1,482.2 -
Reported Profit before tax 8,552.8 14,951.1 14,836.6 11,477.5 10,420.3 12,810.8
Adjusted Profit before tax 9,893.5 17,294.4 17,066.3 14,025.7 12,614.3 12,810.8
Reported Profit after tax 5,883.2 9,752.1 9,938.1 7,521.2 7,137.1 8,919.4
Adjusted Profit after tax 6,759.9 11,284.4 11,377.4 9,169.4 8,619.3 8,919.4
Reported Total Comprehensive Income 6,091.3 9,853.9 9,917.8 6,514.5 6,777.8 9,838.2
Adjusted Total Comprehensive Income 6,968.0 11,386.2 11,357.1 8,162.7 8,260.0 9,838.2
Reported Earnings Per Share (Rs.) 11.9 19.7 20.1 15.1 14.2 17.9
Adjusted Earnings Per Share (Rs.) 13.7 22.8 23.0 18.5 17.2 17.9
The contributions paid and payable to the Core SGF have been accumulated and disclosed as Core Settlement Guarantee Fund separately from Group’s equity and liabilities in the Group’s Restated Consolidated Statement of
Assets and Liabilities.

298
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to Restated Consolidated Financial Information

Note 39 :- Interests in other entities

(a) Subsidiaries
The Group's subsidiaries are set out below. Share capital consisting solely of equity shares that are held directly by the group including preference shares held in NSE Strategic Investment Corporation Limited, and the proportion of ownership interests held equals the voting rights held by the Group. The
country of incorporation or registration is also their principal place of business.

Name of Entity w.e.f. Place of Ownership interest held by the group Ownership interest held by Principal
business / non-controlling interests activities
country of September 30, March 31, 2016 March 31, March 31, March 31, March 31, September 30, March 31, March 31, 2015 March 31, March 31, March 31,
2016 2015 2014 2013 2012 2016 2016 2014 2013 2012
National Securities Clearing Corporation 31-Aug-95 India 100.00 100.00 100.00 100.00 100.00 100.00 - - - - - - Clearing and
Limited Settlement
NSE Strategic Investment Corporation 31-Jan-13 India 100.00 100.00 100.00 100.00 100.00 - - - - - - - Investment
Limited entity
NSE. IT Limited 29-Oct-99 India 100.00 100.00 100.00 100.00 100.00 100.00 - - - - - - IT services
NSE. IT (US) Inc. 04-Dec-06 United States of 100.00 100.00 100.00 100.00 100.00 100.00 - - - - - - IT services
America
NSE. IT (UK) Limited 09-Nov-06 United Kingdom - - - - - 100.00 - - - - - - IT services
India Index Services & Products Limited 02-Aug-06 India 100.00 100.00 100.00 100.00 51.00 51.00 - - - - 49.00 49.00 Index services

National Commodity Clearing Limited 04-Aug-06 India - - - - 65.00 65.00 - - - - 35.00 35.00 Commodity
clearing
DotEx International Limited 02-Jun-00 India 100.00 100.00 100.00 100.00 100.00 100.00 - - - - - - Data vending
NSE Infotech Services Limited 02-Aug-06 India 100.00 100.00 100.00 100.00 100.00 100.00 - - - - - - IT services
NSE Academy Limited (Formerly known as 12-Mar-16 India 100.00 100.00 - - - - - - - - - - financial
NSE Education Facilities Limited) literacy
programmes

(b) Non-controlling interests (NCI)

Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to the Group.
The amounts disclosed for each subsidiary are before inter-company eliminations.
(Rs.in Millions)
India Index Services & Products National Commodity Clearing
Limited# Ltd*
Summarised balance sheet March 31, 2013 March 31, 2012 March 31, 2013 March 31,
2012
Current assets 624.9 464.7 96.1 80.0
Current liablities 30.7 18.5 7.7 10.6
Net current assets 594.2 446.2 88.4 69.4

Non-current assets 71.6 58.5 10.7 13.7

Non-current liabilities 4.4 1.0 - 0.1
Net non-current assets 67.2 57.5 10.7 13.6

Net assets 661.4 503.7 99.0 83.0

Accumulated NCI 316.5 244.0 29.1 25.4

(Rs.in Millions)
India Index Services & Products Limited# National Commodity Clearing
Ltd*
Summarised statement of profit and loss March 31, 2014 March 31, 2013 March 31, 2012 March 31, March 31,
2013 2012
Revenue 377.3 299.3 266.5 48.9 47.4
Profit for the year 224.7 175.7 151.7 16.0 10.6
Other comprehensive income - - - - -

Total comprehensive income 224.7 175.7 151.7 16.0 10.6

Profit allocated to NCI 34.5 79.5 67.0 5.6 3.7

Dividends paid to NCI - 8.9 - - -

(Rs.in Millions)
India Index Services & Products Limited#
National Commodity Clearing
Ltd*
Summarised cash flow March 31, 2014 March 31, 2013 March 31, 2012 March 31, March 31,
2013 2012
Cash flows from operating activities 190.0 124.4 110.0 9.3 12.6
Cash flows from investing activities (192.5) (85.8) (96.3) (7.6) (11.7)
Cash flows from financing activities (18.3) (18.1) (13.6) - -

Net increase/ (decrease) in cash and (20.8) 20.4 0.0 1.7 0.9
cash
equivalents
# India Index Services & Products Limited became 100% subsidiary w.e.f August 27, 2013 and hence the minority interest has been computed for the pro-rata period.
*The 65% interest in National Commodity Clearing Limited was sold w.e.f July 19, 2013 and hence the minority interest has been computed for the pro-rata period.

(c) Transactions with non-controlling interests

NSE Strategic Investment Corporation Limited (NSICL) held investment in India Index Services & Products Ltd.(IISPL) which was controlled by NSICL. NSICL had a 51% ownership interest in the subsidiary. During the year ended March 31, 2014
( with effect from August 27, 2013) NSICL purchased additional 49% stake of IISPL from CRISIL Ltd and consequently IISPL has became a wholly owned subsidiary of the NSICL. NSICL paid Rs.1,000.6 Millions to CRISL Ltd as a purchase
consideration for the said acquisition and recognised goodwill of Rs. 655.9 Millions and consequent reduction in Non controlling interest of Rs.344.7 Millions.

During the year ended March 31, 2014, the strategic investment in the form of equity shares (65%) held by NSE in National Commodity Clearing Limited was sold/ transferred to NCDEX and the transfer was effected on July 19, 2013 and
consequent reduction in non controlling interest of Rs.35.1 Millions
299
 Joint operation/ Associates
The Group has a 30% interest in joint arrangement with Market Simplified India Limited ( formerly known as INXS Technologies Limited),which is engaged in development and deployment of mobile platforms, solutions, applications and web-
frontends for the BFSI segment).
The Group has a 30% interest in joint arrangement with Receivables Exchange of India Limited to operate the Trade Receivables Discounting System (TReDS) Platform. This is an online electronic institutional mechanism for facilitating the
financing of trade receivables of MSMEs through multiple financiers. The TReDS Platform will enable discounting of invoices/bills of exchange of MSME sellers against large corporates including government departments and PSUs, through an
auction mechanism, to ensure prompt realisation of trade receivables at competitive market rates.

(d) Interests in associates and joint ventures

i Set out below are the associates and joint ventures of the Group. The entities listed below have share capital consisting solely of equity shares, which are held directly or indirectly by the Group. The country of
incorporation or registration is also their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held.
(Rs.in Millions)
Name of Entity Place of Relationship Proportion of Accounting Carrying Value Share of Profit from Associates
business/ Interest as on method
country of September 30,
incorporation 2016 (%)

September 30, March 31, March 31, March 31, March March 31, September 30, March 31, March 31, March 31, March March 31,
2016 2016 2015 2014 31, 2013 2012 2016 2016 2015 2014 31, 2013 2012
National Securities Depository India Associate 25.05 Equity method 1,140.1 1,032.4 817.7 711.4 628.8 - 140.1 244.0 141.7 108.7 67.5 -
Limited (new)
Power Exchange India Limited India Associate 30.95 Equity method - - - - 5.0 13.6 - - - (5.0) (28.6) (51.5)
NSDL e-Governance India Associate 25.05 Equity method 1,476.5 1,445.7 1,291.6 1,164.4 1,057.2 1,525.4 109.2 226.1 191.7 162.2 173.0 234.2
Infrastructure Limited (formerly
known as National Securities
Depository Limited)
Market Simplified India Limited India Joint Venture 30.00 Equity method 74.1 72.0 69.6 66.1 84.8 85.0 2.1 2.4 3.5 (18.7) 0.2 (13.0)
(Formerly known as INXS
Technologies Limited)
Computer Age Management India Associate 44.99 Equity method 4,725.5 4,522.8 4,340.9 4,184.6 - - 303.6 439.0 395.6 64.4 - -
Services Private Limited ^
BFSI Skill Sector Council of India * India Associate 49.00 10.0 10.0 10.0 10.0 - - - - - - - -
Omnesys Technologies Private Limited India Associate Equity method - - - - 146.6 123.2 - - - 2.6 23.0 25.8
Receivables Exchange of India Limited India Associate 30.00 Equity method 75.0 - - - - - - - - - - -
Total equity accounted investments 7,501.2 7,082.9 6,529.8 6,136.5 1,922.4 1,747.2 555.0 911.5 732.5 314.2 235.1 195.5
* BFSI Sector Skill Council of India, an assoiate company incorporated under section 8 of Companies Act, 2013, and has been set up with the aim of enhancing skill development across the BFSI sector leading to greater efficiency, productivity and sustained growth wherein the profits will be applied for
promoting its objects.
^ The Securities Exchange Board of India (SEBI) in its inspection report, had observed that the Company through its Subsidiary Company, NSE Strategic Investment Corporation Ltd had acquired 44.99% equity stake in Computer Age Management Services Private Limited (CAMS) without prior permission
of the SEBI. While the Company has suitably replied to the SEBI's observation, the same is under consideration by SEBI.

ii Summarised financial information for associates and joint ventures

The table below summarises financial information for those joint ventures and associates that are material to the group, the information disclosed reflects the amount presented in the financial statements as of the relevant associates and joint ventures and not NSIEL's shares of those amounts. They have
been ammended to reflect the adjustments made by the entity when using the equity method, including Ind AS adjustments and modifications for differences in accounting policies, if any.

Summarised statement of net assets

(Rs.in Millions)
Summarised balances Computer Age Management
Services Private Limited
September 30, March 31, 2016 March 31, 2015 March 31, 2014
2016
Total Current assets 2,966.6 2,350.4 1,857.6 1,878.0
Total Non current assets 2,101.2 2,114.9 2,110.2 1,828.7

Total Current liablities 571.0 427.5 340.4 333.9

Total Non current liablities 334.7 329.9 324.6 337.9
Net assets 4,162.1 3,707.9 3,302.8 3,034.9

Summarised statement of profit and loss

(Rs.in Millions)
Summarised balances Computer Age Management
Services Private Limited
September 30, March 31, 2016 March 31, 2015 March 31, 2014
2016
Revenue 2,367.0 4,119.5 3,572.3 3,041.3
Total comprehensive income for the year 671.2 970.1 874.0 612.6
Dividend received 82.7 212.1 202.5 -

Reconciliation of Net Equity in Associates

(Rs.in Millions)
Summarised balances Computer Age Management
Services Private Limited
September 30, March 31, 2016 March 31, 2015 March 31, 2014
2016
Opening Balance of Investments 4,522.8 4,340.9 4,184.6 -
Cost of Purchase of Investments 4,121.3
Add : Share of Total Comprehensive Income 302.2 436.4 393.2 63.3
for the year (including other comprehensive
income)
Less : Dividend received (82.7) (212.1) (202.5) -
Add : Tax Effect on above (16.7) (42.4) (34.4) -
Closing Balance of Investments 4,725.5 4,522.8 4,340.9 4,184.6

300
National Stock exchange (Consolidated)
Notes to the financial statements for the year ended 31st March, 2017
(All amounts in Rs. millions, unless otherwise stated)

40 FINANCIAL RISK MANAGEMENT

The Group’s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Group's senior management has
the overall responsibility for the establishment and oversight of the Group's risk management framework. The Group has constituted a Risk Management
Committee, which is responsible for developing and monitoring the Group's risk management policies. The Group's risk management policies are established
to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

The Risk Management Committee of the Group is supported by the Treasury department that provides assurance that the Group's financial risk activities are
governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group's policies and
risk objectives. The Treasury department activities are designed to:
- protect the Group's financial results and position from financial risks
- maintain market risks within acceptable parameters, while optimising returns; and
- protect the Group’s financial investments, while maximising returns.
The Treasury department is responsible to maximise the return on companies internally genereted funds.
A MANAGEMENT OF LIQUIDITY RISK
Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group’s approach to managing liquidity is
to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both
normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the Group’s credit rating and impair investor confidence.

Group maintained
The following a cautious
table shows funding
the maturity strategy,
analysis with
of the a positive
Group's cash balance
financial liabilitiesthroughout the year ended
based on contractually 31st undiscounted
agreed March, 2017 and
cash31st March,
flows as at 2016. This was
the Balance
Sheet date.

Carrying Less than More than

Notes Total
amount 12 months 12 months
As at September 30, 2016
Trade payables 14, 16 992.3 992.3 992.3
Deposits 16, 24 17,931.8 17,931.8 17,931.8
Obligations under finance lease 15, 16 9.3 9.3 88.6 97.9
Other liablities 16 67,856.9 67,856.9 67,856.9

As at March 31, 2016

Trade payables 14, 16 871.5 871.5 871.5
Deposits 16, 24 16,808.8 16,808.8 16,808.8
Obligations under finance lease 15, 16 9.3 9.3 85.7 95.0
Other liablities 16 28,385.3 28,385.3 28,385.3

As at March 31, 2015 - Proforma

Trade payables 14, 16 700.4 700.4 700.4
Deposits 16, 24 16,965.8 16,965.8 16,965.8
Obligations under finance lease 15, 16 9.3 9.3 80.3 89.6
Other liablities 16 22,549.3 22,549.3 22,549.3

As at March 31, 2014 - Proforma

Trade payables 14, 16 866.1 866.1 866.1
Deposits 16, 24 17,095.7 17,095.7 17,095.7
Obligations under finance lease 15, 16 9.3 9.3 75.7 85.0
Other liablities 16 45,591.9 45,591.9 45,591.9

As at March 31, 2013 - Proforma

Trade payables 14, 16 788.6 788.6 788.6
Deposits 16, 24 17,239.4 17,239.4 17,239.4
Obligations under finance lease 15, 16 9.3 9.3 71.8 81.1
Other liablities 16 24,070.5 24,070.5 24,070.5

As at March 31, 2012 - Proforma

Trade payables 14, 16 744.7 744.7 744.7
Deposits 16, 24 17,286.3 17,286.3 17,286.3
Obligations under finance lease 15, 16 9.3 9.3 68.5 77.7
Other liabilities 16 27,996.1 27,996.1 27,996.1

301
B MANAGEMENT OF MARKET RISK
The Group’s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
• price risk; and
• interest rate risk
The above risks may affect the Group’s income and expenses, or the value of its financial instruments. The objective of the Group’s management of market risk
is to maintain this risk within acceptable parameters, while optimising returns. The Group’s exposure to, and management of, these risks is explained below.

POTENTIAL IMPACT OF RISK MANAGEMENT POLICY SENSITIVITY TO RISK

1. PRICE RISK
The Group is mainly exposed to the price risk due to its In order to manage its price risk arising As an estimation of the approximate impact of
investment in mutual funds, exchange traded funds and from investments in mutual funds, the price risk, with respect to mutual funds, exchange
investments in equity instruments. The price risk arises due to Group diversifies its portfolio in traded funds and investments in equity
uncertainties about the future market values of these accordance with the limits set by the instruments, the Group has calculated the impact
investments. risk management policies. as follows.

At September 30, 2016, the exposure to price risk due to The Treasury department maintains a For mutual funds, a 0.25% increase in prices
investment in mutual funds amounted to Rs. 39,958.1 millions list of approved financial instruments. would have led to approximately an additional Rs.
(March 31, 2016: Rs. 23,577.4 millions, March 31, 2015 : Rs. The use of any new investment must be 99.9 millions gain in the Statement of Profit and
17,901.7 millions, March 31, 2014 : Rs.6,258.1 millions, March approved by the Chief Financial Officer. Loss (2015-16: Rs. 58.9 millions, 2014-15: Rs. 44.8
31, 2013 : Rs. 2,172.1 millions , and March 31,2012 : Rs. 3,267.3 millions, 2013-14: Rs. 15.6 millions, 2012-13: Rs.
millions).Equity Price Risk is related to the change in market 5.4 millions, 2011-12: Rs. 8.2 millions). A 0.25%
reference price of the investments in equity securities. decrease in prices would have led to an equal but
At September 30, 2016, the exposure to price risk due to opposite effect.
investment in exchange traded fund amounted to Rs. 4,198.8 For exchange traded fund, a 10% increase in
millions (March 31, 2016: Rs. 3,817.3 millions, and March 31, prices would have led to approximately an
2015 : Rs. 811.3 millions,). additional Rs. 419.9 millions gain in the Statement
of Profit and Loss (2015-16: Rs. 381.7 millions,
The fair value of some of the Group’s investments in fair value and 2014-15: Rs. 81.1 millions). A 10% decrease in
through other comprehensive income securities exposes the prices would have led to an equal but opposite
Group to equity price risks. In general, these securities are not effect.
held for trading purposes. These investments are subject to
changes in the market price of securities. The fair value of quoted For equity instruments, a 10% increase in prices
equity instruments classified as fair value through other would have led to approximately an additional Rs.
comprehensive income as at September 30, 2016 was Rs.6.8 166.4 million gain in other comprehensive income
million ( March 31, 2016, 2015, 2014, 2013 and 2012, was Rs. 4.2 (2015-16: Rs. 161.3 million , 2014-15: Rs. 139.7
million, Rs. 5.6 million, Rs. 2.5 million, Rs. 1038.3 million and Rs. million, 2013-14: Rs. 90.7 million, 2012-13: Rs.
1587.8 million, respectively.) 190.6 million, 2011-12: Rs. 219.1 million). A 10%
As at September 30, 2016, the Group has investments in decrease in prices would have led to an equal but
unquoted equity shares of Rs. 1,656.8 million (Rs. 1,608.6 million, opposite effect.
Rs. 13,91.5 million, Rs. 904.2 million, Rs. 867.3 million and Rs.
602.8 million as at March 31, 2016, 2015, 2014, 2013 and 2012,
respectively), the fair value of which is determined using
valuation techniques.
2. INTEREST RATE RISK
The Group is mainly exposed to the interest rate risk due to its In order to manage its interest rate risk As an estimation of the approximate impact of the
investment in government securities. The interest rate risk arises arising from investments in treasury interest rate risk, with respect to financial
due to uncertainties about the future market interest rate of bills and government securities, the instruments, the Group has calculated the impact
these investments. Group diversifies its portfolio in of a 0.25% change in interest rates.
accordance with the limits set by the
Other than above, the Group does not designate any fixed rate risk management policies. A 0.25% increase in interest rates would have led
financial assets as at fair value through profit or loss nor as at fair to approximately an additional Rs. 85.7 million
value through other comprehensive income. Therefore, changes in The Treasury department maintains a loss in other comprehensive income (2015-16: Rs.
interest rates of fixed rate instruments would not affect profit or list of approved financial instruments. 226.2 million, 2014-15 : Rs. 128.7 million, 2013-
loss or equity. The use of any new investment must be 14 : Rs. 5.6 million, 2012-13: Rs. 3.1 million). A
approved by the Chief Financial Officer. 0.25% decrease in interest rates would have led to
As at September 30, 2016, the exposure to interest rate risk due an equal but opposite effect.
to investment in government securities amounted to Rs. 5,384.3
million (March 31, 2016: Rs. 12,671.2 million, March 31, 2015:
Rs. 6,475.6 million, March 31, 2014 : Rs. 350.2 million and March
31, 2013: Rs. 154.5 million).

C MANAGEMENT OF CREDIT RISK

Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations.
Trade receivables
Concentrations of credit risk with respect to trade receivables are limited, due to the Group’s customer base being large and diverse and also on account of
member's deposits kept by the Group as collateral which can be utilised in case of member default. All trade receivables are reviewed and assessed for
default on a quarterly basis.

Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low.

302
 Other financial assets
The Group maintains exposure in cash and cash equivalents, term deposits with banks, investments in commercial papers, government securities, investments
in mutual funds and exchange traded funds. The Group has difersified portfolio of investment with various number of counter-parties which have secure credit
ratings hence the risk is reduced. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit limits
and concentration of exposures are actively monitored by the Group's Treasury department.

The Group’s maximum exposure to credit risk as at September 30, 2016, March 31, 2016, March 31, 2015, March 31, 2014, March 31, 2013, and March 31,
2012, is the carrying value of each class of financial assets as disclosed in note 4, 5, 6, 9, 10, 11 and 12.

D CAPITAL MANAGEMENT
The Group considers the following components of its Balance Sheet to be managed capital:
Total equity as shown in the balance sheet includes retained profit, other reserves, share capital, share premium.

The Group aim to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders. The
capital structure of the Group is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day
needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders or issue new shares.

The Group's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence
and to sustain future development and growth of its business. The Group will take appropriate steps in order to maintain, or if necessary adjust, its capital
structure. Group is not subject to financial covenants in any of its significant financing agreements.

The management monitors the return on capital as well as the level of dividends to shareholders. The Group’s goal is to continue to be able to provide return
by the Group to shareholders by continuing to distribute dividends in future periods. Refer annexure X for the final and interim dividends declared and paid.

Compliance with externally imposed capital requirements:

In accordance with regulation 14 of Securities Contracts (regulation) (stock exchanges and clearing corporations) Regulations, 2012, NSE shall have a minimum
networth of Rs. 1,000 million at all times.
Capital requirement of NSCCL is regulated by Securities And Exchange Board of India (SEBI). As per SEBI notification dated April 02, 2012 Clearing corporation
shall be mandated to build up to the prescribed net worth of Rs. 3,000 million over a period of three years from the date of notification. Minimum
requirement of net worth is maintained through out the period from effective date of notification.

303
Annexure VI - Notes to the Restated Consolidated financial information

Note 40 - Fair Value Measurements Note ---- Fair Value Measurements

Financial Instruments by category
30-09-2016 31-03-2016 31-03-2015 - Proforma 31-03-2014 - Proforma 31-03-2013 - Proforma 31-03-2012 - Proforma
FVPL FVOCI Amortised FVPL FVOCI Amortised FVPL FVOCI Amortised FVPL FVOCI Amortised FVPL FVOCI Amortised FVPL FVOCI Amortised
Cost Cost Cost Cost Cost Cost
Financial Assets
Investments
Equity Instruments - 1,663.6 - - 1,612.8 - - 1,397.1 - - 906.7 - - 1,905.6 - - 2,190.6 -
Preference Shares - - - 50.1 - - 50.1 - - 50.1 - - 50.1 - - 50.1 - -
Debentures - - 13,535.0 - - 14,743.2 - - 13,502.6 - - 5,955.6 - - 2,282.5 - - 1,390.0
Taxable Bonds - - 1,480.9 - - 1,815.6 - - 1,949.8 - - 5,820.4 - - 776.6 - - 31.5
Taxfree Bonds - - 8,872.8 - - 5,670.6 - - 1,182.1 - - 1,483.9 - - 3,286.0 - - 3,207.6
Commercial Paper - - - - - - - - 3,958.4 - - 3,346.7 - - 10,082.4 - - 5,387.5
Certificate of Deposits - - - - - - - - - - - 1,641.0 - - 3,678.9 - - 1,280.5
Fixed Deposits - - 20,780.3 - - 22,782.2 - - 30,852.4 - - 55,386.1 - - 51,126.6 - - 52,816.6
Inter Corporate Deposits - - - - - - - - - - - - - - 169.9 - - 317.5
Government Securities - 5,384.3 - - 12,671.2 - - 6,475.6 - - 350.2 - - 154.5 - - - -
Mutual Funds 39,958.1 - - 23,577.4 - - 17,901.7 - - 6,258.1 - - 2,172.1 - - 3,267.3 - -
Exchange Traded Funds 4,198.8 - - 3,817.3 - - 811.3 - - - - - - - - - - -
Trade receivables - - 3,041.4 - - 2,785.1 - - 2,287.0 - - 2,157.6 - - 1,559.8 - - 1,817.4
Cash and Cash equivalents - - 1,586.7 - - 1,011.9 - - 661.2 - - 506.9 - - 731.6 - - 447.3
Balance held for the purpose of meeting short
term cash commitments^ - - 68,274.8 - - 28,273.5 - - 21,765.2 - - 33,456.8 - - 16,685.2 - - 21,975.2
Balance in Escrow Account * - - 39.9 - - 23.3 - - 18.2 - - - - - - - - -
Unbilled revenue - - 126.7 - - 26.5 - - 77.9 - - 18.9 - - - - - 4.8
Advances to related parties - - - - 2.2 - - - - - - - - - - - -
Receivable from member towards contribution
Core Settlement Guarantee Fund - - - - 164.2 - - 1,131.1 - - - - - - - - -
Settlement obligation receivable from member - - 61.0 - - 61.9 - - 482.8 - - 482.8 - - - - - -
Security deposits - - 70.8 - - 64.7 - - 64.0 - - 67.1 - - 74.3 - - 69.9
Other receivables - - 139.9 - - 82.9 - - 114.2 - - 96.3 - - 143.3 - - 86.7
Total financial assets 44,156.9 7,047.9 1,18,010.2 27,444.8 14,284.0 77,507.8 18,763.1 7,872.7 78,046.9 6,308.2 1,256.9 1,10,420.1 2,222.2 2,060.1 90,597.1 3,317.4 2,190.6 88,832.5

Financial liabilities
Trade payables - - 992.3 - - 871.5 - - 700.4 - - 866.1 - - 788.6 - - 744.7
Deposits - - 17,931.8 - - 16,808.8 - - 16,965.8 - - 17,095.7 - - 17,239.4 - - 17,286.3
Obligations under finance lease - - 97.9 - - 95.0 - - 89.6 - - 85.0 - - 81.1 - - 77.7
Other liablities - - 67,856.9 - - 28,385.4 - - 22,549.3 - - 45,592.0 - - 24,070.5 - - 27,996.1

Total financial liabilities - - 86,878.9 - - 46,160.7 - - 40,305.1 - - 63,638.8 - - 42,179.6 - - 46,104.8

304
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Consolidated financial information

Note 40 - Fair Value Measurements

(i) Fair Value hierarchy and valuation technique used to determine fair value :
This note explains the judgements and estimates made in determining the fair values of the financial instruments
that are recognised and measured at fair value in these restated consolidated financial information. To provide an
indication about the reliability of the inputs used in determining fair value, the group has classified its financial
instruments into the three level prescribed under the accounting standard. An explaination of each level follows
below the table.

Financial Assets measured at Fair Value - recurring

fair Value measurements at 30.09.2016 Notes Level 1 Level 2 Total

Financial Assets
Financial Investments at FVPL
Mutual Fund 4&9 39,958.1 - 39,958.1
Exchange Traded Funds 4 4,198.8 - 4,198.8

Financial Investments at FVOCI

Debt Instrument at FVOCI - Government Securities 4 - 5,384.3 5,384.3
Unquoted Equity Investments - National Commodity &
Derivative Exchange Ltd. 4 - 1,646.8 1,646.8
Unquoted Equity Investments - Goods And Service Tax
Network 4 - 10.0 10.0
Quoted Equity Investments - MCX Limited 4 6.8 - 6.8

Total Financial Assets 44,163.7 7,041.1 51,204.8

Assets and Liabilities which are measured at

Total
Amortised Cost for which fair values are disclosed - Notes Level 1 Level 2
30 Sept,2016
At 30.09.2016

Financial Assets
Investments
Debentures 40 (ii) - 13,985.2 13,985.2
Taxable Bonds 40 (ii) - 1,569.9 1,569.9
Taxfree Bonds 40 (ii) - 9,206.4 9,206.4
Fixed Deposit 40 (ii) - 20,755.3 20,755.3

Total Financial Assets - 45,516.8 45,516.8

Financial Liabilities
Obligations under Finance Lease 40 (ii) 177.2 177.2

Total Financial Liabilities - 177.2 177.2

Financial Assets measured at Fair Value - recurring

fair Value measurements At 31.03.2016 Notes Level 1 Level 2 Total

Financial Assets
Financial Investments at FVPL
Mutual Fund 4&9 23,577.4 - 23,577.4
Exchange Traded Funds 4 3,817.3 - 3,817.3
Preference Shares 4 - 50.1 50.1

Financial Investments at FVOCI

305
Debt Instrument at FVOCI - Government Securities 4 - 12,671.2 12,671.2
Unquoted Equity Investments - National Commodity &
Derivative Exchange Ltd. 4 - 1,598.6 1,598.6
Unquoted Equity Investments - Goods And Service Tax
Network 4 - 10.0 10.0
Quoted Equity Investments - MCX Limited 4 4.2 - 4.2

Total Financial Assets 27,398.9 14,329.9 41,728.8

Assets and Liabilities which are measured at

Total
Amortised Cost for which the fair values are Notes Level 1 Level 2
31 March,2016
disclosed - At 31 March, 2016

Financial Assets
Investments
Debentures 40 (ii) - 14,814.7 14,814.7
Taxable Bonds 40 (ii) - 1,856.7 1,856.7
Taxfree Bonds 40 (ii) - 5,690.6 5,690.6
Fixed Deposit 40 (ii) - 22,652.5 22,652.5

Total Financial Assets - 45,014.5 45,014.5

Financial Liabilities
Obligations under Finance Lease 40 (ii) - 173.5 173.5

Total Financial Liabilities - 173.5 173.5

Financial Assets measured at Fair Value - recurring

Notes Level 1 Level 2 Total
fair Value measurements At 31.03.2015

Financial Assets
Financial Investments at FVPL
Mutual Fund 4&9 17,901.7 - 17,901.7
Exchange Traded Funds 4 811.3 - 811.3
Preference Shares 4 - 50.1 50.1

Financial Investments at FVOCI

Debt Instrument at FVOCI - Government Securities 4 - 6,475.6 6,475.6
Unquoted Equity Investments - National Commodity &
Derivative Exchange Ltd. 4 - 1,381.5 1,381.5
Unquoted Equity Investments - Goods And Service Tax
Network 4 - 10.0 10.0
Quoted Equity Investments - MCX Limited 4 5.6 - 5.6

Total Financial Assets 18,718.6 7,917.2 26,635.9

306
Assets and Liabilities which are measured at
Total
Amortised Cost for which the fair values are Notes Level 1 Level 2
31 March,2015
disclosed - At 31 March, 2015

Financial Assets
Investments
Debentures 40 (ii) - 13,561.5 13,561.5
Taxable Bonds 40 (ii) - 1,984.0 1,984.0
Taxfree Bonds 40 (ii) - 1,310.6 1,310.6
Commercial Paper 40 (ii) - 3,958.4 3,958.4
Fixed Deposit 40 (ii) - 30,353.0 30,353.0

Total Financial Assets - 51,167.5 51,167.5

Financial Liabilities
Obligations under Finance Lease 40 (ii) - 156.1 156.1

Total Financial Liabilities - 156.1 156.1

Financial Assets measured at Fair Value - recurring Total

fair Value measurements At 31.03.2014 Notes Level 1 Level 2
31 March,2014

Financial Assets
Financial Investments at FVPL
Mutual Fund 4&9 6,258.1 - 6,258.1
Preference Shares 4 - 50.1 50.1

Financial Investments at FVOCI

Debt Instrument at FVOCI - Government Securities 4 - 350.2 350.2
Unquoted Equity Investments - National Commodity &
Derivative Exchange Ltd. 4 - 898.1 898.1
Unquoted Equity Investments - Goods And Service Tax
Network 4 - 6.1 6.1
Quoted Equity Investments - MCX Limited 4 2.5 - 2.5

Total Financial Assets 6,260.6 1,304.6 7,565.1

Assets and Liabilities which are measured at

Total
Amortised Cost for which the fair values are Notes Level 1 Level 2
31 March,2014
disclosed - At 31 March, 2014

Financial Assets
Investments
Debentures 40 (ii) - 5,958.8 5,958.8
Taxable Bonds 40 (ii) - 5,705.4 5,705.4
Taxfree Bonds 40 (ii) - 1,637.0 1,637.0
Commercial Paper 40 (ii) - 3,348.5 3,348.5
Certificate of Deposits 40 (ii) - 1,683.3 1,683.3
Fixed Deposit 40 (ii) - 46,502.0 46,502.0

Total Financial Assets - 64,835.0 64,835.0

Financial Liabilities
Obligations under Finance Lease 40 (ii) - 150.0 150.0

Total Financial Liabilities 150.0 150.0

307
Financial Assets measured at Fair Value - recurring
fair Value measurements At 31.03.2013 Notes Level 1 Level 2 Total

Financial Assets
Financial Investments at FVPL
Mutual Fund 4&9 2,172.1 - 2,172.1
Preference Shares 4 - 50.1 50.1

Financial Investments at FVOCI

Debt Instrument at FVOCI - Government Securities 4 - 154.5 154.5
Unquoted Equity Investments - National Commodity &
Derivative Exchange Ltd. 4 - 867.3 867.3
Quoted Equity Investments - MCX Limited 4 1,038.3 - 1,038.3

Total Financial Assets 3,210.4 1,071.9 4,282.2

Assets and Liabilities which are measured at

Total
Amortised Cost for which the fair values are Notes Level 1 Level 2
31 March,2013
disclosed - At 31 March, 2013

Financial Assets
Investments
Debentures 40 (ii) - 2,280.2 2,280.2
Taxable Bonds 40 (ii) - 757.3 757.3
Taxfree Bonds 40 (ii) - 3,376.1 3,376.1
Commercial Paper 40 (ii) - 10,082.8 10,082.8
Certificate of Deposits 40 (ii) - 3,691.3 3,691.3
Fixed Deposit 40 (ii) - 45,235.2 45,235.2
Inter Corporate Deposits 40 (ii) - 163.5 163.5

Total Financial Assets - 65,586.5 65,586.5

Financial Liabilities
Obligations under Finance Lease 40 (ii) - 144.5 144.5

Total Financial Liabilities - 144.5 144.5

Financial Assets measured at Fair Value - recurring

fair Value measurements At 31.03.2012 Notes Level 1 Level 2 Total

Financial Assets
Financial Investments at FVPL
Mutual Fund 4&9 3,267.3 - 3,267.3
Preference Shares 4 - 50.1 50.1

Financial Investments at FVOCI

Unquoted Equity Investments - National Commodity &
Derivative Exchange Ltd. 4 - 602.8 602.8
Quoted Equity Investments - MCX Limited 4 1,587.8 - 1,587.8

Total Financial Assets 4,855.1 652.9 5,508.0

308
Assets and Liabilities which are measured at
Total
Amortised Cost for which the fair values are Notes Level 1 Level 2
31 March,2012
disclosed - At 31 March, 2012

Financial Assets
Investments
Debentures 40 (ii) - 1,389.0 1,389.0
Taxable Bonds 40 (ii) - 21.2 21.2
Taxfree Bonds 40 (ii) - 3,206.7 3,206.7
Commercial Paper 40 (ii) - 5,382.2 5,382.2
Certificate of Deposits 40 (ii) - 1,532.2 1,532.2
Fixed Deposit 40 (ii) - 48,272.6 48,272.6
Inter Corporate Deposits 40 (ii) - 298.1 298.1

Total Financial Assets - 60,102.1 60,102.1

Financial Liabilities
Obligations under Finance Lease 40 (ii) - 131.4 131.4

Total Financial Liabilities 131.4 131.4

The fair value of financial instruments referred above have been classified into three categories depending on the
inputs used in the valuation technique. The hierarachy gives the highest priority to quoted prices in active market for
identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3
measurements). The categories used are as follows :
- Level 1:

This hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments,
exchange traded funds and mutual funds that have quoted price. The fair value of all equity instruments which are
traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are
valued using the closing Net Assets Value (NAV). NAV represents the price at which the issuer will issue further
units and will redeem such units of mutual fund to and from the investors.
- Level 2:

The fair value of financial instruments that are not traded in an active market (such as traded bonds, debentures,
government securities and commercial papers) is determined using Fixed Income Money Market and Derivatives
Association of India (FIMMDA) inputs and valuation techniques which maximise the use of observable market data
and rely as little as possible on entity-specific estimates. Considering that all significant inputs required to fair value
such instruments are observable, these are included in level 2.
The fair value of investments in unlisted equity shares of NCDEX has been classified within Level 2 of the fair value
hierarchy.
Valuations of Level 2 instruments can be verified to recent trading activity for identical or similar instruments, broker
or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is
given to the nature of the quotations (e.g., indicative or firm) and the relationship of recent market activity to the
prices provided from alternative pricing sources.

The Management has considered Price to Book (P/B) multiple under the Market Approach to arrive at the fair value
of investment in NCDEX as at each reporting date. The P/B is computed based on the price of recent investment
transaction available in market and applied to the book value of NCDEX to arrive at the fair value of Group's
investment in NCDEX at each reporting date.

- Level 3:
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
There are no transfers between levels 1 and 2 during the period. The group's policy is to recognise transfers into
and transfers out of fair value hirerchy level as at the end of reporting period.

309
ii) Valuation processes :
The finance department of the Group includes a team that performs the valuations of financial assets and liabilities
required for financial reporting purposes, including level 3 fair values. This team reports directly to the Chief
Financial Officer (CFO).

310
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI : Notes to the Restated Consolidated financial information

ii) Fair value of financial assets and liabilities measured at amortised cost :
(Rs. in Millions)
30-09-16 31-03-16 31-03-15 31-03-14 31-03-13 31-03-12
Proforma Proforma Proforma Proforma
Notes
Carrying Carrying Carrying Carrying Carrying Carrying
Fair Value Fair Value Fair Value Fair Value Fair Value Fair Value
Amount Amount Amount Amount Amount Amount
Financial Assets
Debentures 4&9 13,535.0 13,985.2 14,743.2 14,814.7 13,502.6 13,561.5 5,955.6 5,958.8 2,282.5 2,280.2 1,390.0 1,389.0
Taxable Bonds 4&9 1,480.9 1,569.9 1,815.6 1,856.7 1,949.8 1,984.0 5,820.4 5,705.4 776.6 757.3 31.5 21.2
Taxfree Bonds 4&9 8,872.7 9,206.4 5,670.6 5,690.6 1,182.1 1,310.6 1,483.9 1,637.0 3,286.0 3,376.1 3,207.6 3,206.7
Commercial Paper 9 - - - - 3,958.4 3,958.4 3,346.7 3,348.5 10,082.4 10,082.8 5,387.5 5,382.2
Certificate of Deposits 11 & 12 - - - - - - 1,641.0 1,683.3 3,678.9 3,691.3 1,280.5 1,532.2
Fixed Deposits 5, 6 & 12 20,780.3 20,755.3 22,782.2 22,652.5 30,852.4 30,353.0 55,386.1 46,502.0 51,126.6 45,235.2 52,816.6 48,272.6
Inter Corporate Deposits 9 - - - - - - - - 169.9 163.5 317.5 298.1
Total Financial Assets 44,668.9 45,516.8 45,011.6 45,014.5 51,445.3 51,167.5 73,633.7 64,835.0 71,402.9 65,586.5 64,431.3 60,102.1

Financial Liabilities
Obligations under Finance Lease 15 & 16 97.9 177.2 95.0 173.5 89.6 156.1 85.0 150.0 81.1 144.5 77.8 131.4
Total Financial Liabilities 97.9 177.2 95.0 173.5 89.6 156.1 85.0 150.0 81.1 144.5 77.8 131.4

- The carrying amounts of trade receivables, trade payables, deposits, other receivables, cash and cash equivalent including other current bank balances and other liabilities including settlement obligation payable,
deposits, creditors for capital expenditure, etc. are considered to be the same as their fair values, due to current and short term nature of such balances.
- The fair value of finance lease obligation is based on discounted cash flow.
- For financial assets and liabilties that are measured at fair value, the carrying amounts are equal to the fair values.

Significant estimates
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgement to select a variety of methods and make assumptions that
are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of the changes to these assumptions, see note (i).

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National Stock Exchange of India Limited

Annexure VI – Notes to the Restated Consolidated Financial Information

Note 41 - Statement of Reconciliation between the Indian GAAP and Ind AS

Note 1 First time adoption of Ind AS
The accounting policies set out in Annexure V have been applied in preparing the Restated Consolidated
Financial statements for the half years ended September 30, 2016 and for the years ended March 31,
2016, 2015, 2014, 2013 and 2012. The Group has followed the same accounting policy choices (both
mandatory exceptions and optional exemptions availed as per Ind AS 101) as initially adopted on
transition date i.e. April 1 ,2015 while preparing Restated Consolidated Financial Information for the years
ended March 31, 2015, 2014, 2013 and 2012. Accordingly, suitable restatement adjustments are made in
the financial statements as of and for the years ended March 31, 2015, 2014, 2013, 2012 and April 1,
2011.

An explanation of how the transition from Indian GAAP to Ind AS has affected the Group’s Restated
Consolidated Financial Information is set out in the following tables and notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in
the transition from previous GAAP to Ind AS as at the transition date, i.e. April 1, 2015.

A.1 Ind AS optional exemptions

A.1.1 Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property,
plant and equipment as recognised in the financial statements as at the date of transition to Ind AS,
measured as per the Previous GAAP and use that as its deemed cost as at the date of transition after
making necessary adjustments for de-commissioning liabilities. This exemption can also be used for
intangible assets covered by Ind AS 38 Intangible Assets and Investment Property covered by Ind AS 40
Investment Properties.

Accordingly, the Group has elected to measure all of its property, plant and equipment, intangible assets
and investment property at their Previous GAAP carrying value.

A.1.2 Business combinations

Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a
specific date prior to the transition date. This provides relief from full retrospective application that would
require restatement of all business combinations prior to the transition date.

The Group elected to apply Ind AS 103 prospectively to business combinations occurring after its
transition date. Business combinations occurring prior to the transition date have not been restated
instead have been accounted as per previous GAAP. The Group has applied same exemption for
investment in associates and joint ventures.

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National Stock Exchange of India Limited

Annexure VI – Notes to the Restated Consolidated Financial Information

A.1.3 Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the
facts and circumstances at the date of transition to Ind AS.

The Group has elected to apply this exemption for its investment in equity instruments.

A.1.4 Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a

lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the
contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts
and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be
not material.

The Group has elected to apply this exemption for such contracts/arrangements.

A.2 Ind AS mandatory exceptions

A.2.1 Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with
estimates made in for the same date in accordance with previous GAAP (after adjustments to reflect any
difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at April 1, 2015 are consistent with the estimates as at the same date made in
conformity with previous GAAP. The Group made estimates for following items in accordance with Ind AS
at the date of transition as these were not required under previous GAAP:

• Investment in mutual funds / ETFs carried at FVPL:

• Investment in equity instruments carried at FVOCI;
• Investment in debt instruments carried at FVOCI; and
• Fair value of the Investment property.

A.2.2 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in
debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.
Accordingly, classification and measurement of bonds, debentures, government securities, commercial
papers, certificate of deposits has been based on the facts and circumstances that exist at the date of
transition to Ind AS.

A.2.3 Non-Controlling Interest

Ind AS 101 permits a first-time adopter to apply the following requirements of Ind AS 110 prospectively
from the date of transition to Ind AS:
(i) the requirement that total comprehensive income should be attributed to the owners of the parent and
to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
(ii) the requirement that do not result in a loss of control, i.e., considering such a change as an equity
transaction (transaction with owners in their capacity as owners) to be accounted for accordingly.

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National Stock Exchange of India Limited

Annexure VI – Notes to the Restated Consolidated Financial Information

(iii) the requirements under Ind AS 110 for accounting for a loss of control over a subsidiary, and the
related requirements under Ind AS 105.

The Group has applied the requirement of Ind AS 101 prospectively from April 1, 2015.

Ind AS 101 requires the group to reconcile equity, total comprehensive income and cash flows for prior
periods. The following reconciliations provide the explanations and quantification of the differences arising
from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101:

A. Reconciliation of Equity as at April 1, 2011 and as at March 31, 2016, 2015, 2014, 2013 and 2012;
B. Reconciliation of Statement of Profit and Loss for the years ended March, 2016, 2015, 2014, 2013
and 2012; and
C. The impact on cash flows from operating, investing and financing activities for the year March 31,
2016, 2015, 2014, 2013 and 2012 on transition to Ind AS is as follows :
(Rs in millions)
Financial Year ended March 31, 2016 Previous GAAP Ind AS
Net cash inflow from operating activities 16,143.6 16,393.4
Net cash outflow from investing activities (5,229.4) (5,585.0)
Net cash outflow from financing activities (4,412.5) (4,306.7)
Net increase in cash and cash equivalents 6,501.7 6,501.7
Financial Year ended March 31, 2015 Previous GAAP Ind AS
Net cash outflow from operating activities (14,061.0) (13,980.4)
Net cash outflow from investing activities (2,331.9) (2,469.2)
Net cash outflow from financing activities (3,636.9) (3,580.2)
Net decrease in cash and cash equivalents (20,029.8) (20,029.8)
Financial Year ended March 31, 2014 Previous GAAP Ind AS
Net cash inflow from operating activities 26,070.9 25,941.8
Net cash outflow from investing activities (6,009.3) (5,654.7)
Net cash outflow from financing activities (2,787.1) (3,012.6)
Net increase in cash and cash equivalents 17,274.5 17,274.5
Financial Year ended March 31, 2013 Previous GAAP Ind AS
Net cash outflow from operating activities (810.9) (765.1)
Net cash inflow from investing activities 1,525.4 1,495.7
Net cash outflow from financing activities (2,084.9) (2,101.0)
Net decrease in cash and cash equivalents (1,370.4) (1,370.4)
Financial Year ended March 31, 2012 Previous GAAP Ind AS
Net cash inflow from operating activities 2,586.1 2,092.6
Net cash outflow from investing activities (1,633.5) (1,099.0)
Net cash outflow from financing activities (1,053.3) (1,094.3)
Net decrease in cash and cash equivalents (100.7) (100.7)

The key reason for differences comprises reclassification of cash flows related to dividend distribution tax
paid on dividend distributed by subsidiaries, acquisition of non-controlling interest in relation to subsidiary
and change in member deposits.

314
A: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS.

Reconciliation of equity as at March 31, 2012

(Rs. in Million)
Notes to first- Previous Ind AS Ind AS Restatements Restated
time adoption GAAP* adjustments adjustments Ind AS
ASSETS
Non-current assets
Property, plant and equipment 3,956.5 - 3,956.5 3,956.5
Capital work-in-progress 74.2 - 74.2 74.2
Goodwill 17.6 17.6 17.6
Other intangible assets 444.1 - 444.1 444.1
Intangible assets under development 81.5 - 81.5 81.5
Investment associates/ joint venture accounted for using the 2 1,761.4 (14.2) 1,747.2 1,747.2
equity method
Financial assets -
- Investments 2 3,492.1 2,043.4 5,535.5 5,535.5
- Other financial assets -
Non-current bank balances 10,337.2 - 10,337.2 10,337.2
Others 440.8 - 440.8 440.8
Income tax assets (net) 7 1,001.1 (6.7) 994.4 994.4
Deferred tax assets (net) 3 13.0 277.9 290.9 290.9
Other non-current assets 166.7 - 166.7 166.7
Total non-current assets 21,786.1 2,300.5 24,086.6 - 24,086.6

Current assets
Inventories 0.4 - 0.4 0.4
Financial assets
- Investments 2 10,196.1 110.6 10,306.7 10,306.7
- Trade receivables 7 1,807.5 9.9 1,817.4 1,817.4
- Cash and cash equivalents 27,071.4 - 27,071.4 27,071.4
- Bank balances other than cash and cash equivalents 36,975.0 - 36,975.0 36,975.0
- Other financial assets 1,856.6 - 1,856.6 1,856.6
Other current assets 290.0 - 290.0 290.0
Total current assets 78,197.0 120.5 78,317.5 - 78,317.5

TOTAL ASSETS 99,983.1 2,421.0 1,02,404.1 - 1,02,404.1

EQUITY AND LIABILITIES

EQUITY
Equity share capital 450.0 - 450.0 450.0
Other equity 2,3,4,5,7,8 47,574.4 4,635.6 52,210.0 52,210.0
Equity attributable to owners of National Stock Exchange of 48,024.4 4,635.6 52,660.0 - 52,660.0
India Limited
Non Controlling Interest 274.9 (5.5) 269.4 269.4
TOTAL EQUITY 48,299.3 4,630.1 52,929.4 - 52,929.4

Core Settlement Guarantee Fund

- Core Settlement Guarantee Fund paid - - - - -
- Core Settlement Guarantee Fund payable - - - - -

LIABILITIES
Non-current liabilities
Other financial liabilities 4 0.1 68.4 68.5 68.5
Provisions 14.1 - 14.1 14.1
Deferred tax liabilities (Net) 90.0 25.4 115.4 115.4
Other non-current liabilities 53.9 - 53.9 53.9
Total non-current liabilities 158.1 93.8 251.9 - 251.9

Current liabilities
Financial Liabilities
- Deposits 16,990.7 - 16,990.7 16,990.7
- Trade payables 7,8 638.3 11.9 650.2 650.2
- Other financial liabilities 4 28,386.1 9.4 28,395.5 28,395.5
Provisions 5 2,843.0 (2,432.9) 410.1 410.1
Income tax liabilities (net) 7 812.2 (219.5) 592.7 592.7
Other current liabilities 1,855.4 328.2 2,183.6 2,183.6
Total current liabilities 51,525.7 (2,302.9) 49,222.8 - 49,222.8

TOTAL LIABILITIES 51,683.8 (2,209.1) 49,474.7 - 49,474.7

TOTAL EQUITY AND LIABILITIES 99,983.1 2,421.0 1,02,404.1 - 1,02,404.1

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

315
A: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS.

Reconciliation of equity as at March 31, 2013

(Rs. in Million)
Notes to first- Previous Ind AS Ind AS Restatements Restated
time adoption GAAP* adjustments adjustments Ind AS

ASSETS
Non-current assets
Property, plant and equipment 4,490.3 - 4,490.3 4,490.3
Capital work-in-progress 159.4 - 159.4 159.4
Goodwill 17.6 - 17.6 17.6
Other intangible assets 394.7 - 394.7 394.7
Intangible assets under development 109.7 - 109.7 109.7
Investment associates/ joint venture accounted for using the 2 1,941.9 (19.5) 1,922.4 1,922.4
equity method
Financial assets -
- Investments 2 2,315.6 1,760.0 4,075.6 4,075.6
- Other financial assets -
Non-current bank balances 10,689.7 - 10,689.7 10,689.7
Others 331.4 - 331.4 331.4
Income tax assets (net) 7 1,012.0 (5.6) 1,006.4 1,006.4
Deferred tax assets (net) 3 18.5 91.9 110.4 711.8 822.2
Other non-current assets 158.3 - 158.3 158.3
Total non-current assets 21,639.1 1,826.8 23,465.9 711.8 24,177.7

Current assets
Inventories 0.1 0.1 0.1
Financial assets -
- Investments 2 16,772.6 31.3 16,803.9 16,803.9
- Trade receivables 1,559.8 - 1,559.8 1,559.8
- Cash and cash equivalents 25,701.0 - 25,701.0 25,701.0
- Bank balances other than cash and cash equivalents 32,767.4 - 32,767.4 32,767.4
- Other financial assets 2,950.4 - 2,950.4 2,950.4
Other current assets 551.9 - 551.9 551.9
Total current assets 80,303.2 31.3 80,334.5 - 80,334.5

TOTAL ASSETS 1,01,942.3 1,858.2 1,03,800.4 711.8 1,04,512.2

EQUITY AND LIABILITIES

EQUITY
Equity share capital 450.0 - 450.0 450.0
Other equity 2,3,4,5,7,8 53,800.8 4,492.7 58,293.5 (1,482.2) 56,811.3
Equity attributable to owners of National Stock Exchange of 54,250.8 4,492.7 58,743.5 (1,482.2) 57,261.3
India Limited
Non Controlling Interest 354.3 (8.7) 345.6 345.6
TOTAL EQUITY 54,605.1 4,484.0 59,089.1 (1,482.2) 57,606.9

Core Settlement Guarantee Fund

- Core Settlement Guarantee Fund paid - - - - -
- Core Settlement Guarantee Fund payable Annexure VII - - - 2,194.0 2,194.0

LIABILITIES
Non-current liabilities
Other financial liabilities 4 - 71.8 71.8 71.8
Provisions 31.1 - 31.1 31.1
Deferred tax liabilities (Net) 3 67.0 93.1 160.1 - 160.1
Other non-current liabilities 53.9 - 53.9 53.9
Total non-current liabilities 152.0 164.9 316.9 - 316.9

Current liabilities
Financial Liabilities
- Deposits 16,928.9 - 16,928.9 16,928.9
- Trade payables 7,8 506.8 56.5 563.3 563.3
- Other financial liabilities 4 24,606.3 9.4 24,615.7 24,615.7
Provisions 5 2,850.1 (2,636.4) 213.7 213.7
Income tax liabilities (net) 7 827.9 (220.2) 607.7 607.7
Other current liabilities 1,465.2 - 1,465.2 - 1,465.2
Total current liabilities 47,185.2 (2,790.7) 44,394.5 - 44,394.5

TOTAL LIABILITIES 47,337.2 (2,625.7) 44,711.4 - 44,711.4

TOTAL EQUITY AND LIABILITIES 1,01,942.3 1,858.2 1,03,800.4 711.8 1,04,512.2

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

316
A: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations
from previous GAAP to Ind AS.

Reconciliation of equity as at March 31, 2014

(Rs. in Million)
Notes to first- Previous Ind AS Ind AS Restatements Restated
time adoption GAAP* adjustments adjustments Ind AS

ASSETS
Non-current assets
Property, plant and equipment 4,523.8 - 4,523.8 4,523.8
Capital work-in-progress 103.8 - 103.8 103.8
Goodwill 673.5 - 673.5 673.5
Other intangible assets 351.7 - 351.7 351.7
Intangible assets under development 57.4 - 57.4 57.4
Investment associates/ joint venture accounted for using the 2 6,154.0 (17.5) 6,136.5 6,136.5
equity method
Financial assets - -
- Investments 2 9,343.1 755.8 10,098.9 122.8 10,221.7
- Other financial assets - - -
Non-current bank balances 8,899.2 - 8,899.2 8,899.2
Others 756.5 - 756.5 756.5
Income tax assets (net) 1,114.8 - 1,114.8 1,114.8
Deferred tax assets (net) 3 20.7 (224.0) (203.3) 1,611.9 1,408.5
Other non-current assets 199.9 - 199.9 199.9
Total non-current assets 32,198.5 514.3 32,712.6 1,734.7 34,447.3

Current assets
Inventories 0.1 - 0.1 0.1
Financial assets
- Investments 2 13,905.7 167.0 14,072.7 (122.8) 13,949.9
- Trade receivables 2,157.6 - 2,157.6 2,157.6
- Cash and cash equivalents 42,975.5 - 42,975.5 42,975.5
- Bank balances other than cash and cash equivalents 35,614.0 - 35,614.0 35,614.0
- Other financial assets 3,410.7 - 3,410.7 3,410.7
Other current assets 9 873.9 (241.0) 632.9 632.9
Total current assets 98,937.5 (74.0) 98,863.5 (122.8) 98,740.7

TOTAL ASSETS 1,31,136.0 440.3 1,31,576.1 1,611.9 1,33,188.0

EQUITY AND LIABILITIES

EQUITY
Equity share capital 450.0 - 450.0 450.0
Other equity 2,3,4,5,7,8 55,053.1 4,316.8 59,369.9 1,611.9 60,981.8
Equity attributable to owners of National Stock Exchange of 55,503.1 4,316.8 59,819.9 1,611.9 61,431.8
India Limited
Non Controlling Interest - - - - -
TOTAL EQUITY 55,503.1 4,316.8 59,819.9 1,611.9 61,431.8

Core Settlement Guarantee Fund - -

- Core Settlement Guarantee Fund paid
- Core Settlement Guarantee Fund payable 9 4,742.2 (241.0) 4,501.2 - 4,501.2

LIABILITIES
Non-current liabilities
Other financial liabilities 4 0.0 75.7 75.7 75.7
Provisions 84.2 - 84.2 84.2
Deferred tax liabilities (Net) 3 105.7 147.2 252.9 252.9
Other non-current liabilities 53.9 - 53.9 53.9
Total non-current liabilities 243.8 223.0 466.7 - 466.7

Current liabilities
Financial Liabilities
- Deposits 16,790.4 - 16,790.4 16,790.4
- Trade payables 7,8 732.8 4.9 737.7 737.7
- Other financial liabilities 4 46,022.8 12.1 46,034.9 46,034.9
Provisions 5 3,990.5 (3,656.3) 334.2 334.2
Income tax liabilities (net) 7 709.9 (219.5) 490.4 490.4
Other current liabilities 2,400.7 - 2,400.7 2,400.7
Total current liabilities 70,647.1 (3,858.8) 66,788.3 - 66,788.3

TOTAL LIABILITIES 70,890.9 (3,635.8) 67,255.0 - 67,255.0

TOTAL EQUITY AND LIABILITIES 1,31,136.0 440.3 1,31,576.1 1,611.9 1,33,188.0

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

317
A: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from
previous GAAP to Ind AS.

Reconciliation of equity as at March 31, 2015

(Rs. in Million)
Notes to first- Previous Ind AS Ind AS Restatements Restated
time adoption GAAP* adjustments adjustments Ind AS

ASSETS
Non-current assets
Property, plant and equipment 4,958.1 - 4,958.1 4,958.1
Capital work-in-progress 7 51.5 4.8 56.3 56.3
Goodwill 673.5 - 673.5 673.5
Other intangible assets 332.0 - 332.0 332.0
Intangible assets under development 113.9 - 113.9 113.9
Investment associates/ joint venture accounted for using the 2 6,470.0 59.8 6,529.8 6,529.8
equity method
Financial assets -
- Investments 2 13,710.4 816.4 14,526.8 831.7 15,358.5
- Other financial assets -
Non-current bank balances 8,658.8 - 8,658.8 8,658.8
Others 341.5 - 341.5 341.5
Income tax assets (net) 989.2 - 989.2 989.2
Deferred tax assets (net) 3 34.9 (272.1) (237.2) 1,824.5 1,587.3
Other non-current assets 240.8 - 240.8 240.8
Total non-current assets 36,574.7 608.9 37,183.5 2,656.2 39,839.7

Current assets
Inventories 0.4 - 0.4 0.4
Financial assets -
- Investments 2 32,420.6 281.5 32,702.1 (831.7) 31,870.4
- Trade receivables 2,287.0 - 2,287.0 2,287.0
- Cash and cash equivalents 22,945.7 - 22,945.7 22,945.7
- Bank balances other than cash and cash equivalents 19,438.8 - 19,438.8 19,438.8
- Other financial assets 3,782.2 - 3,782.2 3,782.2
Other current assets 9 609.1 (241.1) 368.0 368.0
Total current assets 81,483.8 40.4 81,524.2 (831.7) 80,692.5

TOTAL ASSETS 1,18,058.5 649.3 1,18,707.7 1,824.5 1,20,532.2

EQUITY AND LIABILITIES

EQUITY
Equity share capital 450.0 - 450.0 450.0
Other equity 2,3,4,5,7,8 56,817.0 5,136.2 61,953.2 1,824.5 63,777.7
Equity attributable to owners of National Stock Exchange of India 57,267.0 5,136.2 62,403.2 1,824.5 64,227.7
Limited
Non Controlling Interest
TOTAL EQUITY 57,267.0 5,136.2 62,403.2 1,824.5 64,227.7

Core Settlement Guarantee Fund

- Core Settlement Guarantee Fund paid 6,754.7 - 6,754.7 6,754.7
- Core Settlement Guarantee Fund payable 9 5,460.6 (232.9) 5,227.7 5,227.7

LIABILITIES
Non-current liabilities
Other financial liabilities 4 0.0 80.3 80.3 80.3
Provisions 98.7 - 98.7 98.7
Deferred tax liabilities (Net) 3 129.3 227.0 356.3 - 356.3
Other non-current liabilities 53.9 - 53.9 53.9
Total non-current liabilities 281.9 307.3 589.2 - 589.2

Current liabilities
Financial Liabilities
- Deposits 16,635.7 - 16,635.7 16,635.7
- Trade payables 7,8 535.2 27.5 562.7 562.7
- Other financial liabilities 4 23,014.2 12.1 23,026.3 23,026.3
Provisions 5 4,767.7 (4,381.2) 386.5 386.5
Income tax liabilities (net) 7 736.8 (219.5) 517.3 517.3
Other current liabilities 2,604.4 - 2,604.4 2,604.4
Total current liabilities 48,294.0 (4,561.2) 43,732.9 - 43,732.9

TOTAL LIABILITIES 48,576.0 (4,253.8) 44,322.1 - 44,322.1

TOTAL EQUITY AND LIABILITIES 1,18,058.4 649.4 1,18,707.7 1,824.5 1,20,532.2

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

318
A: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous
GAAP to Ind AS.

Reconciliation of equity as at March 31, 2016

(Rs. in Million)
Notes to first- Previous Ind AS Ind AS Restatements Restated
time adoption GAAP* adjustments adjustments Ind AS
ASSETS
Non-current assets
Property, plant and equipment 5,071.8 - 5,071.8 5,071.8
Capital work-in-progress 150.6 - 150.6 150.6
Goodwill 673.5 - 673.5 673.5
Other intangible assets 458.8 - 458.8 458.8
Intangible assets under development 233.1 - 233.1 233.1
Investment associates/ joint venture accounted for using the 2 7,069.4 13.5 7,082.9 7,082.9
equity method
Financial assets - -
- Investments 2 29,316.9 1,109.0 30,425.9 1,721.7 32,147.6
- Other financial assets - -
Non-current bank balances 5,215.9 - 5,215.9 5,215.9
Others 638.5 - 638.5 638.5
Income tax assets (net) 2,841.2 - 2,841.2 2,841.2
Deferred tax assets (net) 38.7 (20.1) 18.6 18.6
Other non-current assets 142.4 - 142.4 142.4
Total non-current assets 51,850.9 1,102.4 52,953.2 1,721.7 54,674.9

Current assets
Inventories 0.3 - 0.3 0.3
Financial assets -
- Investments 2 33,064.4 468.0 33,532.4 (1,721.7) 31,810.7
- Trade receivables 2,785.1 - 2,785.1 2,785.1
- Cash and cash equivalents 29,447.4 - 29,447.4 29,447.4
- Bank balances other than cash and cash equivalents 15,624.2 - 15,624.2 15,624.2
- Other financial assets 1,567.3 - 1,567.3 1,567.3
Other current assets 9 740.8 (241.1) 499.7 499.7
Total current assets 83,229.5 226.9 83,456.4 (1,721.7) 81,734.7

TOTAL ASSETS 1,35,080.4 1,329.3 1,36,409.6 - 1,36,409.6

EQUITY AND LIABILITIES

EQUITY
Equity share capital 450.0 - 450.0 450.0
Other equity 2,3,4,5,7,8 63,522.0 4,704.7 68,226.7 - 68,226.7
Equity attributable to owners of National Stock Exchange of 63,972.0 4,704.7 68,676.7 - 68,676.7
India Limited
Non Controlling Interest - - - -
TOTAL EQUITY 63,972.0 4,704.7 68,676.7 - 68,676.7

Core Settlement Guarantee Fund

- Core Settlement Guarantee Fund paid 9,973.0 - 9,973.0 9,973.0
- Core Settlement Guarantee Fund payable 9 6,885.0 (26.9) 6,858.1 6,858.1

LIABILITIES
Non-current liabilities
Other financial liabilities 4 0.0 85.7 85.7 85.7
Provisions 112.6 - 112.6 112.6
Deferred tax liabilities (Net) 3 180.2 724.8 905.0 905.0
Other non-current liabilities 53.9 - 53.9 53.9
Total non-current liabilities 346.7 810.5 1,157.2 - 1,157.2

Current liabilities
Financial Liabilities
- Deposits 16,751.5 - 16,751.5 16,751.5
- Trade payables 8 657.1 7.2 664.3 664.3
- Other financial liabilities 4 28,647.9 11.2 28,659.1 28,659.1
Provisions 5 4,444.0 (3,958.0) 486.0 486.0
Income tax liabilities (net) 7 401.9 (219.3) 182.6 182.6
Other current liabilities 3,001.1 - 3,001.1 3,001.1
Total current liabilities 53,903.5 (4,159.0) 49,744.6 - 49,744.6

TOTAL LIABILITIES 54,250.3 (3,348.5) 50,901.8 - 50,901.8

TOTAL EQUITY AND LIABILITIES 1,35,080.4 1,329.3 1,36,409.6 - 1,36,409.6

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

319
B: Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent
the reconciliations from previous GAAP to Ind AS.

Reconciliation of total comprehensive income for the year 2011-12

(Rs. in Million)
Notes to first- Previous Ind As Ind AS
time adoption GAAP* adjustments
Income
Revenue from operations 7,10 13,771.9 (157.5) 13,614.4
Other income 2,7 4,432.3 (36.6) 4,395.7
Total Income 18,204.2 (194.1) 18,010.1

Expenses
Employee benefits expense 6 1,658.5 (9.9) 1,648.6
Depreciation and amortisation expense 981.9 - 981.9
Other expenses 2,4,7,10 2,809.0 (44.7) 2,764.3
Total expenses 5,449.4 (54.6) 5,394.8
Profit before prior period item, exceptional item, share of net profits of 12,754.8 (139.5) 12,615.3
investments accounted for using equity method and tax
Add/(Less) : Prior-period adjustments 7 (5.8) 5.8 -
Profit before exceptional item, share of net profits of investments 12,749.0 (133.7) 12,615.3
accounted for using equity method and tax
Less :Contribution to Core Settlement Guarantee Fund (SGF) - - -
Profit before tax and Non Controlling Interest 12,749.0 (133.7) 12,615.3
Less : Non Controlling Interest (77.4) 77.4 -
Add : Share of net profit of associates and joint ventures accounted by using 2 163.3 32.2 195.5
equity method
Profit before exceptional item and tax 12,834.9 (24.1) 12,810.8
Add : Profit on sale of investment in equity instruments of associates / subsidiary - - -

Profit before tax 12,834.9 (24.1) 12,810.8

Less : Tax expenses
Current tax 5,7 3,929.4 6.1 3,935.5
Deferred tax 3 (53.5) 9.4 (44.1)
Total tax expenses 3,875.9 15.5 3,891.4

Net Profit after tax (A) 8,959.0 (39.6) 8,919.4

Total Other Comprehensive Income (B), net of tax 11 918.8 918.8

Total Comprehensive Income (A+B) 8,959.0 879.2 9,838.2

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

320
B: Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS.

Reconciliation of total comprehensive income for the year 2012-13

(Rs. in Million)
Notes to first- Previous GAAP* Ind As Ind AS
time adoption adjustments
Income
Revenue from operations 7,10 12,835.0 (33.1) 12,801.9
Other income 2,7 5,393.9 (59.6) 5,334.3
Total Income 18,228.9 (92.7) 18,136.2

Expenses
Employee benefits expense 6 1,773.6 (28.4) 1,745.2
Depreciation and amortisation expense 855.0 - 855.0
Other expenses 2,4,7,10 3,113.9 42.9 3,156.8
Total expenses 5,742.5 14.4 5,756.9
Profit before prior period item, exceptional item, share of net profits of 12,486.4 (107.2) 12,379.3
investments accounted for using equity method and tax
Add/(Less) : Prior-period adjustments 7 (329.7) 329.7 -
Profit before exceptional item, share of net profits of investments 12,156.7 222.5 12,379.3
accounted for using equity method and tax
Less :Contribution to Core Settlement Guarantee Fund - - -
Profit before tax and Non Controlling Interest 12,156.7 222.5 12,379.3
Less : Non Controlling Interest (88.3) 88.3 -
Add : Share of net profit of associates and joint ventures accounted by using 2 240.5 (5.4) 235.1
equity method
Profit before exceptional item and tax 12,308.9 305.4 12,614.4
Add : Profit on sale of investment in equity instruments of associates / subsidiary - - -

Profit before tax 12,308.9 305.4 12,614.4

Less : Tax expenses
Current tax 5,7 3,766.5 47.7 3,814.2
Deferred tax 3 (28.6) 209.4 180.8
Total tax expenses 3,737.9 257.2 3,995.1

Profit after tax (A) 8,571.0 48.2 8,619.3

Total Other Comprehensive Income (B), net of tax 11 - (359.3) (359.3)

Total Comprehensive Income (A+B) 8,571.0 (311.1) 8,260.0

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

321
B: Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS.

Reconciliation of total comprehensive income for the year 2013-14

(Rs. in Million)
Notes to first- Previous GAAP* Ind As Ind AS
time adoption adjustments
Income
Revenue from operations 7 13,618.4 12.5 13,630.9
Other income 2,7 5,442.0 133.4 5,575.4
Total Income 19,060.4 145.9 19,206.3

Expenses
Employee benefits expense 6 1,736.6 7.9 1,744.5
Depreciation and amortisation expense 840.0 - 840.0
Other expenses 2,4,7,10 3,325.7 26.4 3,352.1
Total expenses 5,902.3 34.3 5,936.6
Profit before prior period item, exceptional item, share of net profits of 13,158.1 111.6 13,269.7
investments accounted for using equity method and tax
Add/(Less) : Prior-period adjustments 7 (56.6) 56.6 -
Profit before exceptional item, share of net profits of investments 13,101.5 168.2 13,269.7
accounted for using equity method and tax
Less :Contribution to Core Settlement Guarantee Fund - - -
Profit before tax and Non Controlling Interest 13,101.5 168.2 13,269.7
Less : Non Controlling Interest (34.5) 34.5 -
Share of Net Profit of Associated and Joint Ventures accounted for using equity 2 310.1 4.1 314.2
method
Profit before exceptional item and tax 13,377.1 206.8 13,583.9
Add : Profit on sale of investment in equity instruments of associates / subsidiary 768.6 (326.8) 441.8
(including long term investments)
Profit before tax 14,145.7 (120.0) 14,025.7
Less : Tax expenses
Current tax 5,7 4,454.1 (1.7) 4,452.4
Deferred tax 3 36.4 367.7 404.1
Total tax expenses 4,490.5 366.0 4,856.5

Profit after tax (A) 9,655.2 (486.0) 9,169.2

Total Other Comprehensive Income (B), net of tax 11 - (1,006.7) (1,006.7)

Total Comprehensive Income (A+B) 9,655.2 (1,492.7) 8,162.5

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

322
B: Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS.

Reconciliation of total comprehensive income for the year 2014-15

(Rs. in Million)
Notes to first- Previous GAAP* Ind As Ind AS
time adoption adjustments

Income
Revenue from operations 7 17,230.9 56.5 17,287.4
Other income 2,7 5,523.5 99.5 5,623.0
Total Income 22,754.4 156.0 22,910.4

Expenses
Employee benefits expense 6 1,933.8 (42.4) 1,891.4
Depreciation and amortisation expense 932.9 - 932.9
Other expenses 2,4,7,9,10 3,718.9 33.4 3,752.3
Total expenses 6,585.6 (8.9) 6,576.7
Profit before prior period item, exceptional item, share of net profits of 16,168.8 164.9 16,333.7
investments accounted for using equity method and tax
Add/(Less) : Prior-period adjustments 7 (5.0) 5.0 -
Profit before exceptional item, share of net profits of investments accounted 16,163.8 169.9 16,333.7
for using equity method and tax
Less :Contribution to Core Settlement Guarantee Fund (1,700.0) - (1,700.0)

Profit before tax and Non Controlling Interest 14,463.8 169.9 14,633.7
Share of Net Profit of Associated and Joint Ventures accounted for using equity 2 647.2 85.3 732.5
method
Profit before exceptional item and tax 15,111.0 255.2 15,366.2

Add : Profit on sale of investment in equity instruments of associates / subsidiary - - -

Profit before tax 15,111.0 255.2 15,366.2

Less : Tax expenses
Current tax 5,7 4,802.6 76.0 4,878.6
Deferred tax 3 43.6 192.3 235.9
Total tax expenses 4,846.2 268.2 5,114.4

Profit after tax (A) 10,264.8 (13.1) 10,251.7

Total Other Comprehensive Income (B), net of tax 11 - (20.3) (20.3)

Total Comprehensive Income (A+B) 10,264.8 (33.4) 10,231.4

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

323
B: Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations
from previous GAAP to Ind AS.

Reconciliation of total comprehensive income for the year 2015-16

(Rs. in Million)
Notes to first-time Previous GAAP* Ind As Ind AS
adoption adjustments

Income
Revenue from operations 7,10 18,545.0 90.4 18,635.4
Other income 2,7 4,994.4 (38.1) 4,956.3
Total Income 23,539.4 52.4 23,591.8

Expenses
Employee benefits expense 6 2,207.8 (28.0) 2,179.8
Depreciation and amortisation expense 1,089.2 - 1,089.2
Other expenses 2,4,7,9,10 4,020.4 (80.6) 3,939.8
Total expenses 7,317.4 (108.5) 7,208.9
Profit before prior period item, exceptional item, share of net profits of 16,222.0 160.9 16,382.9
investments accounted for using equity method and tax
Add/(Less) : Prior-period adjustments 7 21.1 (21.1) -
Profit before exceptional item, share of net profits of investments 16,200.9 182.0 16,382.9
accounted for using equity method and tax
Less :Contribution to Core Settlement Guarantee Fund (7,615.2) - (7,615.2)
Profit before tax and Non Controlling Interest 8,585.7 182.0 8,767.7
Share of Net Profit of Associated and Joint Ventures accounted for using equity 2 896.6 14.9 911.5
method
Profit before tax 9,482.3 196.9 9,679.2
Less : Tax expenses
Current tax 5,7 2,894.1 126.2 3,020.3
Deferred tax 3 46.8 304.0 350.8
Total tax expenses 2,940.9 430.2 3,371.1

Profit after tax (A) 6,541.4 (233.2) 6,308.2

Total Other Comprehensive Income (B), net of tax 11 - 101.7 101.7

Total Comprehensive Income (A+B) 6,541.4 (131.6) 6,409.9

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

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Annexure VI – Notes to the Restated Consolidated Financial Information

Reconciliation of total equity (Rs. in Million)

Note to first- As at As at As at As at As at As at
time adoption 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Total equity (shareholder's fund) as per previous GAAP 63,972.0 57,267.0 55,503.1 54,605.1 48,299.3 41,548.1
Adjustments:
Proposed dividend including dividend distrubtion tax 5 3,957.8 4,380.9 3,656.4 2,636.4 2,432.9 1,259.5
Fair valuation of financial instruments through profit and loss account 2 477.3 350.2 193.0 45.8 123.8 105.5
Fair valuation of debt instruments through other comprehensive income 2 (121.9) (42.3) (16.6) (1.6) - -
Maintenance charges recognised on straightline basis 9 (7.2) (1.7) - - - -
Amortisation of debt instruments 2 14.5 (1.7) (2.1) 3.6 1.5 0.5
Obligations under finance lease 4 (95.1) (89.7) (85.1) (81.2) (77.8) (74.8)
Fair valuation of equity investments through other comprehensive income 2 1,007.4 791.7 748.5 1,743.5 2,028.7 1,300.0
Prior period adjustments 7 - (21.0) (4.9) (50.1) (336.4) (230.4)
Reversal of excess provision of Income tax 7 219.5 219.5 219.5 219.5 219.5 219.5
Investment in associates and Joint venture 2 13.5 59.8 (17.5) (19.5) (14.2) (46.4)
Tax effect of undistributed earnings of Associates and Joint ventures 3 (433.9) (265.7) (184.5) (134.2) (95.1) -
Tax effects of above adjustments 3 (327.2) (247.2) (189.9) 121.7 347.1 57.7
Total adjustments 4,704.7 5,132.8 4,316.8 4,483.9 4,630.0 2,591.1
Total equity as per Ind AS before restatement adjustment 68,676.7 62,399.8 59,819.9 59,089.0 52,929.4 44,139.2
Add: Restatement adjustment - 1,827.9 1,611.9 (1,482.0) - -
Total equity as per Restated Financial Information 68,676.7 64,227.7 61,431.8 57,606.9 52,929.4 44,139.2

Reconciliation of total comprehensive income (Rs. in Million)

Note to first- As at As at As at As at As at
time adoption 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Profit after tax as per previous GAAP 6,541.4 10,264.8 9,655.2 8,571.0 8,959.0
Adjustments:
Fair valuation of financial instruments through profit and loss account 2 126.9 157.7 146.9 (78.0) 18.4
Profit on sale of financial instruments through FVOCI transferred to retained earnings (326.8) (51.8)
Amortisation of debt instruments 2 16.3 0.5 (5.9) 2.1 1.0
Re-measurement of the defined benefit obligation 6 27.9 42.3 (7.9) 28.4 9.9
Maintenance charges recognised on straightline basis 9 (5.5) (1.7) - - -
Obligations under Finance Lease 4 (5.3) (4.6) (3.9) (3.4) (2.9)
Prior period adjustments 7 21.0 (16.1) 45.2 286.3 (106.0)
Profit attributable to non controling interest - - 34.5 88.3 77.4
Share of profit of associates 2 14.9 85.3 4.1 (5.4) 32.2
Dividend distrubtion tax charged as tax expense 5 (126.2) (76.0) (3.9) (48.9) (4.0)
Defered tax on undistrubuting earning of associates and Joint venture 3 (227.6) (129.2) (54.4) (39.1) (38.0)
Tax effects of adjustments 3 (75.6) (71.2) (313.9) (182.0) 24.2
Profit after tax as per Ind AS 6,308.2 10,251.7 9,169.2 8,619.3 8,919.4
Other Comprehensive Income
Total Other Comprehensive Income, net of tax 12 101.7 (20.3) (1,006.7) (359.3) 918.8
Total Comprehensive Income as per Restated Financial Information 6,409.9 10,231.4 8,162.5 8,260.0 9,838.2

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Annexure VI – Notes to the Restated Consolidated Financial Information

Note 2: Investments

Mutual funds and equity instruments (other than investments in subsidiaries, associates and joint
venture):

Under the Previous GAAP, investments in equity instruments and mutual funds were classified as long-
term investments or current investments based on the intended holding period and realisability. Long-
term investments were carried at cost less provision for other than temporary decline in the value of such
investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these
investments are required to be measured at fair value. The resulting fair value changes of these
investments (other than equity instruments designated as at FVOCI) have been recognised in other
equity as at the date of transition i.e. April 1, 2011 for the purpose of Restated Financial Information and
subsequently in the profit or loss for the years ended March 31, 2016, 2015, 2014, 2013 and 2012.

Fair value changes with respect to investments in equity instruments designated as at FVOCI have been
recognised in FVOCI equity instruments reserve as at the date of transition and subsequently in the other
comprehensive income.
(Rs. in million)
Mutual funds and Balance Sheet Impact - Increase/(Decrease)
equity instruments: March 31, March 31, March 31, March 31, March 31,
2016 2015 2014 2013 2012
Investments (Current) 474.0 284.7 168.7 28.4 109.6
Investments (Non - 1010.7 857.2 772.8 1760.9 2042.9
Current)
Total 1484.7 1141.9 941.5 1789.3 2152.5

Other Equity (Retained 477.3 350.2 193.0 45.8 123.8

earnings)
Other Equity 1007.4 791.7 748.5 1743.5 2028.7
instruments at FVOCI)
Total 1484.7 1141.9 941.5 1789.3 2152.5

(Rs. in million)
Mutual funds and Impact in statement of Profit and Loss - Increase/(Decrease)
equity instruments: March 31, March 31, March 31, March 31, March 31,
2016 2015 2014 2013 2012
Other income (Profit 126.9 157.7 146.9 (78.0) 18.4
and loss)
Profit Re-class from (326.8) (51.8)
other income (Profit &
Loss) directly to
Equity
Other comprehensive 174.4 35.7 (1004.2) (338.8) 925.4
income (net of tax)

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Annexure VI – Notes to the Restated Consolidated Financial Information

Investments in Debt instruments

Under Previous GAAP, the investments in debentures, government securities (G-Sec), commercial
papers and bond are measured at cost or fair value, whichever is lower, if classified as current
investment. Long-term investments were carried at cost less provision for other than temporary decline in
the value of such investments.

a. Investments in Government Securities – Under Ind AS, the Group has designated Government
Securities (G-Sec) as fair value through other comprehensive income (FVOCI). Accordingly, these
investments are required to be measured at fair value. At the date of transition to Ind AS i.e. April 1,
2011 for the purpose of Restated Financial Information, difference between the instrument’s fair value
and Previous GAAP carrying amount has been recognised in other equity (Retained earnings for
interest income component and Debt instruments through Other Comprehensive Income for fair value
change). Interest income and fair value changes are recognised in the statement of profit and loss
and other comprehensive income, respectively.

b. Under Ind AS, the Group has designated debentures, commercial papers, certificate of deposits and
bonds at amortised cost. Difference between the instruments’s amortised value and Previous GAAP
carrying amount has been recognised in other equity and subsequently in the statement of profit or
loss.

(Rs. In million)
Investments in Debt Balance Sheet Impact - Increase/(Decrease)
instruments: March 31, March 31, March 31, March 31, March 31,
2016 2015 2014 2013 2012
Investments (Current) (6.0) (3.2) (1.7) 2.9 1.0
Investments (Non – Current) (101.4) (40.8) (17.0) (0.9) 0.5
Total (107.4) (44.0) (18.7) 2.0 1.5

Other Equity (Retained 14.5 (1.7) (2.1) 3.6 1.5

earnings)
Other Debt instrument at (121.9) (42.3) (16.6) (1.6) -
FVOCI
Total (107.4) (44.0) (18.7) 2.0 1.5

(Rs. In million)
Investments in Debt Impact in statement of Profit and Loss - Increase/(Decrease)
instruments: March 31, 2016 March 31, March 31, March 31, March 31,
2015 2014 2013 2012
Other income 16.3 0.5 (5.9) 2.1 1.0
Other comprehensive (52.1) (16.7) (9.9) (1.0) -
income (net of tax)

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Annexure VI – Notes to the Restated Consolidated Financial Information

Investments in Associates and Joint venture

As per Ind AS, profit from share of associate is calculated as per applicable Ind AS to the respective
associates, this has resulted in increase/ (decrease) in the share of Associate in each of the following
years as follows: (Rs. In million)
Impact on Statement of Profit and Loss - Increase/(Decrease)
March 31, March 31, March 31, March 31, March 31, 2012
2016 2015 2014 2013
Profit and loss account 14.9 85.3 4.1 (5.4) 32.2
Other comprehensive (1.8) (8.6) 2.0 0.01 -
income (net of tax)
Tax effect on distribution of (59.4) (48.0) (4.1) - -
dividend
Impairment charge - 48.6 - - -
adjusted in opening equity
Impact on Total equity – Increase/(Decrease)
Total Equity 13.5 59.8 (17.5) (19.5) (14.2)

Note 3: Deferred tax

i. Under Previous GAAP, deferred taxes are recognised for the tax effect of timing differences
between accounting profit and taxable profit for the year using the income statement approach.
Under Ind AS, deferred taxes are recognised using the balance sheet for future tax
consequences of temporary differences between the carrying value of assets and liabilities and
their respective tax bases. Also deferred tax asset shall be recognised for the carryforward of
unused tax losses and unused tax credits to the extent that it is probable that future taxable profit
will be available against which the unused tax losses and unused tax credits can be utilized.
ii. Deferred tax has been recognised on the adjustment made on transition to Ind AS i.e. April 1,
2011 for the purpose of Restated Financial Information.

iii. Under Previous GAAP, deferred taxes in the consolidated financial statements was determined
by using line by line method of consolidation method. Under Ind AS, the Group has recognised
deferred tax liability on the undistributed earnings of Associates and Joint ventures, which had the
following impact in Profit and loss account and retained earnings.
(Rs. In million)
Impact on Total equity and statement of Profit and Loss -
Increase/(Decrease)
March 31, March 31, March 31, March 31, March 31,
2016 2015 2014 2013 2012
Total Comprehensive (227.6) (129.2) (54.4) (39.1) (38.0)
income

Total equity impact (545.4) (317.8) (188.6) (134.2) (95.1)

Tax effect on (111.5) (52.1) (4.1)
distribution of dividend
Deferred tax liability (433.9) (265.7) (184.5) (134.2) (95.1)

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Annexure VI – Notes to the Restated Consolidated Financial Information

Note 4: Leasehold land

Under Previous GAAP, all leasehold lands are classified as property, plant and equipment. Under Ind AS,
leasehold land is to be recognised as an operating or a finance lease as per the definition and
classification criteria under Ind AS 17. Accordingly, leasehold land has been classified as finance lease
and future rent payable has been recognised as finance lease obligation. Accordingly, deemed cost of the
leasehold land has been disclosed as property plant and equipment and the annual leases payments has
been disclosed as a lease obligation. Consequent to the above, following is the impact in statement of
Profit and loss account and total equity for each of the respective years:
(Rs. in million)
Impact on Total equity and in statement of Profit and Loss -
Increase/(Decrease)
March 31, March 31, March 31, March 31, March 31,
2016 2015 2014 2013 2012
Total Comprehensive income (5.3) (4.6) (3.9) (3.4) (2.9)

Non-Current – Finance lease 85.7 80.3 75.7 71.8 68.4

obligation
Current - Finance lease 9.4 9.4 9.4 9.4 9.4
obligation
Total Equity (95.1) (89.7) (85.1) (81.2) (77.8)

Note 5: Proposed dividend

Under the Previous GAAP, dividends proposed by the board of directors after the balance sheet date but
before the approval of the financial statements were considered as adjusting events. Accordingly,
provision for proposed dividend including dividend distribution tax was recognised as a liability. Under Ind
AS, such dividends are recognised when the same is approved by the shareholders in the general
meeting. Accordingly, the liability for proposed dividend including dividend distribution tax included under
provisions has been reversed with corresponding adjustment to in other equity. Consequent to the above,
total equity has increased for each of the respective years as follows:
(Rs. in million)
March 31, March 31, March 31, March 31, 2013 March 31,
2016 2015 2014 2012
Total Equity 3957.8 4380.9 3656.4 2636.4 2432.9

Under Previous GAAP, the entire dividend distribution tax paid by the Group was charged as an
appropriation in equity along with the dividend proposed by the Parent company. As per Ind AS dividend
distribution tax paid on the dividends is recognised consistently with the presentation of the transaction
that creates the income tax consequence. Dividend distribution tax is charged to profit or loss if the
dividend itself is charged to profit or loss. If the dividend is recognised in equity, the presentation of
dividend distribution tax is also recognised in equity. The Group has charged certain amounts of dividend
distribution tax paid on dividend received from subsidiaries to the statement of profit and loss, as the
Group has not been able to utilise the tax credit in respect of such dividend distribution tax paid against
dividend distribution tax in respect of dividend paid by the Parent Company to its shareholders.

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Annexure VI – Notes to the Restated Consolidated Financial Information

(Rs. in million)
Impact in statement of Profit and Loss - Increase/(Decrease)
March 31, March 31, March 31, March 31, March 31,
2016 2015 2014 2013 2012
Total Comprehensive income (126.2) (76.0) (3.9) (48.9) (4.0)

Note 6: Re-measurement of post-employment benefit obligations

Under Ind AS, re-measurements i.e. actuarial gains and losses and the return on plan assets, excluding
amounts included in the net interest expense on the net defined benefit liability are recognised in other
comprehensive income instead of profit or loss. Under the Previous GAAP, these re-measurements were
forming part of the profit or loss for the year. Consequent to the above, following is the impact in
statement of Profit and loss account for each of the respective years:
(Rs. in million)
March 31, March 31, March 31, March 31, March 31,
2016 2015 2014 2013 2012
Profit/(Loss) 27.9 42.3 (7.9) 28.4 9.9
(Increase/(Decrease))

Note 7: Prior Period Items:

1. Under Indian GAAP changes in accounting policies, correction of errors and omissions will be
recorded through the current period income statement. Under Ind AS, changes in accounting
policies and correction of errors and omissions will be accounted retrospectively by restating the
comparative period. Consequent to the above, following is the impact in statement of Profit and
loss account and total equity for each of the respective years:
(Rs. in million)
(Increase/(Decrease) Impact on Total equity and statement of Profit and Loss -
Increase/(Decrease)
March 31, March March 31, March 31, March 31,
2016 31, 2015 2014 2013 2012
Network infrastructure charges 56.3 (56.3)
adjusted in the respective years
Fines and penalty from 329.7 (111.8)
members transferred to IPFT
adjusted in the respective years
Other expenses/incomes 21.0 (16.1) (11.1) 12.9 5.8
adjusted in respective years
Total Comprehensive income 21.0 (16.1) 45.2 286.3 (106.0)

March 31, March March 31, March 31, March 31, March
2016 31, 2015 2014 2013 2012 31,
2011
Excess Income tax provision 219.5 219.5 219.5 219.5 219.5 219.5
written back
Others - (21.0) (4.9) (50.1) (336.4) (230.4)
Total Equity 219.5 198.50 214.6 169.4 (116.9) (10.9)

330
National Stock Exchange of India Limited

Annexure VI – Notes to the Restated Consolidated Financial Information

Note 8: Non-controlling interest

Under Ind AS, Non-controlling interest is adjusted for its share of Ind AS profit. Further, under Indian
GAAP, net profit is attributed to owners after deducting share of profit attributable to non-controlling
interest holders, whereas under Ind AS it is presented as part of total comprehensive income.

Note 9: Other adjustments

Under Previous GAAP, the maintenance and operational charges paid to a service provider for
generation of the electricity, has been charged to profit and loss accounts in the year in which it is
contractually payable. Under Ind AS, such charges paid have been recognized on a straight line basis
over the contractual term. Consequent to the above, following is the impact in statement of Profit and loss
account and total equity for each of the respective years:
(Rs. in million)
Impact in Equity and statement of Profit and Loss - Increase/(Decrease)
March 31, March 31, March 31, March 31, March 31,
2016 2015 2014 2013 2012
Total Comprehensive (5.5) (1.7) - - -
income
Total Equity (7.2) (1.7) - - -

Dues of the defaulter member of Rs.241 million is adjusted against amount receivable from National
Stock Exchange of India Limited towards core SGF.

Note 10: Revenue

Under Previous GAAP, revenue is recognised net of discounts and rebates. Under Ind AS, revenue is
recognised at the fair value of the consideration received or receivable, after the deduction of any
inventive and any taxes or duties collected on behalf of the government such as services tax. Incentives
given to customers have been reclassified from 'other expense' under Previous GAAP and deducted from
revenue under Ind AS for each of the respective years:
(Rs. in million)
Impact in statement of Profit and Loss
March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013 March 31, 2012
Customer 74.5 - - 31.6 71.0
incentives

Note 11: Retained Earnings

Retained earnings as at April 1, 2011 has been adjusted consequent to the above Ind AS transition
adjustments.

Note 12: Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss
for the period, unless a standard requires or permits otherwise. Items of income and expense that are not
recognised in profit or loss but are shown in the statement of profit and loss includes re-measurements of
defined benefit plans, and fair value gains or (losses) on FVOCI equity instruments and debt instruments.
The concept of other comprehensive income did not exist under Previous GAAP.

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NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Consolidated Financial Information

42 Exceptional item for the year ended March 31, 2014 includes profit of Rs.442.6 millions on sale of equity shares of an associate company Omnesys Technologies Private Limited and loss of Rs.0.8 millions on sale of equity
shares of a subsidiary company National Commodity Clearing Corporation Limited.

43 Asset held for sale

During the financial year ended March 31, 2013, the Group has entered into an Agreement for sale of equity shares of its subsidiary company i.e. National Commodity Clearing Limited. The subsidiary was sold on 28 May 2013.
As at March 31, 2013, the net assets of National Commodity Clearing Limited amounted to Rs. 99 millions and mainly comprises of the current assets including current investment, cash and bank balance, trade receivable, etc.,
whose carrying value approximate their fair values at period end date.

44 Other events after the reporting period

The Board of Directors of the Company at their meeting held on October 4, 2016, inter alia :
(i) Declared an interim dividend of Rs.79.50 (795%) per equity share of Rs.10/- each. The record date to determine the eligibility for payment of the interim dividend was fixed as October 17, 2016 and the interim dividend has been
paid to the shareholders of the Company on October 18 and October 19, 2016.
(ii) Recommended issue of Bonus equity shares in the proportion of 1 (one) bonus share of Rs.10/- (Rupees Ten each) for every existing 10 (Ten) fully paid up equity shares of Rs.10 each, which is approved by the shareholders in
the general meeting held on November 10, 2016. The record date for issue of bonus shares was November 23, 2016.

(iii) Recommended sub-division of equity shares of Rs.10 each, into equity shares having a face value of Rs.1. The same is approved by the shareholders in the general meeting held on November 10, 2016, approved by SEBI on
November 27, 2016, and notified in the gazzette on December 10, 2016. The record date for stock split was December 13, 2016.

45 In view of the complaints received by SEBI relating to unfair access of NSE’s Colocation facility, SEBI directed the Company to carry out an investigation including forensic examination by an independent external agency.
Accordingly, the Company has appointed an independent external agency to carry out an investigation in the form of forensic examination into the co-location facilities of the Company. Pending investigation and submission of
the final report, as advised by SEBI, the Company has subsequently deposited an amount of Rs. 65.3 millions towards rack charges and connectivity charges for the month of September 2016 and an amount of Rs.476.7 million
for the month of September 2016 towards revenues generated from the co-location facility in the nature of transaction charges on trade orders placed through the co-location facility, in respect of the co-location facility in a
separate bank account effective September 1, 2016. (Refer also note 25)

46 National Securities Clearing Corporation Limited, a subsidiary company has received a letter dated December 06, 2016 from SEBI regarding reversal of adjustment of dues of a defaulter member out of the amount payable to
Core SGF. The impact of the same on the consolidated profit after tax for the financial year March 31,2017 would be a reduction in profit by Rs.189.6 million (net of tax) which will be accounted during the quarter .ended
December 31, 2016. (refer note 37(b))

47 Previous period / years’ figures are regrouped, reclassified and rearranged wherever necessary.

As per our report attached

For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W

Narendra Jain Ashok Chawla Dinesh Kanabar

Partner Chairman Director
Membership No.: 048725

For Price Waterhouse & Co Chartered Accountants LLP

Chartered Accountants
Firm's Registration no : 304026E / E-300009

Sumit Seth J Ravichandran Yatrik Vin S. Madhavan

Partner CEO Incharge Chief Financial Officer Company Secretary
Membership No.: 105869

Place : Mumbai
Date : December 20, 2016 Date : December 19, 2016

332
 NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Annexure VII - Restated statement of adjustments to audited consolidated financial statements

Summarized below are the restatement adjustments made to the audited consolidated financial statements for the years ended March 31, 2016, 2015, 2014, 2013,2012 and period ended september 30, 2016
I and their impact on the profit / (loss) of the group:
(Rs.in Millions)
Particulars Notes/ Annexure For the year ended For the year ended For the year ended For the year ended For the year ended
31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
(A)
6,541.4 10,264.8 9,655.2 8,571.0 8,959.0
Net profit after tax as per audited financial statements prepared under Previous GAAP
(B) Ind AS Adjustments:
Fair valuation of financial instruments through profit and loss account 2 of Annexure VI 126.9 157.7 146.9 (78.0) 18.4
Profit on sale of financial instruments through FVOCI transferred to retained
2 of Annexure VI
earnings (326.8) (51.8)
Amortisation of debt instruments 2 of Annexure VI 16.3 0.5 (5.9) 2.1 1.0
Re-measurement of the defined benefit obligation 6 of Annexure VI 27.9 42.3 (7.9) 28.4 9.9
Maintenance charges recognised on straightline basis 9 of Annexure VI (5.5) (1.7) - - -
Obligations under Finance Lease 4 of Annexure VI (5.3) (4.6) (3.9) (3.4) (2.9)
Prior period adjustments 7 of Annexure VI 21.0 (16.1) 45.2 286.3 (106.0)
Profit attributable to non controling interest - - 34.5 88.3 77.4
Share of profit of associates 2 of Annexure VI 14.9 85.3 4.1 (5.4) 32.2
Dividend distrubtion tax charged as tax expense 5 of Annexure VI (126.2) (76.0) (3.9) (48.9) (4.0)
Defered tax on undistrubuting earning of associates and Joint venture 3 of Annexure VI (227.6) (129.2) (54.4) (39.1) (38.0)
Tax effects of adjustments 3 of Annexure VI (75.6) (71.2) (313.9) (182.0) 24.2
(233.2) (13.1) (486.0) 48.3 (39.6)
(C) Net profit after tax as per Ind AS (A-B) 6,308.2 10,251.7 9,169.2 8,619.3 8,919.4

(D) Adjustments:
Material Restatement Adjustments
(Excluding those on account of changes in accounting policies):

(i) Audit Qualifications Note (1) - - - - -

Total: - - - - -

(ii) Other material adjustments

Contribution to Core Settlement guarantee fund (Core SGF) Note (2) 5,271.8 (529.6) (2,548.1) (2,194.2) -
Total: 5,271.8 (529.6) (2,548.1) (2,194.2) -

(iii) Deferred Tax Adjustments Note (4)

(a) Core Settlement Guarantee Fund (1,824.5) 212.6 900.0 711.8 -
(b) on others (3.4) 3.4 0.2 - -
Total: (1,827.9) 216.0 900.2 711.8 -

Total Adjustments (D): 3,443.9 (313.6) (1,647.9) (1,482.3) -

(E) Adjustments on account of changes in accounting policies : Note (3) - - - - -

Total (E): - - - - -

(F) Total impact of Adjustments (D+E) 3,443.9 (313.6) (1,647.9) (1,482.3) -

Net profit as restated (C-F) 9,752.1 9,938.2 7,521.2 7,137.1 8,919.4

(G) There were no restatement adjustment for the six month period ended September 30, 2016 as the consolidated financial statements has been prepared under Ind AS.

Notes to Adjustments
1 Adjustments for Audit Qualifications: None

333
2 Other Material Adjustments
For the purpose of Restated Consolidated Statement of Profit and Loss, the Group has recorded the contribution to Core SGF at 25% of its annual profits after tax (per Previous GAAP financial statements) as an expense in
each of the years ended March 31, 2016, 2015, 2014 and 2013 to which such contribution relates.

3 Changes in Accounting Policy under Previous GAAP: None

4 Tax Adjustments :
The tax rate applicable for the respective periods/years has been used to calculate the deferred tax impact on other material adjustments.

5 Reconciliation of total equity as at 1 April 2011 (Rs.in Millions)

Notes 01.04.2011
Proforma
Total equity (shareholder's fund) as per previous GAAP 41,548.1
Ind AS Adjustments:
Proposed dividend including dividend distrubtion tax 1,259.5
Fair valuation of financial instruments through profit and loss account 105.5
Amortisation of debt instruments 0.5
Note 41 to
Obligations under finance lease (74.8)
Annexure VI
Fair valuation of equity investments through other comprehensive income 1,300.0
Prior period adjustments (230.4)
Reversal of excess provision of Income tax 219.5
Investment in associates and Joint venture (46.4)
Tax effects of above adjustments 57.7

Total Ind AS Adjustments: 2,591.1

Total equity as restated 44,139.2

334
National Stock Exchange of India Limited

Annexure VII - Statement on Adjustments to Audited Consolidated Financial Statements

II a) Other Matter :-

Emphasis Of matter

We draw attention to Note 38 to the restated consolidated financial information, which describes the accounting treatment adopted by the
Company in its Restated Consolidated financial information in relation to the recording of expense on account of contributions made to Core
Settlement Guarantee Fund maintained in the subsidiary National Securities Clearing Corporation Limited as per SEBI Regulations and for the
reasons stated therein. Our opinion is not modified in respect of this matter.

II b) Auditor's Comment in Company Auditor's Report Order :

Statutory Auditors have made the following comments in terms with the requirements of the Companies (Auditor’s Report) Order,
2015, issued by the Central Government of India in terms of sub-section 11 of Section 143 of the Companies act, 2013 of India for
Financial Year 2014-15:
For the financial year ended March 31, 2015
Clause (vii) (b)
The dues of sales-tax, income-tax, duty of customs, wealth-tax, service tax, securities transaction tax, duty of excise, cess which have not
been deposited on account of disputes and the forum where the dispute is pending are as under:
Sr. Name of the Nature of Dues Period to which Amount Forum where dispute is
No. Statute amount relates (Rs in Millions) Pending
(Financial year)
1 Income Tax Act, 1961 Income 1995-1996 0.80 High Court, Mumbai
Tax
1999-2000 3.40 High Court, Mumbai
2003-2004 0.00 Assessing Officer
2007-2008 1.42 Income Tax Appellate
Tribunal, Mumbai
2008-2009 0.50 Income Tax Appellate Tribunal,
Mumbai
2010-2011 19.00 Commissioner of Income Tax
(Appeal), Mumbai
2011-2012 37.40 Commissioner of Income Tax
(Appeal), Mumbai
2012-2013 3.90 Deputy Commissioner of
Income Tax Circle 9(3)(1),
Mumbai
Penalty 2004-2005 0.10 Income Tax Appellate Tribuna
Fringe Benefit Tax 2007-2008 0.10 Income Tax Office – 10(1)(4)
2 Wealth Tax Act, 1957 Wealth Tax 2000-2001 1.10 Income Tax Appellate
Tribunal, Mumbai - Wealth Tax
Bench
3 Finance (No.2) Act, Securities Transaction 2006-2007 15.70 Income Tax Appellate Tribunal,
2004-Chapter VII Tax Mumbai
2007-2008 9.70 Income Tax Appellate Tribunal,
Mumbai
2008-2009 4.80 Income Tax Appellate Tribunal,
Mumbai
4 Chapter V of Finance Service Tax 2004-2005 to 2008-2009 281.00 Commissioner of Service Tax,
Act, 1994 Mumbai
2006-2007 to 2.80 Additional Commissioner of
2008-2009 Service Tax, Mumba
2009-2010 0.80 Additional Commissioner of
Service Tax, Mumba
2010-2011 0.01 Commissioner of Central Excise
(Appeal), Mumbai
2010-2011 0.20 Additional Commissioner of
Service Tax, Mumba
2011-2012 0.01 Commissioner of Central Excise
(Appeal), Mumbai
2008-2009 to 2011-2012 110.90 Commissioner of Service Tax,
Mumbai
5 Central Excise Basic Excise September 2009 1.30 Additional Commissioner of
Act, 1944 Duty to March 2014 Central Excise I, Mumbai
6 The Competition Act, Penalty 2007-2008 to 2009-2010 555.00 Supreme Court of India
2002

335
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VIII - Restated Consolidated Statement of Accounting Ratios
Table 1 - Restated Consolidated Statement of Accounting Ratios
(Rs. in Millions) (Unless Otherwise Stated)
For the half year For the year For the year For the year For the year For the year
Particulars ended ended ended ended ended ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Earnings per equity share before contribution to Core Settlement Guarantee Fund (Face Value of Rs. 1/- each)
Basic and Diluted EPS (in Rs) * 13.66 22.80 22.98 18.45 17.24 17.88
Earnings per equity share after contribution to Core Settlement Guarantee Fund (Face Value of Rs. 1/- each)
Basic and Diluted EPS (in Rs) * 11.89 19.70 20.08 15.12 14.25 17.88
Return on Net Worth % * 8.34% 14.20% 15.47% 12.19% 12.32% 16.80%
Net asset value per equity share (Rs) * 142.58 138.74 129.75 124.10 115.68 106.38
Weighted average number of equity shares for Basic and Diluted
495.0 495.0 495.0 495.0 495.0 495.0
Earnings Per Equity Share ( Refer note 44(ii), 44(iii) and 29)
Net Profit after tax attributable to Owners of National Stock
5,883.2 9,752.1 9,938.1 7,486.7 7,052.1 8,848.7
Exchange of India Limited, as restated
Share Capital 450.0 450.0 450.0 450.0 450.0 450.0
Reserves (Other equity), as restated 70,124.7 68,226.7 63,777.7 60,981.8 56,811.3 52,210.0
Net worth, as restated 70,574.7 68,676.7 64,227.7 61,431.8 57,261.3 52,660.0
* presented in two decimals

Notes:
1. The ratios on the basis of Restated financial information have been computed as below:
Basic Earnings per share ( ) = Net profit as restated, attributable to equity shareholders
Weighted average number of equity shares

Diluted Earnings per share ( ) = Net profit as restated, attributable to equity shareholders
Weighted average number of dilutive equity shares

Return on net worth (%) = Net profit after tax, as restated

Net worth at the end of the year / period

Net Asset Value (NAV) per equity share ( ) = Net worth as restated at the end of the year / period
Number of equity shares outstanding at the end of
the year / Period ( Refer note 5)

2. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the number of equity shares issued
during the year multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific shares are outstanding as a proportion
of total number of days during the year. This has been adjusted for all periods presented by giving effect to bonus and subdivision subsequent to the balance sheet
date. ( Refer note 44(ii), 44(iii) and 29)
3. Net Worth = Equity share capital + Other Equity (including Securities Premium and Surplus/ (Deficit), excluding Non Controlling Interest)

4.The above ratios have been computed on the basis of the Restated Consolidated Financial Information - Annexure I to Annexure IV.

5.Net Asset value per equity share has been determined by adjusting additional shares on account of bonus and subdivision for all periods presented ( Refer note
44(ii), 44(iii) and 29)

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Annexure IX - Restated Consolidated Statement of Capitalisation

Particulars Pre offer for half year ended Pre offer for year ended March
September 30, 2016 31, 2016
Debt - -
Shareholders's Fund
Share Capital 495.0 495.0
Reserves (Other equity), as restated 70,079.7 68,181.7
Total Shareholders' fund 70,574.7 68,676.7
Debt/Equity Ratio NA NA

Notes:
i) The above has been computed on the basis of the Restated Consolidated Financial Information - Annexure I to Annexure IV.
ii) The issue price and number of shares are being finalised and as such the post- capitalisation statement cannot be presented.
iii) Since September 30, 2016 (which is the last date as of which financial information has been given in this document) the share capital
has increased from ` 450 million to ` 495 million by the issue of bonus shres in the proportion of 1 (one) bonus share of ` 10/- (Rupees
Ten each) for every existing 10 (Ten) fully paid up equity shares of ` 10 each by capitalising securities premium.

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Annexure X - Restated Consolidated statement of dividend paid

Paid during the Paid during the Paid during the Paid during the Paid during Paid during
Particulars period year year year the year the year
30.09.2016 31.03.2016 * 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of equity shares outstanding (in Millions) 45.0 45.0 45.0 45.0 45.0 45.0
Dividend paid (in Rs.millions) 3,285.0 3,577.5 3,060.0 2,250.0 1,800.0 945.0
Rate of Dividend (%) 730.0% 795.0% 680.0% 500.0% 400.0% 210.0%
Dividend per equity share (Rs.) 73.0 79.5 68.0 50.0 40.0 21.0
* includes one time special dividend or Rs.7.50/- per share.
The above information has not been restated to give effect for issue of bonus share and sub division of equity shares subsequent to 30th September 2016 and
represents historical information.

336
Khandelwal Jain & Co. Price Waterhouse & Co Chartered Accountants LLP
Chartered Accountants 252, Veer Savarkaar Marg,
12-B, Baldota Bhavan, 5th Floor, Shivaji Park Dadar,
Maharshi Karve Road, Churchgate, Mumbai – 400 028
Mumbai – 400 020

To
The Board of Directors
National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex,
Bandra (East)
Mumbai- 400 051

Auditors’ Report on Restated Standalone Financial Information in connection with the

Initial Public Offering of National Stock Exchange of India Limited

Dear Sirs,
1. This report is issued in accordance with the terms of Price Waterhouse & Co Chartered Accountants
LLP agreement dated December 1, 2016 and Khandelwal Jain & Co., Chartered Accountants
agreement dated December 1, 2016 in connection with the proposed Initial Public Offering (IPO) of
the National Stock Exchange of India Limited (hereinafter referred to as the “Company”).

2. The accompanying restated standalone financial information, expressed in Indian Rupees, in

millions, of the Company comprising Restated Standalone Financial Information in paragraph 8
below and Restated Other Standalone Financial Information in paragraph 11 below (hereinafter
together referred to as “Restated Standalone Financial Information”), has been prepared by the
Management of the Company in accordance with the requirements of section 26 of part I of
chapter III of the Companies Act 2013 (hereinafter referred to as the “Act”) read with Rule 4 to
Rule 6 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (the “Rules”), item
(IX) of Part A of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009, as amended to date in pursuance of provisions of
Securities and Exchange Board of India Act, 1992 read along with the SEBI circular No.
SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016 on Clarification regarding
applicability of Indian Accounting Standards to disclosures in offer documents under the SEBI
Regulations (the “SEBI Regulations”) issued by the Securities and Exchange Board of India (the
“SEBI”) in connection with the Proposed Initial Public Offering of Equity Shares of the Company
(the “Issue”) by way of an offer for sale by the selling shareholders and has been approved by the
Board of Directors and initialed by us for identification purposes only.

3. The Restated Standalone Financial Information, expressed in Indian Rupees, in millions, has been
prepared under Indian Accounting Standards ('Ind AS') notified under the Companies (Indian
Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 and have
been compiled by the Company‟s management from the audited standalone financial statements for
the years ended March 31, 2016, 2015, 2014, 2013 and 2012 (all of which were expressed in Indian
Rupees in crores) prepared under the previous generally accepted accounting principles followed in
India („Previous GAAP or Indian GAAP‟) and from the audited condensed standalone financial
statements for the half year ended September 30, 2016 (all of which were expressed in Indian
Rupees in crores) prepared under Ind AS which have been approved by Board of Directors at their
meetings held on May 12, 2016, May 26, 2015, May 6, 2014, May 27, 2013, May 14, 2012 and
November 9, 2016, respectively. Audit of the standalone financial statements of the Company
prepared under the Indian GAAP for financial years ended March 31, 2016, 2015, 2014, 2013 and
2012 was conducted solely by M/s Khandelwal Jain & Co., Chartered Accountants. Accordingly, for
the purpose of examination of the above mentioned Restated Standalone Financial Information, we
have placed reliance on the standalone financial statements prepared under the Indian GAAP. M/s
Price Waterhouse & Co Chartered Accountants LLP have placed reliance on the audit reports issued
thereon by M/s Khandelwal Jain & Co, Chartered Accountants on respective dates mentioned above
for these years. We have jointly examined the restatement adjustments, regrouping/reclassifications
and adjustments between the Indian GAAP and Ind AS.

4. The condensed standalone financial statements of the Company for the half year ended September

337
Auditors’ Report on Restated Standalone Financial Information in connection with the
Initial Public Offering of National Stock Exchange of India Limited

30, 2016 prepared under Ind AS has been audited jointly by M/s Price Waterhouse & Co Chartered
Accountants LLP and M/s Khandelwal Jain & Co., Chartered Accountants.

Management’s Responsibility for the Restated Standalone Financial Information

5. The preparation of the Restated Standalone Financial Information, which is to be included in the
Draft Red Herring Prospectus (“DRHP”), is the responsibility of the Management of the Company
and has been approved by the Board of Directors, at its meeting held on December 19, 2016, for the
purpose set out in paragraph 16 below. The Management‟s responsibility includes designing,
implementing and maintaining internal control relevant to the preparation and presentation of the
Restated Standalone Financial Information. The Management is also responsible for identifying
and ensuring that the Company complies with the laws and regulations applicable to its activities
and with the Rules and SEBI Regulations.

Auditors’ Responsibilities

6. Our work has been carried out in accordance with the Standards on Auditing under section 143(10)
of the Act, Guidance Note on Reports in Company Prospectuses (Revised 2016) and other
applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India
and pursuant to the requirements of section 26 of the Act read with applicable provisions within
Rule 4 to Rule 6 of the Rules and the SEBI Regulations. Our work was performed solely to assist
you in meeting your responsibilities in relation to your compliance with the Act and the SEBI
Regulations in connection with the Issue.

7. Our examination of the Restated Standalone Financial Information has not been carried out in
accordance with the auditing standards generally accepted in the United States of America (“U.S.”),
standards of the US Public Company Accounting Oversight Board and accordingly should not be
relied upon by any one as if it had been carried out in accordance with those standards or any other
standards besides the standards referred to in this report.

Opinion

8. In accordance with the requirements of section 26 of Part I of the Chapter III of the Act read with
Rules 4 to 6 of Companies (Prospectus and Allotment of Securities) Rules, 2014, the SEBI
regulations and the Guidance Note we report that we have examined the following summarised
financial statements of the Company contained in Restated Standalone Financial Information of the
Company which as stated in the Annexure V to this report have been arrived after making
adjustments and regrouping/reclassifications as in our opinion were appropriate and more fully
described in Annexure VII read with paragraph 12 below:
i. the “Restated Standalone Statement of Assets and Liabilities ” as at September 30, 2016,
March 31, 2016, 2015, 2014, 2013 and 2012 (enclosed as Annexure I);
ii. the “Restated Standalone Statement of Profit and Loss” for the half year ended September 30,
2016 and for the years ended March 31, 2016, 2015, 2014, 2013 and 2012 (enclosed as
Annexure II)
iii. the “Restated Standalone Statement of Changes in Equity” for the half year ended September
30, 2016 and for the years ended March 31, 2016, 2015, 2014, 2013 and 2012 (enclosed as
Annexure III) and
iv. the “Restated Standalone Statement of Cash Flows” for the half year ended September 30,
2016 and for the years ended March 31, 2016, 2015, 2014, 2013 and 2012 (enclosed as
Annexure IV).

9. The Restated Standalone Financial Information, expressed in Indian Rupees, in millions, has been
derived from the audited standalone financial statements of the Company (all of which were
expressed in Indian Rupees in crores) read with paragraphs 3 and 4 above and paragraphs 11 and
12 below, for the years ended March 31, 2016, 2015, 2014, 2013 and 2012 prepared under the
Indian GAAP and audited condensed standalone financial statements for the half year ended
September 30, 2016 prepared under Ind AS (all of which expressed in Indian Rupees in crores).

338
Auditors’ Report on Restated Standalone Financial Information in connection with the
Initial Public Offering of National Stock Exchange of India Limited

10. Based on the above and according to the information and explanation given to us, we further, report
that the Restated Standalone Financial Information of the Company, as attached to this report and
as mentioned in paragraphs 8 above, read with basis of preparation and respective significant
accounting policies given in Annexure V as described in paragraph 11(i) have been prepared in
accordance with the Rules, and the SEBI Regulations and:
(i) there have been no changes in accounting policies of the Company (as disclosed in Annexure
VII to this report);
(ii) have been made after incorporating adjustments for material amounts in the respective
financial years / period to which they relate;
(iii) there are no qualifications in the Auditors‟ Report which require any adjustments; and
(iv) as per requirements of Indian Accounting Standards, there are no extra-ordinary items
which need to be disclosed separately.

11. At the Company‟s request, we have also examined the following Restated Other Standalone
Financial Information relating to the Company as at September 30, 2016 and March 31, 2016, 2015,
2014, 2013 and 2012 and for the half year ended September 30, 2016 and for the years ended
March 31, 2016, 2015, 2014, 2013 and 2012, proposed to be included in the DRHP, prepared by the
Management of the Company and as approved by the Board of Directors of the Company and
annexed to this report:
(i) Basis of preparation and significant accounting policies as enclosed in Annexure V;
(ii) Notes to the Restated Standalone financial information as enclosed in Annexure VI;
(iii) Statement of adjustments to standalone audited financial statements as enclosed in
Annexure VII;
(iv) Restated Standalone statement of current investments as enclosed in Note 9 of Annexure VI;
(v) Restated Standalone statement of trade receivables as enclosed in Note 10 of Annexure VI;
(vi) Restated Standalone statement of other financial assets (current) as enclosed in Note 6 of
Annexure VI;
(vii) Restated Standalone statement of other financial assets (non current) as enclosed in Note
5 of Annexure VI;
(viii) Restated Standalone statement of other current assets as enclosed in Note 8 of Annexure VI;
(ix) Restated Standalone statement of other non current assets as enclosed in Note 7 of
Annexure VI
(x) Restated Standalone statement of non-current investments as enclosed in Note 4 of
Annexure VI;
(xi) Restated Statement of other non-current liabilities as enclosed in Note 22 of Annexure VI
(xii) Restated Standalone Statement of other financial liabilities (non current) as enclosed in
Note 15 of Annexure VI;
(xiii) Restated Standalone statement of other income as enclosed in Note 26 of Annexure VI;
(xiv) Restated Standalone statement of related party as enclosed in Note 32 of Annexure VI;
(xv) Restated Standalone statement of accounting ratios for the Company as enclosed in
Annexure VIII;
(xvi) Restated Standalone statement of capitalization for the Company as enclosed in Annexure
IX;
(xvii) Standalone statement of Reconciliation between the Indian GAAP and Ind AS enclosed in
Note 41 of Annexure VI;
(xviii) Restated Standalone Statement of dividend paid as enclosed in Annexure X

339
Auditors’ Report on Restated Standalone Financial Information in connection with the
Initial Public Offering of National Stock Exchange of India Limited

(xix) Restated Standalone Statement of Tax Shelter as enclosed in Annexure XI

According to the information and explanations given to us, in our opinion, the Restated Standalone
Financial Information and the above Restated Other Standalone Financial Information contained
in Annexures VI to XI accompanying this report, read with Summary of Significant Accounting
Policies disclosed in Annexure V, are prepared after making adjustments and regroupings as
considered appropriate and have been prepared in accordance with Section 26 of Part I of Chapter
III of the Companies Act, 2013 read with Rules 4 to 6 of Companies (Prospectus and Allotment of
Securities) Rules, 2014, SEBI Regulations and the Guidance Note.

12. According to information and explanation given to us in our opinion, the Proforma Ind AS Restated
Standalone Financial Information of the Company as at March 31, 2015, 2014, 2013 and 2012 and
for the years ended March 31, 2015, 2014, 2013 and 2012, read with Significant Accounting Policies
disclosed in Annexure V, are prepared after making proforma adjustments as mentioned in Note 41
of Annexure VI and have been prepared in accordance Rules, SEBI Regulations and the Guidance
Note on Reports in Company Prospectuses (Revised 2016).

13. We have not audited any financial statements of the Company as of any date or for any period
subsequent to September 30, 2016. Accordingly, we do not express any opinion on the financial
position, results or cash flows of the Company as of any date or for any period subsequent to
September 30, 2016.

14. This report should not in any way be construed as a re-issuance or re-dating of any of the previous
audit reports issued by us on the standalone financial statements of the Company, nor should this
report be construed as a new opinion on any of the standalone financial statements referred to
herein.

15. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.

Restriction on Use
16. This report is addressed to and is provided to enable the Board of Directors of the Company to
include this report in the DRHP prepared in connection with the proposed Initial Public Offering of
Equity Shares of the Company by way of an offer for sale by the selling shareholders, to be filed by
the Company with the SEBI, Registrar of Companies, Mumbai and the concerned Stock Exchanges.
Our report should not be used, referred to or distributed for any other purpose except with our
prior consent in writing.

For Khandelwal Jain & Co. For Price Waterhouse & Co Chartered Accountants
Chartered Accountants LLP
Firm Registration Number: 304026E/ E- 300009
Firm Registration Number: 105049W Chartered Accountants

Narendra Jain Sumit Seth

Partner Partner
Membership Number 048725 Membership Number 105869

Place: Mumbai Place : Mumbai

Date: December 20, 2016 Date : December 20, 2016

340
 NATIONAL STOCK EXCHANGE OF INDIA LIMITED

ANNEXURE I - RESTATED STANDALONE STATEMENT OF ASSETS AND LIABILITIES

(`
` in million)
Notes / No. of As at 30.09.2016 As at 31.03.2016 As at 31.03.2015 As at 31.03.2014 As at 31.03.2013 As at 31.03.2012
Annexure VI Proforma Proforma Proforma Proforma
ASSETS

Non-current assets
Property, plant and equipment 2 4,877.3 4,985.1 4,874.5 4,384.1 4,301.7 3,745.0
Capital work-in-progress 2 193.3 144.3 51.5 103.8 158.0 73.3
Intangible assets 3 436.9 426.0 317.1 327.1 373.2 424.9
Intangible assets under development 3 203.0 231.1 113.9 57.4 109.7 81.5
Investment in subsidiaries and associates 4 8,942.3 8,942.3 8,933.0 8,933.0 1,732.5 1,300.4
Financial assets
- Investments 4 23,313.3 28,291.4 12,583.7 7,198.3 3,512.6 3,974.1
- Other financial assets
Non-current bank balances 5 1,601.8 2,808.6 5,482.2 6,123.6 6,867.0 6,262.2
Others 5 196.5 231.5 171.3 535.3 214.4 268.6
Income tax assets (net) 21 2,888.6 2,576.5 676.6 726.1 722.2 716.0
Deferred tax assets (net) 19 (d) - - 1,574.7 1,402.1 807.3 180.7
Other non-current assets 7 167.6 138.9 238.3 194.3 146.8 150.3
Total non-current assets 42,820.6 48,775.7 35,016.8 29,985.1 18,945.4 17,177.0

Current assets
Financial assets
- Investments 9 34,804.8 15,980.1 21,300.0 7,428.1 11,854.6 7,196.2
- Trade receivables 10 2,380.7 2,249.4 1,694.2 1,515.2 1,220.3 1,384.8
- Cash and cash equivalents 11 815.3 506.5 327.0 261.9 2,660.8 761.7
- Bank balances other than cash and cash equivalents 12 2,861.5 11,409.6 14,291.8 28,204.9 24,976.2 27,502.7
- Other financial assets 6 361.7 999.1 1,333.2 2,166.9 2,046.8 1,339.5
Other current assets 8 846.0 728.3 527.2 790.1 688.1 320.6
Total current assets 42,070.0 31,873.0 39,473.4 40,367.1 43,446.8 38,505.5

TOTAL ASSETS 84,890.6 80,648.7 74,490.2 70,352.2 62,392.2 55,682.5

EQUITY AND LIABILITIES

EQUITY
Equity share capital 13 450.0 450.0 450.0 450.0 450.0 450.0
Other equity Annexure III (B), 13 b 58,970.0 56,757.3 52,852.7 48,838.5 43,903.4 38,942.8
TOTAL EQUITY 59,420.0 57,207.3 53,302.7 49,288.5 44,353.4 39,392.8

LIABILITIES
Non-current liabilities
Other financial liabilities 15 88.6 85.7 80.3 75.7 71.8 68.5
Provisions 17 148.1 102.5 93.1 84.2 26.7 9.6
Deferred tax liabilities (net) 19 (d) 506.5 319.3 - - - -
Other non-current liabilities 22 53.9 53.9 53.9 53.9 53.9 53.9
Total non-current liabilities 797.1 561.4 227.3 213.8 152.4 132.0

Current liabilities
Financial liabilities
- Deposits 24 11,100.3 10,984.5 10,934.7 11,209.2 11,530.5 11,858.6
- Trade payables 14 813.2 668.0 477.4 432.7 443.8 533.4
- Other financial liabilities 16 1,047.6 1,042.7 1,243.8 1,724.2 1,758.5 992.5
12,961.1 12,695.2 12,655.9 13,366.1 13,732.8 13,384.5
Provisions 18 408.4 436.0 343.1 310.2 183.9 384.9
Income tax liabilities (net) 20 115.8 20.5 365.4 281.7 479.9 460.8
Other current liabilities 23 11,188.2 9,728.3 7,595.8 6,891.9 3,489.8 1,927.5
Total current liabilities 24,673.5 22,880.0 20,960.2 20,849.9 17,886.4 16,157.7

TOTAL LIABILITIES 25,470.6 23,441.4 21,187.5 21,063.7 18,038.8 16,289.7

TOTAL EQUITY AND LIABILITIES 84,890.6 80,648.7 74,490.2 70,352.2 62,392.2 55,682.5

The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Financial Information appearing in Annexure VI and Statement of adjustments to
Audited Standalone Financial Statement appearing in Annexure VII.
As per our report attached

For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W

Narendra Jain Ashok Chawla Dinesh Kanabar

Partner Chairman Director
Membership No.: 048725

For Price Waterhouse & Co Chartered Accountants LLP

Chartered Accountants
Firm's Registration no : 304026E / E-300009

Sumit Seth J. Ravichandran Yatrik Vin S. Madhavan

Partner Chief Executive Officer In-Charge Chief Financial Officer Company Secretary
Membership No.: 105869

Place : Mumbai
Date : December 20, 2016 Date : December 19, 2016

341
 NATIONAL STOCK EXCHANGE OF INDIA LIMITED

ANNEXURE II - RESTATED STANDALONE STATEMENT OF PROFIT & LOSS

` in million)
(`
Particulars Notes / No. of For the half year ended For the year ended For the year ended For the year ended For the year ended For the year ended
Annexure VI 31.03.2015 31.03.2014 31.03.2013 31.03.2012
30.09.2016 31.03.2016
Proforma Proforma Proforma Proforma
Income
Revenue from operations 25 8,266.3 14,729.7 13,643.4 10,797.1 9,976.9 10,627.0
Other income 26 4,134.0 5,573.7 5,551.1 5,901.8 6,386.4 4,432.4
Total income 12,400.3 20,303.4 19,194.5 16,698.9 16,363.3 15,059.4

Expenses
Employee benefits expense 27 587.3 1,062.9 895.8 816.6 750.6 713.6
Clearing & settlement charges 493.2 985.4 911.8 756.3 720.9 1,157.7
Depreciation and amortisation expense 2&3 567.3 1,030.9 857.9 769.7 770.3 890.2
Other expenses 28 2,029.8 3,732.0 3,664.4 3,159.6 3,031.2 2,679.4
Total expenses (excluding contribution to Core Settlement 3,677.6 6,811.2 6,329.9 5,502.2 5,273.0 5,440.9
Guarantee Fund)
Profit before exceptional item and contribution to Core Settlement
8,722.7 13,492.2 12,864.6 11,196.7 11,090.3 9,618.5
Guarantee Fund and tax
Add : Profit on sale of investment in equity instruments in subsidiaries and 38
- - - 1,946.6 363.8 -
associates
Profit before contribution to Core Settlement Guarantee Fund and
8,722.7 13,492.2 12,864.6 13,143.3 11,454.1 9,618.5
tax
Less : Contribution to Core Settlement guarantee fund (Core SGF) 37 (1,340.7) (2,343.3) (2,229.7) (2,548.2) (2,194.0) -
Profit before tax 7,382.0 11,148.9 10,634.9 10,595.1 9,260.1 9,618.5
Less: Income tax expense
Current tax 19 1,670.0 1,450.0 3,300.0 3,199.3 2,815.1 2,670.0
Deferred tax expense/(credit) 19 89.4 1,894.8 (129.7) (600.7) (672.0) (53.9)
Total tax expenses 1,759.4 3,344.8 3,170.3 2,598.6 2,143.1 2,616.1

Net profit after tax as restated (A) 5,622.6 7,804.1 7,464.6 7,996.5 7,117.0 7,002.4
Other comprehensive income
Items that will be reclassified to profit or loss
Changes in fair value of FVOCI debt instruments Annexure III (B) 348.0 (79.7) (25.6) (15.0) (1.6) -
Income tax relating to items that will be reclassified to profit or loss
Changes in fair value of FVOCI debt instruments Annexure III (B) (120.4) 27.6 8.9 5.1 0.5 -

Items that will not be reclassified to profit or loss

Remeasurements of post-employment benefit obligations Annexure III (B) (77.6) (21.0) (22.1) 3.9 (24.5) 0.1
Changes in fair value of FVOCI equity instruments Annexure III (B) 50.7 215.7 43.2 (995.0) (285.0) 728.6
Income tax relating to items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations Annexure III (B) 26.8 7.3 7.4 (1.9) 8.0 (0.1)
Changes in fair value of FVOCI equity instruments Annexure III (B) (4.3) (41.3) (7.4) (9.2) (53.8) 196.8

Total other comprehensive income for the period, net of taxes (B) 223.2 108.6 4.4 (1,012.1) (356.4) 925.4

Total comprehensive income for the year as restated (A+B) 5,845.8 7,912.7 7,469.0 6,984.4 6,760.6 7,927.8

Material restatement adjustments Annexure VII and - 3,447.4 (317.1) (1,648.2) (1,482.2) -
37
Earnings per equity share ( Face value of ` 1 each)
- Basic and Diluted ( ` ) 29 11.4 15.8 15.1 16.2 14.4 14.1

Before contribution to Core Settlement Guarantee Fund

- Basic and Diluted ( ` ) 29 13.1 18.9 18.0 19.5 17.4 14.1

The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the Restated Financial Information appearing in Annexure VI and Statement of adjustments to Audited Standalone
Financial Statement appearing in Annexure VII.

As per our report attached

For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W

Narendra Jain Ashok Chawla Dinesh Kanabar

Partner Chairman Director
Membership No.: 048725

For Price Waterhouse & Co Chartered Accountants LLP

Chartered Accountants
Firm's Registration no : 304026E / E-300009

Sumit Seth J. Ravichandran Yatrik Vin S. Madhavan

Partner Chief Executive Officer In-Charge Chief Financial Officer Company Secretary
Membership No.: 105869

Place : Mumbai
Date : December 20, 2016 Date : December 19, 2016

342
NATIONAL STOCK EXCHANGE OF INDIA LIMITED

ANNEXURE III - RESTATED STANDALONE STATEMENT OF CHANGES IN EQUITY

(A) Equity share capital

31.03.2012 31.03.2013 31.03.2014 31.03.2015 31.03.2016 31.09.2016
Proforma Proforma Proforma Proforma
Balance as at ( ` In million) 450.0 450.0 450.0 450.0 450.0 450.0

(B) Other Equity

(`
` in million)
Reserves and Surplus Other Reserves Total
Particulars Securities General reserve Retained Other reserves Total Reserves FVOCI equity FVOCI debt Total other
premium Earnings and Surplus instruments instruments reserves
reserve
Balance as at 01.04.2011 - Proforma 400.0 27,550.0 2,841.2 110.0 30,901.2 1,012.7 - 1,012.7 31,913.9
Profit for the year - - 7,002.4 - 7,002.4 - - - 7,002.4
Transfer to General Reserve - 4,000.0 - 4,000.0 - - - 4,000.0
Transfer from Retained earnings - - (4,000.0) - (4,000.0) - - - (4,000.0)
Other Comprehensive Income - - (0.1) - (0.1) 925.4 - 925.4 925.3
Transfer to retained earnings on disposal of FVOCI equity investments - - 51.8 - 51.8 - - - 51.8
Others - (5.6) - (5.6) - - - (5.6)
Transaction with owners in their capacity as owners
Dividend paid (including dividend distribution tax) - (945.0) - (945.0) - - - (945.0)
Balance as at 31.03.2012 400.0 31,550.0 4,944.7 110.0 37,004.7 1,938.1 - 1,938.1 38,942.8

Balance as at 01.04.2012 - Proforma 400.0 31,550.0 4,944.7 110.0 37,004.7 1,938.1 - 1,938.1 38,942.8
Profit for the year - - 7,117.0 - 7,117.0 - - - 7,117.0
Transfer to General Reserve - - (4,300.0) - (4,300.0) - - - (4,300.0)
Transfer from Retained earnings - 4,300.0 - - 4,300.0 - - - 4,300.0
Other Comprehensive Income - - (16.5) - (16.5) (338.8) (1.0) (339.8) (356.3)
Transaction with owners in their capacity as owners
Dividend paid (including dividend distribution tax) - (1,800.0) - (1,800.0) - - - (1,800.0)
Balance as at 31.03.2013 400.0 35,850.0 5,945.2 110.0 42,305.2 1,599.3 (1.0) 1,598.3 43,903.4

Balance as at 01.04.2013 - Proforma 400.0 35,850.0 5,945.2 110.0 42,305.2 1,599.3 (1.0) 1,598.3 43,903.5
Profit for the year - - 7,996.5 - 7,996.5 - - - 7,996.5
Transfer to General Reserve - - (1,050.0) - (1,050.0) - - (1,050.0)
Transfer from Retained earnings - 1,050.0 - - 1,050.0 - - 1,050.0
Transfer to retained earnings on disposal of FVOCI equity investments, net - 326.8 - 326.8 - - - 326.8
of tax
Other Comprehensive Income - 2.0 - 2.0 (1,004.2) (9.9) (1,014.1) (1,012.1)
Transaction with owners in their capacity as owners
Dividend paid (including dividend distribution tax) - (2,376.2) - (2,376.2) - - - (2,376.2)
Balance as at 31.03.2014 400.0 36,900.0 10,844.3 110.0 48,254.3 595.1 (10.9) 584.2 48,838.5

Balance as at 01.04.2014 - Proforma 400.0 36,900.0 10,844.3 110.0 48,254.3 595.1 (10.9) 584.2 48,838.5
Profit for the year - - 7,464.6 - 7,464.6 - - - 7,464.6
Other Comprehensive Income - - (14.7) - (14.7) 35.8 (16.7) 19.1 4.4
Depreciation due to revised Companies Act, 2013 (net of tax) - - (65.9) - (65.9) - - - (65.9)
Transaction with owners in their capacity as owners
Dividend paid (including dividend distribution tax) - (3,388.9) - (3,388.9) - - - (3,388.9)
Balance as at 31.03.2015 400.0 36,900.0 14,839.4 110.0 52,249.4 630.9 (27.6) 603.3 52,852.7

Balance as at 01.04.2015 400.0 36,900.0 14,839.4 110.0 52,249.4 630.9 (27.6) 603.3 52,852.7
Profit for the year - - 7,804.1 - 7,804.1 - - - 7,804.1
Other Comprehensive Income - - (13.7) - (13.7) 174.4 (52.1) 122.3 108.6
Transaction with owners in their capacity as owners
Dividend paid (including dividend distribution tax) - (4,008.1) - (4,008.1) - - - (4,008.1)
Balance as at 31.03.2016 400.0 36,900.0 18,621.7 110.0 56,031.7 805.3 (79.7) 725.6 56,757.3

Balance as at 01.04.2016 400.0 36,900.0 18,621.7 110.0 56,031.7 805.3 (79.7) 725.6 56,757.3
Profit for the year - - 5,622.6 - 5,622.6 - - - 5,622.6
Other Comprehensive Income - - (50.8) - (50.8) 46.4 227.6 274.0 223.2
Transaction with owners in their capacity as owners
Dividend paid (including dividend distribution tax) - - (3,633.1) - (3,633.1) - - - (3,633.1)
Balance as at 30.09.2016 400.0 36,900.0 20,560.4 110.0 57,970.4 851.7 147.9 999.6 58,970.0

The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the restated financial information appearing in Annexure VI and Statement of adjustments to Audited
Standalone Financial Statement appearing in Annexure VII.

As per our report attached

For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W

Narendra Jain Ashok Chawla Dinesh Kanabar

Partner Chairman Director
Membership No.: 048725

For Price Waterhouse & Co Chartered Accountants LLP

Chartered Accountants
Firm's Registration no : 304026E / E-300009

Sumit Seth J. Ravichandran Yatrik Vin S. Madhavan

Partner Chief Executive Officer In-Charge Chief Financial Officer Company Secretary
Membership No.: 105869

Place : Mumbai
Date : December 20, 2016 Date : December 19, 2016

343
 NATIONAL STOCK EXCHANGE OF INDIA LIMITED

ANNEXURE IV - RESTATED STANDALONE STATEMENT OF CASH FLOW

(`
` in million)
For the half year For the year For the year For the year For the year For the year
Notes ended 30.09.2016 ended 31.03.2016 ended 31.03.2015 ended 31.03.2014 ended 31.03.2013 ended 31.03.2012
Proforma Proforma Proforma Proforma

A) CASH FLOWS FROM OPERATING ACTIVITIES

PROFIT BEFORE INCOME TAX 7,382.0 11,148.9 10,634.9 10,595.1 9,260.1 9,618.5

Adjustments for
Depreciation and amortisation expense 2, 3 567.3 1,030.9 857.9 769.7 770.3 890.2
Interest income from financial assets at amortised cost 26 (564.5) (2,052.7) (2,223.4) (3,469.7) (3,495.8) (2,489.7)
Interest income from investment at designated at fair value through other comprehensive income 26 (325.8) (810.5) (148.2) (24.5) (0.9) -

Dividend income 26 (1,626.5) (1,501.1) (1,161.5) (1,664.8) (2,330.2) (1,165.3)

Net (gain) / loss on financial assets mandatorily measured at fair value through profit or loss 26 (994.9) 70.6 (5.8) 1.0 84.3 (5.3)
Net gain on sale of investments 26 (538.5) (950.1) (1,474.8) (2,161.9) (487.1) (213.7)
Net (gain) / loss on disposal of property, plant and equipment 26, 28 (1.4) (60.5) 2.5 6.0 8.0 4.2
Doubtful debts written off 28 0.7 2.1 - 0.4 - 0.2
Wealth Tax 28 - (11.4) 5.0 2.0 2.0 2.0

Change In operating assets and liabilities

(Increase)/Decrease in trade receivables 10 (132.0) (557.3) (179.0) (295.3) 164.5 102.3
Increase/(Decrease) in trade payables 14 145.2 190.5 44.7 (11.1) (89.5) 27.3
(Increase)/Decrease in other financial assets 5, 6 220.2 56.3 736.6 157.4 (155.5) (305.1)
(Increase)/Decrease in other assets 7, 8 (149.6) (182.9) 261.8 (127.7) (375.6) 236.8
Increase/(Decrease) in other financial liabilities 15, 16 15.8 (265.1) (485.1) 66.4 638.5 (51.7)
Increase/(Decrease) in provisions 17, 18 (59.5) 81.3 19.6 187.8 (208.5) 65.4
Refund / proceed of deposit 24 115.8 49.9 (274.6) (321.3) (328.1) 1.0
Increase/(Decrease) in other liabilities 22, 23 1,459.9 2,132.4 704.2 3,402.1 1,562.5 117.5

CASH GENERATED FROM OPERATIONS 5,514.1 8,371.3 7,314.8 7,111.7 5,019.0 6,834.7

Income taxes paid 20, 21 (1,886.8) (3,690.7) (3,171.8) (3,403.4) (2,804.2) (2,613.9)

NET CASH INFLOW FROM OPERATING ACTIVITIES - TOTAL (A) 3,627.3 4,680.6 4,143.0 3,708.3 2,214.8 4,220.8

B) CASH FLOWS FROM INVESTING ACTIVITIES

Payment for property, plant and equipment 2, 3 (496.6) (1,321.1) (1,478.9) (835.4) (1,267.2) (814.7)
Proceeds from property, plant and equipment 2, 3 1.8 71.9 0.4 11.4 13.4 5.4
Payment / proceeds from investments 4, 9 (11,963.0) (9,379.5) (17,136.6) (4,913.2) (4,317.8) (3,247.9)
Payment / proceeds from fixed deposits 5, 12 9,754.9 5,555.9 14,554.4 (2,485.3) 1,921.7 (2,307.8)
Interest received 5, 26 1,390.9 3,078.7 2,210.2 2,826.7 2,804.0 1,932.5
Dividend received from subsidiaries, associate companies and others 26 1,626.5 1,501.1 1,161.5 1,664.8 2,330.2 1,165.3

NET CASH INFLOW / (OUTFLOW) FROM INVESTING ACTIVITIES - TOTAL (B) 314.6 (493.0) (689.0) (3,730.9) 1,484.3 (3,267.2)

C) CASH FLOWS FROM FINANCING ACTIVITIES

Dividend paid (including dividend distribution tax) 13b (3,633.1) (4,008.1) (3,388.9) (2,376.2) (1,800.0) (945.0)

NET CASH OUTFLOW FROM FINANCING ACTIVITIES - TOTAL (C) (3,633.1) (4,008.1) (3,388.9) (2,376.2) (1,800.0) (945.0)

NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (A)+(B)+(C) 308.8 179.5 65.1 (2,398.9) 1,899.1 8.6

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 11 506.5 327.0 261.9 2,660.8 761.7 753.1

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 11 815.3 506.5 327.0 261.9 2,660.8 761.7

NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENT 308.8 179.5 65.1 (2,398.9) 1,899.1 8.6

Reconciliation of cash and cash equivalents as per the cash flow statement
Cash and cash equivalents as per above comprise of the following
Cash and cash equivalents 11 815.3 506.5 327.0 261.9 2,660.8 761.7
Bank overdrafts 11 - - - - - -
Balances per statement of cash flows 815.3 506.5 327.0 261.9 2,660.8 761.7

The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Ind AS - 7 on Statement of Cash Flow as notified under Companies (Accounts) Rules, 2015.

The above statement should be read with the Basis of preparation and Significant Accounting policies appearing in Annexure V, Notes to the restated financial information appearing in Annexure VI and Statement of adjustments to Audited Standalone
Financial Statement appearing in Annexure VII.

As per our report attached

For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W

Narendra Jain Ashok Chawla Dinesh Kanabar

Partner Chairman Director
Membership No.: 048725

For Price Waterhouse & Co Chartered Accountants LLP

Chartered Accountants
Firm's Registration no : 304026E / E-300009

Sumit Seth J. Ravichandran Yatrik Vin S. Madhavan

Partner Chief Executive Officer In-Charge Chief Financial Officer Company Secretary
Membership No.: 105869

Place : Mumbai
Date : December 20, 2016 Date : December 19, 2016

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Background

The National Stock Exchange of India Limited (“NSE” or “the Company”) established in 1992 is the first
demutualized electronic exchange in India. NSE was the first exchange in the country to provide a
modern, fully automated screen-based electronic trading system which offered easy trading facility to
the investors spread across the country. NSE offers trading in equity, equity derivatives, debt and
currency derivatives segments.
I. Basis of preparation and significant accounting policies

Basis of preparation

The Restated Standalone Statement of Assets and Liabilities of NSE as at September 30, 2016,
March 31, 2016, 2015, 2014, 2013 and 2012 and the Restated Standalone Statement of Profit and
Loss, the Restated Standalone Statement of Changes in Equity and the Restated Standalone
Statement of Cash flows for the half years ended September 30, 2016 and for the years ended March
31, 2016, 2015, 2014, 2013 and 2012 and Restated Other Standalone Financial Information (together
referred as ‘Restated Standalone Financial Information’) has been prepared under Indian Accounting
Standards ('Ind AS') notified under the Companies (Indian Accounting Standards) Rules, 2015 read
with Section 133 of the Companies Act, 2013. The Restated Standalone Financial Information have
been compiled by the Company from the Audited Standalone Financial Statements of the Company
for the respective years (“Audited Standalone Financial Statements”) prepared under the previous
generally accepted accounting principles followed in India (‘Previous GAAP or Indian GAAP’) and
from the audited condensed standalone financial statements for the half year ended September 30,
2016 prepared under Ind AS.

In accordance with Ind AS 101 First-time Adoption of Indian Accounting Standard, the Company has
presented a reconciliation from the presentation of Restated Financial Information under Accounting
Standards notified under the Companies (Accounting Standards) Rules, 2006 (“Previous GAAP”) to
Ind AS of Restated Shareholders’ equity as at March 31, 2016, 2015, 2014, 2013, 2012 and April 1,
2011 and of the Restated Statement of Comprehensive Income for the year ended March 31, 2016,
2015, 2014, 2013 and 2012.

The Restated Standalone Financial Information have been prepared by the management in
connection with the proposed listing of equity shares of the Company by way of an offer for sale by
the selling shareholders, to be filed by the Company with the SEBI, Registrar of Companies, Mumbai
and the concerned Stock Exchange in accordance with the requirements of:

a) Section 26 read with applicable provisions within Rules 4 to 6 of the Companies (Prospectus and
Allotment of Securities) Rules, 2014 to the Companies Act, 2013; and

b) The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 issued by the
Securities and Exchange Board of India ("SEBI") on August 26, 2009, as amended to date in
pursuance of provisions of Securities and Exchange Board of India Act, 1992 read along with
SEBI circular No. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 2016 (together referred to as
the “SEBI regulations”).

These Restated Standalone Financial Information have been compiled by the Company from the
Audited Standalone Financial Statements and:

• there were no audit qualifications on these financial statements,

• there were no changes in accounting policies under Previous GAAP during the years of these
financial statements,
• material amounts relating to adjustments for previous years in arriving at profit/loss of the years to
which they relate, have been appropriately adjusted,
• adjustments for reclassification of the corresponding items of income, expenses, assets and
liabilities, in order to bring them in line with the groupings as per the condensed audited

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standalone financial statements of the Company as at and for the half year ended September 30,
2016 prepared under Ind AS and the requirements of the SEBI Regulations, and
• the resultant tax impact on above adjustments has been appropriately adjusted in deferred taxes
in the respective years to which they relate..
These Restated Standalone Financial Information and Other Standalone Financial Information were
approved by the Board of Directors of the Company on December 19, 2016.

II. Significant accounting policies

The Restated Standalone Financial Information have been prepared in accordance with the
historical cost basis, except as disclosed in the accounting policies below, and are drawn up in
accordance with the provisions of the Companies Act, 2013 (“the Act”) and Indian Accounting
Standards (“Ind AS”) notified under Section 133 of the Act [Companies (Indian Accounting
Standards) Rules, 2015] and other relevant provisions of the Act.

The financial statements up to year ended 31 March 2016 were prepared in accordance with
Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the
Act (“Previous GAAP”).

(i) Historical cost convention

The Restated Standalone Financial Information have been prepared on a historical cost basis,
except for the following:
• certain financial assets and liabilities that is measured at fair value, and
• defined benefit plans - plan assets measured at fair value

(a) Foreign currency translation and transactions

(i) Functional and presentation currency
Items included in the Restated Standalone Financial Information of the Company are measured
using the currency of the primary economic environment in which the entity operates (‘the
functional currency’). The Restated Standalone Financial Information are presented in Indian
currency (INR), which is the Company’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement
of such transactions and from the translation of monetary assets and liabilities denominated in
foreign currencies at the period end exchange rates are recognised in profit or loss.

Non-monetary items that are measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined. Translation differences on assets
and liabilities carried at fair value are reported as part of the fair value gain or loss. For example,
translation differences on non-monetary assets and liabilities such as equity instruments held at
fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss
and translation differences on non-monetary assets such as equity investments classified as
FVOCI are recognised in other comprehensive income.

(b) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Amounts
disclosed as revenue are net of allowances, incentives, service taxes and amounts collected on
behalf of third parties.

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The Company recognises revenue when the amount of revenue can be reliably measured and it
is probable that future economic benefits will flow to the entity. Revenue is recognised in the
period when the service is provided as per arrangements/agreements with the customers. The
sources of revenue are:

(i) Transaction charges – revenue is recognised on transactions in accordance with the

Company’s fee scales as an when the transaction occurs;

(ii) Subscription and other fees – revenue is recognised on a straight-line basis over the period to
which the fee relates;

(iii) Book building fees – revenue is recognised at the time of completion of book building
process.

(iv) Others – all other revenue is recognised in the period in which the service is provided.
In respect of members who have been declared as defaulters by the Company all amounts
(dues) remaining to be recovered, net of available security and insurance cover available if any,
till the date of being declared as defaulters are written off as bad debts. All subsequent recoveries
are accounted when received.

Penal charges in respect of shortages due from the respective member is recognised in profit and
loss as part of other revenue to the extent such charges are recoverable in the period of
declaration of default.

Insurance claims are accounted on accrual basis when the claims become due and payable.

(c) Income taxes

The income tax expense or credit for the period is the tax payable on the current period’s taxable
income based on the applicable income tax rate adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and to unused tax losses, if any.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the end of the reporting period. Management periodically evaluates positions taken in
tax returns with respect to situations in which applicable tax regulation is subject to interpretation.
It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the Restated
Standalone Statement of Assets and Liabilities. Deferred income tax is determined using tax rates
(and laws) that have been enacted or substantially enacted by the end of the reporting period and
are expected to apply when the related deferred income tax asset is realised or the deferred
income tax liability is settled.

The carrying amount of deferred tax assets are reviewed at the end of each reporting period and
are recognised only if it is probable that future taxable amounts will be available to utilise those
temporary differences and losses.

Deferred tax assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in subsidiaries, associates and interest in joint arrangements where
it is not probable that the differences will reverse in the foreseeable future and taxable profit will
not be available against which the temporary difference can be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets and liabilities and when the deferred tax balances relate to the same taxation
authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable

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right to offset and intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items
recognised in other comprehensive income or directly in equity. In this case, the tax is also
recognised in other comprehensive income or directly in equity, respectively.

(d) Leases

As a lessee

Leases of property, plant and equipment and land where the Company, as lessee, has
substantially transferred all the risks and rewards of ownership are classified as finance leases.
Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if
lower, the present value of the minimum lease payments. The corresponding rental obligations,
net of finance charges, are included in borrowings or other financial liabilities as appropriate. Each
lease payment is allocated between the liability and finance cost. The finance cost is charged to
the profit or loss over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period.

Leases in which a significant portion of the risks and rewards of ownership are not transferred to
the Company as lessee are classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-
line basis over the period of the lease unless the payments are structured to increase in line with
expected general inflation to compensate for the lessor’s expected inflationary cost increases.

As a lessor

Lease income from operating leases where the Company is a lessor is recognised in income on a
straight-line basis over the lease term unless the receipts are structured to increase in line with
expected general inflation to compensate for the expected inflationary cost increases. The
respective leased assets are included in the Restated Statement of Assets and Liabilities based
on their nature.

(e) Impairment of assets

Intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment, or more frequently if events or changes in circumstances indicate that
they might be impaired. Other assets are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in
use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash inflows which are largely independent of the cash inflows
from other assets or groups of assets (cash-generating units). Non-financial assets that suffered
an impairment are reviewed for possible reversal of the impairment at the end of each reporting
period.

(f) Cash and cash equivalents

Cash and Cash equivalents includes cash on hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value. These do not include bank balances earmarked/restricted for specific purposes.

(g) Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised
cost using the effective interest method, less provision for impairment.

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(h) Investments and other financial assets

(i) Classification

The Company classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income,
or through profit or loss), and

• those measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and
the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or
other comprehensive income. For investments in debt instruments, this will depend on the
business model in which the investment is held. For investments in equity instruments, this will
depend on whether the Company has made an irrevocable election at the time of initial
recognition to account for the equity investment at fair value through other comprehensive
income. The Company reclassifies debt investments when and only when its business model for
managing those assets changes.

(ii) Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of
a financial asset not at fair value through profit or loss, transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at
fair value through profit or loss are expensed in Restated Standalone Statement of Profit or Loss.

Debt instruments

Subsequent measurement of debt instruments depends on the Company’s business model for
managing the asset and the cash flow characteristics of the asset. There are three measurement
categories into which the group classifies its debt instruments:

• Amortised cost: Assets that are held for collection of contractual cash flows where those
cash flows represent solely payments of principal and interest are measured at amortised
cost. A gain or loss on a debt investment that is subsequently measured at amortised cost
and is not part of a hedging relationship is recognised in profit or loss when the asset is
derecognised or impaired. Interest income from these financial assets is included in finance
income using the effective interest rate method.

• Fair value through other comprehensive income (FVOCI): Assets that are held for
collection of contractual cash flows and for selling the financial assets, where the assets’ cash
flows represent solely payments of principal and interest, are measured at fair value through
other comprehensive income (FVOCI). Movements in the carrying amount are taken through
OCI, except for the recognition of impairment gains or losses, interest revenue and foreign
exchange gains and losses which are recognised in profit and loss. When the financial asset
is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from
equity to profit or loss and recognised in other gains/ (losses). Interest income from these
financial assets is included in other income using the effective interest rate method.

• Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or
FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment
that is subsequently measured at fair value through profit or loss is recognised in profit or loss
and presented net in the Restated Standalone Statement of Profit and Loss within other
gains/(losses) in the period in which it arises. Interest income from these financial assets is
included in other income.

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Equity investments (other than Investments in subsidiaries, associates and joint venture)

The Company subsequently measures all equity investments at fair value. Where the Company’s
management has elected to present fair value gains and losses on equity investments in other
comprehensive income, there is no subsequent reclassification of fair value gains and losses to
profit or loss. Dividends from such investments continue to be recognised in profit or loss as other
income when the Company’s right to receive payments is established.

Changes in the fair value of financial assets at fair value through profit or loss are recognised in
other gain/ (losses) in the Restated statement of profit and loss. Impairment losses (and reversal
of impairment losses) on equity investments measured at FVOCI are not reported separately from
other changes in fair value.

Equity Investments (in subsidiaries, associates and joint venture)

Investments in subsidiaries, associates and joint venture are carried at cost less accumulated
impairment losses, if any. Where an indication of impairment exists, the carrying amount of the
investment is assessed and written down immediately to its recoverable amount. The accounting
policy on impairment of non-financial assets is disclosed in Note (e) of Annexure V. On disposal
of investments in subsidiaries, associates and joint venture, the difference between net disposal
proceeds and the carrying amounts are recognized in the statement of profit and loss.

Transition to Ind AS

Upon first-time adoption of Ind AS, the Company has elected to measure its investments in
subsidiaries, joint ventures and associates at the Previous GAAP carrying amount as its deemed
cost on the date of transition to Ind AS i.e., April 1, 2015. The Company has followed the same
accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind
AS 101) as initially adopted on transition date i.e. April 1, 2015 while preparing Proforma Restated
Standalone Financial Information for the years ended March 31, 2015, 2014, 2013 and 2012.
Accordingly, suitable restatement adjustments in the accounting heads are made to the financial
statements as of and for the years ended March 31, 2015, 2014, 2013 2012 and April 1, 2011.

(iii) Impairment of financial assets

The Company assesses on a forward looking basis the expected credit losses associated with its
assets carried at amortised cost and FVOCI debt instruments. The impairment methodology
applied depends on whether there has been a significant increase in credit risk.

For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109,
which requires expected lifetime losses to be recognised from initial recognition of the
receivables.

De-recognition of financial assets

A financial asset is de-recognised only when

• The Company has transferred the rights to receive cash flows from the financial asset or

• retains the contractual rights to receive the cash flows of the financial asset, but assumes a
contractual obligation to pay the cash flows to one or more recipients.

Where the company has transferred an asset, it evaluates whether it has transferred substantially
all risks and rewards of ownership of the financial asset. In such cases, the financial asset is de-
recognised. Where the company has not transferred substantially all risks and rewards of
ownership of the financial asset, the financial asset is not de-recognised.

Where the Company has neither transferred a financial asset nor retains substantially all risks and
rewards of ownership of the financial asset, the financial asset is de-recognised if the Company
has not retained control of the financial asset. Where the Company retains control of the financial

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asset, the asset is continued to be recognised to the extent of continuing involvement in the
financial asset.

(iv) Income recognition

Interest income

Interest income from debt instruments is recognised using the effective interest rate method. The
effective interest rate is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial assets to the gross carrying amount of a financial asset. When
calculating the effective interest rate, the Company estimates the expected cash flows by
considering all the contractual terms of the financial instrument but does not consider the
expected credit losses.

Dividends

Dividends are recognised in profit and loss only when the right to receive payment is established,
it is probable that the economic benefits associated with the dividend will flow to the Company,
and the amount of the dividend can be reliably measured.

(i) Financial liabilities

(i) Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the
substance of the contractual arrangements entered into and the definitions of a financial liability
and an equity instrument.
(ii) Initial recognition and measurement
Financial liabilities are recognised when the Company becomes a party to the contractual
provisions of the instrument. Financial liabilities are initially measured at the amortised cost unless
at initial recognition, they are classified as fair value through profit and loss.

(iii) Subsequent measurement

Financial liabilities are subsequently measured at amortised cost using the effective interest rate
method. Financial liabilities carried at fair value through profit or loss are measured at fair value
with all changes in fair value recognised in the statement of profit and loss.

(iv) Derecognition

A financial liability is derecognised when the obligation specified in the contract is discharged,
cancelled or expires.

(j) Derivatives

Derivatives are initially recognised at fair value on the date a derivative contract is entered into
and are subsequently re-measured to their fair value at the end of each reporting period.

(k) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the Restated
Statement of Assets and Liabilities where there is a legally enforceable right to offset the
recognised amounts and there is an intention to settle on a net basis or realise the asset and
settle the liability simultaneously. The legally enforceable right must not be contingent on future
events and must be enforceable in the normal course of business and in the event of default,
insolvency or bankruptcy of the Company or the counterparty.

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(l) Property, plant and equipment (including CWIP)

Freehold land is carried at historical cost of acquisition. All other items of property, plant and
equipment are stated at historical cost less depreciation. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset,
as appropriate, only when it is probable that future economic benefits associated with the item will
flow to the Company and the cost of the item can be measured reliably. The carrying amount of
any component accounted for as a separate asset is derecognised when replaced. All other
repairs and maintenance are charged to profit or loss during the reporting period in which they are
incurred.

Transition to Ind AS

On transition to Ind AS, the Company has elected to continue with the carrying value of all of its
property, plant and equipment recognised as at April 1, 2015 measured as per the previous Indian
GAAP and use that carrying value as the deemed cost of the property, plant and equipment. The
Company has followed the same accounting policy choices (both mandatory exceptions and
optional exemptions availed as per Ind AS 101) as initially adopted on transition date i.e. April 1,
,2015 while preparing Proforma Restated Standalone Financial Information for the years ended
March 31, 2015, 2014, 2013 and 2012. Accordingly, suitable restatement adjustments in the
accounting heads are made to the financial statements as of and for the years ended March 31,
2015, 2014, 2013, 2012 and April 1, 2011.

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Depreciation methods, estimated useful lives and residual value

Depreciation is calculated using the straight-line method to allocate their cost, net of their residual
values, over their estimated useful lives or, in the case of certain leased furniture, fittings and
equipment, the shorter lease term as follows:

Building 60 years

Furniture and fixture 5 to 10 years

Office equipment 4 to 5 years

Electrical equipment 10 years

Computer systems office automation 3 years

Computer systems – others 4 years

Computer software 4 years

Telecommunication systems 4 years

Trading systems 4 years

The property, plant and equipment including land acquired under finance leases is depreciated
over the asset's useful life or the lease term if there is no reasonable certainty that the Company
will obtain ownership at the end of the lease term.

The useful lives have been determined based on technical evaluation done by the management’s
expert which are higher than those specified by Schedule II to the Companies Act, 2013, in order
to reflect the actual usage of the assets. The residual values are not more than 5% of the original
cost of the asset. The asset’s residual values and useful lives are reviewed, and adjusted on a
prospective basis if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's
carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount and
are included in profit or loss

Depreciation on assets purchased / disposed off during the year is provided on pro rata basis with
reference to the date of additions / deductions.

Fixed assets whose aggregate cost is Rs. 5,000 or less are depreciated fully in the year of
acquisition.
(m) Investment properties
Property that is held for long-term rental yields or for capital appreciation or both, and that is not
occupied by the Company, is accounted as investment property. Investment property is measured
initially at its cost, including related transaction costs.
Investment properties are depreciated using the straight-line method over their estimated useful
lives. Investment properties generally have a useful life of 60 years. The useful life has been
determined based on technical evaluation performed by the management’s expert.

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Transition to Ind AS

On transition to Ind AS, the Company has elected to continue with the carrying value of all of its
investment properties recognised as at April 1, 2015 measured as per the previous Indian GAAP
and use that carrying value as the deemed cost of investment properties. The Company has
followed the same accounting policy choices (both mandatory exceptions and optional
exemptions availed as per Ind AS 101) as initially adopted on transition date i.e. April 1, 2015
while preparing Proforma Restated Standalone Financial Information for the years ended March
31, 2015, 2014, 2013 and 2012. Accordingly, suitable restatement adjustments in the accounting
heads are made to the financial statements as of and for the years ended March 31, 2015, 2014,
2013, 2012 and April 1, 2011.

(n) Intangible assets

Costs associated with maintaining software programmes are recognised as an expense as

incurred. Development costs that are directly attributable to the design and testing of identifiable
and unique software products controlled by the Company are recognised as intangible assets
when the following criteria are met:

• it is technically feasible to complete the software so that it will be available for use

• management intends to complete the software and use or sell it

• there is an ability to use or sell the software

• it can be demonstrated how the software will generate probable future economic benefits

• adequate technical, financial and other resources to complete the development and to use or
sell the software are available, and

• the expenditure attributable to the software during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the software include employee costs and
an appropriate portion of relevant overheads.

Capitalised development costs are recorded as intangible assets and amortised from the point at
which the asset is available for use.

Computer software is amortised over a period of 4 years.

Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all of
intangible assets recognised as at April 1, 2015 measured as per the previous GAAP and use that
carrying value the deemed cost of intangible assets. The Company has followed the same
accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind
AS 101) as initially adopted on transition date i.e. April 1, ,2015 while preparing Proforma Restated
Standalone Financial Information for the years ended March 31, 2015, 2014, 2013 and 2012.
Accordingly, suitable restatement adjustments in the accounting heads are made to the financial
statements as of and for the years ended March 31, 2015, 2014, 2013, 2012 and April 1, 2011.

(o) Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the
end of financial period which are unpaid. Trade and other payables are presented as current
liabilities unless payment is not due within 12 months after the reporting period. They are
recognised initially at their fair value and subsequently measured at amortised cost using the
effective interest method.

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(p) Provisions
Provisions for legal claims and discounts/incentives are recognised when the Company has a
present legal or constructive obligation as a result of past events, it is probable that an outflow of
resources will be required to settle the obligation and the amount can be reliably estimated.
Provisions are not recognised for future operating losses.

At the end of each reporting period, provisions are measured at the present value of
management’s best estimate of the expenditure required to settle the present obligation at a future
date. . The discount rate used to determine the present value is a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the liability. The increase
in the provision due to the passage of time is recognised as interest expense.

(q) Contingent Liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the
existence of which will be confirmed only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the Company or a present obligation that
arises from past events where it is either not probable that an outflow of resources will be required
to settle the obligation or a reliable estimate of the amount cannot be made.

(r) Employee benefits

(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be
settled wholly within 12 months after the end of the period in which the employees render the
related service are the amounts expected to be paid when the liabilities are settled. Short term
employee benefits are recognised in Restated Statement of profit and loss in the period in
which the related service is rendered. The liabilities are presented as current employee benefit
obligations in the Restated Standalone Statement of Assets and Liabilities.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave are not expected to be settled wholly within 12 months after the
end of the period in which the employees render the related service. They are therefore
measured as the present value of expected future payments to be made in respect of services
provided by employees up to the end of the reporting period using the projected unit credit
method. The benefits are discounted using the market yields at the end of the reporting period
that have terms approximating to the terms of the related obligation. Remeasurements as a
result of experience adjustments and changes in actuarial assumptions are recognised in profit
or loss.

The obligations are presented as current liabilities in the Restated Standalone Statement of
Assets and Liabilities since the company does not have an unconditional right to defer
settlement for at least twelve months after the reporting period, regardless of when the actual
settlement is expected to occur.

(iii) Post-employment obligations

The Company operates the following post-employment schemes:

(a) defined benefit plans such as gratuity, and

(b) defined contribution plans such as provident fund and superannuation.

Gratuity obligations

The Company has maintained a Group Gratuity Cum Life Assurance Scheme with the Life
Insurance Corporation of India (LIC) towards which it annually contributes a sum determined

355
 National Stock Exchange of India Limited

Annexure V - Basis of Preparation and Significant Accounting Policies

by LIC. The liability or asset recognised in the Restated Standalone Statement of Assets and
Liabilities in respect of defined benefit gratuity plans is the present value of the defined benefit
obligation at the end of the reporting period less the fair value of plan assets. The defined
benefit obligation is calculated annually by actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated
future cash outflows by reference to yields on government securities at the end of the reporting
period that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the
defined benefit obligation and the fair value of plan assets. This cost is included in employee
benefit expense in the statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in
actuarial assumptions are recognised in the period in which they occur, directly in other
comprehensive income. They are included in retained earnings in the statement of changes in
equity and in the Restated Standalone Statement of Assets and Liabilities.
Changes in the present value of the defined benefit obligation resulting from plan amendments
or curtailments are recognised immediately in profit or loss as past service cost.

(iv) Defined contribution plans

Provident fund

The Company has established ‘National Stock Exchange of India Limited Employee Provident
Fund Trust’ to which both the employee and the employer make monthly contribution equal to
12% of the employee’s basic salary, respectively. Such contribution to the provident fund for all
employees, are charged to the profit and loss. In case of any liability arising due to shortfall
between the return from its investments and the administered interest rate, the same is
provided for by the Company.

Superannuation

Superannuation benefits for employees designated as chief managers and above are covered
by Company policies with the Life Insurance Corporation of India. Company’s contribution
payable for the year is charged to profit and loss. There are no other obligations other than the
annual contribution payable.

(v) Bonus plans

The Company recognises a liability and an expense for bonuses. The Company recognises a
provision where contractually obliged or where there is a past practice that has created a
constructive obligation.

(s) Contributed equity

Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as
a deduction, net of tax, from the proceeds.

(t) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no
longer at the discretion of the entity, on or before the end of the reporting period but not distributed
at the end of the reporting period.

356
 National Stock Exchange of India Limited

Annexure V - Basis of Preparation and Significant Accounting Policies

(u) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the company
• by the weighted average number of equity shares outstanding during the financial year,
adjusted for bonus elements and share split in equity shares issued during the year.
(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per
share to take into account:
• the after income tax effect of interest and other financing costs associated with dilutive
potential equity shares, and
• the weighted average number of additional equity shares that would have been
outstanding assuming the conversion of all dilutive potential equity shares.

(v) Core Settlement Guarantee Fund

The Company contributes to Settlement Guarantee Fund/ Core Settlement Guarantee Fund in
accordance with Securities Exchange Board of India ('SEBI') regulations. The Company
contributes 25% of its annual profits and also contributes amounts pertaining to Minimum Required
Contribution to the Core Settlement Guarantee Fund maintained by National Securities Clearing
Corporation Limited (subsidiary of the Company), which is determined as per SEBI guidelines. The
contribution to Settlement Guarantee Fund/ Core Settlement Guarantee Fund is recorded as an
expense and such amounts are separately disclosed as other current liability in balance sheet.

(w) Rounding of amounts

All amounts disclosed in the Restated Financial Information and notes have been rounded off to
the nearest millions, unless otherwise stated.

(x) Reclassification
Previous year’s figures have been reclassified / regrouped wherever necessary.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of Restated Standalone Financial Information requires the use of accounting
estimates which, by definition, will seldom equal the actual results. This note provides an overview
of the areas that involved a higher degree of judgement or complexity, and of items which are more
likely to be materially adjusted due to estimates and assumptions turning out to be different than
those originally assessed. Detailed information about each of these estimates and judgements is
included in relevant notes together with information about the basis of calculation for each affected
line item in the Restated Standalone Financial Information.

The areas involving critical estimates or judgements are:

Estimation of fair value of unlisted securities Note 40 in Annexure VI
Estimation of useful life of intangible asset Note 3 in Annexure VI
Estimation of defined benefit obligation Note 30 (ii) in Annexure VI
Estimation of contingent liabilities refer Note 34 in Annexure VI

Estimates and judgements are continually evaluated. They are based on historical experience and
other factors, including expectations of future events that may have a financial impact on the
Company and that are believed to be reasonable under the circumstances.

357
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to Restated Standalone Financial Information
Note 2 : Property, plant and equipment
(`
` in millions)
Electrical Computer
Owned Office Furniture & Computer Tele-communication Capital work
Freehold land Leasehold land equipment & Trading systems systems office Total
building* equipments fixtures systems others systems in progress
installations automation
Half year ended 30.09.2016
Gross carrying amount
Cost as at 01.04.2016 355.0 1,076.1 1,736.1 685.7 1,028.5 420.2 1,907.2 141.1 1,924.0 1,649.0 10,922.9 144.3
Additions - - - 22.7 9.7 53.0 59.7 29.4 75.1 109.3 358.9 396.3
Disposals - - - (0.7) - (1.3) - (3.7) (2.2) (3.7) (11.6) -
Transfers - - - - - - - - - - - (347.3)
Closing gross carrying amount 355.0 1,076.1 1,736.1 707.7 1,038.2 471.9 1,966.9 166.8 1,996.9 1,754.6 11,270.2 193.3

Accumumated depreciation
Accumulated depreciation as at 01.04.2016 - 264.3 346.0 493.2 342.4 247.4 1,718.5 121.0 1,151.7 1,253.3 5,937.8 -
Depreciation charge during the period - 6.5 14.6 39.3 40.8 20.0 53.9 11.8 176.2 103.6 466.6 -
Disposals - - - (0.7) - (1.3) - (3.7) (2.2) (3.7) (11.5) -
Closing accumumated depreciation - 270.8 360.6 531.8 383.2 266.1 1,772.4 129.1 1,325.7 1,353.2 6,392.9 -

Net carrying amount as at 30.09.2016 355.0 805.3 1,375.5 175.9 655.0 205.8 194.5 37.7 671.2 401.4 4,877.3 193.3

Year Ended 31.03.2016

Deemed cost as at 01.04.2015 355.0 824.8 1,428.5 161.2 601.5 170.6 273.8 26.3 652.7 379.9 4,874.3 51.5
Gross carrying amount
Cost as at 01.04.2015 355.0 1,076.1 1,749.2 575.9 875.5 393.4 1,885.7 131.7 1,498.3 1,464.1 10,004.8 51.5
Additions - - - 110.0 153.4 39.5 21.5 9.4 427.2 184.9 946.0 259.0
Disposals - - (13.1) (0.2) (0.4) (12.7) - - (1.5) - (27.9) -
Transfers - - - - - - - - - - - (166.2)
Closing gross carrying amount 355.0 1,076.1 1,736.1 685.7 1,028.5 420.2 1,907.2 141.1 1,924.0 1,649.0 10,922.9 144.3

Accumumated depreciation
Accumulated depreciation as at 01.04.2015 - 251.3 320.7 414.7 274.0 222.8 1,611.9 105.4 845.6 1,084.2 5,130.4 -
Depreciation charge during the year - 13.0 29.1 78.6 68.7 36.6 106.6 15.6 306.3 169.1 823.8 -
Disposals - - (3.8) (0.1) (0.3) (12.0) - - (0.2) - (16.4) -
Closing accumumated depreciation - 264.3 346.0 493.2 342.4 247.4 1,718.5 121.0 1,151.7 1,253.3 5,937.8 -

Net carrying amount as at 31.03.2016 355.0 811.8 1,390.1 192.5 686.1 172.8 188.7 20.1 772.3 395.7 4,985.1 144.3

Year Ended 31.03.2015 Proforma

Gross carrying amount
Cost as at 01.04.2014 343.7 1,076.1 1,749.2 541.3 530.5 372.8 1,710.2 115.6 1,116.6 1,204.9 8,760.8 103.8
Additions 11.3 - - 47.3 348.0 30.1 175.5 16.9 385.4 259.9 1,274.5 83.7
Disposals - - - (12.7) (3.0) (9.5) - (0.8) (3.7) (0.7) (30.5) -
Transfers - - - - - - - - - - - (136.0)
Closing gross carrying amount 355.0 1,076.1 1,749.2 575.9 875.5 393.4 1,885.7 131.7 1,498.3 1,464.1 10,004.8 51.5

Accumumated depreciation
Accumulated depreciation as at 01.04.2014 - 238.3 291.4 295.7 168.8 190.8 1,511.1 89.7 627.8 963.2 4,376.8 -
Depreciation charge during the year - 13.0 29.3 131.1 107.9 39.6 100.8 16.5 221.5 121.7 781.4 -
Disposals - - - (12.1) (2.7) (7.6) - (0.8) (3.7) (0.7) (27.9) -
Closing accumumated depreciation - 251.3 320.7 414.7 274.0 222.8 1,611.9 105.4 845.6 1,084.2 5,130.3 -

Net carrying amount as at 31.03.2015 355.0 824.8 1,428.5 161.2 601.5 170.6 273.8 26.3 652.7 379.9 4,874.5 51.5

Year Ended 31st March 2014 - Proforma

Gross carrying amount
Cost as at 01.04.2013 343.7 1,076.1 1,749.2 508.1 530.6 318.5 1,627.5 123.5 820.1 1,220.0 8,317.3 158.0
Additions - - - 67.8 19.4 65.1 119.2 22.2 338.7 54.9 687.2 59.3
Disposals - - - (34.6) (19.5) (10.8) (36.5) (30.1) (42.2) (70.0) (243.7) -
Transfers - - - - - - - - - - - (113.5)
Closing gross carrying amount 343.7 1,076.1 1,749.2 541.3 530.5 372.8 1,710.2 115.6 1,116.6 1,204.9 8,760.8 103.8

Accumumated depreciation
Accumulated depreciation as at 01.04.2013 - 225.3 262.9 278.0 155.4 182.5 1,431.3 104.1 497.8 878.3 4,015.6 -
Depreciation charge during the year - 13.0 28.5 46.9 26.8 17.9 116.3 15.6 169.6 153.4 588.0 -
Disposals - - - (29.2) (13.4) (9.6) (36.5) (30.0) (39.6) (68.5) (226.9) -
Closing accumumated depreciation - 238.3 291.4 295.7 168.8 190.8 1,511.1 89.7 627.8 963.2 4,376.7 -

Net carrying amount as at 31.03.2014 343.7 837.8 1,457.8 245.6 361.7 182.0 199.1 25.9 488.8 241.7 4,384.1 103.8

358
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to Restated Standalone Financial Information
Note 2 : Property, plant and equipment
(`
` in millions)
Electrical Computer
Owned Office Furniture & Computer Tele-communication Capital work
Freehold land Leasehold land equipment & Trading systems systems office Total
building* equipments fixtures systems others systems in progress
installations automation

Year Ended 31st March 2013 - Proforma

Gross carrying amount
Cost as at 01.04.2012 33.1 1,076.1 1,715.8 442.9 407.1 289.7 1,539.5 115.7 612.4 1,895.2 8,127.5 73.4
Additions 310.6 - 33.4 83.0 133.8 47.1 88.0 13.3 211.8 262.3 1,183.3 542.2
Disposals - - - (17.8) (10.3) (18.3) - (5.5) (4.1) (937.5) (993.5) -
Transfers - - - - - - - - - - - (457.6)
Closing gross carrying amount 343.7 1,076.1 1,749.2 508.1 530.6 318.5 1,627.5 123.5 820.1 1,220.0 8,317.3 158.0

Accumumated depreciation
Accumulated depreciation as at 01.04.2012 - 212.3 234.4 249.8 134.4 173.2 1,258.8 91.4 380.9 1,647.3 4,382.5 -
Depreciation charge during the year - 13.0 28.5 42.6 26.1 18.1 172.5 18.2 120.9 165.3 605.2 -
Disposals - - - (14.4) (5.1) (8.8) - (5.5) (4.0) (934.3) (972.1) -
Closing accumumated depreciation - 225.3 262.9 278.0 155.4 182.5 1,431.3 104.1 497.8 878.3 4,015.6 -

Net carrying amount as at 31.03.2013 343.7 850.8 1,486.3 230.1 375.2 136.0 196.2 19.4 322.3 341.7 4,301.7 158.0

Deemed cost as at 01.04.2011 33.1 876.8 1,509.4 148.4 254.0 105.6 434.8 33.4 224.9 438.1 4,058.5 62.1
Year Ended 31st March 2012 - Proforma
Gross carrying amount
Cost as at 01.04.2011 33.1 1,076.1 1,715.8 367.2 368.2 268.0 1,838.3 127.7 536.6 1,875.2 8,206.2 62.1
Additions - - - 80.7 42.9 39.1 107.7 6.7 121.2 59.3 457.6 319.4
Disposals - - - (5.0) (4.0) (17.4) (406.5) (18.7) (45.4) (39.3) (536.3) -
Transfers - - - - - - - - - - - (308.2)
Closing gross carrying amount 33.1 1,076.1 1,715.8 442.9 407.1 289.7 1,539.5 115.7 612.4 1,895.2 8,127.5 73.3

Accumulated depreciation as at 01.04.2011

Opening accumulated depreciation - 199.3 206.4 218.8 114.2 162.4 1,403.5 94.3 311.7 1,437.1 4,147.7 -
Depreciation charge during the year - 13.0 28.0 34.7 21.3 23.4 261.8 15.8 114.3 249.2 761.5 -
Disposals - - - (3.7) (1.1) (12.6) (406.5) (18.7) (45.1) (39.0) (526.7) -
Closing accumumated depreciation - 212.3 234.4 249.8 134.4 173.2 1,258.8 91.4 380.9 1,647.3 4,382.5 -

Net carrying amount as at 31.03.2012 33.1 863.8 1,481.4 193.1 272.7 116.5 280.7 24.3 231.5 247.9 3,745.0 73.3

During the year ended March 31, 2015 in accordance with the Companies Act, 2013, the Company has revised the useful lives of certain assets namely Building from 61.35 Years to 60 Years, Furniture and Fixture from 15 years to 10 Years, Office Equipments from 15 Years and 21
Years to 5 Years, Electrical Installations and Equipments from 15 years and 21 Years to 10 Years.

As a result of the same, the provision for depreciation for the year ended March 31, 2015 is higher by ` 167.40 millions, of which depreciation pertaining to earlier years amounting to ` 99.90 millions has been adjusted after netting of ` 34.00 millions towards deferred tax from the opening
Retained Earnings in respect of Fixed Assets where the remaining useful life of an asset is Nil as on April 01, 2014 and ` 67.50 millions has been charged to the Restated Standalone Statement of Profit and Loss for the year ended March 31, 2015. Accordingly, as the result of revision in
the useful life of certain fixed assets, the profit before tax for the year ended March 31, 2015 is lower by ` 67.50 millions.

* Includes investment property for which cost and fair value details are as follows:
(`
` in millions)
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Net carrying amount of investment property 49.8 82.1 230.9 250.4 253.0 261.4
Fair value of investment property 762.2 739.7 3,118.2 2,917.0 3,180.2 2,953.3
Depreciation 0.6 1.8 4.9 5.1 5.1 5.1
Rental income 34.9 139.0 430.6 420.4 402.2 425.2

Estimation of fair value

The Company obtains independent valuations for its investment property. The best evidence of fair value is current prices in an active market for similar property.

359
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to Restated Standalone Financial Information
Note 3 : Intangible assets
(`
` in millions)
Intangible
Computer
Assets Under
Software
Development
Half Year Ended 30.09.2016
Gross carrying amount
Cost as at 01.04.2016 1,971.1 231.1
Additions 111.5 67.8
Disposals (3.5) -
Transfers - (95.9)
Closing gross carrying amount 2,079.1 203.0
Accumumated depreciation
Accumulated depreciation as at 01.04.2016 1,545.1 -
Depreciation charge during the period 100.7 -
Disposals (3.6) -
Closing accumumated depreciation 1,642.2 -
Net carrying amount as at 30.09.2016 436.9 203.0

Year ended 31.03.2016

Deemed Cost as at 01.04.2015
Gross carrying amount 317.1 113.9
Cost as at 01.04.2015 1,654.9 113.9
Additions 316.2 359.7
Transfers - (242.5)
Closing gross carrying amount 1,971.1 231.1
Accumumated depreciation
Accumulated depreciation as at 01.04.2015 1,337.8 -
Depreciation charge during the year 207.3 -
Closing accumumated depreciation 1,545.1 -
Net carrying amount as at 31.03.2016 426.0 231.1

Year ended 31.03.2015 - Proforma

Gross carrying amount
Cost as at 01.04.2014 1,488.5 57.4
Additions 166.4 199.1
Transfers - (142.6)
Closing gross carrying amount 1,654.9 113.9
Accumumated depreciation
Accumulated depreciation as at 01.04.2014 1,161.5 -
Depreciation charge during the year 176.3 -
Closing accumumated depreciation 1,337.8 -
Net carrying amount as at 31.03.2015 317.1 113.9

Year ended 31.03.2014 - Proforma

Gross carrying amount
Cost as at 01.04.2013 1,361.6 109.7
Additions 136.0 83.7
Disposals (9.1) -
Transfers - (136.0)
Closing gross carrying amount 1,488.5 57.4
Accumumated depreciation
Accumulated depreciation as at 01.04.2013 988.4 -
Depreciation charge during the year 181.7 -
Disposals (8.7) -
Closing accumumated depreciation 1,161.4 -
Net carrying amount as at 31.03.2014 327.1 57.4

Year ended 31.03.2013 - Proforma

Gross carrying amount
Cost as at 01.04.2012 1,248.2 81.5
Additions 113.4 106.7
Transfers - (78.5)
Closing gross carrying amount 1,361.6 109.7
Accumumated depreciation
Accumulated depreciation as at 01.04.2012 823.3 -
Depreciation charge during the year 165.1 -
Closing accumumated depreciation 988.4 -
Net carrying amount as at 31.03.2013 373.2 109.7

Year ended 31.03.2012 - Proforma

Deemed Cost as at 01.04.2011 251.6 54.8
Gross carrying amount
Cost as at 01.04.2011 946.1 54.8
Additions 302.1 129.2
Transfers - (102.5)
Closing gross carrying amount 1,248.2 81.5
Accumulated depreciation - -
Accumulated depreciation as at 01.04.2011 694.6 -
Depreciation charge during the year 128.7 -
Closing gross carrying amount 823.3 -
Net carrying amount as at 31.03.2012 424.9 81.5

Significant estimate: Useful life of intangible assets under development

The Company has completed the development of software that is used in its various business processes. The Company estimates the
useful life of the software to be 4 years based on the expected technical obsolescence of such assets. However, the actual useful life
may be shorter or longer than 4 years, depending on technical innovations and competitor actions.

360
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Standalone Financial Information
Note : 4 Non-Current Investments
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Number of Number of Units Number of Number of Number of
Units (`
` in million) Units (`
` in million) (`
` in million) Units (`
` in million) Units (`
` in million) Units (`
` in million)

I Investment in equity instruments (fully paid-up)

A) Unquoted equity instruments at cost
(i) In subsidiary companies
National Securities Clearing Corporation Ltd. 4,50,00,000 56.4 4,50,00,000 56.4 4,50,00,000 56.4 4,50,00,000 56.4 4,50,00,000 56.4 4,50,00,000 56.4
NSE Strategic Investment Coporation Ltd 41,30,21,703 4,131.3 41,30,21,703 4,131.3 41,26,08,681 4,126.1 41,26,08,681 4,126.1 2,25,27,450 225.3 - -
NSE.It Ltd. - - - - - - - - 1,00,00,010 100.0 1,00,00,010 100.0
Dotex International Ltd. - - - - - - - - 1,20,00,000 6.9 1,20,00,000 6.9
National Commodity Clearing Ltd. - - - - - - - - - - 30,87,500 30.9
India Index Services & Products Ltd. - - - - - - - - - - 6,63,000 6.7
Nse Infotech Services Ltd - - - - - - - - - - 50,000 0.5

(ii) In associate companies

National Securities Depository Ltd 1,00,18,000 614.9 1,00,18,000 614.9 1,00,18,000 614.9 1,00,18,000 614.9 1,00,18,000 614.9 - -
BFSI Sector Skill Council Of India (Section 8 Company) 1,00,00,000 10.0 1,00,00,000 10.0 1,00,00,000 10.0 1,00,00,000 10.0 - - - -
NSDL e-Governance Infrastructure Limited (formerly known as National Securities - - - - - - 1,00,18,000 354.2 2,00,36,001 969.0
Depository Limited) - -
Power Exchange India Ltd - - - - - - - - 1,50,00,030 150.0 1,30,00,030 130.0

Total equity instruments 4,812.6 4,812.6 4,807.4 4,807.4 1,507.7 1,300.4

II Investments in preference shares (fully paid up)

A) Unquoted preference shares at cost
In subsidiary company
6% Non-Cumulative Compulsorily Convertible Preference Shares of NSE 41,29,71,703 4,129.7 41,29,71,703 4,129.7 41,25,58,731 4,125.6 41,25,58,731 4,125.6 2,24,77,500 224.8 - -
Strategic Investment Coporation Ltd

Total preference shares 4,129.7 4,129.7 4,125.6 4,125.6 224.8 -

Total Investment in subsidiaries and associates 8,942.3 8,942.3 8,933.0 8,933.0 1,732.5 1,300.4

B) Unquoted preference shares in Associate Company at FVPL

10% optionally convertible redeemable preference shares of Power Exchange Of - - - - - - - - 50,00,000 50.0 50,00,000 50.0
India Limited
- - - - 50.0 50.0

C) Quoted equity instruments at FVOCI

In Companies other than subsidiaries
MCX Limited 5,000 6.8 5,000 4.2 5,000 5.6 5,000 2.5 12,50,000 1,038.3 12,50,000 1,587.8

Total quoted equity instruments at FVOCI 6.8 4.2 5.6 2.5 1,038.3 1,587.8

D) Unquoted equity instruments at FVOCI

In Companies other than subsidiaries
National Commodity & Derivative Exchange Ltd. 76,01,377 1,646.8 76,01,377 1,598.6 76,01,377 1,381.5 50,67,577 898.1 50,67,577 867.3 50,67,577 602.8

Total unquoted equity instruments 1,646.8 1,598.6 1,381.5 898.1 867.3 602.8

III Investment in exchange traded funds

Quoted exchange traded funds at FVPL
Goldman Sachs Mutual Fund Bank Bees 4,98,000 975.1 4,98,000 809.4 1,60,000 290.2 - - - - - -
Goldman Sachs Mutual Fund - Cpse Etf - Growth Option 4,05,20,000 968.1 4,05,20,000 797.0 65,00,000 157.4 - - - - - -
Goldman Sachs Nifty Etf - Nifty Bees 10,26,000 901.4 10,26,000 811.9 2,80,000 238.2 - - - - - -
Icici Prudential Nifty ETF 33,90,000 296.9 33,90,000 269.9 - - - - - - - -
Kotak Mahindra Mf - Kotak Banking ETF 14,40,000 282.2 14,40,000 234.6 - - - - - - - -
R Shares Reliance Mf Banking ETF 74,500 156.7 74,500 130.9 - - - - - - - -
SBI-ETF Nifty 50 48,50,000 424.8 48,50,000 380.2 - - - - - - - -

Total exchange traded funds 4,005.2 3,433.9 685.8 - - -

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Annexure VI - Notes to the Restated Standalone Financial Information
Note : 4 Non-Current Investments
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Number of Number of Units Number of Number of Number of
Units (`
` in million) Units (`
` in million) (`
` in million) Units (`
` in million) Units (`
` in million) Units (`
` in million)

IV Investment in bonds
Quoted bonds at amortised cost
(i) Tax free bonds
7.35% Nabard 23032031 5,00,000 539.9 2,50,000 259.5 - - - - - - - -
7.64% Nabard 23-Mar-2031 4,00,000 437.8 - - - - - - - - - -
8.67 National Hydroelectric Power Corp Ltd - 02-Nov-2033 3,00,000 380.4 - - - - - - - - - -
6.86% India Infrastructure Finance Company Limited - 26 Mar 2023 2,50,000 254.0 2,50,000 245.1 - - - - - - - -
7.51% Hudco Taxfree Bonds - 16Feb2028 2,50,000 269.5 2,50,000 260.3 - - - - - - - -
8.46% Rural Electrification Corporation Limited - 24 Sep 2028 2,50,000 290.1 2,50,000 280.1 - - - - - - - -
8.67% Pfc Limited - 16 Nov 2033 2,50,000 325.7 - - - - - - - - - -
7.39% Housing & Urban Development Corp Ltd. 15 Mar 2031 2,00,000 224.4 - - - - - - - - - -
8.20 Hudco 2027 2,00,000 237.0 - - - - - - - - - -
7.18 % Indian Railway Finance Corpn Ltd - Tranche 1 - Series 1 - 19 Feb 2023 1,50,000 160.4 1,50,000 155.0 1,50,000 155.0 - - - - - -
7.43% Rural Electrification Corporation Limited 05-Nov-2035 1,00,000 110.6 - - - - - - - - - -
7.19% Housing & Urban Development Corporation Limited 28 March 2028 1,00,000 104.5 1,00,000 101.0 - - - - - - - -
7.19% India Infrastructure Finance Company Limited - 22 Jan 2023 1,00,000 105.7 1,00,000 101.7 - - - - - - - -
7.34% Indian Railway Finance Corporation Ltd 19-Feb-2028 1,00,000 108.7 1,00,000 105.1 - - - - - - - -
7.36% India Infrastructure Finance Company Limited - 22 Jan 2028 1,00,000 107.0 1,00,000 103.4 - - - - - - - -
8.40% Irfc-Taxfree-18Feb2029 1,00,000 114.3 1,00,000 118.7 - - - - - - - -
8.66% India Infrastructure Finance Company Limited 2034 1,00,000 123.6 - - - - - - - - - -
8.20% Power Finance Corporation Limited - Tranche 1 - Series 1 - 01 Feb 2022 92,718 100.4 92,718 96.7 92,718 96.7 92,718 96.8 92,718 96.8 92,718 94.5
7.40% India Infrastructure Finance Co. Ltd. 22-Jan-2033 50,000 56.9 - - - - - - - - - -
8.54% Power Finance Corp Ltd - 16-Nov-2028 50,000 62.2 - - - - - - - - - -
8.66% Ntpc Limited - 16 Dec 2033 50,000 64.8 - - - - - - - - - -
8.63% National Housing Bank - 13-Jan-2029 40,000 248.6 - - - - - - - - - -
8.20% National Highways Authority Of India - Tranche 1 - Series 1 - 25 Jan 2022 37,086 39.8 37,086 38.6 37,086 38.6 37,086 38.6 37,086 38.6 37,086 37.6
8.00 % Indian Railway Finance Corpn Ltd - Tranche 1 - Series 1 - 23 Feb 2022 32,626 35.1 32,626 33.8 32,626 33.8 32,626 33.8 32,626 33.8 32,626 32.9
7.28% National Highways Authority Of India Sep 2030 950 985.7 950 988.2 - - - - - - - -
7.19% Indian Railway Finance Corporation Ltd - 31 Jul 2025 450 466.0 450 472.8 - - - - - - - -
8.46% National Housing Bank - Series V - 2028 300 329.3 250 281.2 50 52.5 50 52.5 - - - -
7.15% Ntpc Limited - 21 Aug 2025 200 204.6 150 156.8 - - - - - - - -
8.46% India Infrastructure Finance Company Limited - 30 Aug 2028 200 221.9 200 230.9 - - - - - - - -
8.35% Indian Railway Finance Corporation Ltd Tax Free 21-Nov-2023 150 155.8 150 162.1 150 167.1 150 154.5 - - - -
8.48% India Infrastructure Finance Company Limited 05 Sep 2028 150 165.3 150 172.1 - - - - - - - -
8.63% Ntpc Limited - 04 Mar 2029 150 186.3 - - - - - - - - - -
6.89% National Housing Bank 2023 100 105.5 - - - - - - - - - -
7% Hudco Taxfree Bond Oct25 100 106.9 100 103.4 - - - - - - - -
7.07% Hudco Taxfree Bonds 01Oct25 100 107.1 100 103.5 - - - - - - - -
7.21% Rural Electrification Corporation Limited -21 Nov 2022 100 108.5 - - - - - - - - - -
8.46% Rural Electrification Corporation Limited - Non Convertible Bonds - 2028 50 50.4 50 52.5 50 52.5 50 52.5 - - - -
7.18% Indian Railway Finance Corporation Limited 19-Feb-23 - - - - - - 1,50,000 155.0 1,50,000 151.3 - -
6.05% Indian Railway Finance Corporation Limited - Series 73 - 20 Dec 2015 - - - - - - 500 51.4 500 51.4 500 51.4
6.00% Indian Railway Finance Corporation Limited Series 68Th-08 March 2015 - - - - - - - - 1,000 102.8 1,000 102.8
9% Indian Railway Finance Corporation - 28 Feb 2015 - - - - - - - - 100 107.1 100 108.5
6.85% India Infrastructure Finance Company Limited - Series I - 22 Jan 2014 - - - - - - - - - - 6,596 671.2
6.85% India Infrastructure Finance Company Limited - Series Ii - 20 Mar 2014 - - - - - - - - - - 3,175 319.6
8.09% - Power Finance Corporation - Series 80 A - 25 Nov 2021 - - - - - - - - - - 1,500 154.1
5.25% Nuclear Power Corporation Of India Limited - 23-Mar-14 - - - - - - - - - - 100 100.0
5.5% Nuclear Power Corporation Of India Limited - 14-Aug-2013 - - - - - - - - - - 200 20.7

Total tax free bonds 7,694.7 4,622.5 596.2 635.1 581.8 1,693.3

362
Annexure VI - Notes to the Restated Standalone Financial Information
Note : 4 Non-Current Investments
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Number of Number of Units Number of Number of Number of
Units (`
` in million) Units (`
` in million) (`
` in million) Units (`
` in million) Units (`
` in million) Units (`
` in million)

(ii) Taxable bonds

8.95% Nabard Txb 01 Jan 2018 2,500 45.1 2,500 42.9 2,500 39.1 2,500 36.0 - - - -
8.80% Power Grid Corporation Of India Limited - 13 Mar 2023 500 527.6 500 505.8 400 404.4 750 750.6 - - - -
8.39% Power Finance Corporation Limited - 19 April 2025 250 259.2 250 248.6 - - - - - - - -
8.82% Rural Electrification Corporation Limited - Sr 114 - 12 Apr 2023 150 157.4 150 164.1 150 164.2 600 642.8 - - - -
11.25% Power Finance Corporation Limited - 28 Nov 2018 100 113.5 100 108.8 100 110.6 100 112.2 100 113.8 - -
8.40% Power Grid Corporation Of India Limited - 27 May 2024 50 51.0 50 53.0 - - - - - - - -
8.33% Union Bank 19 May 2016 - - - - 100 103.0 100 103.0 - - - -
7.87% Export Import Bank Of India - 16 May 2016 - - - - 250 265.8 250 264.5 - - - -
8.78% Power Finance Corporation Limited - 11 Dec 2016 - - - - 5 5.1 - - - - - -
8.84% Power Finance Corporation Limited - 04 Mar 2023 - - - - - - 100 101.0 - - - -
8.5 % Export Import Bank Of India Sr Q07 - Txb - 08-Jul-2023 - - - - - - 100 101.4 - - - -
8.88% National Bank For Agricultural Rural Developent Sr-Xiii O 25 Sep 2015 - - - - - - 100 104.4 - - - -
9.14% Infrastructure Development Finance Company Limited - 27 Jan 2016 - - - - - - 100 101.5 - - - -
9.25% Rural Electrification Corporation Limited - Sr 109 - 27 Aug 2017 - - - - - - 100 107.1 - - - -
9.33% Export Import Bank Of India 24-Oct-2018 - - - - - - 100 102.9 - - - -
9.38% Rural Electrification Corporation Limited 06-Nov-2018 - - - - - - 100 103.8 - - - -
9.43% Indian Railway Finance Corporation Ltd - Txb - 23 May 2018 - - - - - - 150 157.4 - - - -
9.50% Export Import Bank Of India Sr-Q-16 Bond 09Oct18 - - - - - - 150 155.9 - - - -
9.61% Rural Electrification Corporation Limited - 03 Jan 2019 - - - - - - 150 154.0 - - - -
9.70% Export Import Bank Of India 21-Nov-2018 - - - - - - 250 260.2 - - - -
9.81% Power Finance Corporation Ltd. Sr-109 - Txb - 07-Oct-2018 - - - - - - 250 265.9 - - - -
9.81% Power Finance Corporation Ltd.-Txb Bonds-07-Oct-2018 - - - - - - 250 264.5 - - - -
9.66% Power Finance Corporation Limited - 15 Apr 2017 - - - - - - - - 100 111.1 - -
9.70% Power Finance Corporation Ltd - 15 Dec 2018 - - - - - - - - 50 53.0 - -

Total taxable bonds 1,153.8 1,123.2 1,092.2 3,889.1 277.9 -

Unquoted bonds at amortised cost

(iii) Taxable bonds
6 % National Highways Authority Of India - Txb - 2017 - - - - 500 5.3 500 5.0 - - - -

Total taxable bonds - - 5.3 5.0 - - -

Total bonds 8,848.5 5,745.7 1,693.7 4,529.2 859.7 1,693.3

V Investment in debentures
Quoted debenture at amortised cost
8.58% Infrastructure Leasing & Financial Services Limited - 01 Dec 2018 2,50,000 267.9 2,50,000 257.2 - - - - - - - -
8.70% Il&Fs Financial Services Limited-Ncd--30-Sep-2018 2,50,000 250.1 2,50,000 260.9 - - - - - - - -
8.74% Infrastructure Leasing & Financial Services Limited - 10 Aug 2018 2,50,000 253.1 2,50,000 264.0 - - - - - - - -
8.90% Il&Fs Financial Services Limited-Deb-21-Mar-2019 2,50,000 261.8 2,50,000 250.7 - - - - - - - -
0% Infrastructure Leasing & Financial Services Limited - 10 Apr 2018 1,50,000 169.4 1,50,000 162.2 - - - - - - - -
8.77% Icici Home Finance Co. Ltd.-Deb-21122018 500 261.5 500 250.5 - - - - - - - -
8.80% Icici Home Finance - 15Th Nov 2017 500 270.3 - - - - - - - - - -
8.80% Kotak Mahindra Prime Limited - 26 Jun 2018 450 453.9 200 462.7 - - - - - - - -
8.71% Can Fin Homes Ltd - 07 Aug 2018 350 354.6 350 369.8 - - - - - - - -
8.48% Hdb Financial Services Limited - 13-May-2019 250 256.9 - - - - - - - - - -
8.80% Kotak Mahindra Prime Limited - 15 Mar 2018 150 152.6 150 159.1 - - - - - - - -
8.80% Kotak Mahindra Prime Limited 10 Jul 2018 150 157.9 400 175.6 - - - - - - - -
8.71% Hdb Financial Services Limited - 20 Oct 2018 100 101.2 100 105.6 - - - - - - - -

363
Annexure VI - Notes to the Restated Standalone Financial Information
Note : 4 Non-Current Investments
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of Number of Number of Units Number of Number of Number of
Units (`
` in million) Units (`
` in million) (`
` in million) Units (`
` in million) Units (`
` in million) Units (`
` in million)

8.80% Can Fin Homes Ltd - Deb - 02 Jul 2018 100 102.2 100 106.6 - - - - - - - -
10.25% Mahindra & Mahindra Financial Services Limited-Deb-08-Oct-2018 50 56.4 50 54.2 - - - - - - - -
9.05% Fullerton India Credit Comapny Limited - 30 April 2018 - Series 33-A 50 51.9 50 54.2 - - - - - - - -
8.70% Kotak Mahindra Investment Ltd 11 Aug 2017 - - 250 263.8 - - - - - - - -
8.74% Infrastructure Leasing & Financial Services Limited - 10 Aug 2017 - - 1,00,000 105.9 - - - - - - - -
8.90% Kotak Mahindra Investment Ltd Ncd - 11 Sep 2017 - - 250 262.3 - - - - - - - -
9.00% Reliance Capital Limited 28 July 2017 - - 250 265.1 - - - - - - - -
9.65% Il&Fs Financial Services Limited - Deb - 18 Sep 2017 - - 2,50,000 262.9 2,50,000 262.9 - - - - - -
8.75% Mahindra & Mahindra Financial Services Limited - 31 Jul 2017 - - 400 423.5 - - - - - - - -
8.75% Mahindra & Mahindra Financial Services Limited - Aug 2017 - - 50 52.8 - - - - - - - -
8.8075% Mahindra & Mahindra Financial Services Limited - 15 May 2017 - - 250 268.2 - - - - - - - -
0% Hdfc - Deb - 16-Jan-2017 - - - - 250 335.7 - - - - - -
10.05% Hdb Financial Services Limited - Ncd 10-Feb-2017 - - - - 50 50.8 150 152.1 - - - -
10.17% Hdb Financial Services Limited - 11 Nov 2016 - - - - 350 363.6 - - - - - -
8.54% Hdb Financial Services Limited - 03 Jun 2016 - - - - 250 265.4 - - - - - -
9.71% Tata Sons Limited - 13 Dec 2016 - - - - 250 258.1 - - - - - -
10.60% Lic Housing Finance - Deb - 06-Sept-2016 - - - - 750 804.8 - - - - - -
9.55% Housing Development Finance Corporation Ltd - Ncd - 07 Sep 2015 - - - - - - 50 52.9 50 53.0 - -
9.5553% Hdb Financial Services Limited - Ncd - 25 Sep 2015 - - - - - - 100 110.6 - - - -
9.60% Housing Development Finance Corporation Ltd - 18-Jul-15 - - - - - - 200 214.2 200 214.6 - -
9.78% Tata Sons Limited - Ncd - 23 Jul 2015 - - - - - - 250 268.7 - - - -
9.90 % Tata Sons Limited 2016 - - - - - - 150 152.2 - - - -
Hdfc Limited - Sr J 026 - 9.58 - Ncd - 29 Aug 2015 - - - - - - 250 263.6 - - - -
8.85% Infrastructure Development Finance Company Limited - Ncd - 27 Jan 2016 - - - - - - 200 204.0 - - - -

9.70% Housing Development Finance Corporation Ltd - Ncd 16 Apr 2015 - - - - - - - - 250 275.2 - -

Total debentures 3,421.7 4,837.8 2,341.3 1,418.3 542.8 -

VI Investment in government securities

Quoted investment in government securities at FVOCI
8.60% Government Of India - 02 Jun 2028 1,70,000 1,944.9 2,20,000 2,394.6 1,70,000 1,866.6 - - - - - -
9.20% Government Of India - 30 Sep 2030 1,30,000 1,529.8 1,30,000 1,437.9 1,30,000 1,454.0 - - - - - -
8.40% Government Of India - 28 Jul 2024 80,000 876.1 80,000 844.0 80,000 846.8 - - - - - -
7.72% Government Of India 25 May 2025 50,000 536.4 5,25,000 5,406.9 - 0.1 - - - - - -
8.72% Ap Sdl 06 Feb 2023 25,000 275.5 25,000 264.8 25,000 263.2 25,000 247.0 - - - -
8.15% Government Of India - 24 Nov 2026 15,000 165.8 15,000 158.4 15,000 159.1 - - - - - -
8.67% Maharashtra Sdl 24Feb2026 5,000 55.8 5,000 52.4 - - - - - - - -
9.23% Government Of India - 23 Dec 2043 - - 1,60,000 1,860.4 1,60,000 1,886.0 - - - - - -
7.88% Government Of India - 19-Mar-2030 - - 25,000 251.8 - - - - - - - -
8.83% Government Of India - 25 Nov 2023 - - - - - - 10,000 103.2 - - - -
8.33% Government Stock 09 Jul 2026 - - - - - - - 10,000 103.9 - -
8.20% Government Security 2025 - 24-Sep-25 - - - - - - - - 5,000 50.6 - -

Total government securities 5,384.3 12,671.2 6,475.8 350.2 154.5 -

VII MUTUAL FUNDS

Quoted investments in mutual funds at FVPL
Sundaram Fixed Term Plan Cq 370 Days Growth - 04-Apr-13 - - - - - - - - - - 40,00,000 40.2

- - - - - 40.2

Total Investment other than in subsidiaries and associates 23,313.3 28,291.4 12,583.7 7,198.3 3,512.6 3,974.1

Total non-current investments 32,255.6 37,233.7 21,516.7 16,131.3 5,245.1 5,274.5

Aggregate amount of quoted investments and market value thereof 21,666.6 26,692.7 11,196.9 6,295.2 2,595.3 3,321.3
Aggregate amount of unquoted investments 10,589.0 10,541.0 10,319.8 9,836.1 2,649.8 1,953.2

364
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Standalone financial information
5 Other financial assets (non-current) ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Non-current bank balances
Fixed deposits with maturity for more than 12 months 1,435.9 2,268.8 5,123.4 6,104.3 6,503.6 6,188.9
Earmarked fixed deposits with maturity for more than 12 months * 165.9 539.8 358.8 19.3 363.4 73.3
Total 1,601.8 2,808.6 5,482.2 6,123.6 6,867.0 6,262.2

Others
Security deposit for utilities and premises 21.4 21.6 18.3 17.3 21.6 20.8
Interest accrued on bank deposits 175.1 209.9 153.0 518.0 192.8 247.8
Total 196.5 231.5 171.3 535.3 214.4 268.6

Total 1,798.3 3,040.1 5,653.5 6,658.9 7,081.4 6,530.8

* Earmarked deposits are restricted and includes deposits towards listing entities, defaulter members , investor services fund and other restricted deposits.

6 Other financial assets (current) ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Interest accrued on bank deposits 222.7 948.3 1,298.3 2,124.7 2,002.4 1,254.2
Other receivables 139.0 50.8 34.9 42.2 44.4 85.3
Total 361.7 999.1 1,333.2 2,166.9 2,046.8 1,339.5

7 Other non-current assets ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma

Capital advances 9.3 12.5 93.7 50.8 29.0 40.5

Prepaid expenses 52.4 20.5 38.7 37.6 11.9 3.9
Securities Transaction Tax paid * 105.9 105.9 105.9 105.9 105.9 105.9
Total 167.6 138.9 238.3 194.3 146.8 150.3

*Securities Transaction Tax ("STT") paid represents amounts recovered by tax authorities towards STT, interest and penalty thereon recoverable from few members and ad-hoc STT, interest and penalty thereon which is disputed by the Company. The Company has
recovered an amount of ` 53.9 million against the STT paid to tax authorities from the respective members and which is held as a deposit and disclosed under other non current liabilities (Refer note: 22). The contingent liability of ` 67.6 million net of recoveries
from members amounting to ` 53.9 million disclosed under contingent liability (Refer note: 34 (d))

8 Other current assets ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma

Advance recoverable in cash or kind 75.1 46.4 62.8 68.8 59.0 46.7
Balances with service tax authorities 94.7 78.2 89.1 162.0 107.1 81.3
Prepaid expenses 367.1 256.1 124.2 100.3 95.5 107.2
Advances to related parties (refer note no.32) 309.1 347.6 251.1 248.9 206.3 85.4
Other receivables - - - 210.1 220.2 -
Total 846.0 728.3 527.2 790.1 688.1 320.6

365
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Standalone Financial information
Note 9 : Current Investments
31.03.2015 31.03.2014 31.03.2013 31.03.2012
30.09.2016 31.03.2016
Proforma Proforma Proforma Proforma
Number of Number of Units Number of Units Number of Number of Units Number of
Units (`
` in million) (`
` in million) (`
` in million) Units (`
` in million) (`
` in million) Units (`
` in million)

I Current portion of long term investments

A) Investment in equity shares

In Subsidiary Companies - at cost
National Commodity Clearing Ltd. * - - - - - - - - 30,87,500 30.9 - -

- - - - 30.9 -

B) Invetsment in bonds
(i) Quoted bonds at amortised cost
Taxable bonds
6 % National Highways Authority Of India - Txb - 2017 500 5.5 500 5.3 - - - - - - - -
7.87% Export Import Bank Of India - 16 May 2016 250 - 250 267.1 - - - - - - - -
8.78% Power Finance Corporation Limited - 11 Dec 2016 5 5.3 5 5.1 - - - - - - - -
8.33% Union Bank 19 May 2016 - - 100 103.0 - - - - - - - -
8.88% National Bank For Agricultural Rural Developent Sr-Xiii O 25 Sep 2015 - - - - 100 104.5 - - - - - -
9% Mahindra & Mahindra Financial Services Limited - 04 May 2015 - - - - 150 175.7 - - - - - -
9.14% Infrastructure Development Finance Company Limited - 15 Jan 2016 - - - - 100 101.2 - - - - - -
7.10 % Power Finance Corporation - 15-Jul-12 - - - - - - - - - - - -
6.35% Export Import Bank Of India - Sr G6 - 16 Jul 13 - - - - - - - - 1 10.4 - -
9.45% Rural Electrification Corporation Ltd - Ncd - 04 Apr 2013 - - - - - - - - 184 189.8 - -
9.48% Infrastructure Development Finance Company Limited - 14 Oct 2013 - - - - - - - - 250 257.1 - -
5.5% Nuclear Power Corporation Of India Limited - 14-Aug-2013 - - - - - - - - 200 20.8 - -
7.10% Power Finance Corporation 2012 Taxable Series 67 Bonds - - - - - - - - - - 20 21.0

Total taxable bonds 10.8 380.5 381.4 - - 478.1 21.0

(ii) Taxfree bonds

6.05% Indian Railway Finance Corporation Limited - Series 73 - 20 Dec 2015 - - - - 500 51.4 - - - - - -
6.00% Indian Railway Finance Corporation Limited Series 68Th - 08 March 2015 - - - - - - 1,000 102.8 - - - -
9% Indian Railway Finance Corporation - 28 Feb 2015 - - - - - - 100 105.7 - - - -
6.85% India Infrastructure Finance Company Limited - Series I - 22 Jan 2014 - - - - - - - - 6,596 669.4 - -
6.85% India Infrastructure Finance Company Limited - Series Ii - 20 Mar 2014 - - - - - - - - 3,175 318.9 - -
5.25% Nuclear Power Corporation Of India Limited - 23-Mar-2014 - - - - - - - - 100 104.3 - -

Total taxfree bonds - - 51.4 208.5 1,092.6 -

Total bonds 10.8 380.5 432.8 - 208.5 - 1,570.7 - 21.0

II Investment in debentures
A) (i) Quoted debentures at amortised cost
9.65% Il&Fs Financial Services Limited - Deb - 18 Sep 2017 2,50,000 250.8 - - - - - - - - - -
8.74% Infrastructure Leasing & Financial Services Limited - 10 Aug 2017 1,00,000 101.3 - - - - - - - - - -
10.95% Fullerton India Credit Comapny Limited - 07-Oct-2016 1,200 663.6 1,200 636.4 - - - - - - - -
10.25% Tata Motors Finance Ltd - Deb - 20-Mar-2017 750 906.7 - - - - - - - - - -
9.80% Bajaj Finance Limited - 17 Oct 2016 500 546.3 300 314.7 - - - - - - - -
8.33% Icici Home Finance -09-June-2017 500 268.6 - - - - - - - - - -
9.35 Piramal Enterpirses Ltd - 24 July 2017 500 511.8 - - - - - - - - - -
9.68% Tata Sons Limited - Deb - 10-Jan-2017 400 428.3 400 410.0 - - - - - - - -
8.75% Mahindra & Mahindra Financial Services Limited - 31 Jul 2017 400 405.9 - - - - - - - - - -
10.17% Hdb Financial Services Limited - 11 Nov 2016 350 379.4 350 362.3 - - - - - - - -
9% Tata Capital Financial Ser. Ltd - 24-May-2017 350 361.9 - - - - - - - - - -
0% Tata Capital Financial Services Limites March 17 300 344.0 - - - - - - - - - -
9.75% Hdfc - Deb - 10-Oct-2016 250 273.3 250 261.9 - - - - - - - -
9.25% Hdfc Ltd - Deb - 21Oct2016 250 271.4 250 260.1 - - - - - - - -
9.25% Dewan Housing Finance Limited - 7-Dec-2016 250 268.7 - - - - - - - - - -
9.71% Tata Sons Limited - 13 Dec 2016 250 269.5 250 257.6 - - - - - - - -
0% Hdfc - Deb - 16-Jan-2017 250 386.2 250 368.6 - - - - - - - -
8.80% Kotak Mahindra Investment Ltd - 28 Feb 2017 250 251.9 250 262.9 - - - - - - - -
9.40% Dewan Hsg Finance Corp.- 30/03/2017 250 262.5 - - - - - - - - - -
9.15 Piramal Enterprises Limited 10-Apr-2017 250 260.1 - - - - - - - - - -
8.8075% Mahindra & Mahindra Financial Services Limited - 15 May 2017 250 257.5 - - - - - - - - - -
9.00% Reliance Capital Limited 28 July 2017 250 253.8 - - - - - - - - - -

366
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Standalone Financial information
Note 9 : Current Investments
31.03.2015 31.03.2014 31.03.2013 31.03.2012
30.09.2016 31.03.2016
Proforma Proforma Proforma Proforma
Number of Number of Units Number of Units Number of Number of Units Number of
Units (`
` in million) (`
` in million) (`
` in million) Units (`
` in million) (`
` in million) Units (`
` in million)

8.70% Kotak Mahindra Investment Ltd 11 Aug 2017 250 252.8 - - - - - - - - - -

8.90% Kotak Mahindra Investment Ltd Ncd - 11 Sep 2017 250 251.2 - - - - - - - - - -
9.16 Bajaj Finance Limited - 11 Nov 2016 200 216.1 - - - - - - - - - -
10.95% Dewan Housing Finance Limited 200 208.4 - - - - - - - - - -
10% Fullerton India Credit Company Limited - 16-Jan-2017 100 107.3 - - - - - - - - - -
9.20% L&T Finance - 15-Feb-2017 100 266.4 - - - - - - - - - -
9.58% Sundaram Bnp Paribas Home Finance Limited 10 Oct 2016 50 54.6 50 52.3 - - - - - - - -
10.05% Hdb Financial Services Limited - Ncd 10-Feb-2017 50 53.2 50 50.8 - - - - - - - -
8.75% Mahindra & Mahindra Financial Services Limited - Aug 2017 50 50.7 - - - - - - - - - -
9.95% L&T Finance Company Limited - 28 Oct 2016 40 109.1 40 104.7 - - - - - - - -
0% Dewan Housing Finance Corp. Ltd - 26/04/2017 40 51.7 - - - - - - - - - -
11.60% Shriram Transport Finance Company Limited - 11 July 2016 - - 1,50,000 151.0 - - - - - - - -
9.65% Shriram Transport Finance Company Limited - 31 Jul 2016 - - 2,50,000 250.5 - - - - - - - -
5% Dewan Housing Finance Corporation Ltd - 06 May 2016 - - 600 695.2 - - - - - - - -
9.90%Dewan Housing -Debenture - 06May2016 - - 150 150.0 - - - - - - - -
9.3450% L&T Finance Company Limited - 13 May 2016 - - 100 268.4 - - - - - - - -
8.90% L&T Finance Company Limited - 20 May 2016 - - 150 190.6 - - - - - - - -
0% Shriram Transport Finance Co Ltd – 24 May 2016 - - 50 63.4 - - - - - - - -
9.65% Tata Capital Financial Services Limited - 26 May 2016 - - 250 295.2 - - - - - - - -
9.15% Shriram Transport Finance Company Limited - 02 Jun 2016 - - 50 53.8 - - - - - - - -
8.54% Hdb Financial Services Limited - 03 Jun 2016 - - 250 267.6 - - - - - - - -
8.80% Sundaram Finance Limited - Deb - 03 Jun 2016 - - 50 53.6 - - - - - - - -
9.40% Tata Motors Finance Limited - 05 Jun 2016 - - 300 322.9 - - - - - - - -
9.40% Tata Motors Finance Limited - 10 Jun 2016 - - 400 430.0 - - - - - - - -
9% Shriram Transport Finance Company Limited - Deb - 17 Jun 2016 - - 250 256.2 - - - - - - - -
9.45% Ashok Leyland Ltd - Deb - 2016 - - 750 802.0 - - - - - - - -
9.4623% Tata Capital Financial Services Limited - 08 Jul 2016 - - 200 233.5 - - - - - - - -
9.55% Bajaj Finance Limited - 10 Aug 2016 - - 50 53.1 - - - - - - - -
10.60% Lic Housing Finance - Deb - 06-Sept-2016 - - 750 798.2 - - - - - - - -
9.60% Sundaram Finance Limited - 23 Sep 2016 - - 50 52.6 - - - - - - - -
10.52% Sundaram Bnp Paribas Home Finance Limited - Deb - 03 Apr 2015 - - - - 400 420.6 - - - - - -
10.57035% Aditya Birla Finance Limited 09 Apr 2015 - - - - 130 171.3 - - - - - -
9.85% Tata Capital Financial Services Limited - 15 Apr 2015 - - - - 250 261.3 - - - - - -
8.91% L&T Infrastructure Finance Company Limited - Deb - 16 Apr 2015 - - - - 100 108.4 - - - - - -
9.20% Mahindra & Mahindra Financial Services Limited - Deb - 22 Apr 2015 - - - - 200 236.6 - - - - - -
9.83% Tata Capital Financial Services Limited - 30 Apr 2015 - - - - 100 108.9 - - - - - -
9.99% Sundaram Finance Ltd - 04 May 2015 - - - - 450 489.9 - - - - - -
8.95% L&T Infrastructure Finance Company Limited - 04 May 2015 - - - - 250 270.3 - - - - - -
9.60% Tata Motors Finance Limited - Deb - 13 May 2015 - - - - 250 271.1 - - - - - -
10.20% Sundaram Finance Limited - Deb - 14 May 2015 - - - - 150 163.5 - - - - - -
10.59% Aditya Birla Finance Limited - Deb - 18 May 2015 - - - - 600 792.1 - - - - - -
0% Sundaram Bnp Paribas Home Finance Limited - 28 May 2015 - - - - 200 228.1 - - - - - -
9.85% Hdfc Limited - 28 May 2015 - - - - 50 54.2 - - - - - -
9.15% Tata Motors Limited - 03 Jun 2015 - - - - 750 751.1 - - - - - -
10.40% Tata Motors Finance Limited - Deb - 12 Jun 2015 - - - - 250 270.7 - - - - - -
8.95% L&T Infrastructure Finance Company Limited - 15 Jun 2015 - - - - 400 430.4 - - - - - -
9.90% Dewan Housing Finance Corporation Ltd - Deb - 17 Jun 2015 - - - - 250 250.2 - - - - - -
9.89% Tata Motors Finance Limited - 26-Jun-2015 - - - - 250 256.7 - - - - - -
9.60% Hdfc Limited - Deb - 26 Jun 2015 - - - - 200 200.6 - - - - - -
0% Tata Capital Financial Services Limited - Ncd - 30 Jun 2015 - - - - 50 65.8 - - - - - -
10.10% Sundaram Finance Limited - 11 Jul 2015 - - - - 100 107.5 - - - - - -
9.60% Housing Development Finance Corporation Ltd - - - - 200 213.6 - - - - - -
8.70% Bajaj Finance Limited - 22 Jul 2015 - - - - 25 264.4 - - - - - -
9.78% Tata Sons Limited - Ncd - 23 Jul 2015 - - - - 250 267.3 - - - - - -
9.93% Tata Capital Financial Services Limited 31 Jul 2015 - - - - 100 106.7 - - - - - -
9.99% Sundaram Finance Limited - Deb - 03 Aug 2015 - - - - 50 53.3 - - - - - -
11.50% Fullerton India Credit Comapny Limited - 21-Aug-2015 - - - - 250 269.0 - - - - - -
9.5553% Hdb Financial Services Limited - Ncd - 25 Sep 2015 - - - - 100 119.8 - - - - - -
10.80 Dewan Housing Finance Corporation Ltd - Deb - 05 Dec 2015 - - - - 500 520.1 - - - - - -
10.50% Fullerton India Credit Comapny Limited - 11 Dec 2015 - - - - 350 364.0 - - - - - -
9.30% Tata Sons Limited - Deb - 24 Dec 2015 - - - - 100 102.6 - - - - - -
8.85% Infrastructure Development Finance Company Limited -Ncd-27Jan16 - - - - 200 203.9 - - - - - -
10% Fullerton India Credit Comapny Limited - Deb - 15 Jan 2016 - - - - 100 102.5 - - - - - -

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Annexure VI - Notes to the Restated Standalone Financial information
Note 9 : Current Investments
31.03.2015 31.03.2014 31.03.2013 31.03.2012
30.09.2016 31.03.2016
Proforma Proforma Proforma Proforma
Number of Number of Units Number of Units Number of Number of Units Number of
Units (`
` in million) (`
` in million) (`
` in million) Units (`
` in million) (`
` in million) Units (`
` in million)

9.90 % Tata Sons Limited 2016 - - - - 150 151.9 - - - - - -

9.55% Housing Development Finance Coropration Ltd 07-Sep-2016 - - 50 52.7 - - - - - -
10.15% Sundaram Finance Limited Ncd 11-Jun-2014 - - - - - - 50 54.0 - - - -
10.30% Tata Capital Financial Services Ltd - Ncd - 23 Oct 2014 - Ip 08 Nov - - - - - - 30 31.2 - - - -
10.30% Tata Capital Financial Services Ltd - Ncd - 23 Oct 2014 Ip 02 Nov - - - - - - 70 73.0 - - - -
10.20% Mahindra & Mahindra Financial Services Limited - Ncd - 23 Oct 2014 - - - - - - 100 104.1 - - - -
9.90% Bajaj Finance Ltd - Ncd - 24 Sep 2014 - - - - - - 35 367.1 - - - -
0% Sundaram Finance Limited - Ncd - 10 Nov 2014 - - - - - - 200 188.6 - - - -
10.4% Sundaram Finance Limited - Ncd - 20-Jun-2014 - - - - - - 50 54.0 - - - -
10% Tata Motors Finance Ltd - Ncd - 25 Nov 2014 - - - - - - 250 258.3 - - - -
0% Mahindra & Mahindra Financial Services Limited - Ncd - 04 Nov 2014 - - - - - - 250 236.1 - - - -
0% Tata Capital Financial Services Limited - Ncd - 04 Nov 2014 - - - - - - 150 190.3 - - - -
9.80% Hdfc 2014 - Txb Bonds - 09-Oct-2014 - - - - - - 150 156.6 - - - -
10.10% Mahindra Mahindra Financial Services Ltd - Ncd - 09-Sep-2014 - - - - - - 150 158.1 - - - -
10.15% Tata Capital Financial Services Limited Ncd - 20-Jun-2014 - - - - - - 400 430.9 - - - -
10.05% Bajaj Finance Ltd 2015 11-Aug-2014 - - - - - - 15 159.3 - - - -
10.20% Mahindra Mahindra Financial Services Ltd - Ncd - 08 Jul 2014 - - - - - - 225 240.7 - - - -
10.25% Tata Capital Financial Services Limited - Ncd -14-May-2014 - - - - - - 50 54.4 - - - -
10.05 % Bajaj Finance Limited 11-Aug-2014 - - - - - - 15 159.3 - - - -
9.85% Bajaj Finance Limited 9.85 Ncd 04Oct14 - - - - - - 10 104.7 - - - -
9.84% Tata Sons Ltd - Ncd - 08 Dec 2014 - - - - - - 100 103.5 - - - -
9.65% Housing Development Finance Corp Ltd - Ncd - 16 Aug 2014 - - - - - - 50 53.1 - - - -
10.30% Tata Sons Ltd - Ncd - 23 Apr 2014 - - - - - - 250 274.3 - - - -
0% Mahindra & Mahindra Financial Services Limited Taxable Zcb Mat 16 May 2013 - - - - - - - - 100 99.0 - -
0.00% Tata Capital Financial Services Limited - 13S Cc - Ncd - 30 Aug 2013 - - - - - - - - 150 144.6 - -
10.15% L&T Finance Limited - Ncd - 23 May 2013 - - - - - - - - 150 155.4 - -
10.47% - Mahindra & Mahindra Financial Services Limited - Ncd - 17 Jun 2013 - - - - - - - - 200 216.7 - -
7.55% National Housing Bank - Ncd - 12 Jul 2013 - - - - - - - - 50 52.5 - -
7.70% Hindustan Petroleum Corporation Limited - Ncd - 12 April 2013 - - - - - - - - 150 161.0 - -
8.10% Sundaram Finance Limited - Ncd - 25 Jun 2013 - - - - - - - - 50 52.9 - -
9.55% Infrastructure Development Finance Co Ltd - Ncd - 12 Apr 2013 - - - - - - - - 50 54.5 - -
9.75% - Sundaram Finance Limited - Ncd - 06 Sep 2013 - - - - - - - - 250 263.8 - -
9.9075% Infrastructure Development Finance Company Limited - Ncd - 14 Jun 2013 - - - - - - - - 250 273.0 - -
9.15% Tata Power Company Limited - 23-Jul-12 - - - - - - - - - - 60 158.9
8.40% Cairn India Limited - 12-Oct-12 - - - - - - - - - - 100 103.1
8.40% Sundaram Finance Limited - 19-Nov-12 - - - - - - - - - - 150 152.9
8.35% Cairn India Limited - 12-Jul-12 - - - - - - - - - - 150 154.9
7.00% Indian Oil Corporation Limited - 24-Jul-12 - - - - - - - - - - 150 156.5

Total quoted debentures 9,545.0 8,730.1 8,701.1 3,451.6 1,473.4 726.3

(ii) Unquoted debentures at amortised cost

7.45% Tata Sons Limited - 15-Apr-12 - - - - - - - - - - 300 320.7
8.67% Axis Bank Limited - 25-Jul-12 - - - - - - - - - - 150 151.5
Total unquoted debentures - - - - - 472.2

Total debentures 9,545.0 8,730.1 8,701.1 3,451.6 1,473.4 1,198.5

B) Investment in mutual funds

(i) Quoted investments in mutual funds at FVPL
Sundaram Fixed Term Plan Cq 370 Days Growth - 04-Apr-13 - - - - - - - - 40,00,000 44.0 - -
Dsp Blackrock Fmp - 12 Months - Series 20 - Growth - 31-May-12 - - - - - - - - - - 60,01,105 64.8
Dws Ftf - Series 80 - Growth - 02-May-12 - - - - - - - - - - 50,00,000 54.3
Dws Ftf - Series 83 - Growth - 11-Jun-12 - - - - - - - - - - 50,00,000 53.8
Hdfc Fmp - 370D - Jun 2011 (18) - 3 - Growth - 26-Jun-12 - - - - - - - - - - 50,00,000 53.5
Hdfc Fmp - 370D - May 2011 (18) - 1 - Growth - 29-May-12 - - - - - - - - - - 50,00,000 54.1
Kotak Fmp - Series 45 (370 Days) - Growth - 09-May-12 - - - - - - - - - - 50,00,000 54.4
Kotak Fmp - Series 46 (370 Days) - Growth - 28-May-12 - - - - - - - - - - 50,00,000 54.1
Kotak Fmp - Series 52 (370 Days) - Growth - 09-Jul-12 - - - - - - - - - - 50,00,000 53.4
Icici Prudential Fmp - S 55 - 1 Years - Plan G - Growth - 21-May-12 - - - - - - - - - - 50,00,000 54.1
Icici Prudential Fmp - S 56 - 1 Years - Plan E - Growth - 30-Apr-12 - - - - - - - - - - 50,00,000 54.4
Icici Prudential Fmp - S 54 - 1 Years - Plan D - Growth - 25-Apr-12 - - - - - - - - - - 50,00,000 54.5

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Annexure VI - Notes to the Restated Standalone Financial information
Note 9 : Current Investments
31.03.2015 31.03.2014 31.03.2013 31.03.2012
30.09.2016 31.03.2016
Proforma Proforma Proforma Proforma
Number of Number of Units Number of Units Number of Number of Units Number of
Units (`
` in million) (`
` in million) (`
` in million) Units (`
` in million) (`
` in million) Units (`
` in million)

Uti Ftif - Series Ix - Plan 2 - Growth - 16-Apr-12 - - - - - - - - - - 50,00,000 54.6

Uti Ftif - Series Ix - Plan 4 - Growth - 21-May-12 - - - - - - - - - - 50,00,000 54.2
Sbi Magnum Dfs - 370 Days - 15 - Growth - 29-May-12 - - - - - - - - - - 50,00,000 54.3
Birla Sun Life Ftp - Series Cy - Growth - 28-Apr-12 - - - - - - - - - - 50,00,000 54.4
Birla Sun Life Ftp - Series Dd - Growth - 07-Jun-12 - - - - - - - - - - 50,00,000 53.9
Tata Fmp - Series 34 - Plan B - Growth - 21-May-12 - - - - - - - - - - 50,09,198 54.2
Reliance Fhf 19 - Series 4 - Growth - 09-May-12 - - - - - - - - - - 50,00,000 54.4
Religare Fmp - Series Vii - Plan A - Growth - 16-Apr-12 - - - - - - - - - - 50,00,000 54.5
Religare Fmp - Series Vii - Plan C - Growth - 15-May-12 - - - - - - - - - - 50,00,000 54.3
Birla Sun Life Ftp - Series Db - Growth - 22-May-12 - - - - - - - - - - 50,00,000 54.2
- - - - 44.0 1,148.4

(ii) Unquoted Investments in mutual funds at FVPL

Dsp Blackrock Ultra Short Term Fund - Direct - Growth 16,61,51,218 1,907.3 8,64,08,347 949.2 - - - - - - - -
Sundaram Ultra Short Term - Direct Plan - Growth 9,15,56,720 2,004.0 66,73,276 140.0 - - - - - - - -
Idfc Ultra Short Term Fund - Direct - Growth 9,07,21,122 2,021.8 - - - - - - - - - -
L&T Ultra Short Term Fund - Direct - Growth 7,83,59,243 2,031.0 - - - - - - - - - -
Hdfc Floating Rate Income Fund - Stp - Direct - Growth 7,28,98,525 1,991.9 96,32,501 251.4 - - - - - - - -
Idfc Money Manager - Treasury Plan - Direct - Growth 6,40,93,425 - - - 4,38,35,864 972.6 - - - - - -
Reliance Medium Term Fund - Direct - Growth 5,98,17,759 1,995.4 - - - - - - - - - -
Jm Money Manager Fund - Super Plus Plan - Direct - Growth 3,81,86,824 858.2 - - - - - - - - - -
Icici Prudential Ultra Short Term Plan - Direct - Growth 2,95,76,871 487.0 1,73,58,544 270.9 - - - - - - - -
Birla Sun Life Floating Rate Fund - Ltp - Direct - Growth 99,48,733 1,921.9 13,66,686 250.5 - - - - - - - -
Birla Sun Life Cash Plus - Direct - Growth 62,88,627 - - - 87,43,216 1,963.8 - - - - - -
Icici Prudential Flexible Income Plan - Growth - Direct 52,33,610 1,572.5 1,57,11,768 1,194.0 - - - - - - - -
Jm High Liquidity Fund - Direct Growth 46,58,432 200.5 27,02,478 112.0 - - - - - - - -
Invesco India Ultra Short Term Fund - Direct – Growth 8,99,716 1,983.4 - - - - - - - - - -
Tata Floater Fund - Direct - Growth 8,43,509 2,016.3 - - - - - - - - - -
Uti Treasury Advantage Fund - Direct - Growth 7,17,459 1,555.6 - - - - - - - - - -
Jpmorgan India Treasury Fund - Direct - Growth 6,46,175 - - - 6,46,175 11.9 - - - - - -
Principal Cash Management - Direct Plan - Growth 6,35,996 - - - 3,31,240 450.9 - - - - - -
Axis Treasury Advantage Fund - Growth - Direct Plan 4,21,526 750.2 9,42,364 1,607.3 - - - - - - - -
Kotak Liquid Scheme - Plan A - Direct - Growth 2,99,281 954.7 - - - - - - - - - -
Axis Banking Debt Fund - Direct – Growth 2,42,507 351.9 - - - - - - - - - -
Uti Treasury Advantage Fund Growth - Direct Plan 2,15,292 466.8 - - - - - - - - - -
Icici Prudential Liquid - Direct Plan - Growth 1,77,811 41.4 56,27,026 39.9 14,18,705 293.8 - - - - - -
Birla Sun Life Floating Rate Fund - Ltp - Direct - Growth Lien Marked 1,57,986 30.5 - - - - - - - - - -
Hdfc Cash Mgmt Fund - Savings Plan - Direct - Growth 36,968 4.0 15,938 50.9 - - - - - - - -
Lic Nomura Mf Liquid Fund - Direct - Growth 17,933 51.1 - - - - - - - - - -
Sbi Shdf - Ultra Short Term - Direct – Growth Lien Marked 12,391 25.2 12,391 24.2 - - - - - - - -
Uti Floating Rate Fund - Stp - Direct – Growth Lien Marked 10,127 26.4 10,127 25.2 - - - - - - - -
Reliance Money Manager Fund - Growth - Direct - - 1,44,076 302.5 - - - - - - - -
Religare Invesco Ultra Short Term Fund - Direct - Growth - - 5,67,888 1,197.1 - - - - - - - -
Reliance Liquid Fund - Cash Plan - Direct - Growth - - 1,85,805 454.4 - - - - - - - -
Hdfc Banking & Psu Debt Fund - - - - 45,39,471 50.1 - - - - - -
Sbi Magnum Insta Cash Fund - Direct - Growth - - - - 6,37,576 1,973.6 - - - - - -
Baroda Pioneer Liquid Fund - Plan B - Direct - Growth - - - - 5,92,907 951.8 - - - - - -
L&T Liquid Fund - Direct - Growth - - - - 4,96,031 951.7 - - - - - -
Templeton India Tma - Direct - Growth - - - - 3,77,85,764 701.5 - - - - - -
Reliance Liquid Fund - Tp - Direct - Growth - - - - 66,939 228.3 - - - - - -
Bnp Paribas Overnight Fund - Direct - Growth - - - - 23,227 50.0 - - - - - -
Idbi Liquid Fund - Dir - Growth - - - - 33,356 50.0 - - - - - -
Sundaram Money Fund - Direct Plan - Growth - - - - 16,94,772 50.0 - - - - - -
Tata Liquid Fund Direcl Plan - Growth - - - - 19,367 50.0 - - - - - -
Templeton India Tma - Direct - Growth - - - - - - 3,77,868 723.1 - - - -
Reliance Liquid Fund - Cash Plan - Direct - Growth - - - - - - 1,30,974 270.4 - - - -
Principal Cash Management - Direct Plan - Growth - - - - - - 80,240 100.1 - - - -
Idfc Cash Fund - Direct - Growth - - - - - - 64,213 100.0 - - - -
Sundaram Money Fund - Direct Plan - Daily Dividend - Reinvestment - - - - - - - - 1,98,12,703 200.1 - -
Axis Liquid Fund - Daily Dividend - Direct Plan - - - - - - - - 1,00,070 100.1 - -
25,249.0 6,869.5 8,750.0 1,193.6 300.2 -

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Annexure VI - Notes to the Restated Standalone Financial information
Note 9 : Current Investments
31.03.2015 31.03.2014 31.03.2013 31.03.2012
30.09.2016 31.03.2016
Proforma Proforma Proforma Proforma
Number of Number of Units Number of Units Number of Number of Units Number of
Units (`
` in million) (`
` in million) (`
` in million) Units (`
` in million) (`
` in million) Units (`
` in million)

C) DEPOSITS - At Amortised Cost

HDFC LTD - 08-Nov-13 - - - - - - - - 1 169.9 - -
HDFC LTD - 11-May-12 - - - - - - - - - - 1 162.2
HDFC LTD - 09-Nov-12 - - - - - - - - - - 1 155.3

Total Deposits - - - - 169.9 317.5

D) Investment in commercial paper

(i) Unquoted investments in commercial paper at amortised cost
Reliance Capital Limited - - - - 1,000 474.5 - - - - - -
Sundaram Finance Limited - - - - 1,000 497.2 - - - - - -
Fullerton India Credit Comapny Limited - - - - 1,000 484.0 - - - - - -
Tata Capital Financial Services Limited - - - - 600 291.2 - - - - - -
Sundaram Bnp Paribas Home Finance Limited - - - - 500 245.9 - - - - - -
Tata Capital Limited - - - - 500 245.8 - - - - - -
Tata Capital Limited - - - - 500 242.7 - - - - - -
Fullerton India Credit Comapny Limited - - - - 500 242.3 - - - - - -
Bajaj Finance Limited - - - - 400 196.3 - - - - - -
Bajaj Finance Limited - - - - 400 199.8 - - - - - -
L&T Finance Company Limited - - - - 200 99.2 - - - - - -
Tata Capital Limited - - - - 100 49.2 - - - - - -
L&T Finance Company Limited - - - - 100 49.6 - - - - - -
Sundaram Finance Limited - - - - 100 49.2 - - - - - -
Tata Capital Financial Services Limited - - - - 100 49.2 - - - - - -
Bajaj Finance Limited - - - - - - 700 324.8 - - - -
Tata Motors Finance Limited - - - - - - 500 235.3 - - - -
Infrastructure Leasing & Financial Services Limited - - - - - - 300 141.7 - - - -
Tata Motors Finance Limited - - - - - - 200 95.3 - - - -
Tata Motors Finance Limited - - - - - - 300 143.2 - - - -
Tata Motors Finance Limited - - - - - - 300 142.9 - - - -
L&T Finance Company Limited - - - - - - 300 140.7 - - - -
Tata Motors Finance Limited - - - - - - 200 95.5 - - - -
Il&Fs Financial Services Limited - - - - - - 200 95.5 - - - -
Il&Fs Financial Services Limited - - - - - - 500 239.4 - - - -
Infrastructure Leasing & Financial Services Limited - - - - - - 500 241.5 - - - -
Tata Capital Financial Services Limited - - - - - - 200 96.5 - - - -
Sundaram Finance Limited - - - - - - 100 48.2 - - - -
Bajaj Finance Limited - - - - - - 400 198.8 - - - -
Il&Fs Financial Services Limited - - - - - - 500 237.7 - - - -
L&T Finance Company Limited - - - - - - 20 9.5 - - - -
L&T Finance Company Limited - - - - - - 180 87.9 - - - -
10.50% Il&Fs Financial Services Limited Cp Maturity 16 May 2013 - - - - - - - - 300 148.2 - -
10.45% Infrastructure Leasing And Financial Servies Ltd Cp Mat 27 May 2013 - - - - - - - - 300 147.8 - -
10.20% Aditya Birla Finance Limited Cp Maturity 07 Jun 2013 - - - - - - - - 200 98.2 - -
10.20% Industrial Finance Corporation Of India Ltd. Cp Mat 28 June 2013 - - - - - - - - 300 146.6 - -
9.80% Sundaram Finance Limited - Cp - 19 Jul 2013 - - - - - - - - 200 97.2 - -
9.80% Infrastructure Leasing & Financial Services Ltd - Cp - 22 Jul 2013 - - - - - - - - 300 145.8 - -
9.80% Tata Capital Financial Services Limited - Cp - 23 Jul 2013 - - - - - - - - 300 145.8 - -
9.85% - Tata Motors Finance Limited - Cp - 31 Jul 2013 - - - - - - - - 300 145.5 - -
9.83% - Tata Motors Finance Limited - Cp - 06 Aug 2013 - - - - - - - - 300 145.3 - -
9.75% - Tata Motors Finance Limited - Cp - 30 Aug 2013 - - - - - - - - 300 144.3 - -
9.67% Sundaram Finance Limited - Cp - 04 Sep 2013 - - - - - - - - 300 144.1 - -
9.65% Sundaram Finance Limited - Cp - 10 Jul 2013 - - - - - - - - 300 146.2 - -
9.60% Sundaram Finance Limited - Cp - 20 Sep 2013 - - - - - - - - 300 143.6 - -
9.60% Aditya Birla Finance Limited - Cp - 19 Sep 2013 - - - - - - - - 500 239.4 - -
8.94% Power Finance Corporation Limited - Cp - 28 Jun 2013 - - - - - - - - 300 146.7 - -
10.25% Hcl Infosystems Limited - Cp - 27 Jun 2013 - - - - - - - - 600 293.2 - -
10.25% Hcl Infosystems Limited - Cp - 28 Jun 2013 - - - - - - - - 200 97.7 - -
9.30% - Tata Motors Finance Limited - Cp - 06 Aug 2013 - - - - - - - - 100 48.4 - -
9.33% - Tata Motors Finance Limited - Cp - 22 Oct 2013 - - - - - - - - 500 237.5 - -
9.14% Housing Development Finance Corporation Ltd - 364D - Cp - 28 Aug 2013 - - - - - - - - 500 240.7 - -
9.30% Sundaram Finance Limited Cp 10 Sep 13 - - - - - - - - 400 192.0 - -
9.30% Infrastructure Leasing & Financial Services Ltd - Cp - 14 Jun 2013 - - - - - - - - 600 293.3 - -

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Annexure VI - Notes to the Restated Standalone Financial information
Note 9 : Current Investments
31.03.2015 31.03.2014 31.03.2013 31.03.2012
30.09.2016 31.03.2016
Proforma Proforma Proforma Proforma
Number of Number of Units Number of Units Number of Number of Units Number of
Units (`
` in million) (`
` in million) (`
` in million) Units (`
` in million) (`
` in million) Units (`
` in million)

9.395% Il&Fs Financial Services Limited - Cp - 31 May 2013 - - - - - - - - 500 246.0 - -

9.41% Il&Fs Financial Services Limited - Cp - 02 Sep 2013 - - - - - - - - 500 240.4 - -
9.33% Tata Capital Financial Services Limited - Cp - 07 Jun 2013 - - - - - - - - 500 245.6 - -
9.33% L&T Finance Limited - Cp - 05 Jun 2013 - - - - - - - - 500 245.7 - -
9.35% Aditya Birla Finance Limited - Cp - 10 Jun 2013 - - - - - - - - 500 245.4 - -
9.399% Aditya Birla Finance Limited - Cp - 30 Jul 2013 - - - - - - - - 300 145.5 - -
9.399% Bajaj Finance Limited - Cp - 20 Jul 13 - - - - - - - - 300 146.9 - -
9.4299% Bajaj Finance Limited - Cp - 30 Aug 13 - - - - - - - - 200 96.2 - -
9.43% Bajaj Finance Limited - Cp - 30 Aug 13 - - - - - - - - 300 144.4 - -
9.45% Bajaj Finance Limited - Cp - 19 Jul 2013 - - - - - - - - 200 97.2 - -
9.45% Bajaj Finance Limited - Cp - 30 Aug 2013 - - - - - - - - 500 240.6 - -
9.35% Power Finance Corporation Ltd - Cp - 06 Sep 2013 - - - - - - - - 500 240.2 - -
9.25% Godrej Industries Limited - Cp - 08 May 2013 - - - - - - - - 500 247.5 - -
9.30% Tata Capital Limited - Cp - 30 Jul 2013 - - - - - - - - 500 242.4 - -
9.5001% Housing Development Finance Corporation Ltd - 14 Jun 2013 - - - - - - - - 500 245.2 - -
9.6500% Housing Development Finance Corporation Ltd - Cp - 06 Sep 13 - - - - - - - - 500 240.2 - -
9.54% Tata Capital Limited - Cp - 17 May 2013 - - - - - - - - 500 246.9 - -
9.6001% Export Import Bank Of India - Cp - 05 Jul 2013 - - - - - - - - 800 390.3 - -
9.6999% Sesa Goa Limited - Cp - 21 Oct 2013 - - - - - - - - 300 142.5 - -
9.5500% Power Finance Corporation Ltd - Cp - 15 Jul 2013 - - - - - - - - 500 243.3 - -
10.7502% Power Finance Corporation Limited - Cp - 15 Apr 2013 - - - - - - - - 200 99.6 - -
9.50% L&T Finance Limited - Cp - 31 May 2013 - - - - - - - - 500 246.0 - -
10.95% Apollo Tyres Limited Cp Maturity 23 May 2012 - - - - - - - - - - 300 147.7
10.10% Bajaj Electricals Limited Cp Maturity 20 April 2012 - - - - - - - - - - 300 149.2
10.05% Ballarpur Industries Limited Cp Maturity 16 April 2012 - - - - - - - - - - 400 199.2
10.00% Blue Star Limited Cp Maturity 13 July 2012 - - - - - - - - - - 120 58.4
10.00% Blue Star Limited Cp Maturity 27 September 2012 - - - - - - - - - - 100 47.8
10.10% Indian Oil Corporation Limited Cp Maturity 24 September 2012 - - - - - - - - - - 300 143.2
10.42% Aditya Birla Finance Limited Cp Maturity 14 May 2012 - - - - - - - - - - 200 98.8
10.00% Aditya Birla Finance Limited Cp Maturity 11 September 2012 - - - - - - - - - - 500 239.9
10.10% Aditya Birla Finance Limited Cp Maturity 14 September 2012 - - - - - - - - - - 500 239.5
10.15% Aditya Birla Finance Limited Cp Maturity 07 November 2012 - - - - - - - - - - 300 141.7
10.00% Bajaj Finance Limited Cp Maturity 06 July 2012 - - - - - - - - - - 500 243.9
10.00% Bajaj Finance Limited Cp Maturity 02 Aug 2012 - - - - - - - - - - 300 145.4
10.05% Bajaj Finance Limited Cp Maturity 01 November 2012 - - - - - - - - - - 500 236.6
10.04% Godrej Industries Limited Cp Maturity 25 April 2012 - - - - - - - - - - 200 99.4
10.46% Hcl Infosystems Limited Cp Maturity 04 May 2012 - - - - - - - - - - 300 148.6
10.65% Hcl Infosystems Limited Cp Maturity 14 May 2012 - - - - - - - - - - 400 197.6
11.00% Hcl Infosystems Limited Cp Maturity 31 May 2012 - - - - - - - - - - 100 49.1
11.25% Hdfc Limited Cp Maturity 07 June 2012 - - - - - - - - - - 300 147.0
10.11% Il&Fs Financial Services Limited Cp Maturity 22 May 2012 - - - - - - - - - - 300 147.9
10.05% Il&Fs Financial Services Limited Cp Maturity 15 October 2012 - - - - - - - - - - 200 95.1
10.14% Il&Fs Financial Services Limited Cp Maturity 16 November 2012 - - - - - - - - - - 300 141.3
10.20% Il&Fs Financial Services Limited Cp Maturity 21 Dec 2012 - - - - - - - - - - 300 140.0
10.10% Infrastructure Development Finance Company Limited Cp Mat 24 Aug 2012 - - - - - - - - - - 300 144.4
10.10% North Delhi Power Limited Cp Maturity 12 June 2012 - - - - - - - - - - 300 147.2
10.20% Ranbaxy Laboratories Limited Cp Maturity 22 October 2012 - - - - - - - - - - 300 142.2
10.00% Sundaram Finance Limited Cp Maturity 12 October 2012 - - - - - - - - - - 500 238.0
10.465% Tata Capital Limited Cp Maturity 17 May 2012 - - - - - - - - - - 300 148.0
11.45% Tata Capital Limited Cp Maturity 16 July 2012 - - - - - - - - - - 300 145.2
10.50% Tata Motors Finance Limited Cp Maturity 25 May 2012 - - - - - - - - - - 300 147.9
Tata Motors Limited - Cp - 03 Dec 2012 - 10.15% - - - - - - - - - - 300 140.6

Total commercial paper - - 3,416.1 2,574.4 8,265.5 4,510.8

Total current investments 34,804.8 15,980.1 21,300.0 7,428.1 11,854.6 7,196.2

Aggregate amount of quoted investments and market value thereof 9,555.8 9,110.7 9,133.8 3,660.0 3,088.1 1,895.6
Aggregate amount of unquoted investments 25,249.0 6,869.4 12,166.2 3,768.1 8,766.5 5,300.6

* The Company has entered into an agreement with another company, for sale of equity shares of its subsidiary company viz. National Commodity Clearing Limited

371
10 Trade receivables ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Outstanding for a period of over six months from the date they are due for payment

Secured, considered good* 34.7 23.2 25.2 25.1 16.1 9.9

Unsecured, considered good 38.8 81.1 38.4 5.2 19.8 8.2
73.5 104.3 63.6 30.3 35.9 18.1
Other receivables
Secured, considered good* 2,261.8 2,097.7 1,541.5 1,449.7 1,165.5 1,357.8
Unsecured, considered good 45.4 47.4 89.1 35.2 18.9 8.9
Doubtful 0.4 0.4 0.4 0.4 - -
2,307.6 2,145.5 1,631.0 1,485.3 1,184.4 1,366.7
Less : Allowance for doubtful debts 0.4 0.4 0.4 0.4 - -
2,307.2 2,145.1 1,630.6 1,484.9 1,184.4 1,366.7

Total 2,380.7 2,249.4 1,694.2 1,515.2 1,220.3 1,384.8

* Trade receivables are secured against deposits received from trading members (refer note: 24)

11 Cash and cash equivalents ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Balances with banks : in current accounts 815.2 506.4 326.9 261.8 272.6 274.5
Certificate of deposits with original maturity of less than three months - - - - 2,384.9 487.1
Cheques on hand - - - - 3.2 -
Cash on hand 0.1 0.1 0.1 0.1 0.1 0.1
Total 815.3 506.5 327.0 261.9 2,660.8 761.7
There are no restrictions with regards to cash and cash equivalents as at the end of the reporting period and prior periods.

12 Bank balances other than cash and cash equivalents ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Fixed deposits
- with original maturity for more than 3 months but less than 12 501.0 4,388.1 4,210.6 12,405.3 8,711.9 4,638.0
months
- with maturity of less than 12 months at the balance sheet date 1,112.6 6,375.2 9,352.1 13,021.9 14,476.8 20,910.2
- Certificate of deposits with original maturity for more than 3 months but less than 12 months - - - 1,392.0 803.9 793.4

Earmarked fixed deposits *

- with original maturity for more than 3 months but less than 12 287.8 182.4 327.5 429.8 522.9 97.6
months
- with maturity of less than 12 months at the balance sheet date 960.1 463.9 401.6 955.9 460.7 1,063.5
Total 2,861.5 11,409.6 14,291.8 28,204.9 24,976.2 27,502.7

* Earmarked deposits are restricted and includes deposits towards listing entities, defaulter members , investor services fund and other restricted deposits.

372
13 a. Equity share capital ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma

Authorised (Refer note 39(iii))

5,00,00,000 (Previous years: 5,00,00,000 ) equity shares
of ` 10 each. 500 500 500 500 500 500

Issued, subscribed and paid-up (Refer note 39(ii) and (iii))

4,50,00,000 (Previous years: 4,50,00,000) equity shares of 450 450 450 450 450 450
` 10 each fully paid up.
Total 450 450 450 450 450 450

Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 10 per share. They entitle the holder to participate in dividends. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. There is no change either in the number of equity shares or in amount between reported years.
Also refere note 39 for issue of bonus equity shares and sub-division of equity shares.

Details of shareholders holding more than 5% share in the Company (No. of shares)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Life Insurance Corporation of India 56,28,500 56,28,500 47,28,500 47,28,500 47,28,500 47,28,500
State Bank of India 23,37,500 45,87,500 45,87,500 45,87,500 45,87,500 45,87,500
Infrastructure Development Finance Company Limited - - - 23,96,410 29,47,990 29,47,990
IFCI Limited 13,72,750 17,47,750 24,97,750 24,97,750 24,97,750 24,97,750

Details of shareholders holding more than 5% share in the Company (% shareholding )

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Life Insurance Corporation of India 12.51% 12.51% 10.51% 10.51% 10.51% 10.51%
State Bank of India 5.19% 10.19% 10.19% 10.19% 10.19% 10.19%
Infrastructure Development Finance Company Limited - - - 5.33% 6.55% 6.55%
IFCI Limited 3.05% 3.88% 5.55% 5.55% 5.55% 5.55%

13 b. Details of Other Equity ( refer ANNEXURE III - Restated standalone statement of changes in equity)

Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

Other Reserves:
The Company has in the past created other Reserves for investor compensation activities and staff welfare activities.

FVOCI equity investments

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity. The Company transfers amounts
from this reserve to retained earnings when the relevant equity securities are derecognised.

Debt Instruments through Other Comprehensive Income:

The fair value change of the debt instruments measured at fair value through other comprehensive income is recognised in debt instruments through other comprehensive income. Upon derecognition, the cumulative fair value changes on the said instruments are

373
14 Trade payables (current) ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma

Trade payables 728.4 546.7 469.0 407.7 377.9 322.6

Trade payables to related parties (refer note no.32) 84.8 121.3 8.4 25.0 65.9 210.8
Total 813.2 668.0 477.4 432.7 443.8 533.4

15 Other financial liabilities (non-current) ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Obligations under finance lease 88.6 85.7 80.3 75.7 71.8 68.5
Total 88.6 85.7 80.3 75.7 71.8 68.5

16 Other financial liabilities (current) ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Deposits - Premises 58.8 57.3 330.0 305.3 310.5 295.6
Creditors for capital expenditure 199.2 207.2 137.7 128.4 225.2 94.4
Defaulters fund pending claims 707.6 678.9 639.8 585.3 533.6 500.2
Obligations under finance lease 9.3 9.3 9.3 9.3 9.3 9.3
Other liabilities 72.7 90.0 127.0 695.9 679.9 93.0
Total 1,047.6 1,042.7 1,243.8 1,724.2 1,758.5 992.5

17 Provision (non current) ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Employee benefits obligation
Provision for gratuity 78.8 26.7 21.6 37.4 1.9 9.6
Provision for variable pay and allowance 69.3 75.8 71.5 46.8 24.8 -
Total 148.1 102.5 93.1 84.2 26.7 9.6

18 Provision (current) ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Employee benefits obligation
Provision for gratuity 25.6 23.4 20.5 18.8 51.2 15.1
Provision for variable pay and allowance 197.9 289.7 211.4 198.9 56.2 293.8
Provision for leave encashment 184.9 122.9 111.2 92.5 76.5 76.0
Total 408.4 436.0 343.1 310.2 183.9 384.9

19 Income taxes ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
(a) Income tax expense
Particulars
a) Income tax expense
Current Tax
Current tax expense 1,670.0 1,450.0 3,300.0 3,199.3 2,815.1 2,670.0
Deferred Tax
Decrease / (increase) in deferred tax assets (2.5) 1,791.7 (218.2) (647.5) (656.2) (10.9)
(Decrease) / increase in deferred tax liabilities 91.9 103.1 54.5 46.8 (15.8) (43.0)
Adjustment in other equity or retained earning - - 34.0 - - -
Total deferred tax expense (benefit) 89.4 1,894.8 (129.7) (600.7) (672.0) (53.9)
Total Income tax expenses * 1,759.4 3,344.8 3,170.3 2,598.6 2,143.1 2,616.1

* This excludes net deferred tax benefit on other comprehensive income (97.9) (6.4) 8.9 (6.0) (45.3) 196.7

374
(b) Reconciliation of tax expense and the accounting profit multiplied by India's tax rate: ` in million)
(`
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Profit before income tax expense 7,382.0 11,148.9 10,634.9 10,595.1 9,260.1 9,618.5
Tax rate (%) 34.608% 34.608% 33.990% 33.990% 32.445% 32.445%
Tax at the Indian Tax Rate 2,554.8 3,858.4 3,614.8 3,601.3 3,004.5 3,120.7
Tax effect of amounts which are not deductible (taxable) in calculating taxable income
Dividend income (562.9) (519.5) (394.8) (565.9) (756.0) (378.1)
Interest on tax free bonds (74.3) (58.4) (21.0) (37.1) (36.8) (31.3)
Expenditure related to exempt income 67.0 24.6 17.0 11.7 5.5 4.8
Net (gain) / loss on financial assets mandatorily measured at fair value through profit or loss - (197.8) 38.4 7.4 - - -
Exchange traded fund
Profit / (Loss) on sale of investments taxed at other than Statutory rate - - - (453.4) (73.4) (86.2)
Specific Tax deductions (7.4) (20.8) (51.4) (52.1) (48.9) (48.8)
Others (20.0) 22.1 (1.7) 94.1 48.2 35.0
Income Tax Expense 1,759.4 3,344.8 3,170.3 2,598.6 2,143.1 2,616.1

(c) Income tax assets (net) ` in million)

(`
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Opening balance 2,576.5 676.6 726.1 722.2 716.0 827.0
Income tax paid / (refund) 312.1 3,349.9 (49.5) 3.9 6.2 (111.0)
Current income tax payable for the period / year - (1,450.0) - - - -
Net Income tax asset at the end of year/period 2,888.6 2,576.5 676.6 726.1 722.2 716.0

Income tax liabilities (net) ` in million)

(`
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Opening balance 20.5 365.4 281.7 479.9 460.8 513.7
Income tax paid (1,574.7) (340.9) (3,221.3) (3,399.5) (2,798.0) (2,724.9)
Provision for wealth tax - (4.0) 5.0 2.0 2.0 2.0
Current income tax payable for the period / year 1,670.0 - 3,300.0 3,199.3 2,815.1 2,670.0
Net Income tax liability at the end of year/period 115.8 20.5 365.4 281.7 479.9 460.8

(d) Deferred tax liabilities (net)

The balance comprises temporary differences attributable to: ` in million)
(`
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Deferred income tax assets
Provision for leave encashment 61.3 44.0 38.5 39.5 34.0 25.1
Financial Assets at Fair Value through OCI - 42.1 14.6 5.6 0.5 -
Contribution to Core Settlement Guarantee Fund - - 1,824.5 1,611.9 711.8 -
Others 144.3 132.5 97.9 83.9 342.0 398.6
Total deferred tax assets 205.6 218.6 1,975.5 1,740.9 1,088.3 423.7

Deferred income tax liabilities

Property, plant and equipment and investment property 246.7 301.5 227.3 182.5 133.4 121.8
Financial Assets at Fair Value through OCI 284.8 202.3 161.0 153.5 144.3 90.5
Financial Assets at Fair Value through profit and Loss 171.6 25.0 11.1 1.7 2.0 29.3
Others 9.2 9.1 1.4 1.1 1.4 1.4
Total deferred tax liabilities 712.3 537.9 400.7 338.8 281.0 243.0
Net Deferred tax (liabilities) / assets 506.5 319.3 (1,574.7) (1,402.1) (807.3) (180.7)

375
(e) Deferred tax assets
Movement in deferred tax assets ` in million)
(`
Provision for leave Financial Assets at Fair Financial Assets at Fair Contribution to Core Others Total
encashment Value through profit and Value through OCI Settlement Gurantee
Loss Fund
At 1 April 2011 (Proforma) 21.0 - - - 391.8 412.8
Charged/(credited) -
- to profit or loss 4.1 - - - 6.8 10.9
- to other comprehensive income - - - - - -
At 31 March 2012 (Proforma) 25.1 - - - 398.6 423.7
Charged/(credited) -
- to profit or loss 8.9 - - 711.8 (64.5) 656.2
- to other comprehensive income - - 0.5 - 7.9 8.4
At 31 March 2013 (Proforma) 34.0 - 0.5 711.8 342.0 1,088.3
Charged/(credited) -
- to profit or loss 5.5 - - 900.0 (258.1) 647.5
- to other comprehensive income - - 5.1 - - 5.1
At 31 March 2014 (Proforma) 39.5 - 5.6 1,611.9 83.9 1,740.9
Charged/(credited) -
- to profit or loss * (1.0) - - 212.6 6.6 218.2
- to other comprehensive income - - 9.0 - 7.4 16.4
At 31 March 2015 (Proforma) 38.5 - 14.6 1,824.5 97.9 1,975.5
Charged/(credited) -
- to profit or loss 5.5 - - (1,824.5) 27.3 (1,791.7)
- to other comprehensive income - - 27.5 - 7.3 34.8
At 31 March 2016 44.0 - 42.1 - 132.5 218.6
Charged/(credited) -
- to profit or loss 17.3 - - - (14.9) 2.5
- to other comprehensive income - - (42.1) - 26.8 (15.3)
At 30 September 2016 61.3 - - - 144.5 205.8
* - includes deferred tax of ` 34.0 million in other equity

376
 (f) Movement in deferred tax liabilities ` in million)
(`
Property, plant and Financial Assets at Fair Financial Assets at Fair Contribution to Core Others Total
equipment Value through profit and Value through OCI Settlement Gurantee Fund
Loss
At 1 April 2011 (Proforma) 166.7 27.6 287.3 - 1.0 482.6
Charged/(credited)
- to profit or loss (44.9) 1.7 - - 0.2 (43.0)
- to other comprehensive income - - (196.8) - 0.2 (196.6)
At 31 March 2012 (Proforma) 121.8 29.3 90.5 - 1.4 243.0
Charged/(credited) -
- to profit or loss 11.6 (27.3) - - (0.1) (15.8)
- to other comprehensive income - - 53.8 - - 53.8
At 31 March 2013 (Proforma) 133.4 2.0 144.3 - 1.3 281.0
Charged/(credited) -
- to profit or loss 49.1 (0.3) - - (2.0) 46.8
- to other comprehensive income - - 9.2 - 1.8 11.0
At 31 March 2014 (Proforma) 182.5 1.7 153.5 - 1.1 338.8
Charged/(credited) -
- to profit or loss 78.8 9.4 - - 0.3 88.5
- adjusted through retained earnings* (34.0) - - - - (34.0)
- to other comprehensive income - - 7.5 - - 7.5
At 31 March 2015 (Proforma) 227.3 11.1 161.0 - 1.4 400.8
Charged/(credited) -
- to profit or loss 74.2 13.9 - - 15.0 103.1
- to other comprehensive income - - 41.3 - (7.3) 34.0
At 31 March 2016 301.5 25.0 202.3 - 9.1 537.9
Charged/(credited) -
- to profit or loss (54.8) 146.5 - - 0.1 91.9
- to other comprehensive income - - 82.5 - - 82.5
At 30 September 2016 246.7 171.6 284.8 - 9.2 712.3
*pertaining to earlier years towards deferred tax adjusted from the opening Retained Earnings in respect of Fixed Assets where the remaining useful life of an asset is Nil as on April 01, 2014 (refer note no.2)

20 Income tax liabilities (net) ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Fringe Benefit Tax (Net of Advances) - - - - 0.7 0.7
Wealth tax (net of advances) 2.9 2.9 18.1 14.3 13.7 13.1
Income tax (net of advances) 112.9 17.6 347.3 267.4 465.5 447.0
Total 115.8 20.5 365.4 281.7 479.9 460.8

21 Income tax assets (net) ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Income tax paid including TDS (net of provisions) 2,866.3 2,554.2 654.3 703.8 699.9 693.7
Wealth tax (net of provisions) 0.2 0.2 0.2 0.2 0.2 0.2
Fringe benefit tax (net of provisions) 22.1 22.1 22.1 22.1 22.1 22.1
Total 2,888.6 2,576.5 676.6 726.1 722.2 716.0

22 Other non-current liabilities ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Deposit - STT (refer note no. 7) 53.9 53.9 53.9 53.9 53.9 53.9
Total 53.9 53.9 53.9 53.9 53.9 53.9

377
23 Other current liabilities ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Securities Transaction Tax payable 6,573.3 1,663.5 1,268.7 1,440.1 714.5 1,241.2
Statutory dues payable 478.2 313.7 244.4 203.0 148.3 197.6
Contribution payable to Core SGF (refer note 32, 37) 2,843.9 6,905.2 5,271.9 4,742.2 2,194.0 -
Advance from customers 158.7 185.9 161.7 142.4 114.9 38.2
Income received in advance 927.9 326.1 325.1 228.2 176.1 285.2
Others 206.2 333.9 324.0 136.0 142.0 165.3
Total 11,188.2 9,728.3 7,595.8 6,891.9 3,489.8 1,927.5

24 Deposits ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Deposits from trading members 10,260.9 10,297.9 10,370.6 10,464.7 10,575.8 10,737.2
Deposits from applicants for membership 5.9 5.9 8.4 30.6 20.3 29.2
Deposits from mutual fund distributors 27.2 21.9 6.7 - - -
Deposits towards equipments 205.4 193.9 180.3 170.5 403.2 434.3
Deposit - listing & book building 600.9 464.9 368.7 543.4 531.2 657.9
Total 11,100.3 10,984.5 10,934.7 11,209.2 11,530.5 11,858.6

25 Revenue from operations ` in million)

(`
For the half year ended For the year ended For the year ended For the year ended For the year ended For the year ended
31.03.2015 31.03.2014 31.03.2013 31.03.2012
30.09.2016 31.03.2016
Proforma Proforma Proforma Proforma
Operating revenues
Revenue from services :


Trading services
Transaction charges * 6,535.3 11,675.6 10,752.1 8,257.2 7,236.4 7,646.9


Listing services
Listing fees 295.7 503.6 479.1 347.9 333.8 333.7
Book building Fees 82.0 85.0 33.0 39.0 42.4 42.8
6,913.0 12,264.2 11,264.2 8,644.1 7,612.6 8,023.4
Other operating revenues


Listing services
Processing fees 99.9 173.7 131.5 67.1 57.8 133.6


Data centre charges # 378.2 708.4 564.4 431.9 426.2 379.5

Others
Registration & test enrolment fees 67.9 190.1 223.1 204.8 186.9 216.0
Annual subscription - - - - 57.1 116.9
Strategic Co-operation fees - - - - 53.3 142.4
Connectivity charges 3.8 7.3 6.6 8.2 191.6 243.3
Income on investments ** 548.0 945.0 1,073.7 1,123.2 1,098.1 1,083.9
Others 255.5 441.0 379.9 317.8 293.3 288.0
875.2 1,583.4 1,683.3 1,654.0 1,880.3 2,090.5

Total 8,266.3 14,729.7 13,643.4 10,797.1 9,976.9 10,627.0

* Includes revenue from transaction charges related to colocation services amounting to ` 476.7 million for the month of September 2016 and the same has been subsequently transferred to a separate bank account based on SEBI directive. (Refer note no 42)
# Includes revenue from colocation services amounting to ` 65.3 million for the month of September 2016 and the same has been subsequently transferred to a separate bank account based on SEBI directive. (Refer note no 42)
** Represent income generated from sources of fund related to operating activity of the company.

378
26 Other income ` in million)
(`
For the half year ended For the year ended For the year ended For the year ended For the year ended For the year ended

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012

Proforma Proforma Proforma Proforma
Other income - Recurring
Dividend income
- from equity investments designated at FVOCI 19.0 13.3 11.4 7.6 51.1 12.4
- from subsidiary companies 1,575.0 1,462.5 1,125.0 1,507.5 2,094.0 964.0
- from other investments 32.5 25.3 25.1 149.7 185.1 188.9
Interest income from financial assets at amortised cost 564.5 2,052.7 2,223.4 3,469.7 3,495.8 2,489.7
Interest income from investment at designated at FVOCI 325.8 810.5 148.2 24.5 0.9 -
Rental income 74.8 206.4 507.2 514.4 506.0 529.3
Miscellaneous income 6.6 63.0 30.2 12.1 14.5 29.1
2,598.2 4,633.7 4,070.5 5,685.5 6,347.4 4,213.4

Other gains/(losses) - Recurring

Net fair value gain / (loss) on financial assets mandatorily measured at fair value through profit or 994.9 (70.6) 5.8 (1.0) (84.3) 5.3
loss
Net gain on sale of financial assets measured at FVOCI 105.7 53.4 77.7 22.0 - -
Net gain on sale of financial assets mandatorily measured at fair value through profit or loss 432.8 896.7 1,397.1 193.3 123.3 213.7
Net foreign exchange gains 1.0 - - 2.0 - -
Net gain on disposal of property, plant and equipment 1.4 60.5 - - - -
1,535.8 940.0 1,480.6 216.3 39.0 219.0

Total other income 4,134.0 5,573.7 5,551.1 5,901.8 6,386.4 4,432.4

27 Employee benefits expenses ` in million)

(`
For the half year ended For the year ended For the year ended For the year ended For the year ended For the year ended
31.03.2015 31.03.2014 31.03.2013 31.03.2012
30.09.2016 31.03.2016
Proforma Proforma Proforma Proforma
Salaries, wages and bonus 528.7 947.9 796.1 723.5 669.6 645.4
Contribution to provident and other fund (Refer note 30) 24.4 46.9 41.6 37.5 37.8 29.7
Gratuity 8.0 16.1 13.3 12.5 11.6 10.3
Staff welfare expenses 26.2 52.0 44.8 43.1 31.6 28.2
Total 587.3 1,062.9 895.8 816.6 750.6 713.6

379
28 Other expenses ` in million)
(`
For the half year ended For the year ended For the year ended For the year ended For the year ended For the year ended
31.03.2015 31.03.2014 31.03.2013 31.03.2012
30.09.2016 31.03.2016
Proforma Proforma Proforma Proforma
Repairs & maintenance
- To computers, trading & telecommunication systems 559.7 1,075.4 1,010.8 889.6 878.3 742.4
- To buildings 16.0 25.5 28.3 36.0 28.3 26.9
- To others 43.9 91.7 74.9 62.9 66.4 44.4
SEBI regulatory fees 129.6 250.4 247.9 54.8 53.4 53.4
License fees for Index 49.5 100.7 79.7 71.0 55.4 76.8
IT management and consultancy charges 139.7 305.0 285.6 190.7 187.9 191.9
Software expenses 224.3 251.7 138.0 141.9 147.0 79.5
Web trading related expenses 73.4 171.3 169.7 178.6 218.2 236.1
Network infrastructure management charges 37.9 70.7 77.7 158.6 123.0 47.2
Lease line charges 39.8 84.7 86.9 94.5 94.3 79.4
Telephone charges 8.5 12.8 12.9 10.7 7.6 7.3
Water and electricity charges 56.5 170.5 223.9 179.6 147.9 121.3
Rental charges 25.5 46.9 45.6 38.3 43.0 42.6
Transponder charges/License fee for operating VSAT network 0.0 0.0 0.0 0.0 124.2 72.9
Rates and taxes 34.3 55.7 106.4 93.3 91.6 35.0
Directors' sitting fees 4.7 4.0 2.7 0.7 1.2 1.1
Legal and professional fees 140.7 266.3 272.6 199.4 179.5 199.5
Advertisement and publicity 121.2 179.7 163.0 148.8 36.6 145.2
Travel and conveyance 47.2 77.5 74.9 61.0 53.8 50.2
Insurance 6.8 9.5 9.4 9.6 6.9 6.9
Printing and stationery 18.9 44.0 42.9 39.6 46.7 43.3
Corporate social responsibility expenditure 22.5 20.7 6.3 - - -
Contribution to Investor protection fund trust 30.0 45.7 53.1 53.6 61.1 71.7
Investor education expenses 6.9 10.0 66.5 64.4 31.5 16.7
Payment to auditors 8.3 10.2 8.2 7.5 6.5 4.7
Donations/Contributions - - - 11.9 13.9 10.7
Doubtful debts written off 0.7 2.1 - 0.4 - 0.2
Loss on sale of property, plant and equipment - - 2.5 6.0 8.0 4.2
Loss on foreign currency transaction (net) - 1.9 0.9 - 0.6 7.9
Other expenses 183.3 347.4 373.1 356.2 318.4 260.0
Total 2,029.8 3,732.0 3,664.4 3,159.6 3,031.2 2,679.4

29 Earnings per share

30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Profit attributable to the equity holders of the company used in calculating basic earnings per
share and diluted earnings per share
Profit for the year / period as restated 5,622.6 7,804.1 7,464.6 7,996.5 7,117.0 7,002.4
Weighted average number of equity shares used as the denominator in calculating basic earnings 495.0 495.0 495.0 495.0 495.0 495.0
per share (No. in million) (Refer note 39(ii))
Earnings per equity share (basic and diluted) as restated 11.4 15.8 15.1 16.2 14.4 14.1

Profit before contribution to Core Settlement Guarantee Fund and tax as restated 8,722.7 13,492.2 12,864.6 13,143.3 11,454.1 9,618.5
Income tax effects on above (2,223.4) (4,155.8) (3,960.7) (3,498.6) (2,854.9) (2,616.1)
Profit before contribution to Core Settlement Guarantee Fund and after tax 6,499.3 9,336.5 8,903.9 9,644.7 8,599.3 7,002.4
Earnings per equity share before contribution to Core Settlement Guarantee Fund (net) (basic 13.1 18.9 18.0 19.5 17.4 14.1
and diluted) as restated

The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and diluted earning per share of the Company remain the same.

The Board of directors of the company in their meeting held on October 4, 2016 has recommended issue of Bonus equity shares in the proportion of 1 (one) bonus share of Rs.10/- (Rupees Ten each) for every existing 10 (Ten) fully paid up equity shares of Rs.10 each,
which is approved by the shareholders in the general meeting held on November 10, 2016. The record date for issue of bonus shares was November 23, 2016. Accordingly, the weighted average number of equity shares has been restated for all periods presented.
The board of directors has also recommended the sub-division of equity shares of Rs.10 each, into equity shares having a face value of Rs.1. The same is approved by the shareholders in the general meeting held on November 10, 2016, approved by SEBI on
November 27, 2016 and has been notified in the gazette on December 10, 2016. The record date for stock split was December 13, 2016. Accordingly, basic and diluted earning per share figures for the current period and those of the prior periods have been restated
and is based on the new weighted average number of shares after taking into account increase in the number of shares arising from bonus and subdivision subsequent to the balance sheet date.

380
30 Disclosure under Indian Accounting Standard 19 (Ind As 19) on Employee Benefit as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules, 2016.

i) Defined Contribution Plan :

The Company’s contribution towards superannuation during the respective year / period ended is as follows: ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Company's contribution towards superannuation 9.9 18.5 18.0 16.1 17.9 13.7
Less: Reimbursement of cost charged to subsidiaries 1.2 1.1 1.7 1.7 2.2 1.9
Charged to Statement of Profit & Loss 8.7 17.4 16.3 14.4 15.7 11.8

ii) Defined Benefit Plan :

(a) Provident Fund :
The Company has established National Stock Exchange of India Limited Employee Provident Fund Trust to which both the employee and the employer make monthly contribution equal to 12% of the employee’s basic salary respectively. The Company's contribution to
the provident fund for all employees is charged to Statement of Profit and Loss. In case of any liability arising due to short fall between the return from its investments and the administered interest rate, the same is required to be provided for by the Company. The
actuary has provided an actuarial valuation and indicated that the interest shortfall liability is ` Nil. The Company has contributed the following amounts towards provident fund during the respective period ended:
` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Company's contribution to the provident fund 18.4 34.2 29.2 26.8 26.6 21.8
Less: Amount reimbursed by the subsidiaries 2.7 4.7 3.9 3.8 4.4 4.0
Charged to Profit & Loss account 15.7 29.5 25.3 23.0 22.2 17.8
Interest shortfall liability Nil Nil Nil Nil Nil 0.4 *
* Interest shortfall liability of ` 0.4 million and after considering the reserves available with the company’s Provident Fund Trust, no provision towards the same has been considered necessary.
Assumptions used in determining the present value obligation of the interest rate guarantee are as follows:
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
a. Approach used Deterministic Deterministic Deterministic Deterministic Deterministic Deterministic
b. Increase in compensation levels 8.00% 5.00% 5.00% 5.00% 5.00% 5.00%
c. Discount Rate 7.15% 7.96% 7.96% 9.31% 8.00% 8.15%
d. Attrition Rate 10.00% 2.00% 2.00% 2.00% 2.00% 2.00%

(b) Gratuity :
The Company provides for gratuity for employees as per Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity, The amount of Gratuity is payable on retirement/termination of the emplyee's last drawn
basic salary per month multiplied for the number of years of service. The gratuity plan is a funded plan and the company makes contribution to recognised funds with Life Insurance Corporation of India (LIC).

381
A Balance Sheet
(i) The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year / period are as follows:
` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Liability at the beginning of the year/period 182.1 149.3 123.3 142.7 102.9 85.1
Interest cost 7.3 11.9 11.5 11.8 8.7 7.0
Current Service Cost 7.5 13.4 10.7 10.9 10.0 9.3
Liability transferred out - (3.3) - 2.3 - -
Benefits Paid (14.3) (14.2) (25.4) (37.9) (5.6) (0.9)
Actuarial (Gains)/Losses on Obligations - Due to Change in Demographic Assumptions 25.2 - - - (0.3) -
Actuarial (Gains)/Losses on Obligations - Due to Change in Financial Assumptions 50.7 - 15.5 (11.1) 2.5 (2.4)
Actuarial (Gains)/Losses on Obligations - Due to Experience 16.9 25.0 13.7 4.6 24.5 4.8
Liability at the end of the year/period 275.4 182.1 149.3 123.3 142.7 102.9

(ii) The amounts recognised in the balance sheet and the movements in the fair value of plan assets over the year / period are as follows: ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Fair Value of plan assets at the beginning of the year/period 132.0 107.3 67.1 89.7 78.1 53.2
Interest Income 5.2 8.5 6.2 7.4 6.7 4.4
Expected return on plan assets 0.3 3.2 3.0 (1.7) 1.3 2.3
Contributions 47.8 27.2 56.4 7.3 9.2 19.1
Transfer from other company - - - 2.3 - -
Benefits paid (14.3) (14.2) (25.4) (37.9) (5.6) (0.9)
Fair Value of plan assets at the end of the year/period 171.0 132.0 107.3 67.1 89.7 78.1

(iii) The net liability disclosed above relates to funded plans are as follows: ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Fair value of plan assets as at the end of the year/period 171.0 132.0 107.3 67.1 89.7 78.1
Liability as at the end of the year/period (275.4) (182.1) (149.3) (123.3) (142.7) (102.9)
Net (liability) / asset (104.4) (50.1) (42.0) (56.2) (53.0) (24.8)

(iv) Balance Sheet Reconciliation ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Opening Net Liability 50.2 42.0 56.2 53.0 24.7 31.9
Expenses Recognized in Statement of Profit or Loss 9.5 16.7 15.8 15.3 12.1 11.9
Expenses Recognized in OCI 92.5 21.9 26.4 (4.8) 25.5 0.1
Net (Liability)/Asset Transfer out - (3.3) - - - -
Employers Contribution (47.8) (27.2) (56.4) (7.3) (9.2) (19.1)
Amount recognised in the Balance Sheet 104.4 50.1 42.0 56.2 53.0 24.8

B Statement of Profit & Loss

(i) Net Interest Cost for Current Period ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Interest Cost 7.3 11.9 11.5 11.8 8.7 7.0
Interest Income (5.3) (8.6) (6.3) (7.4) (6.6) (4.4)
Net Interest Cost for Current Period 2.0 3.3 5.2 4.4 2.1 2.6

382
 (ii) Expenses recognised in the Statement of Profit & Loss ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Current Service cost 7.5 13.4 10.7 10.9 10.0 9.3
Net Interest Cost 2.0 3.3 5.2 4.4 2.1 2.6
Expenses recognised in the Statement of Profit & Loss * 9.5 16.7 15.8 15.3 12.1 11.9
*Includes amount charged to the subsidiaries. 1.5 0.6 2.6 2.8 0.5 1.6

(iii) Expenses recognised in the Other Comprehensive Income ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Re-measurement
Expected return on plan assets (0.3) (3.1) (2.8) 1.7 (1.2) (2.3)
Actuarial (Gain) or Loss 92.8 25.0 29.2 (6.5) 26.7 2.4
Net (Income)/Expense for the Period Recognized in OCI * 92.5 21.9 26.4 (4.8) 25.5 0.1
*Includes amount charged to the subsidiaries. 14.9 0.9 4.3 (0.9) 1.0 0.0

C Fair value of plan assets at the Balance Sheet Date for defined benefit obligations ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Insurer Managed Funds 171.0 132.0 107.2 67.1 89.7 78.1
Total 171.0 132.0 107.2 67.1 89.7 78.1

D Sensitivity Analysis ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Projected Benefit Obligation on Current Assumptions 275.40 182.10 149.30 123.30 142.70 102.90
Delta Effect of +1% Change in Rate of Discounting (15.10) (15.70) (11.70) (9.60) (12.50) (7.40)
Delta Effect of -1% Change in Rate of Discounting 16.90 18.30 13.50 11.00 14.50 8.50
Delta Effect of +1% Change in Rate of Salary Increase 16.60 18.60 13.80 11.30 14.80 8.70
Delta Effect of -1% Change in Rate of Salary Increase (15.10) (16.30) (12.20) (10.00) (13.00) (7.70)
Delta Effect of +1% Change in Rate of Employee Turnover (1.10) 4.50 3.20 4.00 3.80 2.50
Delta Effect of +1% Change in Rate of Employee Turnover 1.20 (5.10) (3.60) (4.40) (4.30) (2.80)

E Significant actuarial assumptions are as follows: ` in million)

(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Discount Rate 7.15% 7.96% 7.96% 9.31% 8.25% 8.50%
Rate of Return on Plan Assets 7.15% 7.96% 7.96% 9.31% 8.25% 8.50%
Salary Escalation 8.00% 5.00% 5.00% 5.00% 5.00% 5.00%
Attrition Rate 10.00% 2.00% 2.00% 2.00% 2.00% 2.00%

31 Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating
segments, has been identified as the Managing Director and CEO of the Company. The Company operates only in one Business Segment i.e. facilitating trading in securities and the activities incidental thereto within India, hence does not have any reportable Segments
as per Indian Accounting Standard 108 "Operating Segments". The Company while presenting the consolidated financial statements has disclosed the segment information as required under Indian Accounting Standard 108 "Operating Segments".

383
32 In compliance with Ind AS 24 - “Related Party Disclosures”, as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules, 2016 the required disclosures are given in the table
below:
(a) Names of the related parties and related party relationships
Sr. No. Related Party Nature of Relationship
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
1 National Securities Clearing Corporation Limited Subsidiary Company Subsidiary Company Subsidiary Company Subsidiary Company Subsidiary Company Subsidiary Company
2 NSE Strategic Investment Corporation Limited Subsidiary Company Subsidiary Company Subsidiary Company Subsidiary Company Subsidiary Company -
(w.e.f. 31.01.2013)
3 NSE IT Limited Subsidiary's Subsidiary Subsidiary's Subsidiary Subsidiary's Subsidiary Subsidiary Company Subsidiary Company Subsidiary Company
Company Company Company (upto 29.06.2013)
Subsidiary's Subsidiary
Company (w.e.f.
30.06.2013)
4 DotEx International Limited Subsidiary's Subsidiary Subsidiary's Subsidiary Subsidiary's Subsidiary Subsidiary Company Subsidiary Company Subsidiary Company
Company Company Company (upto 30.12.2013)
Subsidiary's Subsidiary
Company (w.e.f.
31.12.2013)
5 India Index Services & Products Limited Subsidiary's Subsidiary Subsidiary's Subsidiary Subsidiary's Subsidiary Subsidiary's Subsidiary Subsidiary Company Subsidiary Company
Company Company Company Company (upto 27.03.2013)
Subsidiary's Subsidiary
Company (w.e.f.
28.03.2013)
6 National Commodity Clearing Limited - - - Subsidiary Company Subsidiary Company Subsidiary Company
(upto 28.05.2013)
7 NSE Infotech Services Limited Subsidiary's Subsidiary Subsidiary's Subsidiary Subsidiary's Subsidiary Subsidiary's Subsidiary Subsidiary Company Subsidiary Company
Company Company Company Company (upto 27.03.2013)
Subsidiary's Subsidiary
Company (w.e.f.
28.03.2013)
8 NSE.IT (UK) Inc. - - - - Subsidiary's Subsidiary
- Company
9 NSE.IT (US) Inc. Subsidiary's Subsidiary's Subsidiary's Subsidiary's Subsidiary's Subsidiary's Subsidiary's Subsidiary's Subsidiary's Subsidiary Subsidiary's Subsidiary
Subsidiary Company Subsidiary Company Subsidiary Company Subsidiary Company Company Company

10 NSE Academy Limited Subsidiary's Subsidiary Subsidiary's Subsidiary - - - -

Company Company
(w.e.f. 12.03.2016)
11 National Securities Depository Limited Associate Company Associate Company Associate Company Associate Company Associate Company -
(w.e.f. 01.04.2012)
12 NSDL e-Governance Infrastructure Limited (formerly known as National Securities Depository Subsidiary's Associate Subsidiary's Associate Subsidiary's Associate Associate Company (upto Associate Company Associate Company
Limited) 29.09.2013) Subsidiary's
Associate (w.e.f.
30.09.2013)
13 Omnesys Technologies Private Limited - - - Subsidiary's Associate Subsidiary's Associate Subsidiary Associate
(upto 11.09.2013)
14 Market Simplified India Limited (formerly known as INXS Technologies Limited) Subsidiary's Joint Venture Subsidiary's Joint Venture Subsidiary's Joint Venture Subsidiary's Joint Venture Subsidiary's Joint Venture Subsidiary's Joint Venture

15 BFSI Sector Skill Council of India Associate Company Associate Company Associate Company Associate Company - -
(w.e.f. 21.05.2013)
16 Power Exchange India Limited Subsidiary's Associate Subsidiary's Associate Subsidiary's Associate Associate Company (upto Associate Company Associate Company
21.07.2013) Subsidiary's
Associate (w.e.f.
22.07.2013)
17 Computer Age Management Services Private Limited Subsidiary's Associate Subsidiary's Associate Subsidiary's Associate Subsidiary's Associate - -
(w.e.f. 07.01.2014)
18 Receivables Exchange Of India Limited Subsidiary's Associate Subsdiary's Joint Venture - - - -
(w.e.f. 29.06.2016) (w.e.f. 25.02.2016)

19 Key Management Personnel

(1) Dr.Vijay L Kelkar - Chairman (upto August 31, 2012)
(2) Mr.Ravi Narain - Managing Director (upto March 31, 2013) **
(3) Mr.Chitra Ramkrishna - Managing Director ***
** Non-Executive Vice Chairman effective April 1, 2013
*** Managing Director (from April 1, 2013 to December 2, 2016)

384
 ` in million)
(`
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
National Securities Clearing Corporation Ltd.
Nature of Transactions
Usage charges received 83.9 162.5 134.3 81.4 69.3 50.7
Space and Infrastructure usage charges received 24.9 42.3 39.7 56.1 62.3 61.2
Reimbursement received for expenses on staff on deputation 94.6 120.5 128.9 109.4 121.9 103.2
Reimbursement received for other expenses incurred 213.1 411.9 338.5 296.9 259.8 223.0
Dividend received 1,575.0 1,462.5 1,125.0 1,462.5 2,025.0 900.0
Clearing and Settlement charges paid 551.6 1,120.4 1,024.5 849.8 810.0 1,277.1
Contribution to NSCCL Core SGF expenses 1,340.7 2,343.3 2,229.7 2,548.2 2,194.0 -
Contribution to NSCCL Core SGF liability (2,843.9) (6,905.2) (5,271.9) (4,742.2) (2,194.0) -
Purchase of Investment - 9.3 - - - -
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit (* - net of provision for expense of ` 85.91 million) * 153.7 333.1 246.5 236.9 185.2 71.4
Investment in Equity Share Capital 56.4 56.4 56.4 56.4 56.4 56.4

NSE.IT Ltd.
Nature of Transactions
Reimbursement received for other expenses incurred 0.4 0.4 6.7 2.2 12.5 2.9
Software Development Charges paid 18.5 16.8 11.9 0.7 5.7 1.2
Software Expenses 4.4 0.0 8.3 - - -
Repairs and maintenance – Computer trading , Telecommunication systems 142.5 342.6 341.2 322.9 287.6 231.7
STP Charges received 0.2 0.4 0.1 0.1 0.1 0.1
Rent Received - - - - 0.1 1.9
NCFM Test expenses paid 19.9 72.8 65.2 78.9 74.8 60.3
CTCL Empanelment charges received - 0.9 1.1 0.9 0.7 0.3
IT management and consultancy charges paid 27.7 53.8 40.8 39.0 37.6 41.7
Installation commissioning & warranty charges for trading system - - 3.5 2.2 2.0 2.5
Dividend received - - - 21.0 37.0 40.0
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit (82.7) (48.3) (10.5) (21.9) (37.4) (49.1)
Investment in Equity Share Capital - - - - 100.0 100.0

DotEx International Ltd.

Nature of Transactions
Space and Infrastructure usage charges received 4.5 8.5 7.4 9.5 9.6 9.9
Reimbursement received for expenses on staff on deputation 14.3 23.5 20.7 21.0 30.0 25.5
Reimbursement for expenses incurred 1.0 44.0 20.3 242.4 96.0 103.7
Empanelment charges received 0.6 0.6 0.6 0.5 0.6 0.4
Purchase of Asset - - - - 0.1 -
Data Subscription Charges Paid - - - - 1.3 -
Amount received towards revenue sharing on account of info feed services 100.4 172.5 134.7 105.6 79.9 79.1
Web trading related expenses 84.6 195.1 190.7 200.6 245.1 260.4
Dividend received - - - 24.0 24.0 18.0
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit 8.7 1.5 (8.9) 8.2 (16.9) (141.9)
Investment in Equity Share Capital - - - - 6.9 6.9

385
 ` in million)
(`
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
India Index Services & Products Ltd.
Nature of Transactions
License fees paid 55.5 114.6 89.5 79.7 62.3 84.7
Usage Charges received 8.6 8.4 8.4 8.4 - -
Space and Infrastructure usage charges received 3.8 5.6 5.0 5.4 5.8 5.2
Reimbursement received for expenses on staff on deputation 13.2 18.7 14.4 8.6 12.0 14.3
Reimbursement received for other expenses incurred 2.2 78.5 11.9 97.3 81.3 75.2
Dividend received - - - - 8.0 6.0
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit (* - net of advances of ` 10.5 million) * (1.4) (0.8) 2.3 3.6 11.8 5.0
Investment in Equity Share Capital - - - - - 6.7

National Commodity Clearing Ltd

Nature of Transactions
License fees paid - - - - - -
Space and Infrastructure usage charges received - - - 0.8 5.6 5.7
Reimbursement received for expenses on staff on deputation - - - 0.9 9.2 13.0
Reimbursement received for other expenses incurred - - - 1.1 8.1 8.9
Dividend received - - - - - -
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit - - - - 5.1 8.8
Investment in Equity Share Capital - - - - 30.9 30.9

NSE Infotech Services Ltd.

Nature of Transactions
IT management and consultancy charges paid 130.4 265.2 256.5 187.4 186.1 177.8
Repairs and maintenance – Computer trading , Telecommunication systems 84.9 179.1 191.2 162.6 180.5 196.8
Rent received 2.6 4.5 2.2 2.3 2.4 2.2
Reimbursement received for expenses incurred 60.9 137.7 124.4 93.7 106.0 93.1
Advance paid 51.8 - - - - 49.6
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit 20.1 (72.3) 2.1 (3.1) (11.6) (14.5)
Investment in Equity Share Capital - - - - - 0.5

NSE Strategic Investment Corporation Limited

Nature of Transactions
Investment in Preference Share Capital during the period - - - 3,900.8 224.8 -
Investment in Equity Share Capital during the year - - - 3,900.8 225.3 -
Sale of equity shares of India Index Services & Products Limited - - - - 333.5 -
Sale of equity shares of NSE InfotechServices Ltd. - - - - 37.5 -
Sale of Equity shares of Power Exchange India Limited - - - 150.0 - -
Sale of Preference shares of Power Exchange India Limited - - - 50.0 - -
Sale of Equity shares of Dotex International Limited - - - 1,224.0 - -
Sale of Equity Shares of NSDL e_ governance Infrastructure Ltd - - - 551.0 - -
Sale of Equity Shares of NSE.IT Ltd - - - 600.0 - -
Deposit Received 0.3 - - - - -
Reimbursement received for expenses incurred 5.6 28.6 0.6 3.9 20.7 -
Space and Infrastructure usage charges received 1.0 2.0 - - - -
Reimbursement received for expenses on staff on deputation 7.7 15.3 - - - -
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit 5.5 11.4 - - 4.1 -
Investment in Preference Share Capital 4,129.7 4,129.7 4,125.6 4,125.6 224.8 -
Investment in Equity Share Capital 4,131.3 4,131.3 4,126.1 4,126.1 225.3 -

386
 ` in million)
(`
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
NSE Academy Limited
Nature of Transactions
Assets transferred on slump sale 5.6 - - - - -
Reimbursement received for expenses on staff on deputation 12.9 - - - - -
Reimbursement received for expenses incurred 6.5 - - - - -
Space and Infrastructure usage charges received 4.3 - - - - -
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit 30.1 - - - - -

Power Exchange India Ltd

Nature of Transactions
Space and Infrastructure usage charges received - - - - - 30.9
Repairs and maintenance – Computer trading , Telecommunication systems - - - - - -
Rent received - - - - - -
Investment in Equity Share Capital - - - - 20.0 -
Reimbursement received for other expenses incurred - - 11.5 - - 2.9
Investment in Preference Shares - - - - - 50.0
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit - - - 11.5 14.2 19.3
Investment in Equity Share Capital - - - - 150.0 130.0
Investment in Preference Share Capital - - - - 50.0 50.0

NSDL e-Governance Infrastructure Limited (formerly known as National Securities Depository

Limited)
Nature of Transactions
Reimbursement received for expenses incurred - - - - - 0.3
Miscellaneous expenditure - 0.0 - - - -
Dividend received - - - 55.1 80.1 50.1
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit - - - 0.1 0.1 0.1
Investment in Equity Share Capital - - - - 354.2 969.0

National Securities Depository Limited

Nature of Transactions
Reimbursement received for expenses incurred - - - - - -
Dividend received 25.0 25.0 25.0 25.0 - -
Other Charges received - - - - - -
STP Charges received 0.0 0.0 0.0 0.0 0.0 0.2
Miscellaneous expenditure - 0.0 - - - -
DP Validation Charges 3.1 - - - - -
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit (0.7) 0.1 0.1 - - -
Investment in Equity Share Capital 614.9 614.9 614.9 614.9 614.9 -

Omnesys Technologies Private Limited

Nature of Transactions
CTCL Empanelment charges received - - - - 0.9 -
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit - - - - - -

387
 ` in million)
(`
Particulars 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
BFSI Sector Skill Council of India
Nature of Transactions
Amount paid towards PMKVY centres - 0.9 - - - -
Amount paid towards trainer certification fees - - - - - -
Investment in Equity Share Capital - - - 10.0 - -
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit - - - - - -
Investment in Equity Share Capital 10.0 10.0 10.0 10.0 - -

Computer Age Management Services Private Limited

Nature of Transactions
Reimbursement paid for expenses incurred - - - 1.2 - -
Amount paid towards Rent 0.4 1.1 - - - -
Reimbursement received for expenses incurred - - - 0.4 - -
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit - - - (0.8) - -

Market Simplified India Limited

Nature of Transactions
Consultancy Charges paid for software development - 18.8 - - - -
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit - - - - - -

Receivables Exchange Of India Limited

Nature of Transactions
Recoverable towards software development charges paid - 1.5 - - - -
Interest recoverable - 0.0 - - - -
Amount paid towards Rent 3.6 - - - - -
Closing balance (Credit)/Debit
Closing balance (Credit)/Debit 5.1 1.5 - - - -

Key Management Personnel

Ms. Chitra Ramkrishna - Managing Director & CEO (from 01.04.2013 to 02.12.2016) (Jt.
Managing Director upto 31.03.2013)
Mr. Ravi Narain - Managing Director upto 31.03.2013
Dr. Vijay L. Kelkar - Chairman upto 31.08.2012
Nature of Transactions
Short-term employee benefits 63.3 70.5 57.0 38.9 155.4** 128.6
Post-employment benefits # 4.5 8.2 6.5 5.7 10.6 9.2
Long-term employee benefits * 15.8 12.5 11.0 - 18.1 -
Total Remuneration 83.6 91.2 74.5 44.6 184.1 137.8
Housing Loan Closing Balances - - - - - 0.1
* includes 50% of the variable pay payable after 3 years subject to certain conditions,
# As the liabilities for defined benefit plan are provied on acturial basis for the Company as a whole, the amount pertaining to key managerial persons are not included.
** Excludes ` 99.7 million pertaining to earlier year and payment towards retirals.
:0.0 denotes amounts below the rounding off convention

388
33 Capital and other commitments ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Estimated amount of contracts remaining to be executed on capital account (net of advances) and 578.0 711.4 357.0 526.7 428.8 265.2
not provided
Network infrastructure charges - 37.9 108.6 186.3 344.6 468.0

Other commitments 228.1 471.5 128.4 95.2 54.8 19.0

34 Contingent liability:
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
a) Claims against the company not acknowledged as debts amounts to 93.1 52.0 56.5 111.0 78.7 59.2

b) In a complaint filed by a competitor against the Company, the Competition Commission of India directed the Company to pay a penalty. The Company had appealed against the order before the Hon'ble Competition Appellate Tribunal (COMPAT) which rejected the
appeal. The Company has appealed against the said order and stay has been granted by the Hon'ble Supreme Court of India. In respect of the same subject matter, a compensation claim has been filed against the Company before the COMPAT by the competitor and
the same is being disputed by the Company. Based on the legal advice, the Company is of the view that there are strong grounds that the Hon'ble Supreme Court of India will over turn the decision of the COMPAT. In view of the same no provision has been made in
respect of penalty and compensation claimed.
` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Penalty amount 555.0 555.0 555.0 555.0 555.0 555.0
Compensation claimed 8,569.9 8,569.9 8,569.9 - - -

c) A suit has been filed, jointly and severally against the Company and National Securities Clearing Corporation Limited for damages / compensation along with interest thereon and has been disputed by the Company. As per the legal opinion received, the possibiity of the
claim being awarded against the Company is remote. In view of the same no provision has been made in respect of damages / compensation claimed.

` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Damages / compensation claimed 1525.7 1525.7 1525.7 1,525.70 - -

d) On account of disputed demand of:

(` in million)
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Income tax matters 378.7 378.1 459.9 533.6 529.8 551.2
Fringe Benefit Tax matters 22.1 22.1 22.1 22.1 22.1 22.1
Wealth tax matters 0.85 19.4 19.4 19.4 19.4 19.4
Serivces tax matters 397.5 392 392 392 392 281
Securities Transaction Tax matters (refer note 7) 67.6 67.6 67.6 67.6 67.6 67.6

` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
e) Bank guarantees 40.0 40.0 40.1 40.1 49 49

35 Details under the MSMED Act, 2006 for dues to micro and small, medium enterprises ` in million)
(`
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Outstandings 0.1 1.1 0.5 1.7 2.4 3.7

389
36 Lease
The Company has taken land on finance lease. The following is the summary of future minimum lease rental payment under finance lease arrangement entered into by the Company.
(`
` in million)
Minimum lease payments 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Minimum lease Minimum lease Minimum lease payments Minimum lease Minimum lease Minimum lease
- Not later than one year payments 9.3 payments 9.3 9.3 payments 9.3 payments 9.3 payments 9.3
- Later than one year and not later than five years 62.5 58.1 49.0 37.8 37.7 37.6
- Later than five years 1,311.8 1,321.0 1,339.3 1,363.9 1,373.1 1,382.3
Total minimum lease commitments 1,383.6 1,388.4 1,397.6 1,411.0 1,420.1 1,429.2
Less: future finance charges 1,285.7 1,293.4 1,307.9 1,326.0 1,339.0 1,351.5
Present value of minimum lease premium 97.9 95.0 89.6 85.0 81.1 77.8
Other financial liabilities - current 9.3 9.3 9.3 9.3 9.3 9.3
Other financial liabilities - non current 88.6 85.7 80.3 75.7 71.8 68.5

(`
` in million)
Present value of minimum lease payments 30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Present value of Present value of Present value of Present value of Present value of Present value of
minimum lease minimum lease minimum lease payments minimum lease minimum lease minimum lease
payments payments payments payments payments

- Not later than one year 9.3 9.3 9.3 9.3 9.3 9.3
- Later than one year and not later than five years 37.0 31.7 27.0 22.8 22.7 22.7
- Later than five years 51.6 54.0 53.3 52.9 49.1 45.8
Total minimum lease commitments 97.9 95.0 89.6 85.0 81.1 77.8

37 On June 20, 2012, Securities Exchange Board of India (‘SEBI’) notified Securities Contracts (Regulations) (Stock Exchanges and Clearing Corporations) Regulations, 2012 (“the Regulations”) to regulate recognition, ownership and governance in stock exchanges and
clearing corporations in India. In accordance with Regulation 33 of the Regulations, every recognized stock exchange was required to transfer twenty five percent (25%) of its annual profits every year to a Settlement Guarantee Fund (“SGF”) of the recognized clearing
corporation(s) which clears and settles trades executed on that stock exchange to guarantee settlement of trades. Subsequently, SEBI in its press release No.66/2012 dated June 21, 2012 made an announcement about expert committee being formed to inter-alia look
into the norms for adequacy of the core corpus of the SGF and it’s sourcing, including transfer of profits by stock exchanges to SGF in the long run. As a matter of prudence, the Company had recorded the provisional appropriation from reserves at 25% of its annual
profit after tax in its financial statements.

On August 27, 2014, SEBI vide its circular no. CIR/MRD/DRMNP/25/2014 issued norms relating to Core Settlement Guarantee Fund (“Core SGF”) and contribution requirements by recognised stock exchange to Core SGF maintained by clearing corporations. As per
the circular, stock exchange contribution to Core SGF shall be at least 25% of the Minimum Required Contribution (“MRC”) determined by clearing corporation. The contribution towards Core SGF is eligible to be adjusted against twenty five percent transfer of profits by
stock exchange under the Regulations. Accordingly, the Company had recorded a provisional appropriation of ` 5271.9 million as at March 31, 2015 (net of ` 1700 million for contribution to MRC of Core SGF for the year ended March 31, 2015) from reserves and the
same had been disclosed as provision in the balance sheet of the Company as on April 1, 2015.

On May 4, 2016, SEBI in its circular no. SEBI/HO/MRD/DRMNP/CIR/2016/54 notified that the provisions made by stock exchange towards the transfer of profits to SGF until March 31, 2015 shall be transferred to the Core SGF maintained by the clearing corporation
within one month of the date of issuance of the notification. Further, as per the circular, SEBI will notify the amounts to be transferred by the stock exchange to the Core SGF maintained by the clearing corporation in respect of the period from April 01, 2015 till the date
of amendment of the Regulations by SEBI. Accordingly, the provisional appropriations made out of reserves aggregating to ` 5271.9 million disclosed as provision in the balance sheet of the Company as on March 31, 2015 was reversed and an expense of `
5271.9 million was recorded in the statement of profit and loss for the year ended March 31, 2016. During the year ended March 31, 2016, the Company had also recorded an expense of ` 1633.0 million (net of ` 710 million for contribution to MRC of Core SGF for
the year ended March 31, 2016) in its statement of profit and loss and other current liability of ` 6905.2 million in its condensed balance sheet as of March 31, 2016.

For the purpose of Restated Standalone Statement of Profit and Loss, the Company has recorded the contribution to Core SGF related to the years ended March 31, 2016, 2015, 2014 and 2013 as an expense in each the respective years to which such contribution
relates to. Refer also annexure VII for restatement adjustment in preparing these restated standalone financial information.

Effective August 29, 2016, SEBI has amended Regulation 33 of SECC Regulations, 2012 and the Company is now required to contribute only towards the MRC of Core SGF. Accordingly, during the half year ended September 30, 2016, the Company has recorded an
expense of ` 1210.7 million (pro-rata based on profits till the date of amendment of the Regulation) (net of ` 130 million for contribution to MRC of Core SGF for the half year ended September 30, 2016) in its statement of profit and loss and disclosed ` 2843.9 million
as the amount payable to Core SGF as other current liability in its balance sheet as of September 30, 2016.

38 Exceptional item for the year ended March 31, 2014 represents profit of ` 1913.1 millions on sale of equity shares held in two subsidiary companies and an associate company to another subsidiary company and ` 33.5 millions on sale of equity shares of a subsidiary
company and for the year ended March 31, 2013 ` 363.8 millions on sale of equity shares held in two subsidiary companies to another subsidiary company.

39 Other events after the reporting period

The Board of Directors of the Company at their meeting held on October 4, 2016, inter alia
(i) Declared an interim dividend of ` 79.50 (795%) per equity share of ` 10/- each. The record date to determine the eligibility for payment of the interim dividend was fixed as October 17, 2016 and the interim dividend has been paid to the shareholders of the Company
on October 18 and October 19, 2016.

(ii) Recommended issue of Bonus equity shares in the proportion of 1 (one) bonus share of ` 10/- (Rupees Ten each) for every existing 10 (Ten) fully paid up equity shares of ` 10 each, which is approved by the shareholders in the general meeting held on November 10,
2016. The record date for issue of bonus shares was November 23, 2016.

(iii) Recommended sub-division of equity shares of ` 10 each, into equity shares having a face value of ` 1. The same is approved by the shareholders in the general meeting held on November 10, 2016, approved by SEBI on November 27, 2016 and notified in the
gazzette on December 10, 2016. The record date for stock split was December 13, 2016.
390
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Standalone financial information
Note 40 - Financial Instruments by category
(`
` in million)
30-09-2016 31-03-2016 31-03-2015 Proforma 31-03-2014 Proforma 31-03-2013 Proforma 31-03-2012 Proforma
FVPL FVOCI Amortised FVPL FVOCI Amortised FVPL FVOCI Amortised FVPL FVOCI Amortised FVPL FVOCI Amortised FVPL FVOCI Amortised
Cost Cost Cost Cost Cost Cost
Financial Assets
Investments
Equity Instruments - 1,653.6 - - 1,602.8 - - 1,387.1 - - 900.6 - - 1,905.6 - - 2,190.6 -
Preference Shares - - - - - - - - - - - - 50.0 - - 50.0 - -
Debentures - - 12,966.7 - - 13,567.8 - - 11,042.5 - - 4,869.9 - - 2,016.3 - - 1,198.5
Taxable Bonds - - 1,164.6 - - 1,503.8 - - 1,478.9 - - 3,894.1 - - 755.9 - - 21.0
Taxfree Bonds - - 7,694.6 - - 4,622.5 - - 647.6 - - 843.6 - - 1,674.4 - - 1,693.5
Commercial Paper - - - - - - - - 3,416.1 - - 2,574.4 - - 8,265.5 - - 4,510.8
Certificate of Deposits - - - - - - - - - - - 1,392.0 - - 3,188.8 - - 1,280.5
Fixed Deposits - - 4,861.1 - - 15,376.4 - - 21,225.2 - - 35,579.1 - - 33,234.5 - - 34,473.4
Inter Corporate Deposits - - - - - - - - - - - - - - 169.9 - - 317.5
Government Securities - 5,384.3 - - 12,671.2 - - 6,475.8 - - 350.2 - - 154.5 - - - -
Mutual Funds 25,249.0 - - 6,869.5 - - 8,750.0 - - 1,193.6 - - 344.2 - - 1,188.6 - -
Exchange Traded Funds 4,005.2 - - 3,433.9 - - 685.8 - - - - - - - - - - -
Trade receivables - - 2,380.7 - - 2,249.4 - - 1,694.2 - - 1,515.2 - - 1,220.3 - - 1,384.8
Cash and Cash equivalents - - 815.3 - - 506.5 - - 327.0 - - 261.9 - - 276.0 - - 274.6
Security deposit for utilities and premises - - 21.4 - - 21.6 - - 18.3 - - 17.3 - - 21.6 - - 20.8
Other receivables - - 139.0 - - 50.8 - - 34.9 - - 42.2 - - 44.4 - - 85.3
Total financial assets 29,254.2 7,037.9 30,043.4 10,303.4 14,274.0 37,898.8 9,435.8 7,862.9 39,884.7 1,193.6 1,250.8 50,989.7 394.2 2,060.1 50,867.5 1,238.6 2,190.6 45,260.7

Financial liabilities
Obligations under Finance Lease - - 97.9 - - 95.0 - - 89.6 - - 85.0 - - 81.1 - - 77.7
Deposits - - 11,159.1 - - 11,041.9 - - 11,264.7 - - 11,514.5 - - 11,841.0 - - 12,154.3
Trade payables - - 1,012.3 - - 875.2 - - 615.1 - - 561.1 - - 669.0 - - 627.8
Other liabilities - - 780.4 - - 769.0 - - 766.7 - - 1,281.2 - - 1,213.5 - - 593.2
Total financial liabilities - - 13,049.7 - - 12,781.0 - - 12,736.2 - - 13,441.8 - - 13,804.6 - - 13,453.0

391
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Standalone financial information

Note 40 - Fair Value Measurements

i) Fair Value Hierarchy and valuation technique used to determine fair value :
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are
recognised and measured at fair value and are disclosed in the financial statements. To provide an indication about the reliability of the
inputs used in determining fair value, the Company has classified its financial instruments into the three level prescribed under the
accounting standard. An explaination of each level follows underneath the table.
(`
` in million)
Financial Assets measured at Fair Value - recurring fair Value Notes Level 1 Level 2 Total
measurements at 30.09.2016

Financial Assets
Financial Investments at FVPL
Mutual Fund - Growth Plan 9 25,249.0 - 25,249.0
Exchange Traded Funds 4 4,005.2 - 4,005.2

Financial Investments at FVOCI

Debt Instrument at FVOCI - Government Securities 4 - 5,384.3 5,384.3
Unquoted Equity Investments - National Commodity & Derivative 4 - 1,646.8 1,646.8
Exchange Ltd.
Quoted Equity Investments - MCX Limited 4 6.8 - 6.8

Total Financial Assets 29,261.0 7,031.1 36,292.1

Assets and Liabilities which are measured at Amortised Cost for Notes Level 1 Level 2 Total
which fair value are disclosed at 30 Sept, 2016 30 Sept,2016

Financial Assets
Investments
Debentures 40(ii) - 13,412.9 13,412.9
Taxable Bonds 40(ii) - 1,229.8 1,229.8
Taxfree Bonds 40(ii) - 7,958.5 7,958.5
Fixed Deposit 40(ii) - 4,909.7 4,909.7

Total Financial Assets - 27,510.9 27,510.9

Financial Liabilities
Obligations under Finance Lease 40(ii) - 177.2 177.2

Total Financial Liabilities - 177.2 177.2

Financial Assets measured at Fair Value - recurring fair Value Notes Level 1 Level 2 Total
measurements At 31.03.2016

Financial Assets
Financial Investments at FVPL
Mutual Fund - Growth Plan 9 6,869.5 - 6,869.5
Exchange Traded Funds 4 3,433.9 - 3,433.9

Financial Investments at FVOCI

Debt Instrument at FVOCI - Government Securities 4 - 12,671.2 12,671.2
Unquoted Equity Investments - National Commodity & Derivative 4 - 1,598.6 1,598.6
Exchange Ltd.
Quoted Equity Investments - MCX Limited 4 4.2 - 4.2

Total Financial Assets 10,307.6 14,269.8 24,577.4

Assets and Liabilities which are measured at Amortised Cost for Notes Level 1 Level 2 Total
which fair value are disclosed at 31 March, 2016 31 March,2016

Financial Assets
Investments
Debentures 40(ii) - 13,635.6 13,635.6
Taxable Bonds 40(ii) - 1,528.5 1,528.5
Taxfree Bonds 40(ii) - 4,621.8 4,621.8
Fixed Deposit 40(ii) - 15,480.6 15,480.6

Total Financial Assets - 35,266.5 35,266.5

Financial Liabilities
Obligations under Finance Lease 40(ii) - 173.5 173.5

Total Financial Liabilities - 173.5 173.5

Financial Assets measured at Fair Value - recurring fair Value Notes Level 1 Level 2 Total
measurements At 31.03.2015

Financial Assets
Financial Investments at FVPL
Mutual Fund - Growth Plan 9 8,750.0 - 8,750.0
Exchange Traded Funds 4 685.8 - 685.8

Financial Investments at FVOCI

Debt Instrument at FVOCI - Government Securities 4 - 6,475.8 6,475.8
Unquoted Equity Investments - National Commodity & Derivative 4 - 1,381.5 1,381.5
Exchange Ltd.
Quoted Equity Investments - MCX Limited 4 5.6 - 5.6

Total Financial Assets 9,441.4 7,857.3 17,298.7

392
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Standalone financial information

Note 40 - Fair Value Measurements

Assets and Liabilities which are measured at Amortised Cost for Notes Level 1 Level 2 Total
which fair value are disclosed at 31 March, 2015 31 March,2015

Financial Assets
Investments
Debentures 40(ii) - 11,085.2 11,085.2
Taxable Bonds 40(ii) - 1,495.8 1,495.8
Taxfree Bonds 40(ii) - 677.7 677.7
Commercial Paper 40(ii) - 3,416.1 3,416.1
Fixed Deposit 40(ii) - 21,250.3 21,250.3

Total Financial Assets - 37,925.1 37,925.1

Financial Liabilities
Obligations under Finance Lease 40(ii) - 156.1 156.1

Total Financial Liabilities - 156.1 156.1

Financial Assets measured at Fair Value - recurring fair Value Notes Level 1 Level 2 Total
measurements At 31.03.2014

Financial Assets
Financial Investments at FVPL
Mutual Fund - Growth Plan 9 1,193.6 - 1,193.6

Financial Investments at FVOCI

Debt Instrument at FVOCI - Government Securities 4 - 350.2 350.2
Unquoted Equity Investments - National Commodity & Derivative 4 - 898.1 898.1
Exchange Ltd.
Quoted Equity Investments - MCX Limited 4 2.5 - 2.5

Total Financial Assets 1,196.1 1,248.3 2,444.4

Assets and Liabilities which are measured at Amortised Cost for Notes Level 1 Level 2 Total
which fair value are disclosed at 31 March, 2014 31 March,2014

Financial Assets
Investments
Debentures 40(ii) - 4,872.1 4,872.1
Taxable Bonds 40(ii) - 3,798.9 3,798.9
Taxfree Bonds 40(ii) - 933.9 933.9
Commercial Paper 40(ii) - 2,576.0 2,576.0
Certificate of Deposits 40(ii) - 1,433.5 1,433.5
Fixed Deposit 40(ii) - 37,144.7 37,144.7

Total Financial Assets - 50,759.1 50,759.1

Financial Liabilities
Obligations under Finance Lease 40(ii) - 150.0 150.0

Total Financial Liabilities - 150.0 150.0

Financial Assets measured at Fair Value - recurring fair Value Notes Level 1 Level 2 Total
measurements At 31.03.2013

Financial Assets
Financial Investments at FVPL
Mutual Fund - Growth Plan 9 344.2 - 344.2
Preference Shares 4 - 50.0 50.0

Financial Investments at FVOCI

Debt Instrument at FVOCI - Government Securities 4 - 154.5 154.5
Unquoted Equity Investments - National Commodity & Derivative 4 - 867.3 867.3
Exchange Ltd.
Quoted Equity Investments - MCX Limited 4 1,038.3 - 1,038.3

Total Financial Assets 1,382.5 1,071.8 2,454.3

Assets and Liabilities which are measured at Amortised Cost for Notes Level 1 Level 2 Total
which fair value are disclosed at 31 March, 2013 31 March,2013

Financial Assets
Investments
Debentures 40(ii) - 2,015.4 2,015.4
Taxable Bonds 40(ii) - 736.6 736.6
Taxfree Bonds 40(ii) - 1,731.4 1,731.4
Commercial Paper 40(ii) - 8,266.2 8,266.2
Certificate of Deposits 40(ii) - 3,199.7 3,199.7
Fixed Deposit 40(ii) - 34,046.5 34,046.5
Inter Corporate Deposits 40(ii) - 163.5 163.5

Total Financial Assets - 50,159.2 50,159.2

Financial Liabilities
Obligations under Finance Lease 40(ii) - 144.5 144.5

Total Financial Liabilities - 144.5 144.5

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NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Standalone financial information

Note 40 - Fair Value Measurements

Financial Assets measured at Fair Value - recurring fair Value Notes Level 1 Level 2 Total
measurements At 31.03.2012

Financial Assets
Financial Investments at FVPL
Mutual Fund - Growth Plan 9 1,188.6 - 1,188.6
Preference Shares 4 - 50.0 50.0

Financial Investments at FVOCI

Debt Instrument at FVOCI - Government Securities 4 - - -
Unquoted Equity Investments - National Commodity & Derivative 4 - 602.8 602.8
Exchange Ltd.
Quoted Equity Investments - MCX Limited 4 1,587.8 - 1,587.8

Total Financial Assets 2,776.4 652.8 3,429.2

Assets and Liabilities which are measured at Amortised Cost for Notes Level 1 Level 2 Total
which fair value are disclosed at 31 March, 2012 31 March,2012

Financial Assets
Investments
Debentures 40(ii) - 1,197.7 1,197.7
Taxable Bonds 40(ii) - 20.7 20.7
Taxfree Bonds 40(ii) - 1,696.4 1,696.4
Commercial Paper 40(ii) - 4,489.4 4,489.4
Certificate of Deposits 40(ii) - 1,300.1 1,300.1
Fixed Deposit 40(ii) - 34,964.5 34,964.5
Inter Corporate Deposits 40(ii) - 298.1 298.1

Total Financial Assets - 43,966.9 43,966.9

Financial Liabilities
Obligations under Finance Lease 40(ii) - 131.4 131.4

Total Financial Liabilities - 131.4 131.4

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs
used in the valuation technique. The hierarachy gives the highest priority to quoted prices in active market for identical assets or
liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements). The categories used are as
follows :
- Level 1:
This hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, exchange traded
funds and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is
valued using the closing price as at the reporting period. The mutual funds are valued using the closing Net Assets Value (NAV). NAV
represents the price at which the issuer will issue further units and will redeem such units of mutual fund to and from the investors.

- Level 2:
The fair value of financial instruments that are not traded in an active market (such as traded bonds, debentures, government
securities and commercial papers) is determined using Fixed Income Money Market and Derivatives Association of India (FIMMDA)
inputs and valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific
estimates. Considering that all significant inputs required to fair value such instruments are observable, these are included in level 2.

The fair value of investments in equity shares of NCDEX has been classified within Level 2 of the fair value hierarchy.
Valuations of Level 2 instruments can be verified to recent trading activity for identical or similar instruments, broker or dealer
quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the
quotations (e.g., indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.

The Management has considered Price to Book (P/B) multiple under the Market Approach to arrive at the fair value of investment in
NCDEX as at each reporting date. The P/B is computed based on the price of recent investment transaction available in market and
applied to the book value of NCDEX to arrive at the fair value of Company's investment in NCDEX at each reporting date.

- Level 3:
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
There are no transfers between levels 1 and 2 during the period. The Company's policy is to recognise transfers into and transfers out
of fair value hirerchy level as at the end of reporting period.

ii) Valuation processes :

The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for
financial reporting purposes, including level 3 fair values. This team reports directly to the Chief Financial Officer (CFO).

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NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Annexure VI - Notes to the Restated Standalone financial information

ii) Fair value of financial assets and liabilities measured at amortised cost :
(`
` in million)
30-09-16 31-03-16 31-03-15 31-03-14 31-03-13 31-03-12

Carrying Carrying Carrying Carrying Carrying Carrying

Notes Fair Value Fair Value Fair Value Fair Value Fair Value Fair Value
Amount Amount Amount Amount Amount Amount

Financial Assets
Debentures 4,9 12,966.7 13,412.9 13,567.8 13,635.6 11,042.5 11,085.2 4,869.9 4,872.1 2,016.3 2,015.4 1,198.5 1,197.7
Taxable Bonds 4,9 1,164.6 1,229.8 1,503.8 1,528.5 1,478.9 1,495.9 3,894.1 3,798.9 755.9 736.6 21.0 20.7
Taxfree Bonds 4,9 7,694.6 7,958.5 4,622.5 4,621.8 647.6 677.7 843.6 933.9 1,674.4 1,731.4 1,693.5 1,696.4
Commercial Paper 9 - - - - 3,416.1 3,416.1 2,574.4 2,576.0 8,265.5 8,266.2 4,510.8 4,489.4
Certificate of Deposits 11 , 12 - - - - - - 1,392.0 1,433.5 3,188.8 3,199.7 1,280.5 1,300.1
Fixed Deposits (including accrued interest) 5 , 6 , 12 4,861.1 4,909.7 15,376.4 15,480.6 21,225.2 21,250.3 35,579.1 37,144.7 33,234.5 34,046.5 34,473.4 34,964.5
Inter Corporate Deposits 9 - - - - - - - - 169.9 163.5 317.5 298.2
Total Financial Assets 26,687.0 27,510.9 35,070.5 35,266.5 37,810.3 37,925.2 49,153.1 50,759.2 49,305.3 50,159.2 43,495.2 43,967.0

Financial Liabilities
Obligations under Finance Lease 15 , 16 97.9 177.2 95.0 173.5 89.6 156.1 85.0 150.0 81.1 144.5 77.7 131.4
Total Financial Liabilities 97.9 177.2 95.0 173.5 89.6 156.1 85.0 150.0 81.1 144.5 77.7 131.4

The carrying amounts of trade receivables, trade payables, other receivables, cash and cash equivalent including other current bank balances and other liabilities including deposits, creditor for capital expenditure, etc. are considered to be the same as
their fair values, due to current and short term nature of such balances.
The fair value of finance lease obligation is based on discounted cash flow.
For financial assets and liabilties that are measured at fair value, the carrying amounts are equal to the fair values.

Significant estimates
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions
existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions see note (i).

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National Stock exchange
Annexure VI - Notes to the Restated Standalone financial information

Note 40 - FINANCIAL RISK MANAGEMENT

The Company’s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Company's senior management
has the overall responsibility for the establishment and oversight of the Company's risk management framework. The Company has constituted a Risk
Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The Company's risk management
policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to
limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.

The Risk Management Committee of the Company is supported by the Treasury department that provides assurance that the Company's financial risk activities
are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies
and risk objectives. The Treasury department activities are designed to:
- protect the Company's financial results and position from financial risks
- maintain market risks within acceptable parameters, while optimising returns; and
- protect the Company’s financial investments, while maximising returns.
The Treasury department is responsible to maximise the return on companies internally genereted funds.
A MANAGEMENT OF LIQUIDITY RISK
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company’s approach to managing liquidity
is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both
normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the Company’s credit rating and impair investor confidence.

The following table shows the maturity analysis of the Company's financial liabilities based on contractually agreed undiscounted cash flows as at the Balance
Sheet date.
(`
` in million)
Carrying Less than More than
Notes Total
amount 12 months 12 months
As at September 30, 2016
Obligations under Finance Lease 15 , 16 97.9 9.3 88.6 97.9
Deposits 16 , 24 11,159.1 11,159.1 11,159.1
Trade payables 14 , 16 1,012.3 1,012.3 1,012.3
Other liabilities 16 780.4 780.4 780.4

As at March 31, 2016

Obligations under Finance Lease 15 , 16 95.0 9.3 85.7 95.0
Deposits 16 , 24 11,041.9 11,041.9 11,041.9
Trade payables 14 , 16 875.2 875.2 875.2
Other liablities 16 769.0 769.0 769.0

As at March 31, 2015 (Proforma)

Obligations under Finance Lease 15 , 16 89.6 9.3 80.3 89.6
Deposits 16 , 24 11,264.7 11,264.7 11,264.7
Trade payables 14 , 16 615.1 615.1 615.1
Other liablities 16 766.7 766.7 766.7

As at March 31, 2014 (Proforma)

Obligations under Finance Lease 15 , 16 85.0 9.3 75.7 85.0
Deposits 16 , 24 11,514.5 11,514.5 11,514.5
Trade payables 14 , 16 561.1 561.1 561.1
Other liablities 16 1,281.2 1,281.2 1,281.2

As at March 31, 2013 (Proforma)

Obligations under Finance Lease 15 , 16 81.1 9.3 71.8 81.1
Deposits 16 , 24 11,841.0 11,841.0 11,841.0
Trade payables 14 , 16 669.0 669.0 669.0
Other liablities 16 1,213.5 1,213.5 1,213.5

As at March 31, 2012 (Proforma)

Obligations under Finance Lease 15 , 16 77.7 9.3 68.4 77.7
Deposits 16 , 24 12,154.3 12,154.3 12,154.3
Trade payables 14 , 16 627.8 627.8 627.8
Other liablities 16 593.2 593.2 593.2

396
B MANAGEMENT OF MARKET RISK
The Company’s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
• price risk; and
• interest rate risk
The above risks may affect the Company’s income and expenses, or the value of its financial instruments. The objective of the Company’s management of
market risk is to maintain this risk within acceptable parameters, while optimising returns. The Company’s exposure to, and management of, these risks is
explained below.

POTENTIAL IMPACT OF RISK MANAGEMENT POLICY SENSITIVITY TO RISK

1. PRICE RISK
The Company is mainly exposed to the price risk due to its In order to manage its price risk arising As an estimation of the approximate impact of price
investment in mutual funds, exchange traded funds and from investments in mutual funds, the risk, with respect to mutual funds, exchange traded
investments in equity instruments. The price risk arises due to Company diversifies its portfolio in funds and investments in equity instruments, the
uncertainties about the future market values of these investments. accordance with the limits set by the risk Company has calculated the impact as follows.
management policies.
At September 30, 2016, the exposure to price risk due to For mutual funds, a 0.25% increase in prices would
investment in mutual funds amounted to Rs. 25,249.0 million The Treasury department maintains a have led to approximately an additional Rs. 63.1
(March 31, 2016: Rs. 6,869.4 million, March 31, 2015 : Rs. 8,750 list of approved financial instruments. million gain in the Statement of Profit and Loss
million, March 31, 2014 : Rs.1,193.7 million, March 31, 2013 : Rs. The use of any new investment must be (2015-16: Rs. 17.2 million, 2014-15: Rs. 21.9
344.3 million , and March 31,2012 : Rs. 1,188.5 million). approved by the Chief Financial Officer. million, 2013-14: Rs. 3.0 million, 2012-13: Rs. 0.9
At September 30, 2016, the exposure to price risk due to million, 2011-12: Rs. 3.0 million). A 0.25%
investment in exchange traded fund amounted to Rs. 4,005.3 decrease in prices would have led to an equal but
million (March 31, 2016: Rs. 3,433.9 million, and March 31, 2015 : opposite effect.
Rs. 685.8 million,). For exchange traded fund, a 10% increase in
prices would have led to approximately an
Equity Price Risk is related to the change in market reference price additional Rs. 400.5 million gain in the Statement of
of the investments in equity securities. Profit and Loss (2015-16: Rs. 343.4 million, and
The fair value of some of the Company’s investments in fair value 2014-15: Rs. 68.6 million). A 10% decrease in
through other comprehensive income securities exposes the prices would have led to an equal but opposite
Company to equity price risks. In general, these securities are not effect.
held for trading purposes. These investments are subject to
changes in the market price of securities. The fair value of quoted For equity instruments, a 10% increase in prices
equity instruments classified as fair value through other would have led to approximately an additional Rs.
comprehensive income as at September 30, 2016 was Rs.6.8 165.4 million gain in Other comprehensive income
million ( March 31, 2016, 2015, 2014, 2013 and 2012, was Rs. 4.2 (2015-16: Rs. 160.3 million gain, 2014-15: Rs.
million, Rs. 5.6 million, Rs. 2.5 million, Rs. 1038.3 million and Rs. 138.7 million, 2013-14: Rs. 90.1 million, 2012-13:
1587.8 million, respectively.) Rs. 190.6 million, 2011-12: Rs. 219.1 million). A
As at September 30, 2016, the Company has investments in 10% decrease in prices would have led to an equal
unquoted equity shares of Rs. 1,646.8 million (Rs. 1,598.6 million, but opposite effect.
Rs. 1,381.5 million, Rs. 898.1 million, Rs. 867.3 million and Rs.
602.8 million as at March 31, 2016, 2015, 2014, 2013 and 2012,
respectively), the fair value of which is determined using valuation
techniques.

2. INTEREST RATE RISK

The Company is mainly exposed to the interest rate risk due to its In order to manage its interest rate risk As an estimation of the approximate impact of the
investment in government securities. The interest rate risk arises arising from investments in treasury bills interest rate risk, with respect to financial
due to uncertainties about the future market interest rate of these and government securities, the instruments, the Company has calculated the
investments. Company diversifies its portfolio in impact of a 0.25% change in interest rates.
accordance with the limits set by the risk
Other than above, the Company does not designate any fixed rate management policies. A 0.25% increase in interest rates would have led
financial assets as at fair value through profit or loss nor as at fair to approximately an additional Rs. 85.7 million loss
value through other comprehensive income. Therefore, changes in The Treasury department maintains a in Other Comprehensive income (2015-16: Rs.
interest rates of fixed rate instruments would not affect profit or loss list of approved financial instruments. 226.2 million, 2014-15 : Rs. 128.7 million, 2013-14 :
or equity. The use of any new investment must be Rs. 5.6 million, 2012-13: Rs. 3.1 million.) A 0.25%
approved by the Chief Financial Officer. decrease in interest rates would have led to an
As at September 30, 2016, the exposure to interest rate risk due to equal but opposite effect.
investment in government securities amounted to Rs. 5,384.3
million (March 31, 2016: Rs. 12,671.1 million, March 31, 2015: Rs.
6,475.6 million, March 31, 2014 : Rs. 350.2 million and March 31,
2013: Rs. 154.5 million).

C MANAGEMENT OF CREDIT RISK

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations.
Trade receivables
Concentrations of credit risk with respect to trade receivables are limited, due to the Company’s customer base being large and diverse and also on account of
member's deposits kept by the company as collaterals which can be utilised in case of member default. All trade receivables are reviewed and assessed for
default on a quarterly basis.

Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low.
Other financial assets
The Company maintains exposure in cash and cash equivalents, term deposits with banks, investments in commercial papers, government securities,
investments in mutual funds and exchange traded funds. The Company has difersified portfolio of investment with various number of counter-parties which have
secure credit ratings hence the risk is reduced. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience.
Credit limits and concentration of exposures are actively monitored by the Company's Treasury department.

The Company’s maximum exposure to credit risk as at September 30, 2016, March 31, 2016, 2015, 2014, 2013 and 2012 is the carrying value of each class of
financial assets as disclosed in note 4,5,6,9,10,11 and 12.

397
D CAPITAL MANAGEMENT
The Company considers the following components of its Balance Sheet to be managed capital:
Total equity as shown in the balance sheet includes retained profit, other reserves, share capital, share premium.

The Company aim to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders. The
capital structure of the Company is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day
needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders or issue new shares.

The Company's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence
and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital
structure. Company is not subject to financial covenants in any of its significant financing agreements.

The management monitors the return on capital as well as the level of dividends to shareholders. The Company’s goal is to continue to be able to provide return
by the Company to shareholders by continuing to distribute dividends in future periods. Refer annexure X for the final and interim dividends declared and paid.

Compliance with externally imposed capital requirments:

In accordance with regulation 14 of Securities Contracts (regulation) (stock exchanges and clearing corporations) Regulations, 2012, the Company shall have a
minimum networth of ` 1,000 miillion at all times.

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NATIONAL STOCK EXCHANGE INDIA LIMITED

Annexure VI – Notes to the Restated Standalone financial information

Note 41 - Statement of Reconciliation between the Indian GAAP and Ind AS

Note 1 First time adoption of Ind AS
The accounting policies set out in Annexure V have been applied in preparing the Restated Standalone
Financial Information statements for the half year ended September 30, 2016 and for the years ended
March 31, 2016, 2015, 2014, 2013 and 2012. The Company has followed the same accounting policy
choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) as initially
adopted on transition date i.e. April 1 ,2015 while preparing Restated Standalone Financial Information for
the years ended March 31, 2015, 2014, 2013 and 2012. Accordingly, suitable restatement adjustments in
the accounting heads are made to the financial statements as of and for the years ended March 31, 2015,
2014, 2013 2012 and April 1, 2011.

An explanation of how the transition from Indian GAAP to Ind AS has affected the Company’s Restated
Financial Information is set out in the following tables and notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in
the transition from Previous GAAP to Ind AS.

A.1 Ind AS optional exemptions

A.1.1 Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property,
plant and equipment as recognised in the financial statements as at the date of transition to Ind AS,
measured as per the Previous GAAP and use that as its deemed cost as at the date of transition after
making necessary adjustments for de-commissioning liabilities. This exemption can also be used for
intangible assets covered by Ind AS 38 Intangible Assets and Investment Property covered by Ind AS 40
Investment Properties.

Accordingly, the Company has elected to measure all of its property, plant and equipment, intangible
assets and investment property at their Previous GAAP carrying value.

A.1.2 Investment in Subsidiaries, Associate and Joint Venture

Ind AS 101 permits a first time adopter to measure it’s investment, at the date of transition, at cost
determined in accordance with Ind AS 27, or deemed cost, The deemed cost of such investment shall be
it’s fair value at the Company’s date of transition to Ind AS, or Previous GAAP carrying amount at that
date.

The Company has elected to measure its investment in subsidiaries, associates and joint ventures at the
Previous GAAP carrying amount as its deemed cost on the transition date.

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NATIONAL STOCK EXCHANGE INDIA LIMITED

Annexure VI – Notes to the Restated Standalone financial information

A.1.3 Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the
facts and circumstances at the date of transition to Ind AS.

The Company has elected to apply this exemption for its investment in equity instruments.

A.1.4 Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a

lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the
contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts
and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be
not material.

The Company has elected to apply this exemption for such contracts/arrangements.

A.2 Ind AS mandatory exceptions

A.2.1 Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with
estimates made in for the same date in accordance with Previous GAAP (after adjustments to reflect any
difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2015 are consistent with the estimates as at the same date made in
conformity with Previous GAAP. The Company made estimates for following items in accordance with Ind
AS at the date of transition as these were not required under Previous GAAP:

• Investment in mutual funds / ETFs carried at FVPL:

• Investment in equity instruments carried at FVOCI;
• Investment in debt instruments carried at FVOCI; and
• Fair value of the Investment property.

A.2.2 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in
debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.
Accordingly, classification and measurement of bonds, debentures, government securities, commercial
papers, certificate of deposits has been based on the facts and circumstances that exist at the date of
transition to Ind AS.

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NATIONAL STOCK EXCHANGE INDIA LIMITED

Annexure VI – Notes to the Restated Standalone financial information

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior
periods. The following reconciliations provide the explanations and quantification of the differences arising
from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101:

A. Reconciliation of Equity as at April 1, 2011 and as at March 31, 2016, 2015, 2014, 2013 and 2012;
B. Reconciliation of Statement of Profit and Loss for the years ended March, 2016, 2015, 2014, 2013
and 2012; and
C. The impact on cash flows from operating, investing and financing activities for the year March 31,
2016, 2015, 2014, 2013 and 2012 on transition to Ind AS is as follows.

Rs. In Millions
Financial Year ended March 31, 2016 Indian GAAP Ind AS
Net cash inflow from operating activities 4,729.9 4,680.6
Net cash outflow from investing activities (495.9) (493.0)
Net cash outflow from financing activities (4,054.5) (4,008.1)
Net increase in cash and cash equivalents 179.5 179.5
Financial Year ended March 31, 2015 Indian GAAP Ind AS
Net cash inflow from operating activities 4,184.7 4,143.0
Net cash outflow from investing activities (631.0) (689.0)
Net cash outflow from financing activities (3,488.6) (3,388.9)
Net increase in cash and cash equivalents 65.1 65.1
Financial Year ended March 31, 2014 Indian GAAP Ind AS
Net cash inflow from operating activities 4,043.6 3,708.3
Net cash outflow from investing activities (3,732.7) (3,730.9)
Net cash outflow from financing activities (2,709.8) (2,376.2)
Net decrease in cash and cash equivalents (2,398.9) (2,398.9)
Financial Year ended March 31, 2013 Indian GAAP Ind AS
Net cash inflow from operating activities 2,383.0 2,214.8
Net cash inflow from investing activities 1,517.5 1,484.3
Net cash outflow from financing activities (2,001.4) (1,800.0)
Net increase in cash and cash equivalents 1,899.1 1,899.1
Financial Year ended March 31, 2012 Indian GAAP Ind AS
Net cash inflow from operating activities 4,034.4 4,220.8
Net cash outflow from investing activities (3,129.5) (3,267.2)
Net cash outflow from financing activities (896.3) (945.0)
Net increase in cash and cash equivalents 8.6 8.6

The key reason for differences comprise of reclassification of cash flows related to the member deposits.

401
A: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS.

Reconciliation of equity as at March 31, 2011

(`
` in millions)
Notes to first- Previous Adjustments Ind AS Restatements Restated
time adoption GAAP* Ind AS
ASSETS
Non-current assets
Property, plant and equipment 4,058.5 - 4,058.5 4,058.5
Capital work-in-progress 62.1 - 62.1 62.1
Intangible assets 251.5 - 251.5 251.5
Intangible assets under development 54.8 - 54.8 54.8
Investment in subsidiaries, associates 1,300.4 - 1,300.4 1,300.4
Financial assets
- Investments 2 1,561.4 1,300.3 2,861.7 2,861.7
- Other financial assets
Non-current bank balances 4,638.2 - 4,638.2 4,638.2
Others 32.6 - 32.6 32.6
Income tax assets (net) 827.0 - 827.0 827.0
Other non-current assets 279.3 - 279.3 279.3
Total non-current assets 13,065.8 1,300.3 14,366.2 - 14,366.2

Current assets
Financial assets
- Investments 2 3,775.9 83.0 3,859.0 3,859.0
- Trade receivables 1,487.3 - 1,487.3 1,487.3
- Cash and cash equivalents 753.1 - 753.1 753.1
- Bank balances other than cash and cash equivalents 26,818.8 - 26,818.8 26,818.8
- Other financial assets 921.1 - 921.1 921.1
Other current assets 387.8 - 387.8 387.8
Total current assets 34,144.0 83.0 34,227.1 - 34,227.1

TOTAL ASSETS 47,209.8 1,383.3 48,593.3 - 48,593.3

EQUITY AND LIABILITIES

EQUITY
Equity share capital 450.0 - 450.0 450.0
Other equity 2,3,4,5,7,8 29,234.0 2,679.9 31,913.9 31,913.9
TOTAL EQUITY 29,684.0 2,679.9 32,363.9 - 32,363.9

LIABILITIES
Non-current liabilities
Other financial liabilities 4 - 65.6 65.6 65.6
Provisions 64.9 - 64.9 64.9
Deferred tax liabilities (Net) 3 127.6 (57.5) 70.1 70.1
Other non-current liabilities 53.9 - 53.9 53.9
Total non-current liabilities 246.4 8.0 254.5 - 254.5

Current liabilities
Financial Liabilities
- Deposits 11,857.6 - 11,857.6 11,857.6
- Trade payables 7,8 502.1 4.1 506.1 506.1
- Other financial liabilities 4 1,014.5 9.3 1,023.8 1,023.8
Provisions 5 1,362.6 (1,098.3) 264.3 264.3
Income tax liabilities (net) 7 733.2 (219.5) 513.7 513.7
Other current liabilities 1,809.5 - 1,809.5 1,809.5
Total current liabilities 17,279.4 (1,304.5) 15,975.0 - 15,975.0

TOTAL LIABILITIES 17,525.9 (1,296.4) 16,229.4 - 16,229.4

TOTAL EQUITY AND LIABILITIES 47,209.8 1,383.3 48,593.3 - 48,593.3

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

402
A: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS.

Reconciliation of equity as at March 31, 2012

(`
` in millions)
Notes to first- Previous Adjustments Ind AS Restatements Restated
time adoption GAAP* Ind AS
ASSETS
Non-current assets
Property, plant and equipment 3,745.0 - 3,745.0 3,745.0
Capital work-in-progress 73.3 - 73.3 73.3
Intangible assets 424.9 - 424.9 424.9
Intangible assets under development 81.5 - 81.5 81.5
Investment in subsidiaries, associates 1,300.4 - 1,300.4 1,300.4
Financial assets -
- Investments 2 1,945.1 2,029.0 3,974.1 3,974.1
- Other financial assets -
Non-current bank balances 6,262.2 - 6,262.2 6,262.2
Others 268.6 - 268.6 268.6
Income tax assets (net) 716.0 - 716.0 716.0
Deferred tax assets (net) 3 (73.5) 254.2 180.7 180.7
Other non-current assets 150.3 - 150.3 150.3
Total non-current assets 14,893.8 2,283.2 17,177.0 - 17,177.0

Current assets
Financial assets
- Investments 2 7,107.2 89.0 7,196.2 7,196.2
- Trade receivables 7 1,374.9 9.9 1,384.8 1,384.8
- Cash and cash equivalents 761.7 - 761.7 761.7
- Bank balances other than cash and cash equivalents 27,502.7 - 27,502.7 27,502.7
- Other financial assets 1,339.5 - 1,339.5 1,339.5
Other current assets 320.6 - 320.6 320.6
Total current assets 38,406.6 98.9 38,505.5 - 38,505.5

TOTAL ASSETS 53,300.4 2,382.1 55,682.5 - 55,682.5

EQUITY AND LIABILITIES

EQUITY
Equity share capital 450.0 - 450.0 450.0
Other equity 2,3,4,5,7,8 34,338.4 4,604.4 38,942.8 38,942.8
TOTAL EQUITY 34,788.4 4,604.4 39,392.8 - 39,392.8

LIABILITIES
Non-current liabilities
Other financial liabilities 4 - 68.5 68.5 68.5
Provisions 9.6 - 9.6 9.6
Other non-current liabilities 53.9 - 53.9 53.9
Total non-current liabilities 63.5 68.5 132.0 - 132.0
Current liabilities
Financial Liabilities
- Deposits 11,858.6 - 11,858.6 11,858.6
- Trade payables 7,8 521.9 11.5 533.4 533.4
- Other financial liabilities 4 983.2 9.3 992.5 992.5
Provisions 5 2,476.9 (2,092.0) 384.9 384.9
Income tax liabilities (net) 7 680.3 (219.5) 460.8 460.8
Other current liabilities 1,927.5 - 1,927.5 1,927.5
Total current liabilities 18,448.5 (2,290.7) 16,157.7 - 16,157.7

TOTAL LIABILITIES 18,512.0 (2,222.3) 16,289.7 - 16,289.7

TOTAL EQUITY AND LIABILITIES 53,300.4 2,382.1 55,682.5 - 55,682.5

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

403
A: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations
from previous GAAP to Ind AS.

Reconciliation of equity as at March 31, 2013

(`
` in millions)
Notes to first- Previous Adjustments Ind AS Restatements Restated
time adoption GAAP* Ind AS
ASSETS
Non-current assets
Property, plant and equipment 4,301.7 - 4,301.7 4,301.7
Capital work-in-progress 158.0 - 158.0 158.0
Intangible assets 373.2 - 373.2 373.2
Intangible assets under development 109.7 - 109.7 109.7
Investment in subsidiaries, associates 1,732.5 - 1,732.5 1,732.5
Financial assets -
- Investments 2 1,770.1 1,742.5 3,512.6 3,512.6
- Other financial assets -
Non-current bank balances 6,867.0 - 6,867.0 6,867.0
Others 214.4 - 214.4 214.4
Income tax assets (net) 722.2 - 722.2 722.2
Deferred tax assets (net) 3, Annexure VII (53.7) 149.2 95.5 711.8 807.3
Other non-current assets 146.8 - 146.8 146.8
Total non-current assets 16,341.9 1,891.7 18,233.6 711.8 18,945.4

Current assets
Financial assets
- Investments 2 11,849.2 5.4 11,854.6 11,854.6
- Trade receivables 1,220.3 - 1,220.3 1,220.3
- Cash and cash equivalents 2,660.8 - 2,660.8 2,660.8
- Bank balances other than cash and cash equivalents 24,976.2 - 24,976.2 24,976.2
- Other financial assets 2,046.8 - 2,046.8 2,046.8
Other current assets 688.1 - 688.1 688.1
Total current assets 43,441.4 5.4 43,446.8 - 43,446.8

TOTAL ASSETS 59,783.3 1,897.1 61,680.4 711.8 62,392.2

EQUITY AND LIABILITIES

EQUITY
Equity share capital 450.0 - 450.0 450.0
Other equity 2,3,4,5,7,8 41,030.4 4,355.2 45,385.6 (1,482.2) 43,903.4
TOTAL EQUITY 41,480.4 4,355.2 45,835.6 (1,482.2) 44,353.4

LIABILITIES
Non-current liabilities
Other financial liabilities 4 - 71.8 71.8 71.8
Provisions 26.7 - 26.7 26.7
Other non-current liabilities 53.9 - 53.9 53.9
Total non-current liabilities 80.6 71.8 152.4 - 152.4

Current liabilities
Financial Liabilities
- Deposits 11,530.5 - 11,530.5 11,530.5
- Trade payables 7,8 387.3 56.5 443.8 443.8
- Other financial liabilities 4 1,749.2 9.3 1,758.5 1,758.5
Provisions 5 2,560.1 (2,376.2) 183.9 183.9
Income tax liabilities (net) 7 699.4 (219.5) 479.9 479.9
Other current liabilities Annexure VII 1,295.8 - 1,295.8 2,194.0 3,489.8
Total current liabilities 18,222.3 (2,529.9) 15,692.4 2,194.0 17,886.4

TOTAL LIABILITIES 18,302.9 (2,458.1) 15,844.8 2,194.0 18,038.8

TOTAL EQUITY AND LIABILITIES 59,783.3 1,897.1 61,680.4 711.8 62,392.2

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

404
A: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS.

Reconciliation of equity as at March 31, 2014

(`
` in millions)
Notes to first- Previous Adjustments Ind AS Restatements Restated
time adoption GAAP* Ind AS
ASSETS
Non-current assets
Property, plant and equipment 4,384.1 - 4,384.1 4,384.1
Capital work-in-progress 103.8 - 103.8 103.8
Intangible assets 327.1 - 327.1 327.1
Intangible assets under development 57.4 - 57.4 57.4
Investment in subsidiaries, associates 8,933.0 - 8,933.0 8,933.0
Financial assets - -
- Investments 2 6,466.4 732.0 7,198.3 7,198.3
- Other financial assets - -
Non-current bank balances 6,123.6 - 6,123.6 6,123.6
Others 535.3 - 535.3 535.3
Income tax assets (net) 726.1 - 726.1 726.1
Deferred tax assets (net) 3, Annexure VII (89.8) (120.0) (209.8) 1,611.9 1,402.1
Other non-current assets 194.3 - 194.3 194.3
Total non-current assets 27,761.3 611.9 28,373.2 1,611.9 29,985.1

Current assets
Financial assets
- Investments 2 7,426.6 1.6 7,428.1 7,428.1
- Trade receivables 1,515.2 - 1,515.2 1,515.2
- Cash and cash equivalents 261.9 - 261.9 261.9
- Bank balances other than cash and cash equivalents 28,204.9 - 28,204.9 28,204.9
- Other financial assets 2,166.9 - 2,166.9 2,166.9
Other current assets 790.1 - 790.1 790.1
Total current assets 40,365.6 1.6 40,367.1 - 40,367.1

TOTAL ASSETS 68,126.9 613.5 68,740.4 1,611.9 70,352.2

EQUITY AND LIABILITIES

EQUITY
Equity share capital 450.0 - 450.0 450.0
Other equity 2,3,4,5,7,8 43,092.1 4,134.6 47,226.7 1,611.9 48,838.5
TOTAL EQUITY 43,542.1 4,134.6 47,676.7 1,611.9 49,288.5

LIABILITIES
Non-current liabilities
Other financial liabilities 4 - 75.7 75.7 75.7
Provisions 84.2 - 84.2 84.2
Other non-current liabilities 53.9 - 53.9 53.9
Total non-current liabilities 138.1 75.7 213.8 - 213.8

Current liabilities
Financial Liabilities
- Deposits 11,209.2 - 11,209.2 11,209.2
- Trade payables 7,8 430.4 2.3 432.7 432.7
- Other financial liabilities 4 1,715.0 9.3 1,724.2 1,724.2
Provisions 5 3,699.1 (3,388.9) 310.2 310.2
Income tax liabilities (net) 7 501.2 (219.5) 281.7 281.7
Other current liabilities 6,891.9 - 6,891.9 6,891.9
Total current liabilities 24,446.7 (3,596.8) 20,849.9 - 20,849.9

TOTAL LIABILITIES 24,584.8 (3,521.1) 21,063.7 - 21,063.7

TOTAL EQUITY AND LIABILITIES 68,126.9 613.5 68,740.4 1,611.9 70,352.2

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

405
A: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations
from previous GAAP to Ind AS.

Reconciliation of equity as at March 31, 2015

(`
` in millions)
Notes to first- Previous Adjustments Ind AS Restatements Restated
time adoption GAAP* Ind AS
ASSETS
Non-current assets
Property, plant and equipment 4,874.5 - 4,874.5 4,874.5
Capital work-in-progress 51.5 - 51.5 51.5
Intangible assets 317.1 - 317.1 317.1
Intangible assets under development 113.9 - 113.9 113.9
Investment in subsidiaries, associates 8,933.0 - 8,933.0 8,933.0
Financial assets -
- Investments 2 11,853.8 729.9 12,583.7 12,583.7
- Other financial assets -
Non-current bank balances 5,482.2 - 5,482.2 5,482.2
Others 171.3 - 171.3 171.3
Income tax assets (net) 676.6 - 676.6 676.6
Deferred tax assets (net) 3, Annexure VII (124.5) (125.3) (249.8) 1,824.5 1,574.7
Other non-current assets 238.3 - 238.3 238.3
Total non-current assets 32,587.7 604.6 33,192.3 1,824.5 35,016.8

Current assets
Financial assets
- Investments 2 21,272.3 27.8 21,300.0 21,300.0
- Trade receivables 1,694.2 - 1,694.2 1,694.2
- Cash and cash equivalents 327.0 - 327.0 327.0
- Bank balances other than cash and cash equivalents 14,291.8 - 14,291.8 14,291.8
- Other financial assets 1,333.2 - 1,333.2 1,333.2
Other current assets 527.2 - 527.2 527.2
Total current assets 39,445.6 27.8 39,473.4 - 39,473.4

TOTAL ASSETS 72,033.3 632.4 72,665.7 1,824.5 74,490.2

EQUITY AND LIABILITIES

EQUITY
Equity share capital 450.0 - 450.0 450.0
Other equity 2,3,4,5,7,8 46,285.2 4,743.0 51,028.2 1,824.5 52,852.7
TOTAL EQUITY 46,735.2 4,743.0 51,478.2 1,824.5 53,302.7

LIABILITIES
Non-current liabilities
Other financial liabilities 4 - 80.3 80.3 80.3
Provisions 93.1 - 93.1 93.1
Other non-current liabilities 53.9 - 53.9 53.9
Total non-current liabilities 147.0 80.3 227.3 - 227.3

Current liabilities
Financial Liabilities
- Deposits 10,934.7 - 10,934.7 10,934.7
- Trade payables 7,8 449.9 27.5 477.4 477.4
- Other financial liabilities 4 1,234.5 9.3 1,243.8 1,243.8
Provisions 5 4,351.2 (4,008.1) 343.1 343.1
Income tax liabilities (net) 7 584.9 (219.5) 365.4 365.4
Other current liabilities 7,595.8 - 7,595.8 7,595.8
Total current liabilities 25,150.9 (4,190.9) 20,960.2 - 20,960.2

TOTAL LIABILITIES 25,297.9 (4,110.6) 21,187.5 - 21,187.5

TOTAL EQUITY AND LIABILITIES 72,033.2 632.4 72,665.7 1,824.5 74,490.2

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

406
A: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous
GAAP to Ind AS.

Reconciliation of equity as at March 31, 2016

(`
` in millions)
Notes to first- Previous Adjustments Ind AS Restatements Restated
time adoption GAAP* Ind AS
ASSETS
Non-current assets
Property, plant and equipment 4,985.1 - 4,985.1 4,985.1
Capital work-in-progress 144.3 - 144.3 144.3
Intangible assets 426.0 - 426.0 426.0
Intangible assets under development 231.1 - 231.1 231.1
Investment in subsidiaries, associates 8,942.3 8,942.3 8,942.3
Financial assets -
- Investments 2 27,517.2 774.2 28,291.4 28,291.4
- Other financial assets -
Non-current bank balances 2,808.6 - 2,808.6 2,808.6
Others 231.5 - 231.5 231.5
Income tax assets (net) 2,576.5 - 2,576.5 2,576.5
Other non-current assets 138.9 - 138.9 138.9
Total non-current assets 48,001.5 774.2 48,775.7 - 48,775.7

Current assets
Financial assets
- Investments 2 15,915.5 64.5 15,980.1 15,980.1
- Trade receivables 2,249.4 - 2,249.4 2,249.4
- Cash and cash equivalents 506.5 - 506.5 506.5
- Bank balances other than cash and cash equivalents 11,409.6 - 11,409.6 11,409.6
- Other financial assets 999.1 - 999.1 999.1
Other current assets 728.3 - 728.3 728.3
Total current assets 31,808.5 64.5 31,873.0 - 31,873.0

TOTAL ASSETS 79,810.0 838.7 80,648.7 - 80,648.7

EQUITY AND LIABILITIES

EQUITY
Equity share capital 450.0 - 450.0 450.0
Other equity 2,3,4,5,7,8 52,317.1 4,440.2 56,757.3 56,757.3
TOTAL EQUITY 52,767.1 4,440.2 57,207.3 - 57,207.3

LIABILITIES
Non-current liabilities
Other financial liabilities 4 - 85.7 85.7 85.7
Provisions 102.5 - 102.5 102.5
Deferred tax liabilities (Net) 3 170.3 148.9 319.3 319.3
Other non-current liabilities 53.9 - 53.9 53.9
Total non-current liabilities 326.7 234.6 561.4 - 561.4

Current liabilities
Financial Liabilities
- Deposits 10,984.5 - 10,984.5 10,984.5
- Trade payables 8 660.8 7.2 668.0 668.0
- Other financial liabilities 4 1,033.5 9.3 1,042.7 1,042.7
Provisions 5 4,069.1 (3,633.1) 436.0 436.0
Income tax liabilities (net) 7 240.1 (219.5) 20.5 20.5
Other current liabilities 9,728.3 - 9,728.3 9,728.3
Total current liabilities 26,716.3 (3,836.1) 22,880.0 - 22,880.0

TOTAL LIABILITIES 27,043.0 (3,601.5) 23,441.4 - 23,441.4

TOTAL EQUITY AND LIABILITIES 79,810.0 838.7 80,648.7 - 80,648.7

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

407
B: Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS.

Reconciliation of total comprehensive income for the year 2011-12

(`
` in millions)
Notes to first- Previous Adjustments Ind AS
time adoption GAAP*

Income
Revenue from operations 9 10,688.0 (61.0) 10,627.0
Other income 2 4,479.6 (47.2) 4,432.4
Total Income 15,167.6 (108.2) 15,059.4

Expenses
Employee benefits expense 6 713.6 - 713.6
Clearing & Settlement charge 1,157.7 - 1,157.7
Depreciation and amortisation expense 890.2 - 890.2
Other expenses 2,4,8 2,737.3 (57.9) 2,679.4
Total expenses (excluding contribution to Core Settlement Guarantee Fund) 5,498.8 (57.9) 5,440.9

Profit before prior period, exceptional item and contribution to Core 9,668.8 (50.3) 9,618.5
Settlement Guarantee Fund and tax
Add/(Less) : Prior-period adjustments 7 (4.1) 4.1 -
Profit before exceptional item and contribution to Core Settlement Guarantee 9,664.7 (46.2) 9,618.5
Fund and tax
Add : profit on sale of investment in equity instruments in subsidiaries and -
associates
Profit before contribution to Core Settlement Guarantee Fund and tax 9,664.7 (46.2) 9,618.5
Less : Contribution to Core Settlement guarantee fund (Core SGF) - - -
Profit before tax 9,664.7 (46.2) 9,618.5
Less : Tax expenses
Current tax 2,670.0 - 2,670.0
Deferred tax 3 (54.1) 0.2 (53.9)
Total tax expenses 2,615.9 0.2 2,616.1

Profit after tax (A) 7,048.8 (46.5) 7,002.4

Total Other Comprehensive Income (B), net of tax 2,11 - 925.4 925.4

Total Comprehensive Income (A+B) 7,048.8 878.9 7,927.8

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

408
B: Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS.

Reconciliation of total comprehensive income for the year 2012-13

(`
` in millions)
Notes to first- Previous GAAP* Adjustments Ind AS
time adoption

Income
Revenue from operations 9 10,008.5 (31.6) 9,976.9
Other income 2 6,472.7 (86.3) 6,386.4
Total Income 16,481.2 (117.9) 16,363.3

Expenses
Employee benefits expense 6 775.2 (24.6) 750.6
Clearing & Settlement charge 720.9 - 720.9
Depreciation and amortisation expense 770.3 - 770.3
Other expenses 2,4,8 3,005.4 25.7 3,031.2
Total expenses (excluding contribution to Core Settlement Guarantee Fund) 5,271.8 1.1 5,273.0

Profit before prior period, exceptional item and contribution to Core 11,209.4 (119.0) 11,090.3
Settlement Guarantee Fund and tax
Add/(Less) : Prior-period adjustments 7 (1.7) 1.7 -
Profit before exceptional item and contribution to Core Settlement 11,207.7 (117.3) 11,090.3
Guarantee Fund and tax
Add : profit on sale of investment in equity instruments in subsidiaries and 363.8 - 363.8
associates
Profit before contribution to Core Settlement Guarantee Fund and tax 11,571.5 (117.3) 11,454.1

Less : Contribution to Core Settlement guarantee fund (Core SGF) - - -

Profit before tax 11,571.5 (117.3) 11,454.1
Less : Tax expenses
Current tax 2,815.1 - 2,815.1
Deferred tax 3 (19.8) 59.6 39.8
Total tax expenses 2,795.3 59.6 2,854.9

Profit after tax (A) 8,776.2 (176.9) 8,599.2

Total Other Comprehensive Income (B), net of tax 2,11 - (356.4) (356.4)

Total Comprehensive Income (A+B) 8,776.2 (533.4) 8,242.8

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

409
B: Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS.

Reconciliation of total comprehensive income for the year 2013-14

(`
` in millions)
Notes to first- Previous GAAP* Adjustments Ind AS
time adoption

Income
Revenue from operations 9 10,790.6 6.5 10,797.1
Other income 2 5,907.1 (5.3) 5,901.8
Total Income 16,697.7 1.2 16,698.9

Expenses
Employee benefits expense 6 812.7 3.9 816.6
Clearing & Settlement charge 756.3 - 756.3
Depreciation and amortisation expense 769.7 - 769.7
Other expenses 2,4,8 3,147.0 12.6 3,159.6
Total expenses (excluding contribution to Core Settlement Guarantee Fund) 5,485.7 16.5 5,502.2

Profit before prior period, exceptional item and contribution to Core 11,212.0 (15.3) 11,196.7
Settlement Guarantee Fund and tax
Add/(Less) : Prior-period adjustments 7 (56.5) 56.5 -
Profit before exceptional item and contribution to Core Settlement 11,155.5 41.2 11,196.7
Guarantee Fund and tax
Add : profit on sale of share of long term equity investment 2 2,273.4 (326.8) 1,946.6
Profit before contribution to Core Settlement Guarantee Fund and tax 13,428.9 (285.6) 13,143.3

Less : Contribution to Core Settlement guarantee fund (Core SGF) - - -

Profit before tax 13,428.9 (285.6) 13,143.3
Less : Tax expenses
Current tax 7 3,200.0 (0.7) 3,199.3
Deferred tax 3 36.1 263.2 299.3
Total tax expenses 3,236.1 262.5 3,498.6

Profit after tax (A) 10,192.8 (548.1) 9,644.7

Total Other Comprehensive Income (B), net of tax 2,11 - (1,012.1) (1,012.1)

Total Comprehensive Income (A+B) 10,192.8 (1,560.2) 8,632.6

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

410
B: Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS.

Reconciliation of total comprehensive income for the year 2014-15

(`
` in millions)
Notes to first- Previous GAAP* Adjustments Ind AS
time adoption

Income
Revenue from operations 9 13,636.7 6.7 13,643.4
Other income 2 5,544.6 6.5 5,551.1
Total Income 19,181.2 13.2 19,194.4

Expenses
Employee benefits expense 6 917.9 (22.1) 895.8
Clearing & Settlement charge 911.8 - 911.8
Depreciation and amortisation expense 857.9 - 857.9
Other expenses 2,4,8 3,626.1 38.3 3,664.4
Total expenses (excluding contribution to Core Settlement Guarantee Fund) 6,313.6 16.2 6,329.8

Profit before prior period, exceptional item and contribution to Core 12,867.6 (3.0) 12,864.6
Settlement Guarantee Fund and tax
Add/(Less) : Prior-period adjustments 7 (2.2) 2.2 -
Profit before exceptional item and contribution to Core Settlement 12,865.4 (0.7) 12,864.6
Guarantee Fund and tax
Add : profit on sale of investment in equity instruments in subsidiaries and - - -
associates
Profit before contribution to Core Settlement Guarantee Fund and tax 12,865.4 (0.7) 12,864.6

Less : Contribution to Core Settlement guarantee fund (Core SGF) (1,700.0) - (1,700.0)
Profit before tax 11,165.4 (0.7) 11,164.6
Less : Tax expenses
Current tax 3,300.0 - 3,300.0
Deferred tax 3 68.7 14.2 82.9
Total tax expenses 3,368.7 14.2 3,382.9

Profit after tax (A) 7,796.7 (14.9) 7,781.8

Total Other Comprehensive Income (B), net of tax 2,11 - 4.4 4.4

Total Comprehensive Income (A+B) 7,796.7 (10.6) 7,786.1

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

411
B: Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations
from previous GAAP to Ind AS.

Reconciliation of total comprehensive income for the year 2015-16

(`
` in millions)
Notes to first- Previous GAAP* Adjustments Ind AS
time adoption

Income
Revenue from operations 9 14,804.2 (74.5) 14,729.7
Other income 2 5,641.2 (67.5) 5,573.7
Total Income 20,445.4 (142.0) 20,303.4

Expenses
Employee benefits expense 6 1,083.9 (21.0) 1,062.9
Clearing & Settlement charge 985.4 - 985.4
Depreciation and amortisation expense 1,030.9 - 1,030.9
Other expenses 2,4,8,9 3,808.1 (76.2) 3,732.0
Total expenses (excluding contribution to Core Settlement Guarantee Fund) 6,908.4 (97.2) 6,811.2

Profit before prior period, exceptional item and contribution to Core 13,537.0 (44.8) 13,492.2
Settlement Guarantee Fund and tax
Add/(Less) : Prior-period adjustments 7 (25.8) 25.8 -
Profit before exceptional item and contribution to Core Settlement 13,511.2 (19.0) 13,492.2
Guarantee Fund and tax
Add : profit on sale of investment in equity instruments in subsidiaries and - -
associates
Profit before contribution to Core Settlement Guarantee Fund and tax 13,511.2 (19.0) 13,492.2
Less : Contribution to Core Settlement guarantee fund (Core SGF) (7615.2) - (7615.2)
Profit before tax 5,896.0 (19.0) 5,877.0
Less : Tax expenses
Current tax 1,450.0 - 1,450.0
Deferred tax 3 52.8 17.5 70.3
Total tax expenses 1,502.8 17.5 1,520.3

Profit after tax (A) 4,393.2 (36.5) 4,356.7

Total Other Comprehensive Income (B), net of tax 11 - 108.5 108.5

Total Comprehensive Income (A+B) 4,393.2 72.0 4,465.2

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note

412
Reconciliation of total equity (`
` in millions)
Note to first- As at As at As at As at As at As at
time adoption 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Total equity (shareholder's fund) as per previous GAAP 52,767.1 46,735.2 43,542.1 41,480.4 34,788.4 29,684.0
Ind AS Adjustments:
Proposed dividend 5 3,633.1 4,008.1 3,388.9 2,376.2 2,092.0 1,098.3
Fair valuation of financial instruments through profit and loss account 2 (61.8) 8.8 3.0 4.1 88.0 83.0
Fair valuation of debt instruments through Other Comprehensive Income 2 (121.9) (42.3) (16.6) (1.6) - -
Maintenance charges recognised on straightline basis 8 (7.2) (1.7) - - - -
Amortisation of debt instruments 2 15.0 (0.6) (1.5) 1.8 1.0 -
Obligations under finance lease 4 (95.0) (89.7) (85.0) (81.1) (77.7) (74.8)
Fair valuation of equity investments through Other Comprehensive Income 2 1,007.4 791.9 748.6 1,743.6 2,029.0 1,300.3
Prior period adjustments 7 - (25.8) (2.3) (56.5) (1.7) (4.1)
Reversal of excess provision of Income tax 7 219.5 219.5 219.5 219.5 219.5 219.5
Tax effects of above adjustments 3 (149.1) (125.3) (120.1) 149.2 254.2 57.5
Total Ind AS adjustments 4,440.1 4,743.0 4,134.5 4,355.2 4,604.3 2,679.9
Total equity as per Ind AS before restatement adjustments 57,207.3 51,478.2 47,676.7 45,835.6 39,392.8 32,363.9
Add: Restatement adjustment - 1,824.5 1,611.9 (1,482.2) - -
Total equity as per restated financial information 57,207.3 53,302.7 49,288.5 44,353.4 39,392.8 32,363.9

Reconciliation of total comprehensive income

(`
` in millions)
Note to first- As at As at As at As at As at
time adoption 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Profit after tax as per previous GAAP 4,393.2 7,796.7 10,192.8 8,776.2 7,048.8
Ind AS Adjustments:
Fair valuation of financial instruments through profit and loss account 2 (70.6) 5.8 (1.0) (84.3) 5.3
Profit on sale of financial instruments through FVOCI transferred to retained earnings 2 - - (326.8) - (51.8)
Amortisation of debt instruments 2 15.6 0.9 (3.3) 0.8 0.8
Re-measurement of the defined benefit obligation 6 21.0 22.1 (3.9) 24.6 (0.1)
Maintenance charges recognised on straightline basis 8 (5.5) (1.7) - - -
Obligations under Finance Lease 4 (5.3) (4.6) (3.9) (3.4) (2.9)
Prior period adjustments 7 25.8 (23.6) 54.3 (54.8) 2.4
Tax effects of adjustments on Profit & Loss 3 (17.5) (13.8) (263.4) (59.8) (0.2)
Profit after tax as per Ind AS 4,356.7 7,781.8 9,644.7 8,599.2 7,002.4
Other Comprehensive Income
Total Other Comprehensive Income, net of tax 108.5 4.4 (1,012.1) (356.4) 925.4
Total Comprehensive Income as per Ind AS 4,465.2 7,786.1 8,632.6 8,242.8 7,927.8

413
NATIONAL STOCK EXCHANGE INDIA LIMITED

Annexure VI – Notes to the Restated Standalone financial information

Note 2: Investments

Mutual funds and equity instruments (other than investments in subsidiaries, associates and joint
venture):

Under the Previous GAAP, investments in equity instruments and mutual funds were classified as long-
term investments or current investments based on the intended holding period and realisability. Long-
term investments were carried at cost less provision for other than temporary decline in the value of such
investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these
investments are required to be measured at fair value. The resulting fair value changes of these
investments (other than equity instruments designated as at FVOCI) have been recognised in other
equity as at the date of transition i.e. April 1, 2011 for the purpose of Restated Financial Information and
subsequently in the profit or loss during the years ended March 31, 2016, 2015, 2014, 2013 and 2012.

Fair value changes with respect to investments in equity instruments designated as at FVOCI have been
recognised in FVOCI equity instruments reserve as at the date of transition and subsequently in the other
comprehensive income.
(` in millions)
Mutual funds and equity Balance Sheet Impact - Increase/(Decrease)
instruments: As at As at As at As at As at
March 31, March 31, March 31, March 31, March 31,
2016 2015 2014 2013 2012
Investments (Current) 70.6 30.2 3.0 4.1 88.0
Investments (Non - Current) 875.0 770.5 748.6 1743.6 2029.0
Total 945.6 800.7 751.6 1747.7 2117.0

Other Equity (Retained (61.8) 8.8 3.0 4.1 88.0

earnings)
Other Equity instruments at 1007.4 791.9 748.6 1743.6 2029.0
FVOCI)
Total 945.6 800.7 751.6 1747.7 2117.0

(` in millions)
Mutual funds and equity Total Comprehensive Income Impact - Increase/(Decrease)
instruments: For the year For the year For the year For the year For the
31.03.2016 31.03.2015 31.03.2014 31.03.2013 year
31.03.2012
Net gain/ loss on financial (70.6) 5.8 (1.0) (84.3) 5.3
assets measured at
FVTPL
Transfer to retained - - (326.8) - (51.8)
earnings of FVOCI equity
instruments
Other comprehensive 174.4 35.7 (1004.2) (338.8) 925.4
income (net of tax)

414
NATIONAL STOCK EXCHANGE INDIA LIMITED

Annexure VI – Notes to the Restated Standalone financial information

Investments in Debt instruments

Under Previous GAAP, the investments in debentures, government securities (G-Sec), commercial
papers and bond are measured at cost or fair value, whichever is lower, if classified as current
investment. Long-term investments were carried at cost less provision for other than temporary decline in
the value of such investments.
a. Investments in Government Securities - Under Ind AS, the Company has designated Government
Securities (G-Sec) as fair value through other comprehensive income (FVOCI). Accordingly, these
investments are required to be measured at fair value. At the date of transition to Ind AS i.e. April 1,
2011 for the purpose of Restated Financial Information, difference between the instrument’s fair value
and Previous GAAP carrying amount has been recognised in other equity (Retained earnings for
interest income component and Debt instruments through Other Comprehensive Income for fair value
change). Interest income and fair value changes are recognised in the statement of profit and loss
and other comprehensive income, respectively.
b. Under Ind AS, the Company has designated debenture, commercial papers, certificate of deposits
and bonds at amortised cost. Difference between the instruments’s amortised value and Previous
GAAP carrying amount has been recognised in other reserves and subsequently in the statement of
profit or loss.
(` in millions)
Investments in Debt Balance Sheet Impact - Increase/(Decrease)
instruments: As at As at As at As at As at
March 31, March 31, March 31, March 31, March 31,
2016 2015 2014 2013 2012
Investments (Current) (6.0) (2.3) (1.5) 1.3 0.8
Investments (Non - Current) (100.7) (40.5) (16.6) (1.1) 0.2
Total (106.8) (42.8) (18.1) 0.2 1.0

Other Equity (Retained 15.0 (0.6) (1.5) 1.8 1.0

earnings)
Debt instrument at FVOCI (121.9) (42.2) (16.6) (1.6) -
Total (106.8) (42.8) (18.1) 0.2 0.1

(` in millions)
Investments in Debt Total Comprehensive Income Impact - Increase/(Decrease)
instruments: For the year For the year For the year For the year For the year
31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Other income (Profit and 15.7 0.9 0.3 0.8 0.7
loss)
Other comprehensive (52.1) (16.7) (9.9) (1.0) -
income (net of tax)

415
NATIONAL STOCK EXCHANGE INDIA LIMITED

Annexure VI – Notes to the Restated Standalone financial information

Note 3: Deferred tax

Under Previous GAAP, deferred taxes are recognised for the tax effect of timing differences between
accounting profit and taxable profit for the year using the income statement approach. Under Ind AS,
deferred taxes are recognised using the balance sheet for future tax consequences of temporary
differences between the carrying value of assets and liabilities and their respective tax bases. Also
deferred tax asset shall be recognised for the carryforward of unused tax losses and unused tax credits to
the extent that it is probable that future taxable profit will be available against which the unused tax losses
and unused tax credits can be utilized.

The Company has recognized a deferred tax asset on the unused capital losses on investments
amounting to ` 347.6 millions in the Restated Statement of Assets and Liabilities as at April 1, 2011.
Additionally, deferred tax has also been recognised on the adjustments made on transition to Ind AS i.e.
April 1, 2011 for the purpose of Restated Financial Information.

Note 4: Leasehold land

Under Previous GAAP, all leasehold lands are classified as property, plant and equipment. Under Ind AS,
leasehold land is to be recognised as an operating or a finance lease as per the definition and
classification criteria under Ind AS 17. Accordingly, leasehold land has been classified as finance lease
and future rent payable has been recognised as finance lease obligation. Accordingly, deemed cost of the
leasehold land has been disclosed as property plant and equipment and the annual leases payments has
been disclosed as a lease obligation. Consequent to the above, following is the impact on the total
comprehensive income and total equity for each of the respective years:

(` in millions)
Impact on Total equity and Total comprehensive income -
Increase/(Decrease)
For the For the year For the year For the For the year
year 31.03.2015 31.03.2014 year 31.03.2012
31.03.2016 31.03.2013
Total Comprehensive income (5.3) (4.6) (3.9) (3.4) (2.9)

Non-Current – Finance lease 85.7 80.3 75.7 71.8 68.5

obligation
Current - Finance lease 9.3 9.3 9.3 9.3 9.3
obligation
Total Equity (95.0) (89.7) (85.0) (81.1) (77.7)

416
NATIONAL STOCK EXCHANGE INDIA LIMITED

Annexure VI – Notes to the Restated Standalone financial information

Note 5: Proposed dividend

Under the Previous GAAP, dividends proposed by the board of directors after the balance sheet date but
before the approval of the financial statements were considered as adjusting events. Accordingly,
provision for proposed dividend including dividend distribution tax was recognised as a liability. Under Ind
AS, such dividends are recognised when the same is approved by the shareholders in the general
meeting. Accordingly, the liability for proposed dividend including dividend distribution tax included under
provisions has been reversed with corresponding adjustment in other equity. Consequent to the above,
Total equity has increased for each of the respective years as follows:

(` in millions)
For the year For the year For the year For the year For the year
31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Total Equity 3633.1 4008.1 3388.9 2376.2 2092.0

Note 6: Re-measurement of post-employment benefit obligations

Under Ind AS, re-measurements i.e. actuarial gains and losses and the return on plan assets, excluding
amounts included in the net interest expense on the net defined benefit liability are recognised in other
comprehensive income instead of profit or loss. Under the Previous GAAP, these re-measurements were
forming part of the profit or loss for the year. Consequent to the above, following is the impact on the
Total comprehensive income for each of the respective years:

(` in millions)
For the For the year For the year For the year For the year
year 31.03.2015 31.03.2014 31.03.2013 31.03.2012
31.03.2016
Total Comprehensive 21.0 22.1 (3.9) 24.6 (0.1)
income
(Increase/(Decrease))

Note 7: Prior Period Items:

Under Previous GAAP changes in accounting policies, correction of errors and omissions will be recorded
through the current period income statements. Under Ind AS, changes in accounting policies and
correction of errors and omissions are accounted retrospectively by restating the comparative period.
Consequent to the above, following is the impact on the total comprehensive income and total equity for
each of the respective years:

(` in millions)
(Increase/(Decrease) Impact on Total equity and Total comprehensive income - Increase/(Decrease)
31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Network infrastructure - - 56.3 (56.3) -
charges adjusted in
the respective years
Others 25.8 (23.6) (2.0) 1.5 2.4
Total 25.8 (23.6) 54.3 (54.8) 2.4

417
NATIONAL STOCK EXCHANGE INDIA LIMITED

Annexure VI – Notes to the Restated Standalone financial information

Comprehensive
income
31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Excess Income tax 219.5 219.5 219.5 219.5 219.5 219.5
provision written back
Others - (25.90) (2.30) (56.50) (1.60) (4.10)

Total Equity 219.5 193.6 217.2 163.0 217.9 215.4

Note 8: Other adjustments

Under Previous GAAP, the maintenance and operational charges paid to a service provider for
generation of the electricity, has been charged to profit and loss accounts in the year in which it is
contractually payable. Under Ind AS, such charges paid have been recognized on a straight line basis
over the contractual term. Consequent to the above, following is the impact on the total comprehensive
income and total equity for each of the respective years:
(` in millions)
Impact on Total equity and Total comprehensive income -
Increase/(Decrease)
For the For the year For the year For the For the year
year 31.03.2015 31.03.2014 year 31.03.2012
31.03.2016 31.03.2013
Total Comprehensive income (5.5) (1.7) - - -
Total Equity (7.2) (1.7) - - -

Note 9: Revenue

Under Previous GAAP, revenue is recognised net of discounts and rebates. Under Ind AS, revenue is
recognised at the fair value of the consideration received or receivable, after the deduction of any
inventive and any taxes or duties collected on behalf of the government such as services tax. Incentives
given to customers have been reclassified from 'other expense' under Previous GAAP and deducted from
revenue under Ind AS for each of the respective years:
(` in millions)
Reclassification of expenses to revenue from operations
For the For the year For the year For the For the year
year 31.03.2015 31.03.2014 year 31.03.2012
31.03.2016 31.03.2013
Customer incentives 74.5 - - 31.6 71.0

418
NATIONAL STOCK EXCHANGE INDIA LIMITED

Annexure VI – Notes to the Restated Standalone financial information

Note 10: Retained Earnings

Retained earnings as at April 1, 2011 has been adjusted consequent to the above Ind AS transition
adjustments.

Note 11: Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss
for the period, unless a standard requires or permits otherwise. Items of income and expense that are not
recognised in profit or loss but are shown in the statement of profit and loss includes re-measurements of
defined benefit plans, and fair value gains or (losses) on FVOCI equity instruments and debt instruments.
The concept of other comprehensive income did not exist under Previous GAAP.

419
 42 In view of the complaints received by SEBI relating to unfair access of NSE’s Colocation facility, SEBI directed the Company to carry out an investigation including forensic examination by an independent external agency.
Accordingly, the Company has appointed an independent external agency to carry out an investigation in the form of forensic examination into the co-location facilities of the Company. Pending investigation and submission of the final report, as advised by SEBI, the
Company has subsequently deposited an amount of Rs. 65.3 millions towards rack charges and connectivity charges for the month of September 2016 and has been deposited an amount of Rs.476.7 million for the month of September 2016 towards revenues
generated from the co-location facility in the nature of transaction charges on trade orders placed through the co-location facility, in respect of the co-location facility in a separate bank account effective September 1, 2016. (Refer also note 25)

43 Previous period / years’ figures are regrouped, reclassified and rearranged wherever necessary.

As per our report attached

For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W

Narendra Jain Ashok Chawla Dinesh Kanabar

Partner Chairman Director
Membership No.: 048725

For Price Waterhouse & Co Chartered Accountants LLP

Chartered Accountants
Firm's Registration no : 304026E / E-300009

Sumit Seth J. Ravichandran Yatrik Vin S. Madhavan

Partner Chief Executive Officer In-Charge Chief Financial Officer Company Secretary
Membership No.: 105869

Place : Mumbai
Date : December 20, 2016 Date : December 19, 2016

420
 NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Annexure VII - Restated statement of adjustments to audited standalone financial statements

Summarized below are the restatement adjustments made to the audited standalone financial statements for the years ended March 31, 2016, 2015, 2014, 2013,2012 and period ended september 30, 2016 and their impact on
the profit / (loss) of the Company:
I
(`
` in million)
Particulars Notes/ For the year ended For the year ended For the year ended For the year ended For the year ended
Annexure 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
(A) Net profit after tax as per audited financial statements prepared under Previous
4,393.2 7,796.7 10,192.8 8,776.2 7,048.8
GAAP
(B) Ind AS Adjustments:
Fair valuation of financial instruments through profit and loss account (70.6) 5.8 (1.0) (84.3) 5.3
Profit on sale of financial instruments through FVOCI transferred to retained earnings - - (326.8) - (51.8)
Amortisation of debt instruments 15.6 0.9 (3.3) 0.8 0.8
Re-measurement of the defined benefit obligation Note 43 21.0 22.1 (3.9) 24.6 (0.1)
Obligations under Finance Lease Annexure VI (5.3) (4.6) (3.9) (3.4) (2.9)
Maintenance charges recognised on straightline basis (5.5) (1.7) - - -
Prior period adjustment 25.8 (23.6) 54.3 (54.8) 2.4
Tax effects of adjustments on Profit & Loss (17.5) (13.8) (263.4) (59.8) (0.2)
Total Ind AS adjustments (36.5) (14.9) (548.1) (176.9) (46.5)
(C) Net profit after tax as per Ind AS (A-B) 4,356.7 7,781.8 9,644.7 8,599.2 7,002.4

(D)
Adjustments:
Material Restatement Adjustments
(Excluding those on account of changes in accounting policies):

(i) Audit Qualifications Note (1) - - - - -

Total: - - - - -

(ii) Other material adjustments

Contribution to Core Settlement guarantee fund (Core SGF) Note (2) 5,271.9 (529.7) (2,548.2) (2,194.0) -

Total: 5,271.9 (529.7) (2,548.2) (2,194.0) -

(iii) Deferred Tax Adjustments Note (4) (1,824.5) 212.6 900.0 711.8 -
Total: (1,824.5) 212.6 900.0 711.8 -

Total Adjustments (D): 3,447.4 (317.1) (1,648.2) (1,482.2) -

(E) Adjustments on account of changes in accounting policies : Note (3) - - - - -

Total (E): - - - - -

(F) Total impact of Adjustments (D+E) 3,447.4 (317.1) (1,648.2) (1,482.2) -

Net profit as restated (C-F) 7,804.1 7,464.7 7,996.5 7,117.0 7,002.4

(G) There were no restatement adjustment for the six month period ended September 30, 2016 as the stadalone financial statements has been prepared under Ind AS

Notes to Adjustments
1 Adjustments for Audit Qualifications: None

2 Other Material Adjustments

For the purpose of Restated Standalone Statement of Profit and Loss, the Company has recorded the contribution to Core SGF at 25% of its annual profits after tax (per Previous GAAP financial statements) as an expense in each of the
years ended March 31, 2016, 2015, 2014 and 2013 to which such contribution relates. (Refer Annexure VI - Note: 37)

3 Changes in Accounting Policy under Previous GAAP: None

4 Tax Adjustments :
The tax rate applicable for the respective periods/years has been used to calculate the deferred tax impact on other material adjustments.
421
5 Reconciliation of total equity as at 1 April 2011
(`
` in million)
Notes 01.04.2011
Total equity (shareholder's fund) as per previous GAAP 29,684.0
Ind AS Adjustments:
Proposed dividend 1,098.3
Fair valuation of equity instruments through profit and loss account 83.0
Obligations under finance lease (74.8)
Note 41
Fair valuation of equity investments through Other Comprehensive Income 1,300.3
Annexure VI
Reversal of excess provision of income tax 219.5
Prior period adjustment (4.1)
Tax effects of above adjustments 57.5
Total Ind AS Adjustments: 2,679.9
Adjustments towards restatement: -

Total adjustments towards restatement -

Total equity as restated 32,363.9

422
National Stock Exchange of India Limited

Annexure VII - Restatement Statement of Adjustments to Audited Standalone Financial Statements

II) Auditor's Comment in Company Auditor's Report Order -

Statutory Auditors have made the following comments in terms with the requirements of the Companies (Auditor’s Report) Order, 2015,
issued by the Central Government of India in terms of sub-section 11 of Section 143 of the Companies act, 2013 of India for Financial
Year 2015-16 and 2014-15 and in terms with the requirements of the Companies (Auditor’s Report) Order, 2003, as amended by the
Companies (Auditor’s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section 4A of
Section 127 of the Companies act, 1956 of India for Financial Year 2013-14, 2012-13 and 2011-12:

For the financial year ended March 31, 2016

Clause (vii) (b)
According to the information and explanations given to us, the dues of sales-tax, income-tax, duty of customs, wealth-tax, service tax,
securities transaction tax and duty of excise which have not been deposited on account of disputes and the forum where the dispute is
pending are as under:

Sr. Name of the Nature of the Dues Period to which (`

` in million) Forum where dispute is
No. Statute amount relates Pending
(Financial year)

1 Income Tax Act, 1961 Income Tax 1995-1996 0.8 High Court, Mumbai
1999-2000 3.4 High Court, Mumbai
2007-2008 0.0 Income Tax Appellate Tribunal,
Mumbai
2 Wealth Tax Act, 1957 Wealth Tax 2000-2001 1.1 Income Tax Appellate Tribunal,
Mumbai Wealth Tax Bench
3 Finance (No.2) Act, Securities Transaction Tax 2006-2007 15.7 Income Tax Appellate Tribunal,
2004- Chapter VII Mumbai
2007-2008 9.7 Income Tax Appellate Tribunal,
Mumbai
2008-2009 4.8 Income Tax Appellate Tribunal,
Mumbai
4 Chapter V of Finance Service Tax 2004-2005 to 2008-2009 281.0 Commissioner of Service Tax,
Act, 1994 Mumbai
2010-2011 0.0 Commissioner of Central Excise
(Appeal), Mumbai
2011-2012 0.0 Commissioner of Central Excise
(Appeal), Mumbai
2008-2009 to 2011-2012 110.9 Commissioner of Service Tax,
Mumbai
5 The Competition Act, Penalty 2007-2008 to 2009-2010 555.0 Supreme Court of India
2002

For the financial year ended March 31, 2015

Clause (vii) (b)
According to the information and explanations given to us, the dues of sales-tax, income-tax, duty of customs, wealth-tax, service tax,
securities transaction tax, duty of excise, cess which have not been deposited on account of disputes and the forum where the dispute is
pending are as under:

Sr. Name of the Nature of Dues Period to which (`

` in million) Forum where dispute is
No. Statute amount relates Pending
(Financial year)

1 Income Tax Act, 1961 Income 1995-1996 0.8 High Court, Mumbai
Tax
1999-2000 3.4 High Court, Mumbai
2007-2008 0.0 Income Tax Appellate
Tribunal, Mumbai
2011-2012 2.4 Commissioner of Income Tax
(Appeal), Mumbai
2 Wealth Tax Act, 1957 Wealth Tax 2000-2001 1.1 Income Tax Appellate
Tribunal, Mumbai - Wealth Tax
Bench
3 Finance (No.2) Act, Securities Transaction 2006-2007 15.7 Income Tax Appellate Tribunal,
2004-Chapter VII Tax Mumbai
2007-2008 9.7 Income Tax Appellate Tribunal,
Mumbai
2008-2009 4.8 Income Tax Appellate Tribunal,
Mumbai
4 Chapter V of Finance Service Tax 2004-2005 to 2008-2009 281.0 Commissioner of Service Tax,
Act, 1994 Mumbai
2010-2011 0.0 Commissioner of Central Excise
(Appeal), Mumbai
2011-2012 0.0 Commissioner of Central Excise
(Appeal), Mumbai
2008-2009 to 2011-2012 110.9 Commissioner of Service Tax,
Mumbai
5 The Competition Act, Penalty 2007-2008 to 2009-2010 555.0 Supreme Court of India
2002

423
For the financial year ended March 31, 2014
Clause (viii) (a)
According to the information and explanations given to us and the records examined by us, the Company is generally regular in
depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund,
employees’ state insurance, income-tax, salestax, wealth-tax, service-tax, custom duty, excise duty, cess and any other statutory dues
wherever applicable
Clause (viii) (b)
According to the information and explanations given to us, the dues of sales-tax, income-tax, customs, wealth-tax, service tax, securities
transaction tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are
as under:

Sr. Name of the Statute Nature of Period to which (`

` in million) Forum where dispute is
No. the Dues amount relates Pending
(Financial year)
1 Income Tax Act, 1961 Income Tax 1995-1996 0.8 High Court, Mumbai
1999-2000 3.4 High Court, Mumbai
2002-2003 5.5 High Court, Mumbai
2007-2008 0.0 Income Tax Appellate Tribunal,
Mumbai
2008-2009 1.9 Income Tax Appellate Tribunal,
Mumbai
2010-2011 22.0 Commissioner of Income Tax
(Appeal), Mumbai
2 Wealth Tax Act, 1957 Wealth Tax 2000-2001 1.1 Income Tax Appellate Tribunal,
Mumbai - Wealth Tax Bench
3 Finance (No.2) Act, Securities Transaction Tax 2006-2007 15.7 Income Tax Appellate Tribunal,
2004-Chapter VII Mumbai
2007-2008 9.7 Income Tax Appellate Tribunal,
Mumbai
2008-2009 4.8 Income Tax Appellate Tribunal,
Mumbai
4 Chapter V of Finance Service Tax 2004-2005 to 2008-2009 281.0 Commissioner of Service Tax,
Act, 1994 Mumbai
2010-2011 0.0 Commissioner of Central Excise
(Appeal), Mumbai
2011-2012 0.0 Commissioner of Central Excise
(Appeal), Mumbai
2008-2009 to 2011-2012 110.9 Commissioner of Service Tax,
Mumbai
5 The Competition Act, Penalty 2007-2008 to 2009-2010 550.0 Competition Appellate Tribunal
2002

For the financial year ended March 31, 2013

Clause (viii) (b)
According to the records of the Company, the dues of sales-tax, income-tax, customs, wealth-tax, service tax, securities transaction tax,
excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Sr. Name of the Statute Nature of Dues Period to which (`

` in million) Forum where dispute is
No. amount relates Pending
(Financial year)
1 Income Tax Act, 1961 Income Tax 1995-1996 0.8High Court, Mumbai
1999-2000 3.4High Court, Mumbai
2002-2003 5.5High Court, Mumbai
2007-2008 0.0Income Tax Appellate Tribunal,
Mumbai
2008-2009 1.9 Income Tax Appellate Tribunal,
Mumbai
2 Wealth Tax Act, 1957 Wealth Tax 2000-2001 1.1 Income Tax Appellate Tribunal,
Mumbai - Wealth Tax Bench
3 Finance (No.2) Act, Securities 2006-2007 15.7 Income Tax Appellate Tribunal,
2004-Chapter VII Transaction Mumbai
Tax
2007-2008 9.7 Income Tax Appellate Tribunal,
Mumbai
2008-2009 4.8 Income Tax
Appellate Tribunal, Mumbai
4 Chapter V of Finance Service Tax 2004-2005 to 281.0 Commissioner of Service tax,
Act, 1994 2008-2009 Mumbai
2010-11 0.0 Assistant Commissioner of Service
tax, Mumbai
2011-12 0.0 Assistant Commissioner of Service
tax, Mumbai
2008-09 to 110.9 Commissioner of Service tax,
20011-12 Mumbai
5 The Competition Act, Penalty 2007-2008 to 550.0 Competition Appellate Tribunal
2002 2009-2010

424
For the financial year ended March 31, 2012
Clause (viii) (b)
According to the records of the Company, the dues of sales-tax, income-tax, customs, wealth-tax, service tax, securities transaction tax,
excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Sr. Name of the Statute Nature of the Dues Period to which (`

` in million) Forum where dispute is
No. amount relates Pending
(Financial year)
1 Income Tax Act, 1961 Income Tax 2002-2003 59.6 High Court, Mumbai
2007-2008 0.0 Income Tax Appellate Tribunal,
Mumbai
2008-2009 1.9 Commissioner of Income Tax,
(Appeal) Mumbai
2 Wealth Tax Act, 1957 Wealth Tax 2000-2001 1.1 Income Tax Appellate Tribunal,
Mumbai - Wealth Tax Bench
3 Finance (No.2) Act, Securities 2006-2007 50.9 Income Tax Appellate Tribunal,
2004-Chapter VII Transaction Mumbai
Tax
2007-2008 9.7 Commissioner of Income Tax,
(Appeal) Mumbai
2008-2009 4.8 Commissioner of Income Tax,
(Appeal) Mumbai
4 Chapter V of Finance Service Tax 2004-2005 to 281.0 Commissioner of Service tax,
Act, 1994 2008-2009 Mumbai
2010-11 0.0 Commissioner of Service tax,
Mumbai
5 The Competition Act, Penalty 2007-2008 to 550.0 Competition Appellate Tribunal
2002 2009-2010

425
NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Annexure VIII - Restated Standalone Statement of Accounting Ratios

Table 1 - Restated Standalone Statement of Accounting Ratios
(`
` in million) (Unless Otherwise Stated)
Particulars For the half year For the year For the year For the year For the year For the year
ended ended ended ended ended ended
30.09.2016 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Earnings per equity share before contribution to Core Settlement Guarantee Fund (Face Value of ` 1/- each)
Basic and Diluted EPS ( `) * 13.13 18.86 17.99 19.48 17.37 14.15
Earnings per equity share after contribution to Core Settlement Guarantee Fund (Face Value of ` 1/- each)
Basic and Diluted EPS (in `) * 11.36 15.77 15.08 16.15 14.38 14.15
Return on Net Worth % * 9.46% 13.64% 14.00% 16.22% 16.05% 17.78%
Net asset value per equity share (`) * 120.04 115.57 107.68 99.57 89.60 79.58
Weighted average number of equity shares for Basic and Diluted 495.0 495.0 495.0 495.0 495.0 495.0
Earnings Per Equity Share ( Refer note 39(ii), 39 (iii) and 29)
Net Profit after tax, as restated 5,622.6 7,804.1 7,464.6 7,996.5 7,117.0 7,002.4
Share Capital 450.0 450.0 450.0 450.0 450.0 450.0
Reserves (Other equity), as restated 58,970.0 56,757.3 52,852.7 48,838.5 43,903.4 38,942.8
Net worth, as restated 59,420.0 57,207.3 53,302.7 49,288.5 44,353.4 39,392.8
* presented in two decimals

Notes:
1. The ratios on the basis of Restated financial information have been computed as below:
Basic Earnings per share (₹) = Net profit as restated, attributable to equity shareholders
Weighted average number of equity shares

Diluted Earnings per share (₹) = Net profit as restated, attributable to equity shareholders
Weighted average number of dilutive equity shares

Return on net worth (%) = Net profit after tax, as restated

Net worth at the end of the year / period

Net Asset Value (NAV) per equity share (₹) = Net worth, as restated at the end of the year / period
Number of equity shares outstanding at the end of the
year / Period ( Refer note 5)

2. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the number of equity shares issued during
the year multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific shares are outstanding as a proportion of total number
of days during the year. This has been adjusted for all periods presented by giving effect to bonus and subdivision subsequent to the balance sheet date. ( Refer note 39(ii),
39 (iii) and 29)
3. Net Worth = Equity share capital + Other equity (including Securities Premium and Surplus/ (Deficit))

4.The above ratios have been computed on the basis of the Restated Standalone Financial Information - Annexure I to Annexure IV.

5.Net Asset value per equity share has been determined by adjusting additional shares on account of bonus and subdivision. For all periods presented ( Refer note 39(ii),
39 (iii) and 29)

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Annexure IX - Restated standalone statement of capitalisation

(`
` in million)
Particulars Pre offer for half year ended Pre offer for year ended March
September 30, 2016 31, 2016
Debt - -
Shareholders's Fund
Share Capital 495.0 495.0
Reserves (Other equity), as restated 58,925.0 56,712.3
Total Shareholders' fund 59,420.0 57,207.3
Debt/Equity Ratio NA NA

Notes:
i) The above has been computed on the basis of the Restated Standalone Financial Information - Annexure I to Annexure IV.
ii) The issue price and number of shares are being finalised and as such the post- capitalisation statement cannot be presented.
iii) Since September 30, 2016 (which is the last date as of which financial information has been given in this document) the share capital has
increased from ` 450 million to ` 495 million by the issue of bonus shres in the proportion of 1 (one) bonus share of ` 10/- (Rupees Ten each)
for every existing 10 (Ten) fully paid up equity shares of ` 10 each by capitalising securities premium.

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Annexure X - Restated Standalone statement of dividend paid

(`
` in million)
Particulars Paid during the Paid during the Paid during the Paid during the Paid during Paid during
period year year year the year the year
30.09.2016 31.03.2016 * 31.03.2015 31.03.2014 31.03.2013 31.03.2012
Proforma Proforma Proforma Proforma
Number of equity shares outstanding (in million) 45.0 45.0 45.0 45.0 45.0 45.0
Dividend paid (in ` million) 3,285.0 3,577.5 3,060.0 2,250.0 1,800.0 945.0
Rate of Dividend (%) 730.0% 795.0% 680.0% 500.0% 400.0% 210.0%
Dividend per equity share (in `) 73.0 79.5 68.0 50.0 40.0 21.0
* includes one time special dividend of Rs 7.50/- per share.

The above information has not been restated to give effect for issue of bonus share and sub division of equity shares subsequent to 30th September 2016 and represents
historical information.

426
Annexure XI - Restated Standalone Statement of Tax Shelters
(`
` in million)
Particulars For the six 31.03.2016 31.03.2015 31.03.2014 31.03.2013 31.03.2012
months ended
30.09.2016
Profit before tax- as restated (A) 7,382.0 11,148.9 10,634.9 10,595.1 9,260.1 9,618.5
Notional tax rate (B) 34.608% 34.608% 33.990% 33.990% 32.445% 32.445%
Tax as per notional rate on profit (C) 2,554.8 3,858.4 3,614.8 3,601.3 3,004.5 3,120.7
ADJUSTMENTS
Tax Impact of Permanent Differences due to:
Dividend income (562.9) (519.5) (394.8) (565.9) (756.0) (378.1)
Interest on tax free bonds (74.3) (58.4) (21.0) (37.1) (36.8) (31.3)
Expenditure related to exempt income 67.0 24.6 17.0 11.7 5.5 4.8
Net gain / (loss) on financial assets mandatorily measured at fair value through (197.8) 38.4 7.4 - - -
profit or loss - ETF
Profit / (Loss) on sale of investments taxed at other than Statutory rate - - - (453.4) (73.4) (86.2)
Specific tax deductions (7.4) (20.8) (51.4) (52.1) (48.9) (48.8)
Others (20.0) 22.1 (1.7) 94.1 48.2 35.0
Total Tax impact on Permanent Difference (D) (795.4) (513.6) (444.5) (1,002.7) (861.4) (504.6)

Tax impact on Timing Difference due to:

Provision for leave encashment 17.3 5.5 (1.0) 5.5 8.9 4.1
Property, plant and equipment and investment property 54.8 (74.2) (44.8) (49.1) (11.6) 44.9
Financial Assets at Fair Value through profit and Loss (146.6) (13.9) (9.4) 0.3 27.3 (1.7)
Contribution to Core Settlement Guarantee Fund (1,824.5) 212.6 900.1 711.8 -
Adjustment in other equity - - (34.0) - - -
Others (14.9) 12.3 6.3 (256.1) (64.4) 6.6
Total Tax impact of Timing Difference (E) (89.4) (1,894.8) 129.7 600.7 672.0 53.9
Net Adjustment F= (D+E) (884.8) (2,408.4) (314.8) (402.0) (189.4) (450.7)
Tax Liability G = (C-F) 1,670.0 1,450.0 3,300.0 3,199.3 2,815.1 2,670.0

427
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our consolidated
Restated Financial Information as of and for the half year ended September 30, 2016, and the fiscal years ended March 31,
2016, 2015, 2014, 2013 and 2012, including the significant accounting policies and notes thereto and report thereon
beginning on page 215. Our fiscal year ends on March 31 of each year, and all references to a particular fiscal year are to
the twelve-month period ended March 31 of that year.

This discussion contains forward-looking statements that reflect our current views with respect to future events and financial
performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result
of factors such as those set forth under “Risk Factors” beginning on page 19 and elsewhere in this Draft Red Herring
Prospectus.

Our consolidated Restated Financial Information has been prepared under Indian Accounting Standards (“Ind AS”) notified
under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 to the
extent applicable. Our consolidated Restated Financial Information has been compiled by the Company from the audited
consolidated financial statements of the Company for the respective years under the previous generally accepted accounting
principles followed in India (“Indian GAAP”) and from the audited condensed consolidated financial statements as of and
for the half year ended September 30, 2016 prepared under Ind AS. The consolidated Restated Financial Information, as of
and for the years ended March 31, 2015, 2014, 2013 and 2012, are referred to as “proforma” and are prepared after making
adjustments and in accordance with applicable rules, regulations and the ICAI Guidance Note on Reports in Company
Prospectuses (Revised 2016). For further information, please see the consolidated Restated Financial Information which
begin on page 215 of this Draft Red Herring Prospectus.

We have presented a reconciliation between Indian GAAP and Ind AS in accordance with Ind AS 101 First-time Adoption of
Indian Accounting Standard; please see Note 41 to the consolidated Restated Financial Information beginning on page 312
of this Draft Red Herring Prospectus.

Overview

We are the leading stock exchange in India and the fourth largest in the world by equity trading volume in 2015, according to
WFE. We own and manage the NIFTY 50 index, a leading benchmark for the Indian capital markets. We offer
comprehensive coverage of the Indian capital markets across asset classes, including equity, fixed income and derivative
securities. We have a fully-integrated business model comprising our exchange listings, trading services, clearing and
settlement services, indices, market data feeds, technology solutions and financial education offerings. We also oversee
compliance by our trading and clearing members and listed companies with the rules and regulations of our exchange.

We ranked first among exchanges globally in terms of stock index option and currency option trading volumes in 2015,
according to WFE. We also ranked second among exchanges globally in terms of single stock future contracts trading volume
and currency future contracts trading volume in 2015, according to WFE.

We began operations in 1994 and have ranked as the largest stock exchange in India in terms of total turnover and average
daily turnover for equity shares every year since 1995, based on annual reports of SEBI. We have leading market shares by
total turnover of 85% in equity cash trading, 94% in equity derivatives trading, 59% in currency derivatives trading, 79% in
interest rate derivatives trading, 77% in ETFs trading, 80% in corporate bonds trading for fiscal 2016, according to the Oliver
Wyman Report.

Securities are listed and traded on two markets within our exchange: our cash market and our derivatives market. Our cash
market can be categorized into our equity cash market for equities and equity-linked securities and our debt cash market for
fixed income securities. There were 1,822 companies with a combined market capitalization of ₹ 108,660,631.3 million listed
on our equity cash market as of September 30, 2016. Trading in our cash market represented 5.7% and 5.2% of total trading
volume on our exchange in fiscal 2016 and the six months ended September 30, 2016, respectively.

Our derivatives market offers trading in various forms of derivatives, such as futures and options on stocks and domestic and
global indices, currency futures and options and interest rate futures. Trading in derivatives represented 94.3% and 94.8% of
total trading volume on our exchange in fiscal 2016 and the six months ended September 30, 2016, respectively.

Our vertically-integrated business model includes our post-trade and non-trading businesses, which are intended to serve the
investment community’s diverse needs and provide us with complementary sources of revenue. Our clearing corporation and
Subsidiary, the National Securities Clearing Corporation Limited, or NSCCL, provides clearing and settlement services for
our exchange to support our members throughout the lifecycle of a trade. NSCCL was the first clearing corporation
established in India, according to the Oliver Wyman Report.

428
Our Subsidiary, India Index Services and Products Limited, or IISL, owns and manages a portfolio of 67 indices under our
NIFTY brand as of September 30, 2016, including our flagship index, the NIFTY 50. Our NIFTY indices are used as
benchmarks for products traded on our exchange and globally and as indicators of the Indian economy and capital markets.
NIFTY indices served as the benchmark index for 38 ETFs listed in India and 12 ETFs listed abroad as of September 30,
2016. Derivatives benchmarked to NIFTY indices were also available for trading on four international stock exchanges as of
November 30, 2016, pursuant to cross-listing arrangements and license agreements that we have entered into with the
Singapore Exchange, the Chicago Mercantile Exchange, the TAIFEX and the Osaka Exchange.

Our Subsidiary, DotEx International Limited, or DotEx, operates our data feed business, which distributes real-time and
proprietary market information to global data vendors, as well as to financial institutions and individual investors. We offer
outsourced IT services and financial education through our wholly-owned Subsidiaries, NSEIT Limited, or NSEIT, and NSE
Academy Limited, or NSE Academy, respectively. We also have investments in complementary businesses, including mutual
fund registry services, back-end exchange support services for our platforms, depository services, e-corporate governance,
mobile trading solutions and commodity, power and receivables exchanges.

Our total income has grown at a rate of 31.0% to ₹ 23,591.7 million in fiscal 2016 compared to ₹ 18,010.1 million in fiscal
2012. Our net profit after tax attributable to equity shareholders increased 10.2% to ₹ 9,752.1 million in fiscal 2016 compared
to ₹ 8,848.7 million in fiscal 2012. Our EBITDA increased to ₹ 16,040.3 million in fiscal 2016 compared to ₹ 13,792.7
million, in fiscal 2012. In the six months ended September 30, 2016, we had total income of ₹ 13,435.1 million, net profit
after tax attributable to equity shareholders of ₹ 5,883.2 million and EBITDA of ₹ 9,151.4 million. Reflecting the increased
diversification of our business, our revenues from operations (excluding transaction charges from trading on our exchange)
increased 16.6% from ₹ 5,967.5 million in fiscal 2012 to ₹ 6,959.7 million in fiscal 2016 and income from investments
(excluding operating investment income) increased 18.6% from ₹ 3,914.3 million in fiscal 2012 to ₹ 4,643.9 million in fiscal
2016. For a reconciliation of EBITDA, which is a non-GAAP measure, to our net profit after tax as restated, see “– Results of
Operations” beginning on page 439.

Our consolidated net worth attributable to equity shareholders was ₹ 68,676.7 million and ₹ 70,574.7 million as of March 31,
2016 and September 30, 2016, respectively, compared to ₹ 52,660.0 million as of March 31, 2012. We had cash and cash
equivalents and bank balances other than cash and cash equivalents (including other non-current bank balances, earmarked
deposits and balance in escrow account) aggregating to ₹ 74,383.6 million, ₹ 50,287.5 million and ₹ 89,377.3 million as of
March 31, 2012 and 2016 and September 30, 2016, respectively. We had no outstanding loans or borrowings as of March 31,
2016 and September 30, 2016.

Factors Affecting Our Financial Condition and Results of Operations

Our business and results of operations have been affected by a number of important factors that are expected to continue to
affect our business and results of operations in the future. These factors include the following:

Trading Volumes & Market Activity

The volume and value of equities, derivatives and other products traded on our exchange and, the number of new entity and
product listings on our exchange, largely determines revenue from trading activity on our exchange. As a result, trading
volumes and the level of general market activity on our exchange directly affects our level of profitability.

Liquidity migrates between international capital markets in response to changing market conditions, and greater market
volatility in India generally increases trading volumes on our exchange, particularly in our derivatives market. Market
volatility and trading volumes are dependent on macroeconomic factors and the financial prospects of companies whose
securities are listed on our exchange and to which securities listed on our exchange are benchmarked. A significant amount of
our trading revenues for derivatives are generated through algorithmic and high-volume trading at co-location facilities on our
premises which provide direct market access connections to our trading systems. See “Risk Factors – Internal Risks – SEBI
has initiated an examination and has directed our Company to also conduct an independent forensic examination by an
external agency, into the co-location facilities of our Company and has also directed our Company to deposit the revenue
generated from co-location in a separate bank account. Any adverse SEBI directive on this matter may materially and
adversely affect our co-location business, results of operations, business and reputation” on pages 21 and 23.

We seek to expand and diversify the range of securities listed on our exchange to sustain trading activity on our exchange
despite fluctuations in market volatility by company, sector or asset class. There can be no assurance that our efforts to create
a market for a particular sector or asset class will succeed. The wholesale debt market was the first market offered by our
exchange in 1994 and we continue to invest in this market although it does not currently generate significant revenue for us.
Similarly, while our currency derivatives market and the interest rates futures market continue to see growth in trading
volumes, the contributions from these markets to our revenue are currently minimal.

Increased trading volumes may also in turn benefit our post-trade and non-trading businesses. Market interest in our indices,
data on our exchange and indices and demand for securities linked to our exchange and the Indian market typically increases

429
during periods of high trading activity or increased market volatility. See also “Risk Factors – Internal Risks –We may not be
able to maintain or increase our trading volumes, which may result in loss of market share, a reduction in revenue from
transaction charges or other adverse effects on our business, results of operations, financial condition and prospects and –
Broad market trends and other factors beyond our control could significantly reduce demand for our products and services”
on pages 20 to 21, respectively.

India’s Economic Conditions

Nearly all of the issuers of securities listed on our exchange and our trading and clearing members are located in India, and
the majority of our lines of business are focused on the Indian capital markets. Therefore, general economic conditions in
India can have a significant impact on our results of operations.

While relatively sudden declines to general economic conditions in India can result in market volatility and, therefore,
increased short term trading volumes on our exchange, any such decline would have an adverse effect on our overall results
of operations. The Indian economy and capital markets are influenced by economic conditions and stability in India and
globally. See also “Risk Factors – Internal Risks – Broad market trends and other factors beyond our control could
significantly reduce demand for our products and services” on pages 20 and 21.

India is projected to be among the fastest growing economies in the world between 2016 and 2020 and is expected to become
the third largest economy in the world by 2030, with GDP approximately tripling to $7 trillion by 2030, according to the
Oliver Wyman Report. We anticipate that the growth of the Indian economy, together continued focus on economic
liberalization by the GoI, will lead to an expansion of the Indian capital markets and opportunities for us to further expand our
business in the future.

Regulatory Oversight and Governmental Policies

Regulatory changes relating to market structure or affecting particular types of securities traded on our exchange,
transactions, pricing structures, exchange participants or reporting or compliance requirements can affect our business and the
businesses of companies that issue securities listed on, or trade on, our exchange.

We operate in a highly regulated industry and are subject to extensive regulation. In particular, the SEBI regulates us and has
broad powers to approve or consent to proposals made by us, whether with respect to rule amendments, product range or
infrastructure or market development initiatives. The SEBI may also conduct periodic reviews, audits and inspections and
issue suspension orders of our exchange. We face the risk of significant intervention by the SEBI and other regulatory
authorities, including extensive examination and surveillance activity. See also “Risk Factors – Internal Risks – We operate in
a highly regulated industry and any failure to comply with our legal and regulatory requirements or obligations may result in
censures, fines and other penalties imposed on us” on pages 26 and 27.

The Indian central and state governments have traditionally exercised, and continue to exercise, significant influence over
many aspects of the Indian economy. Since 1991, successive governments have pursued policies of economic liberalization
and financial sector reforms. The current government has announced its general intention to continue India’s current
economic and financial sector liberalization and deregulation policies. See also “Risk Factors – External Risks – Government
and regulatory policies in India or abroad or changes to such policies could materially adversely affect our customers, leading
to a reduction in trading volumes, transaction charges or demand for our products and services” on page 42.

The recent GoI action of demonetization has resulted in uncertainty which could lead to greater market volatility in the capital
markets, potentially increasing our turnover, or negatively affect GDP growth, which could have a corresponding negative
affect on capital markets, according to the Oliver Wyman Report. See also “Risk Factors – Internal Risks – There is
uncertainty on the impact of currency demonetization in India on our business” on page 27.

Changes in policies by the GoI or foreign governments may relate to, among others, monetary or tax law or policy, tax
treaties, regulatory changes in India regarding foreign portfolio investors, the listing requirements on competing stock
exchanges, changes affecting the ability of investors to freely trade on our platforms, the taxation or repatriation of profits
from trading on international exchanges, or changes to the manner in which securities are traded, cleared and settled.
Legislative and regulatory changes may create potential for regulatory arbitrage if significant policy differences emerge. Such
changes, if favorable may attract increased trading activity to our exchange, or if unfavorable may reduce the level of activity
on our exchange or divert trading volumes to other exchanges.

Technology Advancements

The successful operation of our business and operating results are dependent on our use and deployment of technology to
provide fast, reliable and secure trading services. Our advanced electronic systems for trade execution and post-trade services,
including clearing, settlement and risk management, provide reliable and consistent transaction execution and settlement,
which helps us to maintain our competitive position. We have an experienced team of IT professionals, supported by select
third-party IT vendors, to operate and support our infrastructure and software and create and implement new technologies.

430
Many of the key systems and technology that support our “anytime, anywhere, any asset” platform were developed in house,
including our screen-based trading system National Platform for Automated Trading, or NEAT.

We have rolled out co-location facilities on our premises and provide direct market access connections to our trading systems.
We are in the process of further modernizing our trading infrastructure for algorithmic and high-volume trading and
expanding our suite of derivative products. In addition, we plan to regularly update our traditional trading terminals and
internet and mobile browser-based trading platforms to further improve reliability and trade execution.

We expect that advances in technology will enable us to expand access to our exchange for existing and new market
participants, provide more efficient trade execution services and increase our economies of scale. The telecom sector in
particular is poised for growth in the internet and mobile services, including the rise of fin-tech companies and mobile
banking services, which would improve access to financial services in India, according to Oliver Wyman Report. We also
face potential competition from fin-tech firms and financial institutions that could develop new products or services to
compete with those that we provide, such as alternative trading, clearing and settlement systems and back-end services. See
“Risk Factors – Internal Risks –We may be unable to keep up with rapid technological change” on page 28. Consequently,
our ability to increase our revenues and profitability depends on our success in updating and improving our systems,
platforms and technology infrastructure.

Global and Domestic Competition

We face competition globally and domestically in each of our primary lines of business and competition is a major factor in
the determination of the pricing of our products and services. Our listing and trading businesses face competition from
traditional trading venues in and outside of India. In our non-trading businesses, our index business competes with global
index providers that maintain indices that track the Indian capital markets and domestic index providers who have entered
alliances with global players. Our data feed business competes with domestic and global data providers who employ
advanced data analytics solutions and our commercial technology business faces competition primarily from other key
players in India. In each of our businesses, we compete primarily on pricing, but also increasingly in respect of types and
range of product offerings in response to widening market demand. See also “Our Business – Competition” and “Risk Factors
– Internal Risks – We operate in a competitive industry, and we may not be able to compete successfully” on pages 174 and
25, respectively.

Interest rates and funds available for investment

We earn a significant amount of income from investment activity, namely from revenue derived from investing deposits
received from trading members, which we classify as investment income, and the revenue derived from investing our own
surplus funds from treasury, which we classify as other income. We invest these funds primarily in bonds, mutual funds and
bank deposits, and to a lesser extent, in equity ETFs. We follow our investment policy that is governed by the SEBI
guidelines in investing these funds and earn interest income, dividend income and income from redemption of units in mutual
funds.

The investment and treasury income that we receive depends primarily on two factors, namely (i) the prevailing interest rates
in the case of investments we make in interest bearing assets (or on market rates of return in the case of investments that we
make in non-interest bearing investments) and (ii) the levels of cash surplus that we have available for investment. These, in
turn, depend on external factors such as the prevailing interest rate and macroeconomic environment in India, and levels of
market activity. See also “Risk Factors – Internal Risks – Declines in interest rates may adversely affect our results of
operations and financial position” on page 23.

The amount of cash that we receive as collateral for a transaction, and therefore have available for investment, depends
primarily on the margin policy applicable to the particular trade and the settlement period of the trade. We invest our own
funds, as well as cash that we receive from market participants and earn interest and dividend income on such investments.
The deposits and collateral that we receive from market participants is interest free, so any income that we earn on
investments made with such funds accrues to our benefit and we recognize income from such investments as income from
operations on our statement of profit and loss.

For the six months ended September 30, 2016 and for fiscal 2016, fiscal 2015 and fiscal 2014, our investment income under
revenue from operations and our treasury income under other income together accounted for 33.2%, 31.4%, 36.1% and 40.0%
of our total income, respectively.

Significant Accounting Policies

Revenue recognition

Our revenue is measured at the fair value of consideration received or receivable. Amounts disclosed as revenue are net of
allowances, incentives, service taxes and amounts collected on behalf of third parties. We recognize revenue when the
amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the entity. Revenue

431
is recognized in the period when the service is provided in accordance with our relevant arrangements and agreements with
our customers.

While our revenues are largely transaction based, in particular our revenue from transaction charges related to trading on our
exchange, we also receive recurring revenues such as annual listing fees, revenues from technology services, indices licensing
fees and data feed subscriptions.

We recognize revenues as follows:

 Transaction charges – revenue is recognized on transactions in accordance with our fee scales as and when a
transaction occurs;

 Subscription/ Datafeed services and other fees – revenue is recognized on a straight-line basis over the period to
which the fee relates;

 Book building fees – revenue is recognized at the time of completion of the book building process;

 Revenue from the sale of software products (software product licenses, digital certificates and resale of hardware and
software) is recognized when the buyer is transferred the significant risks and benefits of ownership of the products;

 Revenue from online examination services are recognized on the dates when exams are conducted and revenue from
e-learning activity is recognized at the time of enrollment;

 Revenue from consulting services (software development) is recognized in the accounting period in which the
services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided to the
end of the reporting period as a proportion of the total services to be provided (percentage of completion method).
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any
resulting increases or decreases in estimated revenues or costs are reflected in statement of profit and loss in the
period in which the circumstances that give rise to the revision become known by management.

 Revenues from information technology and process support charges and maintenance are recognized on time and
material basis based on the terms agreed with the customers; and

 Others – all other revenue is recognized in the period in which the service is provided.

Income taxes

Income tax expense or credit for a period is the tax payable on the period’s taxable income based on the applicable income
tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax
losses, if any.

The current income tax charge is calculated based on tax laws enacted or substantively enacted at the end of the reporting
period. We periodically evaluate positions taken in tax returns with respect to situations in which applicable tax regulation is
subject to interpretation and make provisions where appropriate based on amounts expected to be paid to the tax authorities.

Deferred income tax is calculated using the liability method on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not
recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from
the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the
transaction does not affect accounting profit or taxable profit (tax loss). Deferred income tax is determined using tax rates
(and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when
the related deferred income tax asset is realized or the deferred income tax liability is settled.

The carrying amount of deferred tax assets are reviewed at the end of each reporting period and are recognized only if it is
probable that future taxable amounts will be available to utilize those temporary differences and losses.

Deferred tax liabilities are not recognized for temporary differences between the carrying amount and tax bases of
investments in subsidiaries, branches and associates and interest in joint arrangements where we are able to control the timing
of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets are not recognized for temporary differences between the carrying amount and tax bases of investments in
subsidiaries, associates and interest in joint arrangements where it is not probable that the differences will reverse in the
foreseeable future and taxable profit will not be available against which the temporary difference can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities

432
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the
liability simultaneously.

Current and deferred tax is recognized in restated consolidated statement of profit and loss, except to the extent that it relates
to items recognized in other comprehensive income or directly in equity. In such case, the tax is also recognized in other
comprehensive income or directly in equity, respectively

Dividend distribution tax paid on dividends is recognized consistently with the presentation of the transaction that creates the
income tax consequence. Dividend distribution tax is charged to restated consolidated profit and loss if the dividend itself is
charged to statement of profit and loss. If the dividend is recognized in equity, the presentation of dividend distribution tax is
recognized in equity.

Investments and other financial assets

Classification

We classify our financial assets into two categories: (i) those to be measured subsequently at fair value (either through other
comprehensive income, or through profit or loss), and (ii) those measured at amortized cost. The classification depends on the
business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income. For
investments in debt instruments, recognition depends on the business model in which the investment is held. For investments
in equity instruments, recognition depends on whether we have made an irrevocable election at the time of initial recognition
to account for the equity investment at fair value through other comprehensive income. We reclassify debt investments when
and only when our business model for managing those assets changes.

Measurement

At initial recognition, we measure a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs
of financial assets carried at fair value through profit or loss are expensed in profit or loss. Subsequent measurement of debt
instruments depends on our or our Subsidiary’s business model for managing the asset and the cash flow characteristics of the
asset. All equity investments are subsequently measured at fair value. For further details, see Note 1(III)(j) to our consolidated
Restated Financial Information beginning on page 215.

Debt instruments

There are three measurement categories into which we classify our debt instruments.

 Amortized cost: Assets that are held for collection of contractual cash flows, where those cash flows solely represent
payments of principal and interest, are measured at amortized cost. A gain or loss on a debt investment that is
subsequently measured at amortized cost and is not part of a hedging relationship is recognized in statement of profit
and loss when the asset is derecognized or impaired. Interest income from these financial assets is included in
finance income using the effective interest rate method.

 Fair value through other comprehensive income, or FVOCI: Assets that are held for collection of contractual cash
flows and for sale of financial assets, where the assets’ cash flows solely represent payments of principal and
interest, are measured at FVOCI. Movements in the carrying amount are recognized in other comprehensive income,
except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses,
which are recognized in profit and loss. When a financial asset is derecognized, the cumulative gain or loss
previously recognized in other comprehensive income is reclassified from equity to the statement of profit and loss
and recognized in other gains/ (losses). Interest income from these financial assets is included in other income using
the effective interest rate method.

 Fair value through profit or loss, or FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are
measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at
fair value through profit or loss is recognized in statement of profit and loss and presented net in our restated
consolidated statement of profit and loss within other gains/(losses) in the period in which it arises. Interest income
from these financial assets is included in other income.

Equity investments (other than investments in associates and joint venture)

We measure all equity investments at fair value. Where our management has elected to present fair value gains and losses on
equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to

433
statement of profit and loss. Dividends from such investments continue to be recognized in statement of profit and loss as
other income when our right to receive payments is established.

Changes in the fair value of financial assets at fair value through profit or loss are recognized in other gain/ (losses) in the
statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI
are not reported separately from other changes in fair value.

Impairment of Financial Assets

We assess on a forward looking basis the expected credit losses associated with its assets carried at amortized cost and
FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in
credit risk. For trade receivables only, we apply the simplified approach permitted by Ind AS 109, which requires expected
lifetime losses to be recognized from initial recognition of the receivables.

A financial asset is de-recognized only when we have transferred the rights to receive cash flows from the financial asset or
we retain the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the
cash flows to one or more recipients.

Where we have transferred an asset, we evaluate whether we have transferred substantially all risks and rewards of ownership
of the financial asset. In such cases, the financial asset is de-recognized. Where we have not transferred substantially all risks
and rewards of ownership of the financial asset, the financial asset is not de-recognized.

Where we have neither transferred a financial asset nor retain substantially all risks and rewards of ownership of the financial
asset, the financial asset is de-recognized if we have not retained control of the financial asset. Where we retain control of the
financial asset, the asset is continued to be recognized to the extent of continuing involvement in the financial asset.

Income Recognition

Interest income from debt instruments is recognized using the effective interest rate method. The effective interest rate is the
rate that exactly discounts estimated future cash receipts through the expected life of the financial assets to the gross carrying
amount of a financial asset. When calculating the effective interest rate, we estimate the expected cash flows by considering
all the contractual terms of the financial instrument but do not consider the expected credit losses.

Dividends are recognized in profit and loss only when the right to receive payment is established, it is probable that the
economic benefits associated with the dividend will flow to us, and the amount of the dividend can be reliably measured.

Core Settlement Guarantee Fund

Prior to August 29, 2016, SEBI rules required a recognized stock exchange, such as our exchange, to transfer 25% of its
annual profits on a standalone basis every year to a settlement guarantee fund set up by a clearing corporation that clears and
settles trades executed on that stock exchange in order to guarantee the settlement of trades executed on that stock exchange.
In our case, our wholly-owned Subsidiary, NSCCL, which conducts the clearing and settlement of trades for all segments of
our exchange, maintains a core settlement guarantee fund, or CSGF, for each segment of a recognized stock exchange to
guarantee the settlement of trades executed in the respective segment. In the event that a clearing member fails to settle its
obligations, funds in the CSGF would be used to complete the settlement. If and when the CSGF is required to be utilized in
accordance with the SEBI guidelines, we record such amount as a loss in our statement of profit and loss.

The clearing corporation is required to contribute at least 50% of the minimum required corpus, whereas the recognized stock
exchange is required to contribute at least 25% of the minimum required corpus. The remaining 25% is required to be
contributed by clearing members. Contributions made by the stock exchanges to a CSGF can be offset against the
requirement by a stock exchange to transfer 25% of its annual profits to the settlement guarantee fund described above. On
August 29, 2016, SEBI removed the provision that requires a recognized stock exchange to transfer 25% of its annual profits
every year to CSGF. Accordingly, we would be required to transfer 25% of our annual profits to CSGF only up to August 29,
2016. Going forward, we would only be required to contribute amounts to CSGF to make up any shortfalls based on certain
stress tests. In additional to our requisite contributions, fines and penalties recovered from members and income from
investing CSGF funds are each attributed to the CSGF balance. We invest amounts in the CSGF in categories of securities
prescribed under SEBI’s guidelines.

Contribution to the CSGF by our Company is recorded as an expense in our consolidated statement of profit and loss and
contribution by NSCCL is recorded as an appropriation from our retained earnings. These amounts are separately disclosed as
Core Settlement Guarantee Fund in our restated consolidated statement of assets and liabilities. In addition, we have been
providing for the amount of our contribution to the CSGF maintained by NSCCL in our consolidated financial statements
since fiscal 2013. On May 4, 2016, SEBI required that all amounts provided for until March 31, 2015 be transferred to the
CSGF. We have accordingly recognized all the amounts we had provided for until March 31, 2015 as an expense in each
respective year for which such amount was provided for.

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On adoption of Ind AS, an alternative approach could be to record our contributions to the CSGF as an appropriation from
reserves, instead of charging as an expense in our consolidated statement of profit and loss, based on the view that our
Company, NSCCL and the CSGF are part of NSE Group, thereby eliminating intra-group transactions.

While we are in the process of seeking further clarification in this regard, we have decided to continue to treat the
contributions by our Company to the CSGF as item of expenditure in our consolidated financial statements and in our
consolidated Restated Financial Information (i) because contribution to CSGF is a regulatory requirement with restrictions on
use and purpose and (ii) as a matter of accounting prudence and consistent with the accounting policy followed while
preparing the financial statements in the earlier years under Indian GAAP.

If we were to record our contributions to the CSGF as an appropriation instead of charging such contributions as an expense,
the impact of such adjustments on our consolidated Restated Financial Information would be as follows:

Six months Year ended March 31,

ended
September
30,
2016 2016 2015 2014 2013 2012
(₹ in millions, except per share data)
Reduction in expense 1,340.7 2,343.3 2,229.7 2,548.2 2,194.0 -
- Contribution to Core SGF and
increase in Profit before tax
Increase in income tax expense – (464.0) (811.0) (790.5) (900.0) (711.8) -
Deferred tax liability
Increase in Profit after tax and Total 876.7 1,532.3 1,439.2 1,648.2 1,482.2 -
Comprehensive Income
Reported Profit before tax 8,552.8 14,951.1 14,836.6 11,477.5 10,420.3 12,810.8
Adjusted Profit before tax 9,893.5 17,294.4 17,066.3 14,025.7 12,614.3 12,810.8
Reported Profit after tax 5,883.2 9,752.1 9,938.1 7,521.2 7,137.1 8,919.4
Adjusted Profit after tax 6,759.9 11,284.4 11,377.4 9,169.4 8,619.3 8,919.4
Reported Total Comprehensive 6,091.3 9,853.9 9,917.8 6,514.5 6,777.8 9,838.2
Income
Adjusted Total Comprehensive 6,968.0 11,386.2 11,357.1 8,162.7 8,260.0 9,838.2
Income
Reported Earnings Per Share 11.9 19.7 20.1 15.1 14.2 17.9
Adjusted Earnings Per Share 13.7 22.8 23.0 18.5 17.2 17.9

The contributions paid and payable to the Core SGF have been accumulated and disclosed as Core Settlement Guarantee
Fund separately from our equity and liabilities in our restated consolidated statement of assets and liabilities. Please see note
37 to our consolidated Restated Financial Information and “Risk Factors – Internal Risks – Our financial condition and results
of operations could vary significantly from what has been presented in this Draft Red Herring Prospectus if our audited
financial statements, including the consolidated Restated Financial Information, are restated with respect to how we record
our Company’s contributions to the Core Settlement Guarantee Fund” beginning on pages 288 and 39 for further information.

Significant Accounting Estimates

The preparation of financial statements require the application of judgment by our management in selecting appropriate
assumptions for calculating financial or accounting estimates, which inherently contain some degree of uncertainty and
which, by definition, will seldom equal the actual results. Estimates and judgements are continually evaluated. They are based
on historical experience and other factors, including expectations of future events that may have a financial impact on us and
that are believed to be reasonable under the circumstances. Below are the areas that involved a higher degree of judgement or
complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be
different than those originally assessed.

Estimation of fair value of unlisted securities

The finance department of our Company includes a team that performs the valuations of financial assets and liabilities
required for financial reporting purposes. Where possible, the fair value of financial instruments that are not traded in an
active market (such as bonds, debentures, government securities and commercial papers) is determined using Fixed Income
Money Market and Derivatives Association of India inputs and valuation techniques which maximize the use of observable
market data and rely as little as possible on entity-specific estimates. Other valuation methods are also used where required,
for example the fair value of one of our investments is computed based on the price of recent investment transaction available
in market and applied to the book value of that particular investment using a ‘Price to Book’ multiple.

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Estimation of useful life of intangible asset

Management estimates the useful life of the software used in various business processes to be four years based on the
expected technical obsolescence of such assets. However, the actual useful life may be shorter or longer than four years,
depending on technical innovations and the need to maintain competitive technology. Development costs that are directly
attributable to the design and testing of identifiable and unique software products controlled by us are recognized as
intangible assets when the following criteria are met:

 it is technically feasible to complete the software so that it will be available for use

 management intends to complete the software and use or sell it

 there is an ability to use or sell the software

 it can be demonstrated how the software will generate probable future economic benefits

 adequate technical, financial and other resources to complete the development and to use or sell the software are
available, and

 the expenditure attributable to the software during its development can be reliably measured.

Estimation of goodwill impairment

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are
tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that
suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

For the purpose of impairment testing, goodwill is allocated to a cash generating unit, such as index licensing services. The
recoverable amount of the cash generating unit is determined based on value in use. Value in use has been determined based
on future cash flows, after considering current economic conditions and trends, estimated future operating results, growth
rates and anticipated future economic conditions. There were no impairment recorded for fiscal 2016 as we carried out an
annual goodwill impairment assessment as at March 31, 2016 and the carrying amount did not exceed the recoverable amount
of the cash generating units.

Estimation of defined benefit obligation

Defined Contribution Plans

We have established the National Stock Exchange of India Limited Employee Provident Fund Trust and one of our
Subsidiaries, NSE Infotech Services Limited, has established the NSE Infotech Services Limited Employee Provident Fund
Trust, to which both the employee and the employer make monthly contribution equal to 12% of the employee’s basic salary,
respectively. Contributions to the provident fund for all employees are charged to profit and loss. In case of any liability
arising due to shortfall between the return from its investments and the administered interest rate, a provision is made by our
Company.

Gratuity Obligations

We provide for gratuity for employees in accordance with the Payment of Gratuity Act, 1972. Employees who are in
continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity that is payable on retirement or
termination is determined based on of the employee’s last drawn basic salary per month multiplied for the number of years of
service. The gratuity plan is a funded plan and we make contribution to recognized funds with Life Insurance Corporation of
India.

Management use assumptions concerning projected employee compensation levels and attrition rates to determine the present
value of the interest rate guarantee for our employee provident fund. Gratuity is calculated by actuaries using the projected
unit credit method.

Key Components of Our Restated Consolidated Statement of Profit & Loss

Income

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We derive revenue from the following sources:

(1) revenue from operations consisting primarily of revenue from (a) trading services, (b) listing services and processing
fees, (c) licensing services, (d) data feed services, (e) technology services, (f) financial education business (which is
accounted for as “registration and test enrolment fees” in our consolidated Restated Financial Information) and (g)
income from investment of deposits received from trading members, and

(2) other income comprising primarily of income from investments.

Revenue from operations

We derive our revenue from operations primarily from the fees that we charge to our trading members to trade on our
exchange, which we record as revenue from “transaction charges” under “trading services” in our consolidated financial
statements. Transaction charges are set according to our tiered fee structure and vary by type of product. Transaction charges
include clearing and settlement charges, which our Company pays to NSCCL for the provision of clearing and settlement
services for all of the cash and derivative products listed on our exchange. We also derive revenue, to a lesser extent, from
initial and annual listing fees. In fiscal 2016 and the six months ended September 30, 2016, our revenue from transaction
charges represented 62.7% and 63.2% of our revenue from operations, respectively.

In addition to income from investment of deposits received from trading members, our revenue from operations is composed
of:

 income generated from our listing services, comprising of initial and annual listing fees (recorded as “listing fees” in
our consolidated financial statements), book building fees and processing fees. Companies that list their securities on
our exchange pay one-time initial listing fees, book building fees and processing fees at the time of listing. The
initial listing fee is a fixed amount that is reviewed annually, while book building and processing fees are determined
based on the size of a company’s proposed securities offering. In addition, companies pay a recurring annual listing
fee at the beginning of each year that their securities remain listed on our exchange in an amount determined based
on total paid up share, bond or debenture capital;

 income generated from our index licensing business that we operate through our subsidiary, India Index Services &
Products Limited. We charge fee for licensing our NIFTY indices and ETFs linked to NIFTY indices to stock
exchanges (including four international stock exchanges), financial institutions, asset managers, brokers, investors,
foreign stock exchanges and other enterprises that monitor the equity capital markets, and derive revenue primarily
from licensing these to customers outside India;

 income generated from our data feed business that we operate through our subsidiary, DotEx International Limited,
selling trading data, including real-time market data, sourced from our exchange through our online data feed service
and data subscription packages;

 income generated from our technology services that includes the commercial technology business that we operate
through our wholly-owned subsidiary, NSEIT, comprising of technology consultancy and development services for
the financial services industry, primarily in the Indian and the United States markets;

 income generated from data center charges. These comprise of the fee we receive from providing co-location
facilities through rented servers inside our exchange premises to our institutional clients and other sophisticated
traders; and

 income generated from our financial education business that we offer through our subsidiary, NSE Academy, which
is accounted for as “registration and test enrolment fees” in our consolidated financial statements. NSE Academy
offers online training programs in various aspects of banking, financial services, financial markets and financial
literacy.

Income from investments

Income from investments includes income that we derive from investing deposits received from trading members (which we
receive when they are admitted for trading) and our investments. We classify the income derived from investing deposits
received from trading members as revenue from operations, and the revenue derived from our own investments as other
income. We invest these funds primarily in bonds, mutual funds and bank deposits, and to a lesser extent, in equity ETFs. We
follow our investment policy that is governed by the SEBI guidelines in investing these funds and earn interest income,
dividend income and income from redemption of units in mutual funds. See also “Risk Factors – Internal Risks – Declines in
interest rates may adversely affect our results of operations and financial position” on page 23.

The following table sets out the amount and percentage share of our revenue from operations from each of our primary lines

437
of business.

Six Months Ended Year ended March 31,

September 30,
2016 2016 2015 2014
Amount % Amount % Amount % Amount %
(₹ in millions, except percentages)
Transaction charges 6,535.3 63.2% 11,675.7 62.7% 10,752.1 62.2% 8,257.2 60.6%
Listing services 377.8 3.7% 588.6 3.2% 512.1 3.0% 386.9 2.8%
Technology services 513.4 5.0% 894.6 4.8% 766.5 4.4% 698.9 5.1%
Data Feed services 355.6 3.4% 592.1 3.2% 470.6 2.7% 368.6 2.7%
Licensing services 345.3 3.3% 640.2 3.4% 402.5 2.3% 203.9 1.5%
Processing fees 127.2 1.2% 215.2 1.2% 131.5 0.8% 67.0 0.5%
Data center charges 378.2 3.7% 708.4 3.8% 564.5 3.3% 431.9 3.2%
Sale of Products 9.0 0.1% 108.8 0.6% 112.9 0.7% 96.4 0.7%
Education business(1) 84.1 0.8% 190.1 1.0% 223.1 1.3% 204.8 1.5%
Income on investments 1,424.1 13.8% 2,757.7 14.8% 3,170.9 18.3% 2,708.1 19.9%
Others(2) 187.2 1.8% 264.0 1.4% 189.3 1.1% 207.2 1.5%
Total 10,337.2 100.0% 18,635.4 100.0% 17,296.0 100.0% 13,630.9 100.0%
Notes:

(1) Comprises registration and test enrollment fees.

(2) Comprises (i) operating revenues – others, (ii) connectivity charges and (iii) other operating revenues – others.

Expenses

Employee benefits expense. Employee benefits expense is our largest single expense, comprising salaries, bonuses and
allowances, as well as statutory mandatory contributions pursuant to provident and other funds, recruitment costs and staff
welfare costs.

Depreciation and amortization expense. Depreciation and amortization expenses include depreciation of buildings, furniture
and fixtures, office equipment, electrical equipment, computer systems (including office automation and others), computer
software, telecommunications systems and trading and clearing systems.

Other expenses. Other expenses primarily include: (i) computer and telecommunication systems repairs and maintenance
related expenses, (ii) software expenses, (iii) legal and professional fees, (iv) advertising and marketing expenses, (v) rental
charges, (vi) water and electricity charges, (vii) contributions to the investors protection fund trust, (viii) SEBI regulatory
fees, (ix) network infrastructure management charges, (x) lease line charges and (xi) miscellaneous other items.

The table below sets out the amounts of our expenses and percentage shares of certain of our key expenses for the periods
indicated.

Six months ended Year ended March 31,

September 30,
2016 2016 2015 2014
Amount % Amount % Amount % Amount %
(₹ in millions, except percentages)
Employee benefits 1,222.1 22.5% 2,179.8 22.8% 1,891.4 21.5% 1,744.5 20.6%
Depreciation and 598.6 11.0% 1,089.2 11.4% 932.9 10.6% 840.0 9.9%
amortization
Other 2,275.9 41.9% 3,939.8 41.3% 3,752.3 42.6% 3,352.1 39.5%
Contribution to Core 1,340.7 24.6% 2,343.3 24.5% 2,229.7 25.3% 2,548.2 30.0%
Settlement Guarantee
Fund
Total 5,437.3 100.0% 9,552.1 100.0% 8,806.3 100.0% 8,484.8 100.0%

Share of Net Profit of Associates and Joint Ventures

The table below summarizes our share of net profits of our associates and joint ventures for the periods indicated.

Name of Entity(1) Relationship(2) Proportion of Six months ended Year ended March 31,
Interest(2) (%) September 30,

438
 2016 2016 2015 2014
(₹ in millions)
National Securities Depository Associate 25.05 140.1 244.0 141.7 108.7
Limited
Power Exchange India Limited Associate 30.95 - - - (5.0)
NSDL e-Governance Associate 25.05 109.2 226.1 191.7 162.2
Infrastructure Limited
Market Simplified India Joint Venture 30.00 2.1 2.4 3.5 (18.7)
Limited
Computer Age Management Associate 44.99 303.6 439.0 395.6 64.4
Services Private Limited
BFSI Skill Sector Council of Associate 49.00 - - - -
India
Omnesys Technologies Private Associate - - - - 2.6
Limited(3)
Receivables Exchange of India Associate 30.00
Limited
Total share of net profits 555.0 911.5 732.5 314.2
Notes:

(1) The place of business and country of incorporation of all entities is India.

(2) As of September 30, 2016.

(3) The proportion of interest held in Omnesys Technologies Private Limited until March 31, 2014 was 26.0% .

Contribution to Core Settlement Guarantee Fund

See “– Significant Accounting Policies – Core Settlement Guarantee Fund” beginning on page 434.

Tax expenses

Our tax expense includes current tax and deferred tax. Provisions for current tax are made on the basis of the estimated
taxable income for the current accounting period in accordance with the provisions of the Income Tax Act, 1961. Deferred tax
results from temporary differences (related to timing) between the book and the taxable profits for the period and is accounted
for using the tax rates and laws that have been enacted or substantively enacted as on the balance sheet date. Deferred tax
assets are recognized and carried forward only to the extent that there is reasonable certainty, except for carried forward
losses and unabsorbed depreciation, which are recognized when it is probable that the difference will not reverse in the
foreseeable future.

We strive to structure our operations, including our investment portfolio and treasury operations, in a tax efficient manner.
For example, our investments in Public sector undertaking’s bonds are tax free.

Other Comprehensive Income

We include other comprehensive income in our consolidated financial statements, which primarily shows the impact of
changes in fair value of debt and equity instruments held by us for such period.

Results of Operations

Six Months Year ended March 31

Ended
September 30,
2016 2016 2015 2014
(₹ in millions except percentages)
Income
Revenue from operations 10,337.2 18,635.4 17,296.0 13,630.9
Other income 3,097.9 4,956.3 5,614.4 5,575.4
Total income 13,435.1 23,591.7 22,910.4 19,206.3

Expenses
Employee benefits expense 1,222.1 2,179.8 1,891.4 1,744.5
Depreciation and amortization expense 598.6 1,089.2 932.9 840.0
Other expenses 2,275.9 3,939.8 3,752.3 3,352.1

439
 Six Months Year ended March 31
Ended
September 30,
2016 2016 2015 2014
(₹ in millions except percentages)
Total expenses 4,096.6 7,208.8 6,576. 6 5,936.6

Profit before exceptional item, share 9,338.5 16,382.9 16,333.8 13,269.7

of net profits of investments
accounted for using equity method
and tax
Share of net profit of associates and 555.0 911.5 732.5 314.2
joint ventures accounted by using
equity method
Profit before exceptional item and tax 9,893.5 17,294.4 17,066.3 13,583.9
Add : Profit on sale of investment in - - - 441.8
equity instruments of
associates/subsidiaries
Profit before contribution to Core 9,893.5 17,294.4 17,066.3 14,025.7
Settlement Guarantee Fund and tax
Less: Contribution to Core Settlement (1,340.7) (2,343.3) (2,229.7) (2,548.2)
guarantee fund
Profit before tax 8,552.8 14,951.1 14,836.6 11,477.5
Less: Tax expense
Current tax 2,363.5 3,020.3 4,878.6 4,452.4
Deferred tax expense / (credit) 306.1 2,178.7 19.9 (496.1)
Total tax expenses 2,669.6 5,199.0 4,898.5 3,956.3

Net Profit after tax as restated 5,883.2 9,752.1 9,938.1 7,521.2

EBITDA(1) 9,151.4 16,040.3 15,769.5 12,317.5

EBITDA margin(1) 68.1% 68.0% 68.8% 64.1%
Notes:

(1) EBITDA and EBITDA margin are non-GAAP financial measures and supplemental measures of our performance. We define EBITDA
as net profit after tax as restated before (i) net interest cost for the current period, (ii) net interest cost recognized in the statement of
consolidated profit and loss, (iii) current tax, (iv) deferred tax expense / (credit) and (v) depreciation and amortization expense. We
define EBITDA margin as EBITDA divided by total income for the applicable period, expressed as a percentage.

As a measure of our operating performance, we believe that the most directly comparable Ind AS financial measure to
EBITDA is our net profit after tax as restated. The following table reconciles our profit after tax as restated under Ind AS
to our definition of EBITDA and EBITDA margin for the periods indicated.

Six Months Ended Year ended March 31

September 30,
2016 2016 2015 2014
(₹ in millions except percentages)
Net Profit after tax as restated 5,883.2 9,752.1 9,938.1 7,521.2
Plus: Net interest cost for the - - - -
current period
Plus: Net interest cost recognized - - - -
in the statement of consolidated
profit and loss
Plus: Current tax 2,363.5 3,020.3 4,878.6 4,452.4
Plus: Deferred tax expense / 306.1 2,178.7 19.9 (496.1)
(credit)
Plus: Depreciation and 598.6 1,089.2 932.9 840.0
amortization expense
EBITDA 9,151.4 16,040.3 15,769.5 12,317.5
EBITDA margin 68.1% 68.0% 68.8% 64.1%

EBITDA and EBITDA margin are supplemental financial measures of our performance and are not required by, or

440
 presented in accordance with, Ind AS, Indian GAAP or generally accepted accounting principles in certain other
countries, including the United States. Furthermore, EBITDA and EBITDA margin are not measures of financial
performance under Ind AS, Indian GAAP or any other generally accepted accounting principles and should not be
considered as alternatives to profit after tax as restated, total income or any other performance measures derived in
accordance with Ind AS or any other generally accepted accounting principles. You should not consider EBITDA and
EBITDA margin in isolation from, or a substitute for, analysis of our financial condition or results of operations, as
reported under Indian GAAP or restated under Ind AS. Further, EBITDA and EBITDA margin may not reflect all of our
financial and operating results and requirements, and do not account for taxes, interest expense and other non-operating
cash expenses.

Six Months Ended September 30, 2016

Revenue

Our total income was ₹ 13,435.1 million in the six months ended September 30, 2016.

Revenue from operations. Our revenue from operations was ₹ 10,337.2 million in the six months ended September 30, 2016,
primarily comprising of transaction charges from our trading services, and interest income from our investments.

Our revenues from transaction charges was ₹ 6,535.3 million in the six months ended September 30, 2016, primarily due to
equity options transaction fees and cash market transaction fees. Our revenue from trading services as a percentage of revenue
from operations increased to 63.2% in the six months ended September 30, 2016 from 62.7% in fiscal 2016 primarily as a
result of an increase in the average daily trading volume of equity options and futures resulting in higher transaction charges.

Our revenues from listing services were ₹ 377.8 million in the six months ended September 30, 2016. Revenue from our
listing services as a percentage of revenue from operations increased to 3.7% in the six months ended September 30, 2016
from 3.2% in fiscal 2016 as we increased the annual listing fees in April 2016. Our revenues from processing fees were ₹
127.2 million in the six months ended September 30, 2016.

Our revenues from the licensing services was ₹ 345.3 million during the six months ended September 30, 2016 as we
experienced an increase in the number of ETFs benchmarked to NIFTY.

Our revenues from data feed services was ₹ 355.6 million during the six months ended September 30, 2016, as we expanded
into new geographies and expanded the customer base during such period.

Our revenues from technology services was ₹ 513.4 million in the six months ended September 30, 2016 with additional tie-
ups for e-learning solutions during the six months ended September 30, 2016.

Our revenues from data center charges was ₹ 378.2 million during the six months ended September 30, 2016 as we received
higher co-location income due to an increase in co-location facilities rented and higher demand for connectivity by our
customers at these co-location facilities.

Our revenues from our financial education business was ₹ 84.1 million during the six months ended September 30, 2016,
primarily due to a lower sales of our online programs.

Others. Comprising (i) operating revenues - others, (ii) connectivity charges and (iii) other operating revenue - others was ₹
187.2 million during the six months ended September 30, 2016.

Income from investments. Our income from investments included in revenue from operations, comprising income that we
derive from investing deposits received from our trading members, was ₹ 1424.1 million, and our total other income,
comprising primarily investments of our own funds, was ₹ 3041.1 million in the six months ended September 30, 2016,
primarily due to interest income of ₹ 1095.8 million and net gain on sale of financial assets of ₹ 727.2 million and net fair
value gain on asset measured at FVPL of ₹ 1,191.6 million.

Expenses

Employee benefits expense. Our employee benefits expense was ₹ 1,222.1 million in the six months ended September 30,
2016 primarily due to the salary, allowances and bonuses paid to our employees.

Depreciation and amortization expense. Our depreciation and amortization expense was ₹ 598.6 million in the six months
ended September 30, 2016. This includes depreciation on tangible fixed assets of ₹ 488.7 million and amortization of
intangible assets of ₹ 109.9 million.

Other expenses. Our other expenses was ₹ 2,275.9 million in the six months ended September 30, 2016, primarily due to
technology expenses, administration and premises related expenses, and contribution to Investor protection fund trust.

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Share of Net Profit of Associates and Joint Ventures accounted by using equity method.

Our share of net profit of associates and joint ventures accounted by using equity method was ₹ 555.0 million in the six
months ended September 30, 2016, primarily due to our share of net profit of Computer Age Management Services.

Profit before contribution to Core Settlement Guarantee Fund and tax

For the foregoing reasons, our profit before contribution to Core Settlement Guarantee Fund and tax was ₹ 9,893.5 million in
the six months ended September 30, 2016.

Contribution to Core Settlement Guarantee Fund

Our contribution to CSGF was ₹ 1,340.7 million in the six months ended September 30, 2016. Our profit after contribution to
CSGF was ₹ 8,552.8 million.

Tax expense

Our total tax expense was ₹ 2,669.6 million in the six months ended September 30, 2016, comprising ₹ 2,363.5 million in
current tax and ₹ 306.1 million in deferred tax expense.

Net profit after tax

For the foregoing reasons, our net profit after tax was ₹ 5,883.2 million in the six months ended September 30, 2016.

Fiscal 2016 Compared to Fiscal 2015

Revenue

Our total income increased by 3.0% to ₹ 23,591.7 million in fiscal 2016 from ₹ 22,910.4 million in fiscal 2015.

Revenue from operations. Our revenue from operations increased by 7.7% to ₹ 18,635.4 million in fiscal 2016 from ₹
17,296.0 million in fiscal 2015. This was primarily due to increased transaction fees, index licensing fees and data center
charges.

Our revenues from transaction charges increased by 8.6% to ₹ 11,675.7 million in fiscal 2016 from ₹ 10,752.1 million in
fiscal 2015, primarily due to an increase in average daily trading volumes in equity options and futures resulting in higher
transaction charges. We provided various pricing incentives to increase our market share in equity options. Our revenue from
trading services accounted for 62.7% of total revenue from operations in fiscal 2016 compared to 62.2% of total revenue from
operations in fiscal 2015.

Our revenues from listing services increased by 14.9% to ₹ 588.6 million in fiscal 2016 from ₹ 512.1 million in fiscal 2015,
primarily due to an increase in the number of listings and volume of securities offered on our exchange resulting in higher
initial listing fees and book building fees. It also resulted in an increase in revenue from our annual listing fees. Our revenues
from listing services accounted for 3.2% of our revenues from operations in fiscal 2016 compared to 3.0% in fiscal 2015. Our
revenues from processing fees increased 63.7% to ₹ 215.2 million in fiscal 2016 from ₹ 131.5 million in fiscal 2015 as we
processed a higher number of listing applications in fiscal 2016.

Our revenues from licensing services increased by 59.0% to ₹ 640.2 million in fiscal 2016 from ₹ 402.5 million in fiscal
2015, primarily due to an increase in the number of customers to whom we licensed the NIFTY indices. We also increased
the license fee in September 2014. The fee increase helped increase revenues for the remaining months of fiscal 2015 but for
the full year in fiscal 2016, which also contributed to the increase in revenues from licensing services.

Our revenues from data feed services increased by 25.8% to ₹ 592.1 million in fiscal 2016 from ₹ 470.6 million in fiscal 2015
in line with the growth in this business as we took measures to reduce unauthorized data theft, leading to an increase in
customers resulting in increased sales.

Our revenues from technology services increased by 16.7% to ₹ 894.6 million in fiscal 2016 from ₹ 766.5 million in fiscal
2015, primarily due to an increase in revenue from e-learning solutions which experienced a growth in tie-ups with customers
in the insurance industry and government customers.

Our revenues from data center charges increased by 25.5% to ₹ 708.4 million in fiscal 2016 from ₹ 564.5 million in fiscal
2015 as we received higher co-location income due to an increase in co-location facilities rented and higher demand for
connectivity by our customers at these co-location facilities.

Our revenues from our financial education business decreased by 14.8% to ₹ 190.1 million in fiscal 2016 from ₹ 223.1
million in fiscal 2015, primarily due to lower sales of our online programs.

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Others. Comprising (i) operating revenues - others, (ii) connectivity charges and (iii) other operating revenues – others, was ₹
264.0 million in fiscal 2016 compared to ₹ 189.3 million in fiscal 2015.

Income from investments

Our income on investments included in operating income decreased by 13.0% to ₹ 2,757.7 million in fiscal 2016 from ₹
3,170.9 million in fiscal 2015, primarily due to declines in interest rates and deposits related to margins and settlement during
fiscal 2016.

Our total other income decreased by 11.7% to ₹ 4,956.3 million in fiscal 2016 from ₹ 5,614.4 million in fiscal 2015, primarily
due to a decline in interest rates, a decrease in the fair market value of ETFs that we had invested in and lower average
amount of investments, as well as a decline in rental income.

Expenses

Employee benefits expense. Our employee benefits expense increased by 15.2% to ₹ 2,179.8 million in fiscal 2016 from ₹
1,891.4 million in fiscal 2015, primarily due to an increase in the number of employees in fiscal 2016 and an annual wage
increase in fiscal 2016.

Depreciation and amortization expense. Our depreciation and amortization expense increased by 16.8% to ₹ 1,089.2 million
in fiscal 2016 from ₹ 932.9 million in fiscal 2015, primarily due to full year impact in fiscal 2016 of depreciation and
amortization related to data center, network infrastructure and software that we added in fiscal 2015.

Other expenses. Our other expenses increased by 5.0% to ₹ 3,939.8 million in fiscal 2016 from ₹ 3,752.3 million in fiscal
2015, primarily due to an increase in repair and maintenance cost of computers, trading and telecommunication systems,
higher software expenses, and increase in existing license fee for software as well for new licensed enterprise software.

Share of Net Profit of Associates and Joint Ventures accounted by using equity method

Our share of net profit of associates and joint ventures accounted by using equity method increased by 24.4% to ₹ 911.5
million in fiscal 2016 from ₹ 732.5 million in fiscal 2015 primarily due an increase in our share of net profit of Computer Age
Management Services.

Profit before contribution to Core Settlement Guarantee Fund and tax

For the foregoing reasons, our profit before contribution to Core Settlement Guarantee Fund and tax was increased by 1.3% to
₹ 17,294.4 million in fiscal 2016 from ₹ 17,066.3 million in fiscal 2015.

Contribution to Core Settlement guarantee fund

Our contribution to CSGF increased by 5.1% to ₹ 2,343.3 million in fiscal 2016 from ₹ 2,229.7 million in fiscal 2015,
primarily due to an increase in our Company’s standalone profit before tax.

Tax expense

Our total tax expense increased by 6.1% to ₹ 5,199.0 million in fiscal 2016 compared to ₹ 4,898.5 million in fiscal 2015. This
was primarily due to a decrease in current tax of 38.1% to ₹ 3,020.3 million in fiscal 2016 from ₹ 4,878.6 million in fiscal
2015 and increase in deferred tax from ₹ 19.9 million in fiscal 2015 to ₹ 2,178.7 million in fiscal 2016. During the six months
ended September 2016, we expensed the contributions to CSGF that we had previously appropriated from reserves for until
March 31, 2015 in accordance with the SEBI rules. The amounts have been recognized as expenses in each respective year
for which such amount had been provide for. The resulting deferred tax in all those prior years was recognized in fiscal 2016.
See “– Key Components of our Restated Consolidated Statement of Profit & Loss – Contribution to Core Settlement
Guarantee Fund” on page 439.

Net profit after tax

For the foregoing reasons, our net profit after tax decreased by 1.9% to ₹ 9,752.1 million in fiscal 2016 from ₹ 9,938.1
million in fiscal 2015.

Fiscal 2015 Compared to Fiscal 2014

Revenue

Our total income increased by 19.3% to ₹ 22,910.4 million in fiscal 2015 from ₹ 19,206.3 million in fiscal 2014.

Revenue from operations. Our revenue from operations increased by 26.9% to ₹ 17,296.0 million in fiscal 2015 from ₹

443
13,630.9 million in fiscal 2014. This was primarily due to increase in transaction fees, listing fees, index licensing fees and
data center charges.

Our revenues from transaction charges increased by 30.2% to ₹ 10,752.1 million in fiscal 2015 from ₹ 8,257.2 million in
fiscal 2014, primarily due to an overall increase in trading volumes resulting in higher transaction charges in all our segments,
including cash, equity and currency derivatives driven by strong macro-economic conditions in India during fiscal 2015. Our
revenue from trading services accounted for 62.2% of total revenue from operations in fiscal 2015 compared to 60.6% of total
revenue from operations in fiscal 2014.

Our revenues from listing services increased by 32.4% to ₹ 512.1 million in fiscal 2015 from ₹ 386.9 million in fiscal 2014,
primarily due to an increase in the annual listing fees in April 2014. Our revenues from listing services accounted for 3.0% of
our revenue from operations in fiscal 2015 compared to 2.8% in fiscal 2014. Our revenues from processing fees increased
96.3% to ₹ 131.5 million in fiscal 2015 from ₹ 67.0 million in fiscal 2014 as we processed a higher number of listing
applications in fiscal 2015.

Our revenues from licensing services increased by 97.4% to ₹ 402.5 million in fiscal 2015 from ₹ 203.9 million in fiscal
2014, primarily due to higher trading volumes in our NIFTY indices and linked products on international stock exchanges
resulting in higher index licensing fees for us, as well as price revisions.

Our revenues from data feed services increased by 27.7% to ₹ 470.6 million in fiscal 2015 from ₹ 368.6 million in fiscal
2014, primarily due to an increase in the number of customers and as we took measures to reduce unauthorized data theft,
leading to an increase in customers resulting in increased sales.

Our revenues from technology services increased by 9.7% to ₹ 766.5 million in fiscal 2015 from ₹ 698.9 million in fiscal
2014, primarily due to an increase in revenue from application development services due to acquisition of new customers,
partially offset by a marginal decrease in our revenues from e-learning solutions.

Our revenues from data center charges increased by 30.7% to ₹ 564.5 million in fiscal 2015 from ₹ 431.9 million in fiscal
2014, primarily due to higher co-location income due to an increase in demand for our co-location facilities and higher
demand for connectivity by our customers at these co-location facilities.

Our revenues from our financial education business increased by 8.9% to ₹ 223.1 million in fiscal 2015 from ₹ 204.8 million
in fiscal 2014, primarily due to higher sales of our online programs.

Others. Comprising (i) operating revenues - others, (ii) connectivitiy charges, (iii) other operating revenues was ₹ 189.3
million in fiscal 2015 as compared to ₹ 207.2 million in fiscal 2014.

Income from investments

Our income on investments included in operating income increased by 17.1% to ₹ 3,170.9 million in fiscal 2015 from ₹
2,708.1 million in fiscal 2014, primarily due to an increase in the average amount of deposits, both from new members and
due to higher cash margins.

Our total other income increased by 0.7% to ₹ 5,614.4 million in fiscal 2015 from ₹ 5,575.4 million in fiscal 2014, primarily
due to gains from mutual fund investments due to portfolio rebalancing, partially offset by a decline in interest income as a
result of lower interest rates.

Expenses

Employee benefits expense. Our employee benefits expense increased by 8.4% to ₹ 1,891.4 million in fiscal 2015 from ₹
1,744.5 million in fiscal 2014. This increase was primarily due to an increase in salaries, allowances and bonuses as a result
of annual increments and promotions.

Depreciation and amortization expense. Our depreciation and amortization expense increased by 11.1% to ₹ 932.9 million in
fiscal 2015 from ₹ 840.0 million in fiscal 2014 primarily due to depreciation and amortization related to trading systems,
computers and telecom infrastructure that we added in fiscal 2015.

Other expenses. Other expenses increased by 11.9% to ₹ 3,752.3 million in fiscal 2015 from ₹ 3,352.1 million in fiscal 2014,
primarily due to increase in annual SEBI regulatory fees in fiscal 2015, repair and maintenance expenses relating to
computers, trading and telecommunication systems, and IT management and consultancy charges, partially offset by a
decrease in network infrastructure management charges.

Share of Net Profit of Associates and Joint Ventures accounted by using equity method

Our share of net profit of associates and joint ventures accounted by using equity method increased by 133.1% to ₹ 732.5

444
million in fiscal 2015 from ₹ 314.2 million in fiscal 2014 primarily due to increased share of net profit of Computer Age
Management Services Limited of ₹ 395.6 million.

Profit before contribution to Core Settlement Guarantee Fund and tax

For the foregoing reasons, our profit before contribution to Core Settlement Guarantee Fund and tax increased by 21.7% to ₹
17,066.3 million in fiscal 2015 from ₹ 14,025.7 million in fiscal 2014.

Contribution to Core Settlement Guarantee Fund

Our contribution to CSGF decreased by 12.5% to ₹ 2,229.7 million in fiscal 2015 from ₹ 2,548.2 million in fiscal 2014,
primarily due to a decrease in our Company’s standalone profit before tax due to a one-time gain from the sale of a subsidiary
and an associate in fiscal 2014.

Tax expense

Our total tax expense increased by 23.8% to ₹ 4,898.5 million in fiscal 2015 compared to ₹ 3,956.3 million in fiscal 2014.
This was primarily due to an increase in current tax of 9.6% to ₹ 4,878.6 million in fiscal 2015 compared to ₹ 4,452.4 million
in fiscal 2014 and an increase in deferred tax expense to ₹ 19.9 million in fiscal 2015 from deferred tax income of ₹ 496.1
million in fiscal 2014.

Net profit after tax

For the foregoing reasons, our net profit increased by 32.1% to ₹ 9,938.1 million in fiscal 2015 from ₹ 7521.2 million in fiscal
2014.

Liquidity and Capital Resources

Our liquidity requirements relate primarily to working capital needs and capital expenditure.

We believe that we have sufficient liquidity for our present and anticipated working capital needs and other cash requirements
for the next 12 months following the date of this Draft Red Herring Prospectus.

The following table shows a selected summary of our statement of cash flows for the periods indicated:

Six Months Ended Year ended March 31

September 30,
2016 2016 2015 2014
(₹ in millions)
Net cash from / (used in) operating activities 51,241.3 16,393.4 (13,980.4) 25,941.8
Net cash (used in) / from investing activities (6,712.5) (5,585.0) (2,469.2) (5,654.7)
Net cash used in financing activities (3,950.6) (4,306.7) (3,580.2) (3,012.6)
Net increase / (decrease) in cash and cash 40,578.2 6,501.7 (20,029.8) 17,274.5
equivalents
Cash and cash equivalents at beginning of 29,447.4 22,945.7 42,975.5 25,701.0
financial year/period
Cash and cash equivalents at end of financial 70,025.6 29,447.4 22,945.7 42,975.5
year/period

We prepare our statement of cash flows under the indirect method. Our cash and cash equivalents on the first and last day of
the period are largely comprised of amounts received from members in payment for securities trades which we have received
in advance of, and which are payable to the seller of the securities on, the T+2 settlement date. As a result, each of our cash
from operating activities and our cash used from investing activities on the first or last day of the financial year or period is
largely dependent on the turnover of trades on the trade date reflected in the settlement value on the last settlement date
before such date. These values can vary considerably, which has significant effect on the calculation of our cash flows from
operating activities and used in investing activities. For example, the settlement value on the last settlement day of fiscal 2014
was substantially higher than the settlement value on the last settlement day of either fiscal 2015 or fiscal 2013. We account
for funds which we hold for settlement obligations as “other financial liabilities” and describe the effect of settlement value
on our cash flows as “movement in pay in obligation at reporting date”.

Net Cash Flows From / (Used In) Operating Activities

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Our net cash from operating activities was ₹ 51,241.3 million for the six months ended September 30, 2016. Our cash flows
from operating activities for the six months ended September 30, 2016 are calculated by adjusting our net profit before tax of
₹ 8,552.8 million to exclude non-cash and other items of ₹ 5,399.3 million (including net gain on financial assets mandatorily
measured at fair value through profit or loss and net gain on sale of investments) and include income taxes paid and an
increase in operating assets and liabilities of ₹ 48,087.9 million (including ₹ 39,576.4 million due to movement in pay in
obligation at reporting date and in margin money received from members).

Our net cash from operating activities was ₹ 16,393.4 million for fiscal 2016 compared to net cash used in operating activities
of ₹ 13,980.4 million for fiscal 2015. Our cash flows from operating activities for fiscal 2016 are calculated by adjusting our
net profit before tax of ₹ 14,951.1 million to exclude non-cash and other items of ₹ 9,731.0 million (including net gain on
financial assets mandatorily measured at fair value through profit or loss and net gain on sale of investments) and include
income taxes paid and an increase in operating assets and liabilities of ₹ 11,173.3 million (including ₹ 5,793.7 million due to
movement in pay in obligation at reporting date and in margin money received from members).

Our net cash used in operating activities was ₹ 13,980.4 million for fiscal 2015 compared to net cash from operating activities
of ₹ 25,941.8 million for fiscal 2014. Our cash flows used in operating activities for fiscal 2015 are calculated by adjusting
our net profit before tax of ₹ 14,836.6 million to exclude non-cash and other items of ₹ 9,628.6 million (including net gain on
financial assets mandatorily measured at fair value through profit or loss and net gain on sale of investments) and include
income taxes paid and a decrease in operating assets and liabilities of ₹ 19,188.3 million (including ₹ 22,656.8 million due to
movement in pay in obligation at reporting date and in margin money received from members).

Net Cash Flows Used In Investing Activities

Our net cash flows used in investing activities was ₹ 6,712.5 million for the six months ended September 30, 2016, which
related primarily to movement in Flexi Fixed deposits, cash generated from operation, rebalancing of portfolio and purchases
of property, plant & equipment.

Our net cash flows used in investing activities was ₹ 5,585.0 million for fiscal 2016 compared to cash used in investing
activities of ₹ 2,469.2 million for fiscal 2015, which related primarily to investments and cash generated from operation.

Our net cash flows used in investing activities was ₹ 2,469.2 million for fiscal 2015 compared to cash used in investing
activities of ₹ 5,654.7 million for fiscal 2014, which related primarily to movement in pay in obligation at reporting date and
corresponding investments and Flexi Fixed deposits.

Net Cash Flows Used In Financing Activities

Our net cash flows used in financing activities was ₹ 3,950.6 million for the six months ended September 30, 2016, which
related primarily to dividend paid (inclusive of dividend distribution tax) of ₹ 3,950.6 million.

Our net cash flows used in financing activities was ₹ 4,306.7 million for fiscal 2016 compared to ₹ 3,580.2 million for fiscal
2015, which related primarily to dividend paid (inclusive of dividend distribution tax) of ₹ 4,306.7 million as compared to
dividend paid of ₹ 3,580.2 million for fiscal 2015.

Our net cash flows used in financing activities was ₹ 3,580.2 million for fiscal 2015 compared to ₹ 3,012.6 million for fiscal
2014, which related primarily to dividend paid (inclusive of dividend distribution tax) of ₹ 3,580.2 million as compared to
dividend paid (inclusive of dividend distribution tax) of ₹ 2,632.5 million for fiscal 2014.

Capital Expenditures

During fiscal 2015, fiscal 2016 and the six months ended September 30, 2016, our capital expenditures were ₹ 1,525.3
million, ₹ 1,479.7 million and ₹ 576.3 million, respectively. Our capital expenditures in these periods were primarily incurred
on technology used for our operations.

We currently expect to incur capital expenditures of ₹ 2,912.8 million for the fiscal year ending March 31, 2017 primarily for
technology including block chain, Big Data analytics and cloud risk management. This amount does not include our planned
capital expenditures in relation to our proposed international exchange and clearing corporation in GIFT City, in respect of
which we expect to spend ₹ 500.0 million to capitalize a clearing corporation and ₹ 250.0 million to capitalize a stock
exchange, in addition to any amounts spend on operating expenditures.

We expect to fund the above planned capital expenditures through our internal cash flows.

Our actual capital expenditures may differ from the amounts set out above due to various factors, including our future cash
flows, results of operations and financial condition, changes in our technology plans, changes in the local economy in India,
the availability of financing on terms acceptable to us, problems in relation to possible construction/development delays,
defects or cost overrun, delays in obtaining or receipt of governmental approval, changes in the legislative and regulatory

446
environment and other factors that are beyond our control.

Borrowings

We had no outstanding loans or borrowings as of March 31, 2016 and September 30, 2016.

Contractual Obligations

Our contractual obligations with definitive payment terms as of September 30, 2016 were comprised solely of lease
payments, primarily pertaining to our Registered Office and Corporate Office located at Exchange Plaza, Bandra Kurla
Complex, Bandra (East) Mumbai 400 051 on land owned by the Mumbai Metropolitan Region Development Authority which
has been leased to us for a period of 80 years with effect from December 11, 1998. Our contractual obligations concerning
our lease payments are set forth in the table below.

As of September 30, 2016

Total Not later than 1 Later than 1 year Later than 5 years
year and not later than 5
years
(₹ in millions)
Lease rent 1,383.6 9.3 62.5 1,311.8

Capital and Other Commitments

The estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for by us
was ₹ 817.8 million and our other commitments were ₹ 228.3 million as of September 30, 2016.

Contingent Liabilities

As of September 30, 2016, our contingent liabilities were primarily related to two litigation matters. See also “Outstanding
Litigation and Material Developments” and “Risk Factors – Internal Risks – Any increase in or realization of our contingent
liabilities could have a material adverse effect on our financial condition” beginning on pages 450 and 41, respectively.

Our competitor, the Metropolitan Stock Exchange of India Limited, or MSI, had filed an information with the CCI alleging
that our Company had abused a dominant market position under Section 4 of the Competition Act, by engaging in predatory
pricing in the newly established currency derivatives segment, where our Company had waived various fees. In June 2011,
the CCI, held that our Company abused its dominance by engaging in unfair pricing and directed our Company to cease and
desist from unfair pricing and pay a penalty of 5% of the average turnover for the last three years, which amounted to ₹ 555.0
million. On appeal, this penalty was upheld by the COMPAT in August 2014. Our appeal of this order is pending before the
Supreme Court of India, which had granted an interim stay on the penalty. MSI has filed a compensation application which is
pending before the COMPAT, claiming an amount of ₹ 8,569.9 million along with interest at the rate of 18% per annum until
realization of the claim.

In October 2013, a ₹ 1,525.7 million claim for damages was filed against our Company and our clearing corporation and
Subsidiary, NSCCL.

Based on legal advice, our management has assessed the possibility that these lawsuits will not be decided in our favor as
remote and no provision has been made in respect of the compensation claimed or penalty assessed.

We also have contingent liabilities for an aggregate of ₹ 1,050.9 million as of September 30, 2016, on account of disputes
between us and various tax authorities, most notably ₹ 496.5 million relating to income taxes and ₹ 483.0 million relating to
service taxes.

We also have bank guarantees of ₹ 49.3 million as of September 30, 2016.

Off-Balance Sheet Transactions

We do not have any off-balance sheet transactions.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to a variety of market risks, which are described in detail below. Our overall risk management program
focuses on minimizing the adverse effects of market volatility and unpredictability on our financial performance and
condition. Our risk management approach focuses is to minimize the potential material adverse effects from these exposures.
Our risk management policies and guidelines set out our tolerance for risk and our general risk management philosophy.
Accordingly, risk management framework and process and prudential norms are established to identify, evaluate and monitor

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the exposures and implement appropriate measures in a timely manner.

Credit Risk

We provide a performance and settlement guarantee to each party to every trade executed on our exchange. This guarantee
exposes us to risks associated with any failure by our members to make payment or delivery of securities in accordance with
the terms of the relevant trade. We manage our credit risks through the margin and collateral requirements that we have
established for our members, the maintenance of our Core Settlement Guarantee Fund and our insurance policy. See “Our
Business –– Risk and Collateral Management” on page 168.

Interest Rate Risk

We are exposed to the effects of fluctuations in the prevailing levels of market rates on our financial position and cash flows,
which primarily arises out of fluctuations on the yield of debt investments we hold. In the long term, the yield on debt
investments we hold is primarily affected by interest rates set by Indian banks, the interest rates on Indian government
securities and the condition of India's financial markets. Given that our investment portfolio constitute a significant portion of
our assets, our exposure to long-term fluctuations in the yield on debt instruments we hold is material, and we expect that any
changes in such yield may have a material impact on our financial condition and results of operations.

For the six months ended September 30, 2016, our interest income from financial assets at amortized cost was ₹770.0 million
and interest income from financial assets designated at fair value through other comprehensive income was ₹ 325.8 million. A
sensitivity analysis shows that if interest rates had been 25 basis points higher, with all other variables held constant, our
income from financial assets designated at FVOCI would have decreased by ₹ 85.7 million. Similarly, a decrease of 25 basis
points for the six months ended September 30, 2016, would have increased our income from financial assets designated at
FVOCI by ₹ 85.7 million.

Foreign Exchange Risk

We derive most of our income in Indian Rupees and incur most of our expenses in Indian Rupees. Our investment portfolio is
concentrated in Indian securities and is also denominated in Indian Rupees. As such, we are not subject to material foreign
exchange risk and are only subject to foreign exchange for export of licensing of our indices, sale of exchange data products
and procurement of commercial technology products and services.

Unusual or Infrequent Events or Transactions

To our knowledge, except as disclosed in this Draft Red Herring Prospectus, there have been no transactions or events which,
in our judgment, would be considered unusual or infrequent.

Known Trends or Uncertainties

Our business has been affected and we expect that it will continue to be affected by the trends identified above in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the uncertainties described in
“Risk Factors” beginning on pages 428 and 19, respectively. To our knowledge, except as disclosed in this Draft Red Herring
Prospectus, there are no known factors which we expect to have a material adverse effect on our income.

Future Relationship between Cost and Revenue

Other than as described in “Risk Factors” beginning on page 19 and this section, there are no known factors that might affect
the future relationship between cost and revenue.

Competitive Conditions

We expect competition in our industry from existing and potential competitors to intensify. For details, please refer to the
discussions of our competition in the sections “Risk Factors – Internal Risks – We operate in a competitive industry, and we
may not be able to compete successfully” and “Our Business – Competition” on pages 25 and 174 to 175, respectively.

Seasonality of Business

Our business is not seasonal in nature.

Dependence on a Few Customers

Our index business is subject to concentration risks. Our index business revenues are highly concentrated among our
exchange customers and in particular our top exchange customer which accounted for a significant portion of our licensing
fees outside of India in fiscal 2016. See “Risk Factors – Internal Risks – We may not be able to increase our revenues from

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our non-trading businesses, which are subject to numerous operational risks” on pages 31 and 32.

New Products or Business Segments

We intend to further diversify our product and service offerings in our trading and non-trading businesses. Our business
strategies seek to further diversify our product and service offerings through strategic innovation and investment in high-
growth areas of our businesses, additional partnerships and collaborations and the establishment of an international exchange
and clearing corporation in Gujarat International Finance Tech City – International Financial Service Centre, or GIFT City.
For more information, see “Our Business – Our Business Strategies” and “Risk Factors – Internal Risks – We may be
unsuccessful in implementing, or fail to realize the expected benefits from, our growth strategies” beginning on pages 156
and 25, respectively.

Recent Accounting Pronouncements

As of the date of this Draft Red Herring Prospectus, there are no recent accounting pronouncements which would have a
material effect on our financial condition or results of operations.

Significant Developments Subsequent to September 30, 2016

Except as otherwise disclosed elsewhere in this Draft Red Herring Prospectus, there have been no significant developments
after September 30, 2016 which materially affect, or are likely to materially affect, our financial condition or results of
operations within the next 12 months.

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 SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

The details of outstanding litigation or proceedings relating to our Company, our Subsidiaries, our Group Companies and
our Directors are described in this section in the manner as detailed below.

Disclosure of litigation involving our Company and/or our Subsidiaries:

Except as disclosed below there are no (i) criminal proceedings involving our Company and/or our Subsidiaries, (ii) actions
taken by regulatory or statutory authorities involving our Company and/or our Subsidiaries (pending actions or any actions
taken in the past five years), (iii) other matters involving our Company and/or our Subsidiaries which are identified as
material in terms of the materiality policy (as disclosed herein below), (iv) matters involving our Company and/or our
Subsidiaries, whose outcome could have material adverse effect on the position of our Company, (v) matters initiated against
our Company for economic offences, (vi) acts of material fraud committed against our Company in the last five years
preceding the date of this Draft Red Herring Prospectus (including action taken by our Company, if so), (vii) default and
non-payment of statutory dues by our Company, (viii) inquiry, inspections or investigations initiated or conducted under the
Companies Act or any previous companies law in the last five years preceding the date of this Draft Red Herring Prospectus
against our Company and/or our Subsidiaries, prosecutions filed (whether pending or not), fines imposed or compounding of
offences done in the last five years preceding the date of this Draft Red Herring Prospectus against our Company and/or our
Subsidiaries, (ix) matters involving our Company and/or our Subsidiaries pertaining to violations of securities law, and (x)
all matters filed against our Company and/or our Subsidiaries which are in the nature of winding up petitions.

In relation to (iii) above, given the nature and extent of operations of our Company and our Subsidiaries, the outstanding
litigation involving our Company and/or our Subsidiaries which exceed an amount being lesser of 1% of the profit after tax
or 1% of the net worth of our Company, as per the restated financial statements of our Company (as at and for the Financial
Year 2016), on a consolidated basis would be considered material for our Company. The total consolidated profit after tax
and net worth of our Company as per the Restated Financial Information, on a consolidated basis, as of and for the Financial
Year 2016, was ₹ 9,752.1 million and ₹68,676.7 million, respectively. Accordingly, we have disclosed all outstanding
litigation involving our Company and/or our Subsidiaries where (i) the aggregate amount involved exceeds ₹ 97.5 million
(being an amount which is less than 1% of the total consolidated net profit after tax and 1% of the consolidated net worth of
our Company as per the Restated Financial Information of our Company (as of and for the Financial Year 2016),
individually, (ii) the decision in one case is likely to affect the decision in similar cases, even though the amount involved in
that individual litigation may not exceed ₹ 97.5 million, and (iii) all other outstanding litigation which may not meet the
specific threshold and parameters as set out in (i) or (ii) above, but where an adverse outcome would materially and
adversely affect the business, operations or financial position or reputation of our Company.

Our Board has also approved that dues owed by our Company on a standalone basis to the small scale undertakings and
other creditors exceeding 1% of the total dues owed to the small scale undertakings and other creditors would be considered
as material dues for our Company and accordingly, we have disclosed consolidated information of outstanding dues owed to
small scale undertakings and other creditors, separately giving details of number of cases and amount for all dues where
each of the dues exceed ₹ 8.1 million (being less than approximately 1% of total dues owed by our Company to the small
scale undertakings and other creditors as of September 30, 2016).

For details of the manner of disclosure of litigation relating to our Group Companies, see “Outstanding Litigation and
Material Developments – Litigation involving our Group Companies” on page 460. For details of the manner of disclosure of
litigation relating to our Directors, see “Outstanding Litigation and Material Developments – Litigation involving our
Directors” on page 461. For details of the litigation in relation to direct and indirect taxes involving our Company, our
Subsidiaries, our Group Companies and our Directors, see “Outstanding Litigation and Material Developments –Tax
proceedings” on page 462.

I. Litigation involving our Company

A. Litigation filed against our Company

Criminal matters

1. Our Company and one of our Subsidiaries, NSCCL, one of our Directors, Ravi Narain, our Chief Executive Officer
In-charge J Ravichandran, along with other officials, have filed special leave petitions dated December 21, 2011 and
November 22, 2011, respectively, before the Supreme Court in relation to the alleged dishonest disposition of
security deposits, bank guarantees and shares of Rusoday Securities Limited (“Rusoday”), the then trading member
of our Company, by our Company and NSCCL. Surendra Kumar Jain, on behalf of Rusoday had filed a complaint
dated May 18, 2002 before the Chief Metropolitan Magistrate, Calcutta (the “Magistrate”) against our Company,

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 NSCCL, Ravi Narain, J Ravichandran and others (collectively, the “Accused”) under Sections 406, 511 and 34 of
the IPC alleging that the properties entrusted by Rusoday in the form of security deposits, bank guarantees and
shares have been dishonestly disposed of by our Company and NSCCL in violation of the provisions of SCRA. The
Accused filed a discharge application before the Magistrate, which was allowed for Ravi Narain but the Magistrate
continued proceedings against our Company through a discharge order (the “Discharge Order”). Subsequently,
Rusoday filed a revision application before the Sessions Court, Calcutta against the Discharge Order. Our Company
and NSCCL also filed a revision application before the Calcutta High Court against the Discharge Order to the
extent it disallowed their prayer for discharging our Company and NSCCL. Rusoday’s revision application was
transferred to the Calcutta High Court, which set aside the Discharge Order and also rejected the revision application
filed by our Company and NSCCL pursuant to order dated July 29, 2011 (the “High Court Order”). Accordingly,
our Company and NSCCL filed the aforesaid special leave petitions dated December 21, 2011. In addition, J
Ravichandran and Ravi Narain also filed the special leave petitions dated November 22, 2011 and an interim stay
was granted by the Supreme Court on further proceedings before the Magistrate, pursuant to order dated December
12, 2011. The aforesaid interim stay is continuing as on date and the matters are currently pending before the
Supreme Court.

2. Our Company, one of our Directors, Ravi Narain and our Chief Executive Officer In-charge J Ravichandran, along
with other officials have filed a criminal revision application in 2011 (“Revision Application”) before the Calcutta
High Court in relation to the alleged criminal breach of trust and criminal conspiracy by our Company. Surendra
Kumar Jain, on behalf of Rusoday, the then trading member of our Company (the “Complainant”) had filed a
complaint in 2003 before the Metropolitan Magistrate, Calcutta (the “Magistrate”) against, inter alia, our Company,
Ravi Narain, J Ravichandran , Oriental Insurance Company Limited (“OICL”) and others (collectively, the
“Accused”) for criminal breach of trust and criminal conspiracy under Sections 406 and 120B of the IPC. Rusoday
had lost a parcel containing scripts worth ₹ 0.6 million approximately and it filed a claim which was accepted by
OICL to the extent of ₹ 0.6 million approximately (the “Claim”). However, the file was later closed by OICL as our
Company failed to issue a ‘no objection certificate’ in respect of the disbursement of the Claim, thereby allegedly
dishonestly misappropriating the said sum in collusion with OICL. The Magistrate issued process against the
Accused under Sections 406 and 120B of the IPC (the “Order”). Thereafter, our Company filed the Revision
Application before the Calcutta High Court under Section 482 of CrPC praying for, inter alia, quashing of the Order
and to direct stay of all further proceedings in the Order. Subsequently, a stay order dated June 29, 2011 was granted
by the Calcutta High Court directing stay of further proceedings and thereafter was extended and an ad-interim order
of stay was passed for a limited period. Thereafter, an application for extension of the ad-interim order was filed by
the Company (“Extension Application”). The Revision application and the Extension Application are currently
pending.

3. Raman Kumar Ohri and Ramesh Chandra Bhardwaj (collectively, the “Complainants”) have filed two complaints
dated June 25, 2012 and July 3, 2012, respectively, before the Metropolitan Magistrate, Delhi (the “Magistrate”)
against certain officers in charge of inspection department of our Company, Religare Securities Limited
(“Religare”), a trading member of our Company and others (collectively, the “Accused”) in relation to offences
committed under Sections 120B, 191, 406, 409, 415, 420 and 471 of the IPC alleging, inter alia, that the inspection
department of our Company conspired with Religare and overlooked the fraudulent illegal trading and violations
done by them and validated the alleged illegal authorisations and forgery by Religare. The Complainants have also
filed applications in September 2011 and May 2012 under Section 156(3) of CrPC before the DCP, Economic
Offence Wing, New Delhi seeking to direct the local police of DCP, Economic Offence Wing, New Delhi to
investigate the matter and lodge an FIR. The matters are currently pending.

4. Elegant Industries Private Limited (the “Complainant”) has filed a criminal revision application in January, 2008
before the Bombay High Court in relation to the alleged criminal breach of trust and criminal conspiracy with
respect to possession of property by our Company, one of the Directors of our Company, Ravi Narain and others
(collectively, the “Accused”). The Complainant had filed a complaint dated April 16, 2004 before the Metropolitan
Magistrate, Mumbai (the “Magistrate”) against the Accused, inter alia, for alleged criminal breach of trust and
criminal conspiracy, in relation to using the property of the Complainant rented by the Accused (the “Property”),
without making the required payments, wherein the Magistrate issued process against the Accused under Sections
406, 447, 341 and 34 of the IPC (the “Magistrate Order”). The Accused challenged the Magistrate Order by filing a
criminal revision application before the Additional Sessions Judge, Mumbai, which set aside the Magistrate Order
(the “Discharge Order”). Accordingly, the Complainant has filed the aforesaid criminal revision application before
the Bombay High Court praying, inter alia, to set aside the Discharge Order and restore the Magistrate Order. The
matter is currently pending. The Complainant has also filed a suit against our Company with respect to recovery of
possession. For further details, see “Outstanding Litigation and Material Developments - Litigation involving our
Company - Litigation filed against our Company - Other matters involving an amount exceeding ₹ 97.5 million” on
page 456.

Actions by regulatory / statutory authorities

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1. SEBI, by way of an ex-parte interim order dated May 26, 2014 prohibited Unickon Securities Private Limited
(“Unickon”), a stock broker functioning on our Company’s exchange, and its directors from accessing the securities
market and dealing in securities for indulging in activities detrimental to the interests of investors. On similar
grounds, by way of an ex-parte interim order dated March 19, 2015, SEBI prohibited Kassa Finvest Private Limited
(“Kassa”), a stock broker functioning on our Company’s exchange, and its directors and promoter from accessing
the securities market and dealing in securities. Pursuant to the aforesaid SEBI interim orders, our Company expelled
Unickon and Kassa, respectively from the trading membership of our Company. SEBI advised our Company to take
immediate steps to avoid recurrence of such instances in future, sensitise members, give a strict warning to the
market participants in this regard and submit to SEBI a preliminary as well as comprehensive report with respect to
the steps taken by our Company. SEBI issued show cause notice dated November 10, 2015 to our Company under
Section 11B of the SEBI Act and Section 12A of the SCRA for the alleged non-compliance of the aforesaid
directions. Our Company submitted a reply stating that it has been in constant interaction with SEBI on the matter
and has acted in accordance with the directives of SEBI including disbursal of amounts, and providing details of the
specific measures taken against Unickon and Kassa, general preventive measures, awareness initiatives initiated by
our Company on safety of client funds and securities and training programs with members. The matter is currently
pending and no order has been passed by SEBI in this regard.

2. SEBI received certain complaints against our Company’s co-location facility, including among others, allegations
that our Company had provided unfair access to the co-location facility to select trading members. SEBI forwarded
the complaints to our Company in early 2015 and advised us to examine the issues highlighted and furnish a report
to SEBI after placing the same before the Company’s standing committee on technology. We undertook the exercise
and submitted the report to SEBI. Subsequently, SEBI pursuant to its letter dated December 29, 2015 assigned the
task of comprehensive examination of complaints to a team headed by professors of the Indian Institute of
Technology, Bombay and advised our Company to extend all co-operation to the team. Subsequently, by its letter
dated March 29, 2016, SEBI forwarded the interim observations of the team under the report (the “CFT/IIT Interim
Report”) to our Company and required our Company to submit responses to the observations of the CFT/IIT Interim
Report within a period of 15 days, which was subsequently extended. The CFT/IIT Interim Report contained the
following observations, among others:

a. our Company’s TCP-IP based tick by tick (“TBT”) architecture was prone to market abuse and thereby
compromised with market fairness and integrity by providing quicker order dissemination to those who
managed to login early;

b. one of the members consistently logged in early and crowded out other members and gained materially
from the exploitation of the TBT architecture;

c. certain members were given preferential access to the backup servers of the TBT system;

d. our Company was not fully co-operative with the team in providing complete and / or timely responses; and

e. our Company was in violation of our internal policy by permitting entities that are not internet service
provider to lay fibre optic cables at our co-location facility.

Our Company submitted its response to the findings of the CFT/IIT Interim Report, through letters dated May 12,
2016 and June 29, 2016, wherein it had disputed the findings of the CFT/IIT Interim Report, particularly stating the
following key points: (i) trading members logging in early would not necessarily receive data ahead of other trading
members or any material advantage; (ii) our Company had provided a level-playing field to all trading members and
consistent early login per-se would not amount to market abuse; (iii) no limit had been placed on the number of IP
connections available to any trading member and accordingly disputed the observation that one member was
crowding out others; (iv) no trading members was given preferential access to the back up server; (v) our Company
had fully cooperated with the team; and (vi) our Company was not in violation of any internal policy, and did not
regulate the choice of internet service providers of trading members while establishing connectivity.

Thereafter, a meeting was held among the Technical Advisory Committee of SEBI and the NSE Standing
Committee on Technology, a committee of our Company, to discuss various technical issues involved in the TBT
architecture and co-location facility of our Company.

SEBI through its letter dated September 9, 2016 (“Observation Letter”), among other things, observed (i) that the
architecture of our Company with respect to dissemination of TBT through transmission control protocol was prone
to manipulation and market abuse; (ii) preferential access was given to certain stock brokers; and (iii) violated our
own policies by permitting entities that are not internet service provider to lay fibre optic cables at our co-location
facility for various stock brokers and (iv) the possibility of collusion between our officials and stock broker(s).
Further, SEBI advised our Board: (i) to immediately initiate an independent examination (including forensic
examination by an external agency) of the concerns highlighted in the CFT/IIT Interim Report, including lack of

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processes and collusion, if any, and fix accountability for the breaches of the entities involved including our
Company, stock brokers, vendors and outsourced entities; (ii) as an interim measure, pending investigation and
submission of the report to the satisfaction of SEBI, to place all revenues generated from the co-location facility,
including from any fibre optic cable connectivity from stock broker’s co-location facility to such stock broker’s
offices, in a separate bank account and submit details of such account to SEBI; and (iii) to submit a comprehensive
report to SEBI within a period of three months from the date of the Observation Letter.

Our Company appointed an independent agency (the “Independent Agency”) to conduct an examination of all the
concerns highlighted in the CFT/IIT Interim Report, including, particularly whether norms of fair access were
breached, whether some brokers unduly benefitted and if there were was any collusion or misconduct by our
employees. Our Company, through its letters dated November 10, 2016 and November 17, 2016 intimated SEBI of
(i) appointment of the Independent Agency and the commencement of their investigation from September 24, 2016
and (ii) details of the separate bank account and transfer of an amount of ₹ 65.33 million for the month of
September, 2016 (that is the month of the Observation Letter), being the amount collected towards colocation
charges in the nature of rack charges and connectivity charges. Further, in view of the extension sought by the
Independent Agency to submit its report, our Company sought an extension until December 31, 2016 to submit the
comprehensive report to SEBI. Subsequently, SEBI through its letter dated November 28, 2016, observed that our
Company has not complied with certain observations as indicated in the Observation Letter, including (i) the transfer
of all revenues emanating from the co-location facility, including those generated from the trading activity; and (ii)
granted an extension until December 31, 2016 to our Board to submit its report pursuant to the independent
examination of the matter. Our Board in its meeting held on November 29, 2016 took note of the same and decided
to comply with SEBI’s letter and deposit in the separate bank account not only the rack charges (that is the rental for
rack space) and connectivity charges in respect to the co-location facility but also the transaction charges resulting
from the trading activity at the co-location facility. Accordingly, in addition to the rack charges and connectivity
charges, an amount of ₹ 1,455.23 million, representing the transaction charges on trade orders placed through our co-
location facility for the months of September 2016, October 2016 and November 2016 has been transferred to the
separate bank account described above. We intend to deposit the rack charges, connectivity charges and transaction
charges to the separate bank account, for each month going forward until SEBI directs us otherwise.

The Independent Agency has submitted its report to the Company, which in turn has been filed with SEBI on
December 23, 2016. The report has made the following observations:

a. The system architecture of the Company’s TCP-IP based TBT system was prone to manipulation. The
Independent Agency’s analysis highlighted trends for certain periods where a few stock brokers appear to be the
first to connect to specific servers significantly more often than others. The TCP-IP based TBT system
architecture indicated that data was disseminated in a sequential manner whereby the stock broker who
connected first to the server received ticks (market feed) before the stock broker who connected later;

b. The Independent Agency observed indications of potential preferential treatment to a few stock brokers.
Different stock brokers were treated differently and there was no uniform approach applied across stock brokers
with respect to allocation of new IPs across ports on existing servers and movement from one server to another.
Ticks were disseminated faster to members connected to less crowded servers, thereby giving an advantage to
such stock brokers;

c. The Independent Agency’s analysis indicated that one particular stock broker almost consistently connected first
to the fall back or secondary server during the period from December 10, 2012 to May 30, 2014 and was very
often also the second stock broker to connect during this period. The Independent Agency observed that the
particular stock broker’s continuous access to the fall back or secondary server during the period from
December 10, 2012 to May 30, 2014 may not have been possible without the knowledge of certain employees
identified in the report, who did not take any action despite consistent connections to the fall back servers
against protocol;

d. In order to ensure that norms of fair access were not breached, it was possible for our Company to negate the
advantage of connecting first by implementing a randomiser which would randomly pick a connection to begin
dissemination of data through the random function was applied to other process but was not implemented for
TBT systems;

e. The Independent Agency has observed that while it has not validated the performance of the Multicast TBT
system (which was introduced in April 2014) in an operating environment, on the basis of a review of the
architecture of the Multicast TBT, the issues related to benefits from early connectivity and sequential
dissemination of ticks appears to have been addressed;

f. In relation to the question of whether we breached our own policies by permitting entities that are not internet
service provider to lay fibre optic cables at our co-location facility for various stock brokers, The Independent

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 Agency has observed that in the absence of a specific policy and operating procedure, it appears that our
Company relied on such entities’ undertakings rather than satisfying itself about the entities’ status as a licensed
provider of point to point connectivity;

g. While the Independent Agency observed indications of differential behaviour being shown towards a few stock
brokers by certain employees identified in the report, the Independent Agency has stated that it is not in a
position to comment on whether this would amount to collusion or connivance;

j. The Independent Agency observed lack of documented policies and protocols with respect to various aspects of
the functioning of the TBT system and certain historical information was not available due to absence of
protocols related to data retention; and

h. After our Company confirmed completion of the data restoration exercise for all TBT servers, the Independent
Agency came across additional TBT servers which had not been put through the restoration process, and the
NSE team was unaware of them.

The Independent Agency has also made observations that due to absence of protocols related to data retention, email
and other information for certain former employees of our Company was unavailable.

Our Board, in its meeting held on December 19, 2016, has taken the report on record and decided to initiate a review
of the Multicast TBT systems of our Company including the processes and procedures, data retention, job rotation,
mandatory leave, segregation of duties. We have forwarded the report to SEBI on December 23, 2016. We have not
commented on the observations made by the Independent Agency in its report. Additionally, we have also requested
SEBI, pursuant to our letter dated December 26, 2016, that its decision be communicated to us as early as possible,
and that once the decision is taken, to take a view on the decision on the freezing of the revenues accruing to us from
the co-location facility.

Additionally, in relation to the allegations against our Company’s co-location facility as describe above, Moneywise
Media Private Limited and its editors had, in June and July, 2015 published certain articles against our Company’s
co-location facility, in response to which, our Company had filed a defamation suit in July, 2015, wherein interim
reliefs sought by our Company was dismissed by the Single Judge of the Bombay High Court. For details, see
“Outstanding Litigation and Material Developments - Litigation involving our Company- Litigation filed by our
Company- Other matters involving an amount exceeding ₹ 97.5 million” on pages 457 and 458.

2. Pursuant to a letter issued by the Ministry of Finance, SEBI conducted an examination of modification of client
codes that had taken place in the derivatives segment of our Company during 2010. SEBI sought information from
our Company, including details of the volumes of the transactions where modification of client codes by our
Company and details of mechanism to verify the genuineness of modification of such client codes. Subsequently,
SEBI issued a show cause notice dated February 11, 2011 to our Company alleging that our Company has failed to
provide the requisition information and clarifications sought by SEBI, to which our Company filed a reply. SEBI
passed an order dated April 10, 2012 observing, inter alia, that there was high volume of instances of client code
modification and thereby warned our Company to be more cautious and perceptive in discharge of its regulatory
duties.

3. SEBI conducted a special purpose inspection of our Company to ascertain whether our Company was in compliance
with the provisions of SEBI circulars dated January 31, 2000 and June 28, 2001, including in relation to mechanism
of monitoring the risk management practices of its trading members. Subsequently, SEBI issued a show cause notice
dated April 18, 2013 to our Company requiring our Company to show cause as to why appropriate directions under
Section 12A of the SCRA should not be issued against it, to which our Company had filed a reply. SEBI, through its
order dated October 10, 2014 (the “Order”), censured our Company for its conduct and directed our Company to be
more careful and cautious while dealing in securities and comply with legal requirements that governs its functions
as a stock exchange. Further, SEBI directed our Company to carry out a comprehensive review by an independent
expert on the processes followed, checks and systems employed by our Company for maintaining stability of
markets. Subsequently, our Company had appointed an external consultant, which suggested a robust securities
trading system in its report submitted to SEBI on April 17, 2015 along with an action plan.

4. SEBI had received anonymous complaints questioning the re-designation of Anand Subramanian as the Group
Operating Officer and Advisor to our Managing Director. SEBI, by its letter dated September 15, 2016, advised us to
place the complaint letters before our Board and to decide whether there has been any violation of code of conduct or
principle of avoidance of conflict of interest while appointing Anand Subramanian as the Group Operating Officer
and Advisor to the Managing Director and submit a report to SEBI. Anand Subramanian has foreclosed his
consultancy assignment with effect from October 21, 2016 and SEBI has been informed of the same through our e-
mail dated December 21, 2016. The Nomination and Remuneration Committee of our Board was at its meeting dated
November 9, 2016 advised that consultants with responsibilities be considered for absorption as employees after

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 taking into consideration the current and future requirements, suitability, fitment, feedback, performances, age, etc or
the consultancy contract be foreclosed as soon as possible.

Other matters involving an amount exceeding ₹ 97.5 million

1. On November 16, 2009, MCX Stock Exchange Limited, now the Metropolitan Stock Exchange of India Limited
(“MSI”), filed an information with the Competition Commission of India (“CCI”) against our Company and DotEx,
principally alleging that our Company is in a dominant position in the stock exchange services market (including the
equity, futures and options, wholesale debt market and currency derivatives segments) and that it has abused its
dominance under Section 4 of the Competition Act by engaging in, among other things, predatory pricing in the
newly established currency derivatives segment, where our Company had waived various fees. The CCI, through a
majority decision of 4-2 dated June 23, 2011 (the “CCI Order”) held, inter alia, that our Company enjoyed a
dominant position in the market for stock exchange services in the currency derivatives segment and that our
Company abused its dominance by engaging in “unfair pricing” (not specifically “predatory pricing”) vis-a-vis MSI.
The CCI Order under Section 27 of the Competition Act directed our Company to, inter alia, cease and desist from
unfair pricing and levied a penalty of 5% of the average turnover for the last three years, which amounted to ₹ 555.0
million. The CCI order also observed that DotEx, being a wholly owned subsidiary of our Company had little
independence of action in the matter and did not levy any separate penalty on it.

Our Company challenged the CCI Order, before the COMPAT. The COMPAT, by an order dated August 5, 2014,
while setting aside certain parts of the CCI Order, nevertheless upheld the finding of abuse of dominance. The
COMPAT held that our Company engaged in “predatory pricing” in the stock exchange services market and upheld
the 5% penalty levied by the CCI (the “COMPAT Order”).

On September 16, 2014, our Company filed a civil appeal before the Supreme Court of India under Section 53T of
the Competition Act, against the COMPAT Order, along with an interim application seeking a stay on the operation
and effect of the COMPAT Order. The Supreme Court of India granted an interim stay on the penalty (₹ 555.0
million). The matter is currently pending before the Supreme Court of India. MSI has also filed a compensation
application before the COMPAT, claiming an amount of ₹ 8,569.9 million along with interest at the rate of 18% per
annum until realization of the claim. The matter is currently pending.

2. Prabhudas Lilladher Private Limited, a trading member of our Company and Arun Sheth, managing director and
shareholder of Prabhudas Lilladher Private Limited (together, the “Petitioners”) have filed a writ petition in April
2004 against our Company and one of our Subsidiaries, NSCCL (together, the “Respondents”) before the Bombay
High Court alleging that the Respondents have wrongfully annulled certain trades in respect of shares of Cyberspace
Infosys Limited and forfeited the payout of funds carried out by the Petitioners on behalf of Shivam Multi Services
Private Limited under the authority of its circular dated August 19, 2002 (the “Circular”) and the bye-laws of our
Company. The Petitioners have further alleged that the Circular is discriminatory, unreasoned, unsubstantiated and
does not give any valid reason for such annulment and that the said bye-laws are arbitrary and therefore violative of
Articles 14, 19(1)(g) and 300A of the Constitution of India. The Petitioners have also sought for a writ of certiorari
calling for records leading to the decision of annulment and a writ of mandamus directing the Respondents to
withdraw or cancel the Circular in so far as it annuls the trades. The amount involved in the matter is ₹ 28.5 million
and interest at the rate of 18% per annum from March 2001 until the date of payment or realisation. The matter is
currently pending.

3. Stenley Credit Capital Limited, a trading member of our Company (the “Plaintiff”) filed a suit dated July 12, 1999
before the Calcutta High Court against our Company, one of our Subsidiaries, NSCCL and others (collectively, the
“Defendants”), in relation to the securities withheld by our Company and NSCCL. The Plaintiff had failed to fulfil
its obligations towards our Company and NSCCL due to short payment by one of the entities carrying out
investment and trading activities, through the Plaintiff. The Plaintiff alleged that it was compelled to instruct our
Company and NSCCL to close out its position in respect of securities withheld by our Company and NSCCL.
Further, the Plaintiff alleged that our Company and NSCCL had wrongfully disconnected the online trading
connection granted to the Plaintiff. Accordingly, the Plaintiff has claimed an amount of ₹ 34.9 million, along with
interim interest and interest on the judgment at the rate of 21% per annum. Further, the Plaintiff has also sought for a
mandatory injunction directing our Company and NSCCL to make over the unsold shares of a certain entity to the
Plaintiff. The amount involved in the matter is ₹ 34.9 million, along with interim interest and interest on the
judgment at the rate of 21% per annum. The matter is currently pending.

4. Prime Broking Company (India) Limited (“Prime”), a trading and clearing member of our Company, has filed a suit
dated October 18, 2013 (the “Suit”) before the Bombay High Court against our Company and one of our
Subsidiaries, NSCCL (together, the “Defendants”) seeking a monetary decree of ₹ 1,525.7 million along with
interest from April 2013 at the rate of 18% per annum or any other rate until such payment is made against our
Company and NSCCL by way of damages for loss caused due to NSCCL’s declaration of Prime as a defaulter.
NSCCL required Prime to replace the ineligible securities for margin purposes in respect of long term option

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 contracts and NSCCL had indicated to sell the securities held by Prime to meet the pay-in obligation of Prime.
Pursuant to this, the Defendants sold 297,731 shares of Gitanjali Gems Limited (“Gitanjali”). Thereafter the
Defendants received a letter dated March 23, 2013 from the Economic Offences Wing, Mumbai Police (“EOW”)
stating that the shares of Gitanjali which were pledged by Prime with one of our Subsidiaries, NSCCL, belonged to
Sarvin Mercantile Private Limited and Trusha Infrastructure Private Limited and directed NSCCL to freeze these
shares. Meanwhile, the Defendants called upon Prime to meet their pay-in obligations to the tune of ₹ 940.0 million,
failing which the Defendants issued a show cause notice to Prime and thereafter declared Prime as a defaulter under
the bye-laws of our Company (the “Declaration”). Aggrieved by the same, Prime filed the aforesaid Suit before the
Bombay High Court and sought a decree of ₹ 1,525.7 million along with interest at the rate of 18% per annum or any
other rate until such payment is made. Prime also filed an appeal before the Securities and Appellate Tribunal
(“SAT”) challenging the Declaration and SAT upheld the Declaration through its order dated June 30, 2015.
Subsequently, Prime filed an appeal dated August 14, 2015 before the Supreme Court challenging the aforesaid
order of SAT, which is currently pending. The Suit is also currently pending before the Bombay High Court. The
amount involved in the matter is ₹ 1,525.7 million.

5. Elegant Industries Private Limited (“Elegant”) has filed a suit dated December 3, 2004 against our Company before
the Small Causes Court, Bombay (“Court”) for recovery of possession of property. Elegant alleged that there was no
agreement between Elegant and our Company after October 2002 and demanded that our Company return
possession of the suit premises and pay charges for illegal occupation thereof. Elegant inter alia, claimed the
following reliefs before the Court: (i) vacant possession of the suit premises and damages of ₹ 32.4 million along
with interest at 18% per annum until realization, (ii) mesne profits of a total of ₹ 13.3 million and ₹ 15,000 per day
along with interest at 18% per annum, municipal taxes of ₹ 1.5 million maintenance charges of ₹ 0.2 million,
compensation for hindrance caused to Elegant for ₹ 5.6 million, cost of repairs for ₹ 2.5 million, (iii) injunction
restraining our Company from handing over the suit premises to any third person and creating any third party right
over it and (iv) pay an amount of ₹ 10,000 per day along with interest at 18% per annum as compensation for losses
suffered due to physical hindrance caused to Elegant to offer services, facilities or amenities in the suit premises to
other customers. The matter is currently pending. Elegant has also filed a criminal complaint against our Company
and certain Directors of our Company. For further details, see “Outstanding Litigation and Material Developments -
Litigation involving our Company- Litigation filed against our Company- Criminal matters” on page 451.

Matters involving our Company, whose outcome could have material adverse effect on the position of our Company

1. Our Company has filed a letters patent appeal dated April 30, 2010 before the Delhi High Court in relation to the
application filed by K. Lall under the Right to Information Act, 2005 (“RTI Act”) seeking information from our
Company. K. Lall filed an application under the RTI Act seeking information from our Company. Our Company
informed him that RTI Act is not applicable to our Company as it is not a public authority under the RTI Act. The
matter was heard by the Central Information Commission (“CIC”), whereby the CIC through its order dated June 7,
2007 held that our Company was a “public authority” under the RTI Act (“Order 1”). Aggrieved by Order 1, our
Company filed a writ petition before the Delhi High Court. The Delhi High Court through its order dated April 15,
2010 dismissed the writ petition and upheld our Company as a public authority on grounds that it is an authority or
institution established by notification or order issued by the appropriate government and is controlled by the
appropriate government and thus falls within the ambit of the definition of “public authority” (“Order 2”).
Aggrieved by Order 2, our Company filed a letters patent appeal dated April 30, 2010 before the Delhi High Court
seeking to quash Order 2. The Delhi High Court by its interim order dated May 4, 2010 (“Order 3”) imposed a stay
on Order 1 and Order 2. Thereafter, the Delhi High Court by its order dated August 21, 2012 made Order 3 absolute
until the disposal of the appeal. The matter is currently pending.

Matters involving our Company pursuant to our regulatory function

We are involved as a party in certain proceedings pursuant to our regulatory function. These matters are in relation to
(i) cases challenging the validity of SEBI directives or the bye-laws of our Company, (ii) cases challenging the
validity of the arbitral awards / arbitration petitions filed under section 34 of the Arbitration and Conciliation Act,
1996, where such arbitration proceedings have been conducted in accordance with the bye–laws of our Company,
(iii) cases challenging the attachment of assets of trading members available with our Company by courts or official
liquidator or any other authority on the ground that such assets are required to be dealt in the manner stipulated by
the bye-laws of our Company, (iv) cases filed before various consumer forums for deficiency of services and (v)
cases challenging the actions taken by our Company against various complainants such as disciplinary action,
suspension of trading.

Other matters involving an amount below ₹ 97.5 million

Other matters involving our Company (other than matters involving our Company pursuant to our regulatory
function) relate to, inter alia, claims filed by investors relating to recovery of amount from the collaterals of
members deposited with our Company or out of the investor protection fund. The matters are filed before various

456
 forums and are currently pending at various stages.

Default and non-payment of statutory dues etc. by our Company

There have been no instances of defaults or non-payment of statutory dues by our Company. Our Company is in the
process of updating the data/errors displayed on TDS Reconciliation Analysis and Correction Enabling System
TRACES website for short / non-deduction of TDS.
Litigation filed by our Company

Criminal matters

1. An ex-employee, who was the Assistant Vice President of our Company, on behalf of our Company (the
“Complainant”) has filed an FIR dated July 5, 1997 against the directors and promoters of Vipul Securities Limited
(“VSL”) (collectively, the “Accused”) at N.M. police station, Mumbai, inter alia, under Sections 465, 467, 468, 471,
411, 420 and 120B of the IPC in respect of alleged criminal conspiracy by delivering forged and stolen shares to our
Company and causing wrongful loss to our Company to the tune of ₹ 221.9 million. Subsequently, the investigating
officer filed a discharge application dated January 20, 2005 before the Additional Chief Metropolitan Magistrate,
Mumbai (the “Magistrate”) seeking discharge of one of the directors of VSL, Mr. Vipul Maheshwari, which was
dismissed by the Magistrate. The matter is currently pending. Our Company and NSCCL have also filed a recovery
suit against Vipul Securities Limited, Mirage Services Private Limited (formerly known as Vipul Holdings Limited)
and others before the Bombay High Court in relation to recovery of amount for delivery of fake, forged or stolen
shares. For further details, see “Outstanding Litigation and Material Developments - Litigation involving our
Company - Litigation filed by our Company - Other matters involving an amount exceeding ₹ 97.5 million” on page
457.

2. Our Company filed two appeals dated April 30, 2016 and July 8, 2016 before the Delhi High Court in relation to
misappropriation of shares by Maxwell Securities Private Limited, a trading member of our Company (“MSPL”),
Tarun Goyal, director of MSPL and others (collectively, the “Accused”). Our Subsidiary, NSCCL had entrusted
certain shares to MSPL, which upon request, MSPL failed to return these shares to NSCCL despite several
reminders. Subsequently, our Company filed an FIR dated September 4, 1997 before the Defence Colony Police
Station, Delhi against the Accused under Sections 406, 419, 420, 468, 471, 477A and 120B of the IPC in relation to
misappropriation of shares by manipulating the records of MSPL and fraudulently selling these shares in the open
market via bogus companies for personal benefit thereby causing loss to our Company. Thereafter, the matter was
heard by Chief Metropolitan Magistrate, New Delhi which framed charges against the Accused under Sections 120B
and 409 of the IPC (the “Magistrate Order”). Subsequently, the Accused had filed a criminal revision petition
before the Additional Sessions Judge, Saket district which set aside the Magistrate Order and discharged the Accused
(the “Sessions Order”). Accordingly, our Company has filed the aforesaid appeals before the Delhi High Court. The
matters are currently pending.

Other matters involving an amount exceeding ₹ 97.5 million

1. Our Company and our Subsidiary, NSCCL (collectively, the “Plaintiffs”) have filed a recovery suit dated July 29,
1998 (the “Suit”) against Vipul Securities Limited, Mirage Services Private Limited (formerly known as Vipul
Holdings Limited) and others (collectively, the “Defendants”) before the Bombay High Court in relation to recovery
of amount from the Defendants. The Plaintiffs at various instances received shares which were returned by various
brokers/ members to the Plaintiffs. Such brokers/ members had alleged that the shares delivered by the Defendants,
who were acting as the selling brokers and trading members, were fake, forged or stolen. The Defendants had
replaced certain of such returned shares, whilst the shares which were not replaced were purchased by the Plaintiffs
in an auction. Since the Defendants did not have sufficient funds, the shares which were not replaced were to be
purchased by the Plaintiffs at their own account. Accordingly, the Plaintiffs filed the Suit to recover the claim of ₹
205.4 million from the Defendants along with interest and sought for an injunction order restraining the Defendants
from alienating their assets. The Bombay High Court, through its order dated June 10, 2014, observed that since the
Defendants had not filed their written statement, the Plaintiffs were entitled to an ex parte order. Further, in respect
of a winding up petition filed against Vipul Securities Limited, our Company has filed a company application before
the Bombay High Court seeking permission to proceed with the recovery suit, which has been admitted by the
Bombay High Court. The amount involved in the matter is ₹ 205.4 million. The matters are currently pending before
the Bombay High Court. Our Company has also filed an FIR against the directors and promoters of Vipul Securities
Limited in respect of alleged criminal conspiracy by delivering forged and stolen shares at our Company and causing
wrongful loss to our Company. For further details, see “Outstanding Litigation and Material Developments -
Litigation involving our Company- Litigation filed by our Company- Criminal matters” on page 457.

2. Our Company has filed an appeal in September 2015 before the Division bench of the Bombay High Court in
relation to certain articles published against our Company. Our Company had filed a defamation suit dated July 21,

457
 2015 (the “Suit”), along with notice of motion (the “Notice of Motion”) before the single bench of the Bombay
High Court against Moneywise Media Private Limited and its editors, namely, Sucheta Dalal and Debashish Basu
(collectively, the “Respondents”) seeking interim reliefs in relation to certain articles published by the Respondents
in June and July, 2015 which contained allegations that our Company facilitated high frequency trades in an illegal
manner and allowed select brokers to receive market data earlier than others, thereby allowing such brokers to make
illegal profits. The interim reliefs sought included an order of injunction directing the Respondents to cease and
desist from publishing of such articles and sought damages from the Respondents amounting to ₹ 1,000 million
along with interest at the rate of 12% from July 8, 2015 till the payment of the said amount. A single judge of the
Bombay High Court, through its order (the “Order”) dismissed the Notice of Motion and ordered our Company to
pay ₹ 0.2 million to each of the two editors and ₹ 4.7 million as punitive and exemplary costs towards public causes
within a period of two weeks. Subsequently, our Company filed an appeal against the Order along with a notice of
motion seeking interim stay on the Order before the Division Bench of the Bombay High Court (“Division Bench”).
The Division Bench through its order dated September 21, 2015 granted an interim stay (“Stay Order”) on the
imposition of costs through the Order. Thereafter, the Division Bench through its order dated March 3, 2016 directed
that the Stay Order shall continue until the matter is heard next. The amount involved in the matter is ₹ 1,180
million. The matter is currently pending.

Other matters involving an amount below ₹ 97.5 million

Two matters have been filed by our Company in relation to the recovery and winding-up petitions against defaulter
members. The matters are filed before various forums and are currently pending at various stages.

II. Litigation involving our Subsidiaries

A. Litigation involving NSCCL

Litigation filed against NSCCL

Criminal matters

1. Surendra Kumar Jain, on behalf of Rusoday Rusoday had filed a complaint dated May 18, 2002 before the Chief
Metropolitan Magistrate, Calcutta against our Company, one of our Subsidiaries, NSCCL, J Ravichandran, Ravi
Narain and others under Sections 406, 511 and 34 of the IPC alleging that the properties entrusted by Rusoday in the
form of security deposits, bank guarantees and shares have been dishonestly disposed of by our Company and
NSCCL in violation of the provisions of SCRA. For further details, see “Outstanding Litigation and Material
Developments - Litigation involving our Company- Litigation filed against our Company- Criminal matters” on
pages 450 and 451.

Other matters involving an amount exceeding ₹ 97.5 million:

1. Stenley Credit Capital Limited has filed a suit before the Calcutta High Court against our Company, our Subsidiary,
NSCCL and others, in relation to the securities withheld by our Company and NSCCL. For further details, see
“Outstanding Litigation and Material Developments - Litigation involving our Company- Litigation filed against our
Company- Other matters involving an amount exceeding ₹ 97.5 million” on page 455.

2. Prabhudas Lilladher Private Limited and Arun Sheth, managing director and shareholder of Prabhudas Lilladher
Private Limited have filed a writ petition in April 2004 against our Company and one of our Subsidiaries, NSCCL
(together, the “Respondents”) before the Bombay High Court alleging wrongful annulment of trades by the
Respondents. For further details, see “Outstanding Litigation and Material Developments - Litigation involving our
Company - Litigation filed against our Company- Other matters involving an amount exceeding ₹ 97.5 million” on
page 455.

3. Prime Broking Company (India) Limited (“Prime”), a trading and clearing member of our Company, has filed a suit
dated October 18, 2013 before the Bombay High Court against our Company and one of our Subsidiaries, NSCCL
seeking a monetary decree of ₹ 1,525.7 million along with interest by way of damages for loss caused due to
NSCCL’s declaration of Prime as a defaulter. For further details, see “Outstanding Litigation and Material
Developments - Litigation involving our Company- Litigation filed against our Company - Other matters involving
an amount exceeding ₹ 97.5 million” on pages 455 and 456.

Actions by regulatory / statutory authorities

SEBI through its letter dated May 7, 2015 required NSCCL to clarify inter alia, as to (i) why loss caused to NSCCL
due to default of Prime Broking Company (India) Limited (“Prime”), a trading and clearing member of our
Company was not written off as bad debts, as mentioned in the notes to financial statements for the Financial year
2013-14 and instead directly appropriated against the amount receivable from our Company towards contribution of

458
 settlement guarantee fund (the “SGF”); and (ii) how the allocation of loss arising due to default by NSCCL was in
consonance with the default waterfall mechanism contained in the bye-laws of NSCCL. NSCCL, through its reply
dated May 25, 2015 inter alia stated that (i) in terms of Regulation 39(5) of the SECC Regulations, the appropriation
of loss from the contribution of SGF is a valid security for NSCCL, in case of settlement default by members that (ii)
allocation of loss was in accordance the waterfall mechanism as contained in the applicable bye-laws of NSCCL as
NSCCL had utilised the amount paid in the form of margin and deposits by Prime and dues amounting to ` 723.8
million were appropriated from the contribution to the SGF, which was provisionally receivable by the Company
under the SECC Regulations. Subsequently, SEBI through its letter dated November 10, 2015 sought additional
clarifications from NSCCL, inter alia, on the accounting treatment and compliance with the default waterfall
mechanism under the bye-laws of NSCCL. NSCCL through its reply dated November 26, 2015, inter alia submitted
that the provisions of the bye-laws pertaining to the utilisation of the settlement fund are subject to the relevant
provisions of the SECC Regulations and that it has complied with the same. Thereafter, SEBI through its letter dated
December 6, 2016 issued to NSCCL observed that the allocation of loss due to default of Prime was not in
conformity with the bye-laws of NSCCL. Further, NSCCL was advised to bring the SGF up to the level that is
required by allocating the loss according to its bye-laws. In addition, as regards transfer of penalties of ₹ 593.7
million to SGF, SEBI required NSCCL to transfer the balance amount of ₹ 241 million to the SGF from its reserves
by December 31, 2016 and intimate compliance of the same to SEBI within 7 days thereof. SEBI further advised
NSCCL to exercise caution and ensure full compliance with the rules, regulations and circulars issued by SEBI to
avoid recurrence of such instances. The amount involved in the matter is ₹ 241 million.

Litigation filed by NSCCL

Criminal matters

1. Our Subsidiary, NSCCL (the “Petitioner”) has filed a special leave petition (“SLP”) dated October 17, 2013 before
the Supreme Court against the order passed by the Bombay High Court on August 22, 2013 dismissing the criminal
application filed by the Petitioner against, inter alia, Economic Offence Wing, Mumbai (the “EOW”), Prime
Broking Company (India) Limited (“Prime”) and others (collectively, the “Accused”). Prime, a trading and clearing
member on the Future and Options segment of NSCCL failed to perform its obligations owed to the Petitioner,
pursuant to which the Petitioner started liquidating shares of Gitanjali Gems Limited pledged with the Petitioner by
Prime (the “Pledged Shares”). Consequently, the EOW had issued an order under Section 102 of the CrPC directing
our Company to freeze the sale of the Pledged Shares on the basis of complaints received from Sarvin Mercantile
Private Limited and Trusha Infrastructure Private Limited, claiming that the Pledged Shares belonged to them (the
“EOW Order”). Aggrieved by the EOW Order, the Petitioner filed a criminal application dated May 8, 2013 under
Section 482 of CrPC before the Bombay High Court which was dismissed stating that the Petitioner had an alternate
remedy existing and there was no requirement to invoke inherent power of the Bombay High Court. Accordingly, the
Petitioner has filed the SLP. Subsequently, the Supreme Court by an order dated September 18, 2015 permitted the
Petitioner to dispose of the Pledged Shares, which would be without prejudice to the rights and contentions of the
parties in the SLP, and directed that the sale proceeds be deposited with the registry of the Supreme Court in the
form of a fixed deposit for a period of one year in the first instance. Accordingly, the Petitioner sold the Pledged
Shares and has realized approximately ₹ 61.9 million and deposited the said amount as directed. The SLP will be
listed for the final hearing in due course. The matter is currently pending. Prime has also filed a suit before the
Bombay High Court against our Company and NSCCL. For further details, see “Outstanding Litigation and Material
Developments - Litigation involving our Company - Litigation filed against our Company - Other matters involving
an amount exceeding ₹ 97.5 million” on pages 455 and 456. Further, NSCCL has also filed a suit before the
commercial division of the Bombay High Court against Prime. For further details, see “Outstanding Litigation and
Material Developments - Litigation involving our Subsidiaries - Litigation involving NSCCL - Litigation filed by
NSCCL - Other matters involving an amount exceeding ₹ 97.5 million” on pages 459 and 460.

Other matters involving an amount exceeding ₹ 97.5 million:

1. Our Subsidiary, NSCCL (the “Plaintiff”) has filed a suit dated June 28, 2016 before the commercial division of the
Bombay High Court against Prime Broking Company (India) Limited (“Prime”), a trading and clearing member of
our Company for recovery of losses caused to the Plaintiff on account of defaults by Prime. Prime had a settlement
shortfall of ₹ 947.9 million in respect of option contracts, which it could not pay and consequently, the Plaintiff
issued a show cause notice to Prime for declaring it as a defaulter. Prime admitted liability to the extent of ₹ 909.0
million. Accordingly, the Plaintiff has claimed an amount of ₹ 1,804.3 million along with interest by way of
damages along with an injunction restraining Prime from alienating its assets and a direction to appoint receiver
including the power to take possession and undertake sale of the assets of Prime. The amount involved in this matter
is ₹ 1,804.3 million. Since Prime had become commercially insolvent, the Plaintiff also filed a winding up petition
before the Bombay High Court against Prime and the same was admitted by the Bombay High Court. Aggrieved by
the same, Prime filed an appeal before the Bombay High Court seeking a stay on the proceedings in the winding up
petition pending the disposal of the appeal. The matters are currently pending. NSCCL has also filed a special leave
petition before the Supreme Court against Prime and others. For further details, see “Outstanding Litigation and

459
 Material Developments - Litigation involving our Subsidiaries - Litigation involving NSCCL - Litigation filed by
NSCCL – Criminal Matters” on page 459. Further, Prime has filed a suit before the Bombay High Court against our
Company and NSCCL. For further details, see “Outstanding Litigation and Material Developments - Litigation
involving our Company - Litigation filed against our Company - Other matters involving an amount exceeding ₹
97.5 million” on page 455 and 456.

2. Our Company and our Subsidiary, NSCCL have filed a recovery suit against Vipul Securities Limited, Mirage
Services Private Limited (formerly known as Vipul Holdings Limited) and others before the Bombay High Court.
For further details, see “Outstanding Litigation and Material Developments - Litigation involving our Company-
Litigation filed by our Company- Other matters involving an amount exceeding ₹ 97.5 million” on page 457.

III. Litigation involving our Group Companies

Disclosure of litigation involving our Group Companies: Our Board has approved that the outstanding litigation
involving our Group Companies which exceed an amount being lesser of 1% of the total net profit after tax or 1% of
the net worth of our Company, as per the restated financial statements of our Company (as at and for the Financial
Year 2016), on a consolidated basis would be considered material for our Group Companies. Accordingly, we have
disclosed all material outstanding litigation involving our Group Companies where (i) the aggregate amount
involved exceeds ₹ 97.5 million (being an amount which is less than 1% of the total net profit after tax and 1% of the
net worth of our Company as per the Restated Financial Information of our Company (as of and for the Financial
Year 2016) individually, (ii) the decision in one case is likely to affect the decision in similar cases, even though the
amount involved in that individual litigation may not exceed ₹ 97.5 million; and (iii) all other outstanding litigation
which may not meet the specific threshold and parameters as set out in (i) or (ii) above, but where an adverse
outcome would materially and adversely affect the business, operations or financial position or reputation of our
Company.

On basis of the above, the following litigation involving our Group Companies have been disclosed: (i) outstanding
litigation above the materiality threshold or any other outstanding litigation involving such Group Company whose
outcome could have a material and adverse effect on our Company’s consolidated results of operations or financial
position; (ii) outstanding criminal proceeding; (iii) actions taken by statutory or regulatory authorities; (iv)
outstanding litigation involving taxation matters; and (v) other pending litigation in a consolidated summary and
indicative manner.

A. Litigation involving Power Exchange India Limited

Litigation filed against PXIL

Actions by regulatory / statutory authorities

1. SEBI (erstwhile Forward Market Commission (“FMC”)) issued a show cause notice (the “Notice”) in October, 2009
to Rupa Devi Singh, the former managing director of PXIL in relation to launching term ahead electricity deliverable
contracts (the “Contracts”) on PXIL platform without complying with the provisions of the Forward Contract
(Regulation) Act, 1952 (“FCRA”). PXIL had intimated FMC that the Contracts were commenced on the PXIL
platform pursuant to receipt of necessary approval from the Central Electricity Regulatory Commission, being the
regulatory body for power market. However, upon receipt of the Notice, PXIL immediately withdrew the Contracts.
FMC alleged that the Contracts, being in the nature of forward contracts, fall within its jurisdiction and accordingly,
the provisions of the FCRA are required to be complied with. The matter is currently pending.

Other matters

There are no outstanding litigations involving PXIL exceeding ₹ 97.5 million.

Other matters involving PXIL are pending before various forums including the Supreme Court, the Bombay High
Court, the Central Electricity Regulatory Commission and the Maharashtra Electricity Regulatory Commission
including in relation to the jurisdiction of statutory authorities over futures and forward contracts in electricity and
permission to carry on the operations of web-based over the counter market under the provisions of the Electricity
Act. The matters are currently pending.

Litigation filed by PXIL

Other matters

There are no outstanding litigations involving PXIL exceeding ₹ 97.5 million.

Other matters involving PXIL are pending before various forums including the Supreme Court and the Maharashtra

460
 Electricity Regulatory Commission including in relation to the jurisdiction of statutory authorities over futures and
forward contracts in electricity and permission to commence and operate intra-State power market in the State of
Maharashtra.

B. Litigation involving Computer Age Management Services Private Limited

Litigation filed against Computer Age

Criminal matters

1. The centre head of Computer Age (the “Accused”) has filed a revision petition dated July 29, 2016 before the
District Judge, Chattisgarh in relation to revision of admission of criminal complaint filed by Gaya Prasad (the
“Complainant”). The Complainant has filed a criminal complaint dated August 8, 2016 before the Judicial
Magistrate, Chattisgarh (“Magistrate”) against the Accused and four officials of SBI Mutual Fund in relation to
offences committed under Sections 418, 420, 467, 468 and 34 of IPC alleging unauthorised redemption of
investments in SBI Mutual Fund for ₹ 0.5 million without the knowledge of the investor. The Magistrate initiated
prosecution proceedings against the Accused and others. Accordingly, the Accused had filed a revision petition
against the prosecution proceedings. The matter is currently pending.

Other matters

There are no outstanding litigations involving Computer Age exceeding ₹ 97.5 million.

Other matters involving Computer Age relate to consumer complaints pending before various district and state
consumer dispute redressal forums in relation to alleged deficiency of services. The matters are currently pending.

Litigation filed by Computer Age

Criminal matters

1. Computer Age (the “Complainant”) has filed an FIR dated April 27, 2016 before the Andheri Police Station,
Mumbai against Hamish (the “Accused”) in relation to the forgery done by the Accused by redeeming the
investments of the deceased investor under Sections 420, 465, 467, 468 and 34 of IPC. The matter is currently
pending.

Other matters

There are no outstanding litigations involving Computer Age exceeding ₹ 97.5 million.

Other matters involving Computer Age relate to, inter alia, arbitration proceeding for refund of security deposit and
damages from the licensor due to early termination on account of unauthorized construction, and defamation suit in
relation to publishing defamatory materials against Computer Age. The matters are currently pending.

C. Litigation involving NSDL e-Governance

Litigation filed against NSDL e-Governance

Other matters

There are no outstanding litigations involving NSDL e-Governance exceeding ₹ 97.5 million.

Other matters involving NSDL e-Governance relate to, inter alia, consumer complaints pending before various
district and state consumer dispute redressal forums in relation to alleged deficiency of services, civil matters in
relation to seeking release of the retirement benefits (gratuity and pension) and/or terminal benefits from the
government before the Central Administrative Tribunal. The matters are currently pending.

IV. Litigation involving our Directors

Disclosure of litigation involving our Directors: Our Board has approved that the outstanding litigation involving
our Directors which exceed an amount being lesser of 1% of the profit after tax and 1% of the net worth of our
Company, as per the restated financial statements of our Company (as at and for the Financial Year 2016), on a
consolidated basis would be considered material for our Directors. Accordingly, we have disclosed all material
outstanding litigation involving our Directors where (i) the aggregate amount involved exceeds ₹ 97.5 million (being
an amount which is less than 1% of the total consolidated net profit after tax and 1% of the consolidated net worth of
our Company as per the Restated Financial Information of our Company (as of and for the Financial Year 2016)
individually, (ii) the decision in one case is likely to affect the decision in similar cases, even though the amount

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 involved in that individual litigation may not exceed ₹ 97.5 million; and (iii) all other outstanding litigation which
may not meet the specific threshold and parameters as set out in (i) or (ii) above, but where an adverse outcome
would materially and adversely affect the business, operations or financial position or reputation of our Company.

On basis of the above, the following litigation involving our Directors have been disclosed: (i) outstanding litigation
above the materiality threshold or any other outstanding litigation involving such Director whose outcome could
have a material and adverse effect on our Company’s consolidated results of operations or financial position; (ii)
outstanding criminal proceeding; (iii) actions taken by statutory or regulatory authorities; (iv) outstanding litigation
involving taxation matters; and (v) other pending litigation in a consolidated summary and indicative manner.

A. Litigation filed against our Directors

Litigation filed against Ravi Narain

Criminal matters

1. Surendra Kumar Jain, on behalf of Rusoday, the then trading member of our Company, had filed a complaint dated
May 18, 2002 before the Chief Metropolitan Magistrate, Calcutta against our Company, one of our Subsidiaries,
NSCCL, Ravi Narain, J Ravichandran and others under Sections 406, 511 and 34 of the IPC alleging that the
properties entrusted by Rusoday in the form of security deposits, bank guarantees and shares have been dishonestly
disposed of by our Company and NSCCL in violation of the provisions of SCRA. For further details, see
“Outstanding Litigation and Material Developments - Litigation involving our Company- Litigation filed against our
Company- Criminal matters” on page 451.

2. Surendra Kumar Jain, on behalf of Rusoday Securities Limited, the then trading member of our Company had filed a
complaint in 2003 before the Metropolitan Magistrate, Calcutta against, inter alia, our Company, Ravi Narain, J
Ravichandran, Oriental Insurance Company Limited and others for criminal breach of trust and criminal conspiracy
under Sections 406 and 120B of the IPC. For further details, see “Outstanding Litigation and Material Developments
- Litigation involving our Company- Litigation filed against our Company- Criminal matters” on pages 450 and 451.

3. Elegant Industries Private Limited has filed a criminal revision application in January, 2008 before the Bombay High
Court in relation to the alleged criminal breach of trust and criminal conspiracy with respect to possession of
property by our Company, one of the Directors of our Company, Ravi Narain and others. For further details, see
“Outstanding Litigation and Material Developments - Litigation involving our Company- Litigation filed against our
Company- Criminal matters” on page 451.

Tax Proceedings:

We have disclosed claims relating to direct and indirect taxes involving our Company, Subsidiaries, Group
Companies and Directors, in a consolidated manner giving details of the number of cases and total amount involved
in such claims:

Nature of Case Number of Cases Amounts Involved (in ₹ million)

Company
Direct Tax* 31 503.8
Indirect Tax 4 397.5
Subsidiaries
Direct Tax 18 92.6
Indirect Tax 4 5.1
Group Companies
Direct Tax 13 95.4
Indirect Tax 8 792.5
Directors
Direct Tax Nil Nil
Indirect Tax Nil Nil
*As regards fringe benefit tax and securities transaction tax, although the number of cases is mentioned as nil but as
the time for filing appeal by the income tax department has not been expired, the contingent tax claim has been
considered.

V. Small scale undertakings or any other creditors

Company, in its ordinary course of business, has outstanding dues aggregating to ₹ 1,012.4 million as of September
30, 2016. Company owes the following amounts, whereby material dues to creditors are identified as each creditor
exceeding ₹ 8.1 million (being less than 1% of total dues owed by our Company to the small scale undertakings and

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 creditors as of September 30, 2016).

Particulars Number of Cases (₹ in million)

Dues to small scale undertakings 1 1.0
Material dues to creditors 23 718.7
Other dues to creditors 713 292.7
Total 737 1,012.4

The details pertaining to material dues to creditors are available on the website of our Company at
www.nseindia.com/global/content/investor_rel/nseil_disc_others.htm. It is clarified that such details available on our
website do not form a part of this Draft Red Herring Prospectus. Anyone placing reliance on any other source of
information, including our Company’s website, would be doing so at their own risk.

VI. Material Developments

For details of material developments since last balance sheet date, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on page 449.

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 GOVERNMENT AND OTHER APPROVALS

We have set out below an indicative list of material approvals obtained by our Company and our Subsidiaries. The indicative
approvals set out below are obtained by our Company and our Subsidiaries, as applicable, for the purposes of undertaking
their respective business. This also includes certain approvals issued by SEBI to stock exchanges by way of circulars. In view
of these approvals, our Company can undertake this Offer and our Company and its Subsidiaries can undertake their
respective current business activities. We have disclosed below pending approvals which have been applied for by our
Company and our Subsidiaries and approvals that are required but not obtained.

I. Approval for the Offer

For the approvals and authorisations obtained by our Company in relation to the Offer, see “Other Regulatory and
Statutory Disclosures – Authority for the Offer” on page 470.

II. Incorporation details of our Company

1. Certificate of incorporation dated November 27, 1992 issued by the RoC to our Company.

2. Certificate for commencement of business dated March 2, 1993 issued by the RoC to our Company.

III. Business related approvals obtained by our Company

Our Company requires various approvals to carry on its business in India. Our Company has received the following
significant approvals pertaining to its business:

(a) Regulatory approvals

A. Recognition approval

1. SEBI approval dated April 17, 2008 for renewal of recognition as a stock exchange on a
permanent basis under Section 3 of the SCRA with effect from April 26, 2008. Prior to
this, our Company was granted recognition as a stock exchange on April 26, 1993, which
was subsequently renewed with effect from April 26, 1998 and April 23, 2003, each time
for a period of five years.

B. Listing approval

1. SEBI approval dated November 21, 2016 permitting listing of the Equity Shares on a
recognised stock exchange, in terms of Regulation 45(1)(c) of the SECC Regulations.

C. Segment related approvals

Approvals obtained by our Company

i. Debt Segment

1. SEBI approval for introduction and maintenance of corporate bond market-

reporting platform, pursuant to the SEBI circular dated March 1, 2007.

2. SEBI approval for maintaining corporate bond market-trading platform, pursuant

to the SEBI circular dated April 13, 2007.

3. SEBI approval for clearing and settlement of trades in corporate bonds through
clearing corporations, pursuant to the SEBI circular dated October 16, 2009.

Approvals obtained by our Company and NSCCL

While the approvals mentioned below were applied for in relation to our Company and NSCCL,
our wholly-owned Subsidiary, a majority of these approvals have been received in the name of our
Company.

ii. Futures and Options Segment

1. SEBI approval dated April 19, 2000 for launching Futures Contracts on S&P
CNX Nifty Index.

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 2. SEBI approval dated May 25, 2000 for introduction of Futures & Options
segment.

3. SEBI approval dated February 1, 2001 for launching European style, cash settled
option contract on S&P CNX Nifty Index.

4. SEBI approval dated June 28, 2001 for launching American style individual
stock option contract on 31 stocks.

5. SEBI approval dated November 7, 2001 for introduction of single stock Futures
contracts on 31 stocks.

6. SEBI approval dated March 5, 2004 for introduction of interest rate derivatives
contracts on a notional bond priced off a basket of government securities on the
Futures & Options segment of our Company.

7. SEBI approval dated May 17, 2005 for introduction of European style, cash
settled options contracts and cash settled futures contracts on CNX Bank Index.

8. SEBI approval dated September 5, 2007 to launch Futures & Options contracts
on ‘Nifty Midcap 50’ Index.

9. SEBI approval dated February 8, 2008 for introduction of long term Options
Contracts on S&P CNX Nifty Index.

10. SEBI approval dated August 26, 2008 for setting up of exchange traded
Currency Derivatives segment (currency futures).

11. RBI approval dated August 27, 2008 to undertake activities relating to trading of
currency futures contracts.

12. RBI approval dated October 26, 2010 to undertake activities in relation to
trading of currency options contracts.

13. SEBI approval dated March 18, 2011 to launch Futures & Options contracts on
CNX PSE Index.

14. SEBI approval dated May 16, 2011 for introduction of Futures contracts on Dow
Jones Industrial Average and S&P 500 indices.

15. SEBI approval dated August 10, 2011 for introduction of options contracts on
S&P 500 Index.

16. SEBI approval dated March 7, 2012 for introduction of Futures and options
contracts on FTSE l00 Index.

17. SEBI approval dated January 20, 2014 for introduction of Futures contracts on
India VIX.

18. SEBI approval dated April 27, 2016 for introduction of weekly derivatives on
Nifty Bank Index.

19. SEBI approval dated December 9, 2016 for introduction of Futures and options
contracts on Nifty CPSE Index.

iii. Currency derivatives segment

1. SEBI approval dated January 29, 2010 for introduction of currency Futures on
Euro-INR, Pound Sterling-INR and Japanese Yen-INR.

2. SEBI approval dated October 11, 2010 for introduction of options on USD-INR
Spot Rate, an exchange traded currency option.

3. SEBI approval dated May 10, 2011 for introduction of Futures contracts on 91-
day GoI Treasury bill in Currency Derivative segment.

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 4. SEBI approval dated January 9, 2014 for introduction of cash settled interest rate
Futures contracts on 10-year GoI security.

5. SEBI approval dated July 28, 2015 for introduction of cash settled interest rate
Futures contracts on 6-year and 13- year GoI security.

D. Platforms related approvals

Approvals obtained by our Company

1. SEBI approval dated October 14, 2011 for setting up SME platform.

2. SEBI approval for listing of specified securities of SME on the institutional trading
platform in a SME Exchange without making an IPO, pursuant to the SEBI circular dated
October 24, 2013.

3. Letter dated March 22, 2016 issued by SEBI indicating its no objection to our Company
acting as a receiving office for sovereign gold bonds schemes.

4. SEBI approval dated June 20, 2016 for registration as an electronic book provider for
issuance of debt securities on a private placement basis.

Approvals obtained by our Company and NSCCL

1. SEBI approval for allowing the offer of sale of shares by promoters through the stock
exchange mechanism, pursuant to the SEBI circular dated February 1, 2012.

E. Mutual Funds related approvals

Approvals obtained by our Company and NSCCL

1. SEBI approval for facilitating transactions in mutual fund schemes for trading members
through the stock exchange infrastructure, pursuant to the SEBI circular dated November
13, 2009.

2. SEBI approval for facilitating transactions in mutual fund schemes for clearing members
through the stock exchange infrastructure, pursuant to the SEBI circular dated November
9, 2010.

3. SEBI approval for allowing mutual fund distributers to use recognised stock exchanges’
infrastructure to purchase and redeem mutual fund units directly from mutual fund/ asset
management companies on behalf of their clients, pursuant to the SEBI circular dated
October 4, 2013.

F. Others

1. SEBI approval dated April 27, 2016 for introduction of market making in corporate
bonds.

(b) Other Approvals

1. Our Company has obtained various tax related approvals including, permanent account number,
service tax registration issued by the Central Board of Excise and Customs.

2. Our Company has obtained shops and establishments certificates and other labour related
approvals under relevant state legislations, which may be subject to periodic renewals, as per
applicable law.

Certain records of our regulatory approvals, including key approvals received from SEBI in relation to exchange
traded interest rate futures segment, NIFTY IT and NIFTY Infrastructure futures and options segment are not
traceable. For further details, see “Risk Factors - Some of the records of our regulatory approvals are not traceable”
on page 40.

Pending approvals of our Company

Our Company and NSCCL are involved in the introduction of new products from time to time. Accordingly, our

466
 Company and NSCCL file applications with the SEBI and/ or the RBI for introduction of such new products. As of
the date of this Draft Red Herring Prospectus, our Company and NSCCL have, individually and jointly, filed
applications with SEBI for obtaining approvals for introduction of various products, including in relation to
introduction of futures and options on certain indices and segments. Such applications are pending receipt of
approval from SEBI. Accordingly, our Company and NSCCL shall launch these products and introduce the
segments upon receipt of requisite approvals from SEBI.

In addition to the above, as regards, incorporation of NSE IFSC Limited, our Company has filed an application dated
October 25, 2016 filed by our Company with SEBI for receiving an in-principle approval for setting up of stock
exchange in the International Financial Service Center in Gujarat International Finance Tech-City (GIFT) Special
Economic Zone.

IV. Approvals in relation to our Subsidiaries

1. NSCCL

A. Incorporation

1. Certificate of incorporation dated August 31, 1995 issued by the RoC.

2. Certificate of commencement of business dated September 19, 1995 issued by the RoC.

B. Recognition approval

1. Renewal of recognition dated September 30, 2016 to act as a clearing corporation issued
by SEBI under SECC Regulations for a period of one year commencing October 3, 2016
and valid until October 2, 2017.

2. Certificate of registration dated July 27, 2012 to act as a depository participant issued by
SEBI.

3. Renewal of registration dated June 20, 2016 to act as an approved intermediary under the
Securities Lending Scheme, 1997 issued by SEBI for a period of three years commencing
June 21, 2016 and valid until June 20, 2019.

C. Segment related approvals

1. For further details, see approvals in “Government and Other Approvals - Business
Related Approvals of our Company - Regulatory approvals - Segment related approval s-
Approvals obtained by our Company and NSCCL”.

D. Platforms related approvals

1. For further details, see the SEBI circular in “Government and Other Approvals - Business
Related Approvals of our Company - Regulatory approvals - Platforms related approvals -
Approvals obtained by our Company and NSCCL”.

E. Mutual Funds related approvals

1. For further details, see the SEBI circular in “Government and Other Approvals - Business Related
Approvals of our Company - Regulatory approvals - Mutual Funds related approvals - Approvals
obtained by our Company and NSCCL”.

Pending approvals of NSCCL

1. Application dated October 25, 2016 filed by NSCCL with SEBI for receiving an in-principal
approval for setting up of NSE IFSC Clearing Corporation in Gujarat International Finance Tech-
City (GIFT) Special Economic Zone.

2. NSE Strategic Investment Corporation Limited

1. Certificate of incorporation dated January 31, 2013 issued by the RoC.

2. Certificate for commencement of business dated February 12, 2013 issued by the RoC.

3. RBI approval dated December 2, 2015 to set up and operate trade receivables discounting system

467
 under the Payment and Settlement Systems Act, 2007.

3. India Index Services and Products Limited

1. Certificate of incorporation dated May 18, 1998 issued by the RoC.

2. Certificate for commencement of business dated July 14, 1998 issued by the RoC.

4. DotEx International Limited

1. Certificate of incorporation dated June 2, 2000 issued by the RoC.

2. Certificate for commencement of business dated July 4, 2000 issued by the RoC.

3. Certificate of registration dated February 28, 2012 to act as a KYC Registration Agency issued by
SEBI for a period of five years commencing February 28, 2012 and valid until February 27, 2017.

5. NSE Academy Limited

1. Certificate of incorporation as NSE Educational Facilities Limited dated March 12, 2016 issued by
the RoC.

2. Fresh certificate of incorporation dated May 17, 2016 issued by the MCA upon change of its name
from ‘NSE Educational Facilities Limited’ to ‘NSE Academy Limited’.

6. NSEIT Limited

1. Certificate of incorporation as NSE.IT Limited dated October 29, 1999 issued by the RoC.

2. Certificate for commencement of business dated November 5, 1999 issued by the RoC.

3. Fresh certificate of incorporation dated March 10, 2016 issued by the MCA upon change of its
name from ‘NSE.IT Limited’ to ‘NSEIT Limited’.

7. NSEIT (US) Inc.

1. Certificate of formation as NSE.IT (US) Inc. dated December 4, 2006 issued by the Secretary of
State.

2. Certificate for filing dated April 29, 2016 issued by the Secretary of State upon change of its name
from ‘NSE.IT (US) Inc.’ to ‘NSEIT (US) Inc.’.

8. NSE Infotech Services Limited

1. Certificate of incorporation dated August 2, 2006 issued by the RoC.

2. Certificate for commencement of business dated August 17, 2006 issued by the RoC.

9. NSE IFSC Limited

1. Certificate of incorporation dated November 29, 2016 issued by the Registrar of Companies,
Gujarat situated at Ahmedabad.

2. Approval dated December 23, 2016 issued by Development Commissioner, Kandla Special
Economic Zone for setting up of IFSC Exchange in Gujarat International Finance Tech-City
(GIFT) multi services Special Economic Zone. The approval is valid for a period of one year from
the date of issue, within which the project is to be commenced, and is valid for a period of five
years from the date of commencement of business or operation. The approval is subject to all
required approvals/permissions of SEBI, as required under the relevant IFSC guidelines and
regulations.

10. NSE IFSC Clearing Corporation Limited

1. Certificate of incorporation dated December 2, 2016 issued by the Registrar of Companies, Gujarat
situated at Ahmedabad.

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2. Approval dated December 23, 2016 issued by Development Commissioner, Kandla Special
Economic Zone for setting up of IFSC Exchange in Gujarat International Finance Tech-City
(GIFT) multi services Special Economic Zone. The approval is valid for a period of one year from
the date of issue, within which the project is to be commenced, and is valid for a period of five
years from the date of commencement of business/operation. The approval is subject to all
required approvals/permissions of SEBI, as required under the relevant IFSC guidelines and
regulations.

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 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

SEBI, through its letter dated November 21, 2016, has granted its approval for listing of the Equity Shares on a recognised
stock exchange subject to compliance with all the applicable provisions of the SECC Regulations, the SEBI circular no.
CIR/MRD/DSA/ 01/2016 dated January 1, 2016 and SEBI circular no. SEBI/HO/MRD/DSA/CIR/P/2016/30 dated January
22, 2016.

Our Board of Directors and our Shareholders have approved the Offer pursuant to the resolutions dated October 4, 2016 and
November 10, 2016, respectively.

The Selling Shareholders have approved their participation in the Offer pursuant to the Selling Shareholders’ Consent Letters.

The Selling Shareholders have confirmed that the Equity Shares proposed to be offered and sold by them are free from any
lien, charge, encumbrance or contractual transfer restrictions. Further, the Selling Shareholders, severally and not jointly,
specifically confirm that the portion of the Equity Shares Offered by each of the Selling Shareholders are eligible for the
Offer in accordance with the SEBI ICDR Regulations. The Selling Shareholders have also confirmed that they are the legal
and beneficial owners of the Equity Shares being offered under the Offer.

Our Company, through its application dated November 21, 2016, had sought an approval from the RBI to operate and
maintain a share escrow account with a SEBI authorised depository participant for the deposit of the Equity Shares offered by
the Selling Shareholders for a period beyond six months until (i) the termination of the Share Escrow Agreement on account
of an event of failure or (ii) until such time that the Equity Shares held by the Selling Shareholders (Non-Residents), are
Allotted to successful Bidders (including Non-Residents) or returned to the Selling Shareholders (including Non-Residents)
to the extent such Equity Shares remain unsold in the Offer. The RBI, through its letter dated December 21, 2016, informed
us that indefinite permission for extension of escrow account is not provided under FEMA and advised us to approach the
RBI again for an extension beyond six months on the expiry of initial six months of the opening of the share escrow account.

Our Company has received an in – principle approval from the Stock Exchange for listing of Equity Shares, pursuant to letter
dated [●].

Prohibition by SEBI or other Governmental Authorities

Our Company, our Directors and our Group Companies are not prohibited or debarred from accessing or operating in capital
markets or restrained from buying, selling or dealing in securities for any reasons by SEBI or any other authorities.

Each of the Selling Shareholders specifically confirm that it is not prohibited or debarred from accessing the capital markets
or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other
authorities.

The companies, with which our Directors are or were associated as promoter, directors or persons in control are not
prohibited or debarred from accessing capital markets under any order or direction passed by SEBI or any other regulatory
authority.

Our Directors are associated with the securities market in their capacity as Directors on our Board. Further, Ravi Narain and
Anshula Kant are associated with the securities market in their capacity as directors on companies operating in the securities
market and T.V. Mohandas Pai is associated with the securities market in his capacity as a partner in an alternative
investment fund registered with SEBI.

Prohibition with respect to Wilful Defaulters

Neither our Company, nor our Directors, Group Companies, or the Selling Shareholders have been identified as Wilful
Defaulters.

Eligibility for the Offer

Our Company is eligible for the Offer in accordance with the Regulation 26(1) of the SEBI ICDR Regulations as explained
below:

 Our Company has had net tangible assets of at least ₹ 30 million in each of the preceding three full years (of 12
months each). As the Offer is being made entirely through an offer for sale, the limit of not more than 50% of net
tangible assets being monetary assets, is not applicable;

 Our Company has a minimum average pre-tax operating profit of ₹ 150 million calculated on a restated consolidated

470
 basis, during the three most profitable years out of the immediately preceding five years;

 Our Company has a net worth of at least ₹ 10 million in each of the preceding three full years (of 12 months each);

 The aggregate size of the proposed Offer and all previous issues made in the same financial year is not expected to
exceed five times the pre-Offer net worth as per the audited balance sheet of our Company for the year ended March
31, 2016; and

 Our Company has not changed its name within the last one year.

Our Company’s pre-tax operating profit, as restated, net worth and net tangible assets derived from the Restated Financial
Information included in this Draft Red Herring Prospectus as at, and for the last five years ended March 31 are set forth
below:

(In ₹ million, unless otherwise stated)

Particulars Financial Year Financial Year Financial Year Financial Year Financial Year
ended ended ended ended ended
March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013 March 31, 2012
Standal Consolid Standal Consolid Standal Consolid Standal Consolid Standal Consolid
one ated one ated one ated one ated one ated
Net tangible 56,550.2 67,311.3 52,871.8 63,108.3 48,904.0 60,349.2 43,870.5 56,739.3 38,886.4 52,116.8
assets
Pre-tax 5,575.2 9,994.8 5,083.8 9,222.2 4,693.3 5,902.1 2,873.7 5,086.0 5,186.1 8,415.1
Operating Profit
Net Worth 57,207.3 68,676.7 53,302.7 64,227.7 49,288.5 61,431.8 44,353.4 57,261.3 39,392.8 52,660.0
Notes:

i) “Net tangible assets” mean the sum of all net assets of the issuer, excluding intangible assets as defined in Accounting Standard 26
(AS 26) issued by the Institute of Chartered Accountants of India.

ii) ‘Pre – tax Operating Profits’ means operating profit as restated for change in accounting policy.

Further, in accordance with Regulation 26(4) of the SEBI ICDR Regulations, our Company shall ensure that the number of
prospective Allottees to whom the Equity Shares will be Allotted will be not less than 1,000 failing which the entire
application monies shall be refunded forthwith.

Our Company is in compliance with the conditions specified in Regulation 4(2) of the SEBI ICDR Regulations, to the extent
applicable.

DISCLAIMER CLAUSE OF SEBI

AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO SEBI. IT
IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS
TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN
CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE
FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO
BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE
DRAFT RED HERRING PROSPECTUS. THE JOINT GCBRLMS, CITIGROUP GLOBAL MARKETS INDIA
PRIVATE LIMITED, JM FINANCIAL INSTITUTIONAL SECURITIES LIMITED, KOTAK MAHINDRA
CAPITAL COMPANY LIMITED AND MORGAN STANLEY INDIA COMPANY PRIVATE LIMITED AND THE
BRLMS, HDFC BANK LIMITED, ICICI SECURITIES LIMITED, IDFC BANK LIMITED, IIFL HOLDINGS
LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING
PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE
AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS AND THE SELLING SHAREHOLDERS WILL
BE RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY
THEM IN THIS DRAFT RED HERRING PROSPECTUS IN RELATION TO ITSELF OR FOR THE EQUITY
SHARES OFFERED BY THEM BY WAY OF THE OFFER FOR SALE, THE MANAGERS ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE SELLING SHAREHOLDERS

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DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE,
THE MANAGERS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED DECEMBER 28,
2016 WHICH READS AS FOLLOWS:

WE, THE MANAGERS TO THE ABOVE MENTIONED FORTHCOMING OFFER, STATE AND CONFIRM AS
FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION

LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC.
AND OTHER MATERIAL DOCUMENTS IN CONNECTION WITH THE FINALISATION OF THE
DRAFT RED HERRING PROSPECTUS PERTAINING TO THE OFFER;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF
THE STATEMENTS CONCERNING THE OBJECTS OF THE OFFER, PRICE JUSTIFICATION AND
THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE COMPANY
AND THE SELLING SHAREHOLDERS, WE CONFIRM THAT:

(A) THE DRAFT RED HERRING PROSPECTUS FILED WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (“SEBI”) IS IN CONFORMITY WITH THE DOCUMENTS,
MATERIALS AND PAPERS RELEVANT TO THE OFFER;

(B) ALL THE LEGAL REQUIREMENTS RELATING TO THE OFFER AS ALSO THE
REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY SEBI, THE
CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF
HAVE BEEN DULY COMPLIED WITH; AND

(C) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR
AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION
AS TO THE INVESTMENT IN THE PROPOSED OFFER AND SUCH DISCLOSURES ARE IN
ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956 TO THE
EXTENT NOT REPLACED BY THE COMPANIES ACT, 2013, THE COMPANIES ACT, 2013, TO
THE EXTENT IN FORCE, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (“SEBI
ICDR REGULATIONS”) AND OTHER APPLICABLE LEGAL REQUIREMENTS

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT
RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH
REGISTRATIONS ARE VALID. COMPLIED WITH AND NOTED FOR COMPLIANCE

4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO

FULFIL THEIR UNDERWRITING COMMITMENTS. NOTED FOR COMPLIANCE

5. WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN OBTAINED FOR
INCLUSION OF THEIR EQUITY SHARES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT
TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO FORM PART OF PROMOTERS’
CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED/SOLD/TRANSFERRED BY THE
PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED
HERRING PROSPECTUS WITH THE SEBI TILL THE DATE OF COMMENCEMENT OF LOCK-IN
PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS. NOT APPLICABLE

6. WE CERTIFY THAT REGULATION 33 OF THE SEBI ICDR REGULATIONS, WHICH RELATES TO

EQUITY SHARES INELIGIBLE FOR COMPUTATION OF PROMOTER’S CONTRIBUTION, HAS
BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH
THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS. NOT
APPLICABLE

7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND (D) OF
SUB-REGULATION (2) OF REGULATION 8 OF THE SEBI ICDR REGULATIONS SHALL BE
COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT
PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE
OPENING OF THE OFFER. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT
SHALL BE DULY SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE
BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW

472
 ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE
COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC OFFER. NOT APPLICABLE

8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THE FUNDS
ARE BEING RAISED IN THE PRESENT OFFER FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN
THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE
COMPANY. NOT APPLICABLE

AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN
TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION. COMPLIED WITH

9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE
MONEYS RECEIVED PURSUANT TO THE OFFER ARE KEPT IN A SEPARATE BANK ACCOUNT AS
PER THE PROVISIONS OF SUB SECTION (3) OF SECTION 40 OF THE COMPANIES ACT, 2013 AND
THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS
OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE PROSPECTUS. WE
FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO
THE OFFER, THE COMPANY AND THE SELLING SHAREHOLDERS SPECIFICALLY CONTAINS
THIS CONDITION. NOTED FOR COMPLIANCE

10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING
PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN
DEMAT OR PHYSICAL MODE. NOT APPLICABLE. IN TERMS OF SECTION 29 OF THE
COMPANIES ACT, 2013, EQUITY SHARES TO BE TRANSFERRED IN THE OFFER ARE AND WILL
BE TRANSFERRED IN DEMATERIALIZED FORM ONLY

11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SEBI ICDR
REGULATIONS HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE
FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION.
COMPLIED WITH

12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT RED
HERRING PROSPECTUS: COMPLIED WITH

(A) AN UNDERTAKING FROM THE COMPANY THAT AT ANY GIVEN TIME, THERE SHALL BE
ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY; AND

(B) AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH SUCH
DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE SEBI FROM TIME TO TIME.

13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN

TERMS OF THE SEBI ICDR REGULATIONS WHILE MAKING THE OFFER. NOTED FOR
COMPLIANCE

14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN
EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OF THE
COMPANY, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS,
PROMOTER’S EXPERIENCE, ETC. COMPLIED WITH

15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE

APPLICABLE PROVISIONS OF THE SEBI ICDR REGULATIONS, CONTAINING DETAILS SUCH AS
THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE
DRAFT RED HERRING PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH
AND OUR COMMENTS, IF ANY. COMPLIED WITH

16. WE ENCLOSE A STATEMENT ON ‘PRICE INFORMATION OF PAST ISSUES HANDLED BY THE

MERCHANT BANKERS (WHO ARE RESPONSIBLE FOR PRICING THE OFFER)’, AS PER FORMAT
SPECIFIED BY THE SEBI THROUGH CIRCULAR. COMPLIED WITH

17. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN FROM
LEGITIMATE BUSINESS TRANSACTIONS. COMPLIED WITH TO THE EXTENT OF THE RELATED
PARTY TRANSACTIONS OF THE COMPANY, AS PER THE IND AS 24 AND INCLUDED IN THE
DRAFT RED HERRING PROSPECTUS AND AS CERTIFIED BY KHANDELWAL JAIN & CO.,
CHARTERED ACCOUNTANTS BY WAY OF CERTIFICATE DATED DECEMBER 23, 2016

473
18. WE CERTIFY THAT THE ENTITY IS ELIGIBLE UNDER 106Y (1)(A) OR (B) (AS THE CASE MAY BE)
TO LIST ON THE INSTITUTIONAL TRADING PLATFORM, UNDER CHAPTER XC OF THE SEBI
ICDR REGULATIONS (IF APPLICABLE) NOT APPLICABLE

The filing of this Draft Red Herring Prospectus does not, however, absolve our Company from any liabilities under Section
34 or Section 36 of the Companies Act, 2013 or from the requirement of obtaining such statutory or other clearances as may
be required for the purpose of the Offer. SEBI further reserves the right to take up, at any point of time, with the Managers
any irregularities or lapses in this Draft Red Herring Prospectus, the Red Herring Prospectus, and the Prospectus.

The filing of this Draft Red Herring Prospectus does not absolve the Selling Shareholders from any liabilities to the extent of
the statements made by them in respect of themselves and the Equity Shares offered by the Selling Shareholders, as part of
the offer for sale, under Section 34 or Section 36 of the Companies Act, 2013.

All legal requirements pertaining to the Offer will be complied with at the time of filing of the Red Herring Prospectus with
the RoC in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining to the Offer will be complied
with at the time of registration of the Prospectus with the RoC in terms of Sections 26, 30 and 32 of the Companies Act, 2013.

Caution - Disclaimer from our Company, the Selling Shareholders, the Managers

Our Company, our Directors, the Selling Shareholders and the Managers accept no responsibility for statements made
otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our
Company’s instance. Anyone placing reliance on any other source of information, including on our Company’s website
www.nseindia.com or the respective websites of our Group Companies, would be doing so at his or her own risk.

The Selling Shareholders, its directors, affiliates (other than our Company), associates and officers accept/ undertake no
responsibility for any statements made other than those made in relation to the Selling Shareholders and to the Equity Shares
offered by the Selling Shareholders, by way of the offer for sale.

The Managers accept no responsibility, save to the limited extent as provided in the Offer Agreement and the Underwriting
Agreement to be entered into between the Underwriters, the Selling Shareholders and our Company.

All information shall be made available by our Company, the Selling Shareholders and the Managers to the public and
investors at large and no selective or additional information would be available for a section of the investors in any manner
whatsoever, including at road show presentations, in research or sales reports, at Bidding Centres or elsewhere.

None among our Company, the Selling Shareholders or any member of the Syndicate is liable for any failure in uploading the
Bids due to faults in any software/ hardware system or otherwise.

Each Bidder will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders,
Underwriters and their respective directors, officers, agents, affiliates, and representatives that they are eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge, or
transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and
approvals to acquire the Equity Shares. Our Company, the Selling Shareholders, Underwriters and their respective directors,
officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor on whether such
investor is eligible to acquire the Equity Shares.

The Managers and their respective associates and affiliates may engage in transactions with, and perform services for, our
Company, the Selling Shareholders and their respective group companies, affiliates or associates or third parties in the
ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment banking
transactions with or become customers to our Company, the Selling Shareholders and their respective group companies,
affiliates or associates or third parties, for which they have received, and may in the future receive, compensation. As used
herein, the term ‘affiliate’ means any person or entity that controls or is controlled by or is under common control with
another person or entity.

474
Price information of past issues handled by the Managers

A. Citigroup Global Markets India Private Limited

Table 1: Price information of past issues handled

Sr. Issue Name Issue size Issue price Listing date Opening +/- % change in closing price, [+/- +/- % change in closing price, [+/- +/- % change in closing price, [+/-
No. (in ₹ Cr) (₹ ) price on % change in closing benchmark]- % change in closing benchmark]- % change in closing benchmark]-
listing date 30th calendar days from listing 90th calendar days from listing 180th calendar days from listing

1. UFO Moviez 600.00 625.00 May 14, 2015 600.00 (-)11.68% (-) 3.18% (-) 18.27%
India Ltd.
[(-)2.93 %] [+2.90%] [(-)3.76%]

2. Coffee Day 1,150.00 328.00 November 2, 317.00 (-) 21.42% (-) 19.73% (-) 20.98%
Enterprise 2015
Limited [(-)1.19%] [(-)6.05%] [(-)2.50%]

3. InterGlobe 3,008.50 765.00 November 10, 855.80 +32.39% +9.41% +40.59%

Aviation 2015
Limited [(-)2.20%] [(-)3.78%] [(-)0.64%]

4. Dr. Lal Pathlabs 631.91 550.00 December 23, 720.00 +32.54% +66.95% +63.13%
Limited 2015
[(-)7.49%] [(-)2.06%] [(+)3.87%]

5. Mahanagar Gas 1,038.88 421.00 July 1, 2016 540.00 +20.86% +57.15% +83.71%
Ltd. (3)
[+3.72%] [+5.00%] [(-) 3.55%]

6. L&T Infotech 1,236.38 710.00 July 21, 2016 667.00 (-) 6.39% (-) 12.44% N/A
Ltd
[+1.84%] [+1.97%]

7. + 27.07% + 56.98% N/A

RBL Bank
1,212.97 225.00 August 31, 2016 274.20
Limited
[(-) 2.22%] [(-) 7.50%]

8. October 19, + 16.06% NA NA

Endurance 1,161.74 472.00 572.00
2016
Technologies

475
 Sr. Issue Name Issue size Issue price Listing date Opening +/- % change in closing price, [+/- +/- % change in closing price, [+/- +/- % change in closing price, [+/-
No. (in ₹ Cr) (₹ ) price on % change in closing benchmark]- % change in closing benchmark]- % change in closing benchmark]-
listing date 30th calendar days from listing 90th calendar days from listing 180th calendar days from listing

Limited [(-) 6.69%]

9. Laurus Labs December 19, NA NA NA

1,330.51 428.00 489.90
Limited 2016

Source: www.nseindia.com

Notes:
1. Nifty is considered as the benchmark index.
2. In case 30th/ 90th/180th day is not a trading day, closing price on the NSE of a trading day immediately prior to the 30th/ 90th/180th day, is considered
3. Since the listing date of L&T Infotech Ltd. was July 21, 2016, information relating to closing prices and benchmark index as on 180th calendar day from listing date is not available
4. Since the listing date of RBL Bank Limited. was August 31, 2016, information relating to closing prices and benchmark index as on 180th calendar day from listing date is not available
5. Since the listing date of Endurance Technologies Limited. was October 19, 2016, information relating to closing prices and benchmark index as on 90th / 180th calendar day from listing date is not
available
6. Since the listing date of Laurus Labs Limited. was December 19, 2016, information relating to closing prices and benchmark index as on 30th / 90th / 180th calendar day from listing date is not
available

Table 2: Summary statement of disclosure

Fiscal Total No. Total Funds No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount No. of IPOs trading at premium -
Year of IPOs Raised (₹in cr.) 30th calendar days from listing 30th calendar days from listing - 180th calendar days from 180th calendar days from listing
listing
Over Between Less than Over Between Less Over Between Less Over Between Less than
50% 25-50% 25% 50% 25-50% than 50% 25-50% than 50% 25-50% 25%
25% 25%
2016-17 5 5,980.48 - - 1 - 1 2 - - - 1 - -

2015-16 4 5,390.41 - - 2 - 2 - - - 2 1 1 -

2015 - - - - - - - - - - - - - -

Notes:

1. Since the listing date of L&T Infotech Ltd. was July 21, 2016, information relating to closing prices and benchmark index as on 180th calendar day from listing date is not available
2. Since the listing date of RBL Bank Limited. was August 31, 2016, information relating to closing prices and benchmark index as on 180th calendar day from listing date is not available
3. Since the listing date of Endurance Technologies Limited. was October 19, 2016, information relating to closing prices and benchmark index as on 180th calendar day from listing date is not available
4. Since the listing date of Laurus Labs Limited. was December 19, 2016, information relating to closing prices and benchmark index as on 30th / 180th calendar day from listing date is not available

B. JM Financial Institutional Securities Limited

476
Table 1: Price information of past issues handled

Sr. Issue Name Issue Size Issue Listing Opening +/- % change in closing price(3), +/- % change in closing price(3), [+/- +/- % change in closing price(3), [+/-
No. ( in Mn.) Price ( ) Date Price on [+/- % change in closing % cha2nge in closing benchmark](4) % change in closing benchmark](4)
Listing Date benchmark](4) - 30th calendar days - 90th calendar days from listing - 180th calendar days from listing
( )(2) from listing

1 PNB Housing 30,000.00 775.00 November 860.00 +11.70%[-4.16%] NA NA

Finance Limited 7, 2016

2 ICICI Prudential 60,567.91 334.00 September 330.00 -7.60%[+0.54%] -11.54%[-6.50%] NA

Life Insurance 29, 2016
Company Limited

3 L&T Technology 8,944.00 860.00 September 920.00 -0.85%[-1.57%] -8.54%[-8.72%] NA

Services Limited 23, 2016

4 Dilip Buildcon 6,539.80 219.00 August 11, 240.00 +5.11%[+3.20%] +1.53%[-0.57%] NA

Limited 2016

5 Parag Milk Foods 7,505.40 215.00(1) May 19, 217.50 +17.07%[+4.97%] +48.67%[+11.04%] +38.93%[+6.59%]
Limited 2016

6 Thyrocare 4,792.10 446.00 May 9, 665.00 +36.85% [+5.09%] +23.48%[+10.39%] +39.09%[+7.22%]

Technologies 2016
Limited

7 S H Kelkar and 5,081.70 180.00 November 223.70 +21.69% [-1.35%] +20.78% [-10.58%] +24.97%[+0.11%]
Company Limited 16, 2015

Source: www.nseindia.com; for price information and prospectus/ basis of allotment for issue details

Notes:

1. Issue Price for Anchor Investors was 227 per Equity Share and a discount of 12 per Equity Share had been offered to Eligible Employees and Retail Individual Bidders

2. Opening Price information as disclosed on the website of NSE

3. Change in closing price over the issue/offer price as disclosed on. NSE

4. Change in closing price over the closing price as on the listing date for benchmark index viz. NIFTY 50

5. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.

6. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken as listing date
plus 179 calendar days.

477
 Table 2: Summary statement of disclosure

Financial Total Total amount No. of IPOs trading at discount No. of IPOs trading at premium - 30th No. of IPOs trading at discount - 180th No. of IPOs trading at premium - 180th
Year no. of of funds raised - 30th calendar days from calendar days from listing calendar days from listing calendar days from listing
IPOs ( in Mn.) listing
Over Between Less Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
50% 25-50% than 25-50% 25% 25-50% 25% 25-50% 25%
25%
2016-2017 6 118,349.21 - - 2 - 1 3 - - - - 2 -

2015-2016 1 5,081.70 - - - - 1 - - - - - - 1
2014-2015 - - - - - - - - - - - - - -
Source: www.nseindia.com

C. Kotak Mahindra Capital Company Limited

Table 1: Price information of past issues handled

Sr. Issue Name Issue Size Issue Listing Date Opening Price +/- % change in +/- % change in closing price, +/- % change in closing
No. (` Cr.) Price (`) on Listing closing price, [+/- % [+/- % change in closing price, [+/- % change in
Date (Rs.) change in closing benchmark]- 90th calendar closing benchmark]- 180th
benchmark]- 30th days from listing calendar days from listing
calendar days from
listing
1. Laurus Labs Limited(1) 1,330.51 428 19-Dec-16 489.90 - - -

2. Varun Beverages Limited 1,112.50 445 8-Nov-16 430.00 -7.72%[-5.17%] - -

3. PNB Housing Finance Limited(2) 3,000.00 775 7-Nov-16 860.00 +11.70%[-4.16%] - -

4. L&T Technology Services Limited 894.40 860 23-Sep-16 920.00 -0.85%[-1.57%] -8.54%[-8.72%] -

5. RBL Bank Limited 1,212.97 225 31-Aug-16 274.20 +27.07%[-2.22%] +56.98%[-7.50%] -

6. Larsen & Toubro Infotech Limited(3) 1,236.38 710 21-Jul-16 667.00 -6.39%[+1.84%] -12.44%[+1.97%] -

7. Mahanagar Gas Limited(4) 1,038.88 421 1-Jul-16 540.00 +20.86%[+3.72%] +57.15%[+5.00%] +83.71%[-3.55%]

8. Parag Milk Foods Limited(5) 750.54 215 19-May-16 217.50 +17.07%[+4.97%] +48.67%[+11.04%] +38.93%[+6.59%]

9. Ujjivan Financial Services Limited 882.50 210 10-May-16 231.90 +72.38%[+4.88%] +120.90%[+10.08%] +98.31%[+6.92%]

478
 Sr. Issue Name Issue Size Issue Listing Date Opening Price +/- % change in +/- % change in closing price, +/- % change in closing
No. (` Cr.) Price (`) on Listing closing price, [+/- % [+/- % change in closing price, [+/- % change in
Date (Rs.) change in closing benchmark]- 90th calendar closing benchmark]- 180th
benchmark]- 30th days from listing calendar days from listing
calendar days from
listing
10.Healthcare Global Enterprises Limited 649.64 218 30-Mar-16 210.20 -15.32%[+1.45%] -19.98%[+4.65%] -1.31%[+14.17%]

11.Dr. Lal PathLabs Limited(6) 631.91 550 23-Dec-15 720.00 +32.54%[-7.49%] +66.95% [-2.06%] +63.13% [+3.87%]

12.S H Kelkar and Company Limited 508.17 180 16-Nov-15 223.70 +21.69%[-1.35%] +20.78%[-10.58%] +24.97% [+0.11%]

13.Interglobe Aviation Limited(7) 3,008.50 765 10-Nov-15 855.80 +32.39%[-2.20%] +9.41%[-3.78%] +40.59% [-0.64%]

14.Coffee Day Enterprises Limited 1,150.00 328 2-Nov-15 317.00 -21.42%[-1.19%] -19.73%[-6.05%] -20.98% [-2.50%]

15.Sadbhav Infrastructure Project Limited 491.66 103 16-Sep-15 111.00 -2.28% [+3.55%] -5.63%[-3.15%] -12.67% [-4.92%]

16.Power Mech Projects Limited 273.22 640 26-Aug-15 600.00 -9.36% [+0.98%] -4.63%[+0.74%] -10.65% [-7.15%]

17.Manpasand Beverages Limited 400.00 320 9-Jul-15 300.00 +23.20% [+2.83%] +36.53% [-2.11%] +58.34% [-6.45%]

18.Adlabs Entertainment Limited(8) 374.59 180 6-Apr-15 162.20 -18.36% [-3.87%] -12.08% [-2.02%] -38.39% [-8.19%]

19.Ortel Communications Limited 173.65 181 19-Mar-15 160.05 -3.67% [-0.33%] -5.91% [-6.80%] +12.21% [-8.83%]

Source: www.nseindia.com

Notes:
1. In Laurus Labs Limited, the issue price to employees was ` 388 per equity share after a discount of ` 40 per equity share. The Anchor Investor Issue price was ` 428 per
equity share.
2. In PNB Housing Finance Limited, the issue price to employees was ` 700 per equity share after a discount of ` 75 per equity share. The Anchor Investor Issue price was ` 775
per equity share.
3. In Larsen & Toubro Infotech Limited , the issue price to retail individual investor was ` 700 per equity share after a discount of ` 10 per equity share. The Anchor Investor
Issue price was ` 710 per equity share.
4. In Mahanagar Gas Limited, the issue price to employees was ` 383 per equity share after a discount of ` 38 per equity share. The Anchor Investor Issue price was ` 421 per
equity share.
5. In Parag Milk Foods Limited , the issue price to retail individual investor and employees was ` 203 per equity share after a discount of ` 12 per equity share. The Anchor
Investor Issue price was ` 227 per equity share.
6. In Dr. Lal PathLabs Limited, the issue price to retail individual investor was ` 535 per equity share after a discount of ` 15 per equity share. The Anchor Investor Issue price
was ` 550 per equity share.

479
 7. In Interglobe Aviation Limited, the issue price to employees was ` 688.50 per equity share after a discount of ` 76.5 per equity share. The Anchor Investor Issue price was `
765 per equity share.
8. In Adlabs Entertainment Limited, the issue price to retail individual investor was ` 168 per equity share after a discount of ` 12 per equity share. The Anchor Investor Issue
price was ` 221 per equity share.
9. In the event any day falls on a holiday, the price/index of the immediately preceding working day has been considered.
10. Nifty is considered as the benchmark index.
Table 2: Summary statement of disclosure

Financial Total Total amount No. of IPOs trading at discount - 30th No. of IPOs trading at premium No. of IPOs trading at No. of IPOs trading at
Year no. of of funds raised calendar days from listing - 30th calendar days from listing discount - 180th calendar premium - 180th calendar
IPOs (Rs. Cr.) days from listing days from listing

Over Between Less Over Between Less Over Between Less Over Between Less
50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than
25% 25% 25% 25%
2016- 9 11,458.67 - - 3 1 1 3 - - - 2 1 -
2017*
2015-2016 9 7,487.69 - - 5 - 2 2 - 1 4 2 1 1

2014-2015 1 173.65 - - 1 - - - - - - - - 1

*The information is as on the date of this Draft Red Herring Prospectus

D. Morgan Stanley India Company Private Limited

Table 1: Price information of past issues handled

Serial Issue Name Issue Size Issue Listing Opening % Change in closing price, (% % Change in closing price, (% % Change in closing
Number (` Mn.) Price Date Price on change in closing benchmark) - change in closing benchmark) - price, (% change in
(`) Listing Date 30th calendar day from listing 90th calendar day from listing (2) closing benchmark) -
(2) (3) (4) (3) (5)
180th calendar day from
listing (2) (3) (6)
1. PNB Housing 30,000 775.00 November 7, 897.00 11.7%(-3.4%) - -
Finance 2016
Limited (6)
2. RBL Bank 12,130 225.00 August 31, 274.20 27.1% (-1.8%) 57.0% (-7.1%) -
Limited 2016
3. InterGlobe 30,090 765.00 November 10, 855.80 32.4% (-3.8%) 7.8% (-6.7%) 40.8% (-0.6%)
Aviation 2015
Limited (7)

480
 Serial Issue Name Issue Size Issue Listing Opening % Change in closing price, (% % Change in closing price, (% % Change in closing
Number (` Mn.) Price Date Price on change in closing benchmark) - change in closing benchmark) - price, (% change in
(`) Listing Date 30th calendar day from listing 90th calendar day from listing (2) closing benchmark) -
(2) (3) (4) (3) (5)
180th calendar day from
listing (2) (3) (6)
4. Coffee Day 11,500 328.00 November 2, 317.00 -21.4% (-1.4%) -20.8% (-6.3%) - 21.0% (-2.7%)
Enterprises 2015
Limited
Source: www.nseindia.com; for price information and prospectus/ basis of allotment for issue details.

Notes:

1. Benchmark index considered is NIFTY50

2. Issue Size is as per the prospectus filed with SEBI with the figures rounded off to the nearest decimal point
3. If the 30th/90th/180th day falls on a trading holiday then pricing information on the immediate next trading day has been considered
4. Pricing Performance for the company is calculated as per the final offer price
5. Pricing Performance for the benchmark index is calculated as per the close on the day prior to the listing date
6. A discount of INR 75.0 was offered to employee investors.
7. A discount of INR 76.5 was offered to employee investors.

Table 2: Summary statement of disclosure

Financial Total Total Number of IPOs trading at Number of IPOs trading at Number of IPOs trading at Number of IPOs trading at
Year number amount of funds discount - 30th calendar day premium - 30th calendar day discount - 180th calendar day premium - 180th calendar day
of IPOs(1) raised (` Mn.) from listing from listing from listing from listing
Over Between Less Over Between Less Over Between Less Over Between Less
50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than
25% 25% 25% 25%
2016-2017 2 42,130 - - - - 1 1 - - - - - -
2015-2016 2 41,590 - - 1 - 1 - - - 1 - 1 -
2014-2015 - - - - - - - - - - - - - -
Source: www.nseindia.com

E. HDFC Bank Limited

Table 1: Price information of past issues handled

481
 S. Issue name Issue size (₹ Issue price Listing date Opening price +/- % change in +/- % change in +/- % change in
million) (₹) on listing date closing price, [+/- closing price, [+/- closing price, [+/-
No.
% change in closing % change in closing % change in closing
benchmark] – 30th benchmark] – 90th benchmark] – 180th
calendar days from calendar days from calendar days from
listing listing listing
1. RBL Bank Limited 12,129.67 225 August 31, 2016 274.2 +27.07% [-2.22%] +56.98% [-7.50%] -
2. Precision Camshafts Limited 4,101.90 186 February 8, 2016 165.00 -14.57% [+1.33%] -20.32% [+6.48%] -20.11%[+17.54%]
3. Snowman Logistics Limited 1,974.00 47 September 12, 2014 76.00 +79.36% [-2.73%] +117.66% [+3.09%] +79.79% [+7.48%]
Source: www.nseindia.com for price information and prospectus for issue details

1. Opening price information as disclosed on the website of NSE

2. Change in closing price over the issue/offer price as disclosed on NSE
3. Change in closing price over the closing price as on the listing date for benchmark index i.e. NIFTY 50
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately after the trading holiday have been considered
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been
taken as listing date plus 179 calendar days

Table 2: Summary statement of disclosure

Total Total No. Of IPOs trading at discount No. Of IPOs trading at discount - No. Of IPOs trading at No. Of IPOs trading at
Financial no. of amount of 180th calendar days from listing premium - 30th calendar premium - 180th calendar
Year IPOs funds raised - 30th calendar days from listing days from listing days from listing
(₹ million)
Over Between Less than Over Between Less than Over Betwee Less Over Betwe Less
50% 25-50 % 25% 50% 25-50 % 25% 50% n 25- than 50% en 25- than
50 % 25% 50 % 25%

2016- 1 12,129.67 - - - - - - - 1 - - - -
2017*27,
2016
2015 – 2016 1 4,101.90 - - 1 - - 1 - - - - - -
2014 – 2015 1 1,974.00 - - - - - - 1 - - 1 - -
*The information is as on the date of this Draft Red Herring Prospectus.

F. ICICI Securities Limited

Table 1: Price information of past issues handled

482
S. Issue name Issue size (₹ Issue Listing date Opening price +/- % change in closing +/- % change in closing +/- % change in closing
No. million) price (₹) on listing date price, [+/- price, [+/- price, [+/-
% change in closing % change in closing % change in closing
benchmark] – 30th benchmark] – 90th benchmark] – 180th
calendar days from listing calendar days from listing calendar days from listing
1. Sheela Foam Limited 5,100.00 730.00 December 9, 988.00 - - -
2016
2. HPL Electric & Power 3,610.00 202.00 October 4, 190.00 -14.75%, [-2.91%] - -
Limited 2016
3. ICICI Prudential Life 60,567.91 334.00 September 330.00 -7.60%, [+0.54%] -11.54%,[-6.50%] -
Insurance Company 29, 2016
Limited
4. RBL Bank Limited 12,129.67 225.00 August 31, 274.20 +27.78%, [-2.22%] +56.98%, [-7.50%] -
2016
5. Advanced Enzyme 4,114.88 896.00 August 1, 1,210.00 +56.24%, [+1.24%] +148.91%, [-0.13%] -
(1)
Technologies Limited 2016
6. Larsen & Toubro 12,363.75 710.00 July 21, 667.00 -6.39%, [+1.84%] -12.44%, [+1.97%] -
(2)
Infotech Limited 2016
7. Quess Corp Limited 4,000.00 317.00 July 12, 500.00 +73.60%, [+0.64%] +94.59%, [+2.20%] -
2016
8. Ujjivan Financial 8,824.96 210.00 May 10, 231.90 +72.38%, [+4.88%] +115.38%, [+10.44%] +103.93%, [+7.72%]
Services Limited 2016
9. Thyrocare Technologies 4,792.14 446.00 May 9, 2016 665.00 +36.85%, [+5.09%] +22.57%, [+10.75%] +39.09%, [+7.22%]
Limited
10. Equitas Holdings 21,766.85 110.00 April 145.10 +34.64%, [-2.05%] +57.91%, [+7.79%] +63.77%, [+7.69%]
Limited 21,2016
11. Quick Heal 4,512.53 321.00 February 18, 305.00 -31.56%, [+5.74%] -20.05%, [+9.72%] -24.21%, [+20.17%]
Technologies Limited 2016
12. Teamlease Services 4,236.77 850.00 February 12, 860.00 +15.34%, [+7.99%] +5.38%, [+12.43%] +35.35%, [+24.31%]
Limited 2016
13. Sadbhav Infrastructure 4,916.57 103.00 September 111.00 -2.28%, [+3.55%] -5.63%, [-3.15%] -14.56%,[-4.56%]
Project Limited 16, 2015
14. Manpasand Beverages 4,000.00 320.00 July 9, 2015 300.00 +23.20%, [+2.83%] +36.53%, [-2.11%] +58.34%, [-6.45%]
Limited
15. PNC Infratech Limited 4,884.41 378.00 May 26, 387.00 +0.32%, [+0.26%] +14.66%, [-6.36%] +42.72%, [-5.88%]
2015
16. VRL Logistics Limited 4,678.78 205.00 April 30, 288.00 +50.90%, [+3.08%] +85.49%, [+1.90%] +100.90%, [+0.97%]
2015
17. Shemaroo Entertainment 1,200.00 170.00 October 1, 180.00 -5.74%, [+2.81%] -5.88%, [+3.79%] +5.85%, [+6.88%]
(3)
Limited 2014

483
 S. Issue name Issue size (₹ Issue Listing date Opening price +/- % change in closing +/- % change in closing +/- % change in closing
No. million) price (₹) on listing date price, [+/- price, [+/- price, [+/-
% change in closing % change in closing % change in closing
benchmark] – 30th benchmark] – 90th benchmark] – 180th
calendar days from listing calendar days from listing calendar days from listing
18. Wonderla Holidays 1,812.50 125.00 May 9, 2014 160.00 +72.92%, [+11.60%] +78.96%, [+11.86%] +162.32%, [+21.57%]
Limited
(1) Discount of ₹ 86 per equity share offered to Eligible Employees. All calculations are based on Issue Price of ₹896.00 per equity share.

(2) Discount of ₹ 10 per equity share offered to retail investors. All calculations are based on Issue Price of ₹710.00 per equity share.

(3) Discount of ₹ 17 per equity share offered to retail investors. All calculations are based on Issue Price of ₹170.00 per equity share.

Notes:

1. All data sourced from www.nseindia.com.

2. Benchmark index considered is NIFTY.

3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30 th, 90th, 180th calendar day is a holiday, in which case we have
considered the closing data of the next trading day.

Table 2: Summary statement of disclosure

Financial Total Total amount No. of IPOs trading at discount No. of IPOs trading at premium No. of IPOs trading at discount No. of IPOs trading at premium
Year no. of of funds raised - 30th calendar days from listing - 30th calendar days from listing - 180th calendar days from - 180th calendar days from
IPOs (₹ Mn.) listing listing
Over Between 25- Less Over Between 25- Less Over Between 25- Less Over Between 25- Less
50% 50% than 50% 50% than 50% 50% than 50% 50% than
25% 25% 25% 25%
2016-17 9 132,170.16 - - 3 3 3 - - - - 2 1 -
2015-16 6 27,229.06 - 1 1 1 - 3 - - 2 2 2 -
2014-15 2 3,012.50 - - 1 1 - - - - - 1 - 1

G. IDFC Bank Limited

Table 1: Price information of past issues handled

484
 Sr. No. Issuer Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing
(₹ Million) Price Price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
(₹) Listing closing benchmark] - closing benchmark] - closing benchmark] –
Date (₹) 30th calendar day 90th calendar day 180th calendar day
from listing from listing from listing
1. HPL Electric & Power 3,610.00 202.00 October 4, 2016 190.00 -14.75% [-2.91%] Not available Not available
Limited

Notes:

i. Source: www.nseindia.com for the price information and prospectus/finalised basis of allotment for issue details.

ii. NSE was the designated stock exchange for the issue listed as item 1 therefore price information and benchmark index values have been/will be shown only for designated stock exchange. NIFTY has
been used as the benchmark index.

iii. Since 90 and 180 calendar days, as applicable, from listing date has not elapsed for HPL Electric & Power Limited, data for the same is not available.

Table 2: Summary statement of disclosure

Financial Total no. Total amount of No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year of IPOs funds raised (₹ 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
Million) Over Between Less Over Between Less Over 50% Between Less Over 50% Between Less
50% 25%-50% than 25% 50% 25%-50% than 25% 25%-50% than 25% 25%-50% than 25%
2016- 1 3,610.00 - - 1 - - - - - - - - -
2017*
* As on the date of DRHP

Notes:

i. Date of listing of equity shares has been considered for calculating total no. of IPOs in a particular financial year.

ii. The discount/premium has been/will be calculated based on the closing stock price.

iii. Since 180 calendar days from listing date has not elapsed for HPL Electric & Power Limited, data for the same is not available. Hence the same is not considered while calculating no. of IPOs
trading at discount/premium on 180th calendar day from listing.

H. IIFL Holdings Limited

485
Table 1: Price information of past issues handled

S. Issue name Issue size (₹ Issue Listing date Opening price +/- % change in closing +/- % change in closing +/- % change in closing
No. million) price (₹) on listing date price, [+/- price, [+/- price, [+/-
% change in closing % change in closing % change in closing
benchmark] – 30th calendar benchmark] – 90th calendar benchmark] – 180th
days from listing days from listing calendar days from listing
1. ICICI Prudential Life 60,567.91 334.00 September 333.00 -7.6%, [-1.2%] NA NA
Insurance Company 29, 2016
Limited
2. RBL Bank Limited 12,129.67 225.00 August 31, 274.20 +29.4%, [-1.5%] 59.8%, [-6.9%] NA
2016
3. Dilip Buildcon 6,539.77 219.00 August 11, 240.00 +5.1%, [3.4%] -3.9%, [-1.7%] NA
Limited 2016
4. Quess Corp Limited 4,000.00 317.00 July 12, 500.00 +67.9%, [+1.5%] +94.6%, [+2.8%] NA
2016
5. Ujjivan Financial 8,824.96 210.00 May 10, 231.90 +74.1%, [+4.3%] +115.4%, [+10.7%] +98.3%, [+7.2%]
Services Limited 2016
6. Healthcare Global 6,496.40 218.00 March 30, 210.20 -15.9%, [+3.3%] -17.4%, [+7.0%] -1.3%, [+14.8%]
Enterprises Limited 2016
7. Precision Camshafts 4,101.90 186.00 February 8, 165.00 -15.0%, [+0.6%] -20.8%, [+3.3%] -20.1%, [+15.9%]
Limited 2016
8. Power Mech Projects 2,732.16 640.00 August 26, 600.00 -9.4%, [-0.2%] -2.8%, [-0.6%] -10.6%, [-8.2%]
Limited 2015
9. Manpasand Beverages 4,000.00 320.00 July 9, 2015 300.00 +23.2%, [+2.4%] +31.5%, [-2.2%] +58.6%, [-6.9%]
Limited
Source: www.nseindia.com

Note: Benchmark Index taken as CNX NIFTY. Price on NSE is considered for all of the above calculations. The 30th, 90th and 180th calendar day from listed day have been taken as listing day plus 30,
90 and 180 calendar days, except wherever 30th /90th/180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered. % change taken against the
Issue Price in case of the Issuer. % change taken against closing CNX NIFTY Index a day prior to the listing date. NA means Not Applicable.

Table 2: Summary Statement of Disclosure

Total No. of IPOs trading at

Financial Total No. of IPOs trading at discount No. of IPOs trading at premium No. of IPOs trading at discount -
No. Funds premium - 180th calendar
Year - 30th calendar days from listing - 30th calendar days from listing 180th calendar days from listing
of Raised days from listing

486
 IPO's Less
Over Between Less than Over Between Over Between Over Between
(in ₹ Mn) Less than 25% Less than 25% than
50% 25-50% 25% 50% 25-50% 50% 25-50% 50% 25-50%
25%

2014-15 NA NA - - - - - - - - - - - -

2015-16 4 17,330.46 - - 3 - - 1 - - 3 1 - -

2016-17 5 92,062.31 - - 1 2 1 1 - - - 1 - -

Source: www.nseindia.com

Note: Data for number of IPOs trading at premium/discount taken at closing price on NSE on the respective date. In case any of the days falls on a non-trading day, the closing price on the previous
trading day has been considered.

487
Track record of past issues handled by the Managers

For details regarding the track record of the Managers, as specified in Circular reference CIR/MIRSD/1/2012 dated January
10, 2012 issued by SEBI, see the websites of the Managers, as set out in the table below:

Serial Number Name of the Managers Website

1. Citi http://www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm
2. HDFC www.hdfcbank.com
3. I-sec www.icicisecurities.com
4. IDFC www.idfcbank.com
5. IIFL www.iiflcap.com
6. JM Financial www.jmfl.com
7. Kotak http://www.investmentbank.kotak.com
8. Morgan Stanley http://www.morganstanley.com/about-us/global-offices/india/

Disclaimer in respect of Jurisdiction

This Offer is being made in India to persons resident in India (including Indian nationals resident in India who are competent
to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies registered under the
applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered with SEBI, Indian financial
institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under
applicable trust law and who are authorised under their constitution to hold and invest in shares, insurance companies
registered with the IRDAI, permitted provident funds and pension funds, insurance funds set up and managed by the army,
navy or air force of the Union of India and insurance funds set up and managed by the Department of Posts, India) and to
Eligible NRIs, FPIs and other eligible foreign investors (viz. bilateral and multilateral development financial institution). This
Draft Red Herring Prospectus does not, however, constitute an invitation to subscribe to shares offered hereby in any
jurisdiction other than India to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any
person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about, and to
observe, any such restrictions. Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in
Mumbai only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that
purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for its observations. Accordingly, the Equity
Shares represented thereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not
be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither
the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of our Company, our Subsidiaries or the Selling Shareholders since
the date hereof or that the information contained herein is correct as of any time subsequent to this date.

The Equity Shares have not been and will not be registered under the U.S. Securities Act, and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the
U.S. Securities Act (“U.S. Persons”) except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Company has not
registered and does not intend to register under the U.S. Investment Company Act in reliance upon section 3(c)(7)
thereof. Accordingly, the Equity Shares are only being offered and sold (i) to persons in the United States or to or for
the account or benefit of, U.S. Persons in each case that are both “qualified institutional buyers” (as defined in Rule
144A under the U.S. Securities Act (“Rule 144A”) and referred to in the Draft Red Herring Prospectus as “U.S.
QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined
under applicable Indian regulations and referred to in the Draft Red Herring Prospectus as “QIBs”) in transactions
exempt from or not subject to the registration requirements of the U.S. Securities Act, that are also “qualified
purchasers” (as defined under the U.S. Investment Company Act) in reliance upon section 3(c)(7) of the U.S.
Investment Company Act and (ii) outside the United States to non-U.S. Persons in offshore transactions in reliance on
Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales
occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction except in
compliance with the applicable laws or such jurisdiction.

Disclaimer Clause of the Stock Exchange

[●]

488
Filing

A copy of this Draft Red Herring Prospectus has been filed with SEBI at Corporate Finance Department, Plot number C4-A,
‘G’ Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051.

A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 32 of the Companies Act,
2013 would be delivered for registration to the RoC and a copy of the Prospectus to be filed under Section 26 of the
Companies Act, 2013 would be delivered for registration with RoC at the office of the Registrar of Companies, 100, Everest,
Marine Drive, Mumbai 400 002.

Listing

Application has been made to the Stock Exchange for permission to deal in and for an official quotation of the Equity Shares.
[●] will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Designated Stock
Exchange, our Company and the Selling Shareholders shall forthwith repay, without interest, all moneys received from the
Bidders / Applicants in pursuance of the Red Herring Prospectus / the Prospectus. If such money is not repaid within the
prescribed time after our Company and the Selling Shareholders become liable to repay it, then our Company and every
Director of our Company who is an officer in default may, on and from such expiry of such period, be liable to repay the
money, with interest, as disclosed in the Red Herring Prospectus or the Prospectus.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at the Stock Exchange are taken within six Working Days from the Bid/Offer Closing Date. Further, the Selling
Shareholders confirm that they shall provide reasonable assistance to our Company, the Managers as may be reasonably
required and necessary, for the completion of the necessary formalities for listing and commencement of trading at the Stock
Exchange where the Equity Shares are proposed to be listed within six Working Days from the Bid/Offer Closing Date.

If our Company does not Allot Equity Shares pursuant to the Offer within six Working Days from the Bid/Offer Closing Date
or within such timeline as prescribed by SEBI, it shall repay, without interest, all monies received from Bidders, failing which
interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period.

The Selling Shareholders confirm that they shall reimburse our Company for any interest payments made by our Company on
behalf of the Selling Shareholders in this regard.

Our Company has filed an application dated December 13, 2016 seeking approval of SEBI for trading of Equity Shares, as
permitted securities on the trading platform of our Company in addition to the trading platform of the Designated Stock
Exchange.

Our Company has submitted a letter dated September 16, 2016 to SEBI setting out proposals for our seamless listing on other
competitor stock exchanges to address the risk of conflict of interest.

Consents

Consents in writing of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, our Chief
Financial Officer, legal advisors, Bankers to our Company, Bankers to the Offer, the Managers, the Syndicate Members and
the Registrar to the Offer to act in their respective capacities, have been obtained / will be obtained prior to filing of the Red
Herring Prospectus with the RoC and filed along with a copy of the Red Herring Prospectus with the RoC as required under
the Companies Act and such consents shall not be withdrawn up to the time of delivery of the Red Herring Prospectus for
registration with the RoC.

In accordance with the Companies Act, 2013 and the SEBI ICDR Regulations, our Joint Auditors, M/s. Khandelwal Jain &
Co., Chartered Accountants and Price Waterhouse & Co Chartered Accountants LLP have given their written consent to the
inclusion of their examination reports on Restated Standalone Financial Information and Restated Consolidated Financial
Information, each dated December 20, 2016 and Khandelwal Jain & Co., Chartered Accountants has given its written consent
to the inclusion of the statement of tax benefits dated December 26, 2016 included in this Draft Red Herring Prospectus and
such consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent from the Joint Auditors, namely, Khandelwal Jain & Co., Chartered Accountants
and Price Waterhouse & Co Chartered Accountants LLP, to include their names as an expert under Section 26(1)(a)(v) of the
Companies Act, 2013 in this Draft Red Herring Prospectus in relation to the reports of the Joint Auditors dated December 20,

489
2016, on the Restated Standalone Financial Information and Restated Consolidated Financial Information of our Company,
included in this Draft Red Herring Prospectus and such consent has not been withdrawn up to the time of delivery of this
Draft Red Herring Prospectus. A written consent under the provisions of Companies Act, 2013, is different from a consent
filed with the U.S. Securities and Exchange Commission under Section 7 of the U.S. Securities Act, which is applicable only
to transactions involving securities registered under the U.S. Securities Act. As the Equity Shares are proposed to be offered
as a part of an initial public offering in India and the Equity Shares have not been and will not be registered under the U.S.
Securities Act, Khandelwal Jain & Co., Chartered Accountants and Price Waterhouse & Co Chartered Accountants LLP have
not given consent under Section 7 of the U.S. Securities Act. In this regard, the Joint Auditors have given consent to be
referred to as “experts” in this Draft Red Herring Prospectus in accordance with the requirements of the Companies Act,
2013.

Our Company has also received a written consent from Khandelwal Jain & Co., Chartered Accountants to include their name
as an “expert” for the statement of tax benefits dated December 26, 2016 included in this Draft Red Herring Prospectus and
such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.

The term “experts” as used in this Draft Red Herring Prospectus is different from those defined under the U.S. Securities Act
which is applicable only to transactions involving securities registered under the U.S. Securities Act. The reference to the
Joint Auditors as “experts” in this Draft Red Herring Prospectus is not made in the context of the U.S. Securities Act but
solely in the context of this initial public offering in India.

Offer Expenses

The expenses of this Offer include, among others, underwriting and management fees, selling commissions, printing and
distribution expenses, legal fees, statutory advertisement expenses, registrar and depository fees and listing fees. For further
details of Offer expenses, see “Objects of the Offer” on page 101.

The Offer related expenses will be paid by the Selling Shareholders, except the listing fees, which shall be borne by our
Company.

Fees Payable to the Syndicate

The total fees payable to the Syndicate (including underwriting commission and selling commission and reimbursement of
their out-of-pocket expense) will be as per the appointment letter dated September 16, 2016 and November 3, 2016 with the
Managers and the Syndicate Agreement. For further details of Offer expenses, see “Objects of the Offer” on page 101.

Commission payable to SCSBs, Registered Brokers, RTAs and CDPs

For details of the commission payable to SCSBs, Registered Brokers, RTAs and CDPs, see “Objects of the Offer” on page
101.

Fees Payable to the Registrar to the Offer

The fees payable by the Selling Shareholders to the Registrar to the Offer for processing of application, data entry, printing of
Allotment Advice/CAN/refund order, preparation of refund data on magnetic tape, printing of bulk mailing register will be as
per the agreement dated December 19, 2016 entered into, between our Company, the Selling Shareholders and the Registrar
to the Offer, a copy of which will be available for inspection at the Registered Office.

The Registrar to the Offer will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, stamp duty
and communication expenses. Adequate funds will be provided to the Registrar to the Offer to enable it to send refund orders
or Allotment advice by registered post/speed post.

Particulars regarding public or rights issues by our Company during the last five years

Our Company has not made any public or rights issues during the five years preceding the date of this Draft Red Herring
Prospectus.

Previous issues of Equity Shares otherwise than for cash

Except as disclosed in “Capital Structure” beginning on page 93, our Company has not issued any Equity Shares for
consideration otherwise than for cash.

Commission and Brokerage paid on previous issues

Since this is an initial public offer of Equity Shares, no sum has been paid or has been payable as commission or brokerage
for subscribing to or procuring or agreeing to procure subscription for the Equity Shares since our Company’s inception.

490
Capital issue during the previous three years by listed Group Companies and Subsidiaries of our Company

None of our Group Companies nor our Subsidiaries have their equity shares listed on any stock exchange.

Performance vis-à-vis objects – Public/rights issue of our Company and/or listed Group Companies and associates of
our Company

Other than as disclosed in “Capital Structure”, beginning on page 93, our Company has not undertaken any previous public or
rights issue. None of our Group Companies and Subsidiaries have undertaken any public or rights issue of their equity shares
in the last ten years preceding the date of this Draft Red Herring Prospectus.

Outstanding Preference Shares or other convertible instruments issued by our Company

Our Company does not have any outstanding preference shares or other convertible instruments or debentures or bonds as on
date of this Draft Red Herring Prospectus.

Partly Paid-up Shares

Our Company does not have any partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus.

Stock Market Data of Equity Shares

This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange.

Redressal of Investor Grievances

The agreement between the Registrar to the Offer, our Company and the Selling Shareholders dated December 19, 2016
provides for retention of records with the Registrar to the Offer for a period of at least three years from the last date of
despatch of the letters of Allotment, demat credit and refund orders to enable the investors to approach the Registrar to the
Offer for redressal of their grievances.

All grievances may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary to whom
the Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or first Bidder,
Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of the Bid cum Application Form,
address of the Bidder, number of the Equity Shares applied for and the name and address of the Designated Intermediary
where the Bid cum Application Form was submitted by the Bidder.

The Selling Shareholders will assist our Company in redressal of investor grievances, if any, in relation to the transfer of
Equity Shares offered by the Selling Shareholders in the Offer (including providing all necessary documents and information
sought from the Selling Shareholders by our Company and the Managers and facilitating any due diligence process that may
be required to be undertaken in this regard).

Further, the investor shall also enclose a copy of the Acknowledgment Slip or specify the application number duly received
from the Designated Intermediary in addition to the documents/information mentioned hereinabove.

The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or
grievances of ASBA Bidders. Our Company, the Managers and the Registrar to the Offer accept no responsibility for errors,
omissions, commission or any acts of SCSBs, Syndicate, RTA, CDPs including any defaults in complying with its obligations
under the SEBI ICDR Regulations.

Disposal of Investor Grievances by our Company

Our Company estimates that the average time required by our Company or the Registrar to the Offer or the Designated
Intermediary, for the redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the
complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to
redress these complaints as expeditiously as possible.

Our Company has constituted a Stakeholders’ Relationship Committee comprising (i) Ashok Chawla, Chairman (Public
Interest Director), (ii) Ravi Narain (Shareholder Director), and (iii) T.V. Mohandas Pai (Public Interest Director). For details,
see “Our Management - Committees of our Board – Stakeholders’ Relationship Committee” on page 204.

Our Company has also appointed S. Madhavan, as the Compliance Officer for the Offer and may be contacted in case of any
pre-Offer or post-Offer related problems at the following address:

S. Madhavan
“Exchange Plaza”

491
C-1, Block G
Bandra Kurla Complex
Bandra (East)
Mumbai 400 051
Tel: (91 22) 2659 8100
Fax: (91 22) 2659 8120
E-mail: nseipo@nse.co.in

Investor grievance mechanism and investor complaints for the listed companies (whose equity shares are listed on
stock exchanges) under the same management within the meaning of section 370 (1B) of the Companies Act, 1956

There are no listed companies under the same management within the meaning of section 370 (1B) of the Companies Act,
1956.

Changes in Auditors

Except as described below, there has been no change in our Auditors for the last three years:

Name of Auditors Date of Date of Reason for change

Appointment Resignation
Price Waterhouse & Co Chartered September 16, 2016 - Appointment as Joint Auditors with
Accountants LLP Khandelwal Jain & Co., Chartered
Accountants

Capitalisation of Reserves or Profits

Except for the bonus issuance, as disclosed in “Capital Structure” beginning on page 93, our Company has not capitalised its
reserves or profits at any time during the last five years.

Revaluation of Assets

There has been no revaluation of assets by our Company.

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 SECTION VII: OFFER INFORMATION

TERMS OF THE OFFER

The Equity Shares being Offered pursuant to the Offer shall be subject to the provisions of the Companies Act, and the rules
and regulations made thereunder, the SECC Regulations, the SEBI ICDR Regulations, SCRA, SCRR, the Memorandum of
Association and Articles of Association, the terms of the Red Herring Prospectus, the Prospectus, the abridged prospectus,
Bid cum Application Form, the Revision Form, the CAN, the Allotment Advice and other terms and conditions as may be
incorporated in the Allotment Advices and other documents/certificates that may be executed in respect of the Offer. The
Equity Shares shall also be subject to laws, as applicable, guidelines, rules, notifications and regulations relating to the offer
of capital and listing and trading of securities issued from time to time by SEBI, the Government, the FIPB, the Stock
Exchange, the RBI, RoC and/or other authorities, as in force on the date of the Offer and to the extent applicable or such other
conditions as may be prescribed by SEBI, the RBI, the Government, the FIPB, the Stock Exchange, the RoC and any other
authorities while granting their approval for the Offer.

Offer for Sale

All expenses with respect to the Offer will be borne by the Selling Shareholders, except the listing fees, which shall be borne
by our Company. Payments, if any, made by our Company in relation to the Offer shall be on behalf of the Selling
Shareholders and such payments will be reimbursed by the Selling Shareholders to our Company.

Selling Shareholders’ Committee:

In accordance with the Offer Scheme, our Board of Directors has constituted the Selling Shareholders’ Committee. The
Selling Shareholders’ Committee shall be an advisory committee by nature. The Selling Shareholders’ Committee shall be
consulted by our Company (through our Board of Directors) prior to determination of the Offer Price. The Price Band will be
decided by our Company (through the Board), in consultation with the Managers and upon due consideration of the
recommendation of the Selling Shareholders’ Committee.

The members or the constitution of the Selling Shareholders’ Committee may be altered by our Board of Directors, at its
discretion, in the manner it may deem fit in the interest of our Company, the Selling Shareholders and our Shareholders in
accordance with the OFS Notice.

Ranking of the Equity Shares

The Equity Shares being offered pursuant to the Offer shall be subject to the provisions of the Companies Act, the SECC
Regulations, the Memorandum of Association and Articles of Association and shall rank pari passu in all respects with the
existing Equity Shares including rights to receive dividend. The Allottees, upon Allotment, of the Equity Shares under the
Offer, will be entitled to dividend and other corporate benefits, if any, declared by our Company after the date of Allotment.
For further details, see “Main Provisions of the Articles of Association” beginning on page 547.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to our Shareholders in accordance with the provisions of Companies Act, the
SECC Regulations, the Memorandum of Association and the Articles of Association and provisions of the Listing
Regulations. For further details in relation to dividends, see “Dividend Policy” and “Main Provisions of the Articles of
Association” beginning on pages 213 and 547, respectively.

Face Value, Offer Price, Floor Price and Price Band

The face value of each Equity Share is ₹ 1 per Equity Share and the Offer Price is ₹ [●] per Equity Share. The Floor Price is ₹
[●] and the Price Band is ₹ [●] - ₹ [●]. The Anchor Investor Offer Price is ₹ [●] per Equity Share.

The minimum Bid Lot will be decided by our Company in consultation with the Managers and the Price Band will be decided
by our Company in consultation with the Managers and upon due consideration of the recommendation of the Selling
Shareholders’ Committee, and will be advertised in all editions of the English national newspaper [●], all editions of the
Hindi national newspaper [●], and [●] editions of the Marathi newspaper [●] (Marathi being the regional language of
Maharashtra, where our Registered Office is located), each with wide circulation at least five Working Days prior to the
Bid/Offer Opening Date with the relevant financial ratios calculated at the Floor Price and at the Cap Price and such
advertisement shall be made available to the Stock Exchange for the purpose of uploading the same on their websites.

At any given point of time there shall be only one denomination of Equity Shares.

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Compliance with disclosure and accounting norms

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of our Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Shareholders shall have the
following rights:

 Right to receive dividends, if declared;

 Right to attend general meetings and exercise voting rights, unless prohibited by law;

 Right to vote on a poll either in person or by proxy, in accordance with the provisions of the Companies Act;

 Right to receive offers for rights shares and be allotted bonus shares, if announced;

 Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;

 Right of free transferability, subject to applicable laws including any RBI rules and regulations; and

 Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the
terms of the Listing Regulations, the SECC Regulations and the Memorandum of Association and the Articles of
Association of our Company.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights,
dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Main Provisions of the Articles of
Association” on page 547.

Option to Receive Securities in Dematerialised Form

In terms of Section 29 of the Companies Act, 2013, the Equity Shares shall be Allotted only in dematerialised form. As per
the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form. Further, pursuant to the
SECC Regulations, the Equity Shares are required to be in dematerialised form. In this context, two agreements have been
signed among our Company, the respective Depositories and the Registrar to the Offer:

 Tripartite agreement dated October 11, 2007, between NSDL, our Company and the Registrar to the Offer; and

 Tripartite agreement dated November 25, 2016, between CDSL, our Company and the Registrar to the Offer.

Market Lot and Trading Lot

Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in the Offer will
be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of [●] Equity Shares subject to
the restrictions under the SECC Regulations.

Nomination Facility to Bidders

In accordance with Section 72 of the Companies Act, 2013, the sole Bidder, or the first Bidder along with other joint Bidders,
may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the
Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she would be
entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make
a nomination to appoint, in the prescribed manner, any person to become entitled to equity share(s) in the event of his or her
death during the minority. A nomination shall stand rescinded upon a sale of Equity Share(s) by the person nominating. A
buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the
prescribed form available on request at our Registered Office or to the registrar and transfer agents of our Company.

Any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013, shall upon the production of such
evidence as may be required by our Board, elect either:

a) to register himself or herself as the holder of the Equity Shares; or

b) to make such transfer of the Equity Shares, as the deceased holder could have made.

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Further, our Board may, at any time, give notice requiring any nominee to choose either to be registered himself or herself or
to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board may, thereafter,
withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of
the notice have been complied with.

Since the Allotment of Equity Shares in the Offer will be made only in dematerialised form, there is no need to make a
separate nomination with our Company. Nominations registered with respective depository participant of the applicant would
prevail. If the Bidders require changing of their nomination, they are requested to inform their respective depository
participant.

Period of operation of subscription list

See “Offer Structure – Bid/Offer Programme” on page 504.

Minimum Subscription

The requirement of minimum subscription is not applicable to the Offer in accordance with the SEBI ICDR Regulations since
it is entirely through an Offer for Sale. However, if our Company does not make the minimum Allotment specified under
terms of Rule 19(2)(b) of the SCRR, including devolvement of Underwriters, if any, within 60 days from the date of
Bid/Offer Closing Date, our Company and the Selling Shareholders shall forthwith refund the entire subscription amount
received. If there is a delay beyond the prescribed time, our Company and the Selling Shareholders shall pay interest
prescribed under the applicable law.

Further, our Company and the Selling Shareholders shall ensure that the number of prospective Allottees to whom the Equity
Shares will be Allotted shall not be less than 1,000 in compliance with Regulation 26(4) of the SEBI ICDR Regulations.

Arrangement for Disposal of Odd Lots

There are no arrangements for disposal of odd lots.

Restrictions on Transfer and Transmission of Equity Shares

Except for lock-in of the pre-Offer Equity Share capital of our Company and the Anchor Investor lock-in of Equity Shares as
detailed in “Capital Structure” beginning on page 93 and except as provided in the Articles of Association, there are no
restrictions on transfer of Equity Shares. Further, there are no restrictions on transmission of Equity Shares and on their
consolidation or splitting, except as provided in the Articles of Association. For details, see “Risk Factors” and “Main
Provisions of the Articles of Association” beginning on page 19 and 547.

Compliance with the SECC Regulations

Fit and proper criteria

In terms of Regulation 19 of the SECC Regulations, no person shall, directly or indirectly, acquire or hold shares in a
recognised stock-exchange unless he is a ‘fit and proper’ person. The fit and proper criteria are set out under Regulation 20 of
the SECC Regulations. Accordingly, in terms of the SEBI circular dated January 1, 2016 (the “January Circular”), a
declaration will be included in the Bid cum Application Form confirming that the Bidder is a ‘fit and proper’ person under the
SECC Regulations. Submission of the Bid cum Application Form will be deemed to be a confirmation by the Bidder that such
Bidder satisfies the fit and proper criteria. The SECC Regulations also states that once the Equity Shares are listed, the text of
the applicable regulation with regard to fit and proper criteria shall be made part of the contract note. The SECC Regulations
states that if any question arises as to whether a person is a fit and proper person, SEBI’s decision on such question shall be
final. For details in relation to the fit and proper criteria prescribed under Regulation 20, see “Offer Procedure – Part A – Fit
and proper criteria” on pages 507 to 508.

In terms of the January Circular, in the event of acquisition of shares by persons who do not meet the fit and proper criteria,
the voting rights and corporate benefits with respect to such shareholding shall be frozen by the depositories until the same is
divested through the special window.

Restrictions on shareholding

1. Shareholding of “public” in our Company:

In terms of the SECC Regulations, at least 51% of the paid up equity share capital of a recognised stock exchange
shall be held by public. The term ‘public’ has been defined under the SECC Regulations to include any member or
section of the public but does not include any trading member or clearing member or their associates and agents.
However, public sector banks, public financial institutions, insurance companies, mutual funds and alternative

495
 investment funds in public sector, that have associates as trading members or clearing members are deemed to be
public under the SECC Regulations (the “Deemed Public Entities”).

Accordingly, trading and clearing members or their associates and agents other than the Deemed Public Entities shall
be considered for Allotment on a proportionate basis such that the total shareholding of trading members, clearing
members, their associates and agents in our Company does not exceed 49% of the paid-up Equity Share capital,
subject to valid Bids being received at or above the Offer Price. In this regard, each Bidder will be required to certify
in the Bid cum Application Form if it is (i) a trading or (ii) clearing member or (iii) an associate or agent of a trading
or clearing member or (iv) whether it is a Deemed Public Entity, and such certification shall be the sole
responsibility of the Bidder. Please note that our Company, the Managers and the Registrar will rely strictly and
solely on such a declaration.

In terms of the January Circular, the trading members or their associates and agents are required to obtain prior
approval of our Company for further acquisition of Equity Shares, in the event the aggregate shareholding of the
trading members or their associates and agents crosses the limit of 45% of the paid-up Equity Share capital.

2. Shareholding of persons resident in India:

Pursuant to the SECC Regulations, no person resident in India shall at any time, directly or indirectly, either
individually or acting together with persons acting in concert, acquire or hold more than 5% of the paid-up Equity
Share capital in our Company. However, stock exchanges, depositories, banking companies, insurance companies,
and public financial institutions are permitted either directly or indirectly, either individually or together with
persons acting in concert, to acquire or hold, up to 15% of the paid up Equity Share capital of our Company,
provided that such entities are resident in India. Further, in the event the shareholding of such entities exceeds 5% of
the paid-up Equity Share capital of our Company, prior approval of SEBI will be required.

3. Shareholding of persons resident outside India:

Pursuant to the SECC Regulations, no person resident outside India shall, directly or indirectly, either individually or
acting together with persons acting in concert, acquire or hold more than 5% of the paid-up Equity Share capital of
our Company. Further, the combined holding of all the persons resident outside India in the paid-up Equity Share
capital of our Company shall not exceed 49% of the total paid-up Equity Share capital of our Company.

4. Acquisition of more than 2% of the paid-up Equity Share capital of our Company:

Any person who, directly or indirectly, either individually or acting together with persons acting in concert, acquires
equity shares pursuant to which his shareholding exceeds 2% of the paid-up Equity Share capital of our Company,
shall seek approval of SEBI within 15 days from the date of such acquisition. In the event SEBI approval is not
obtained, such person will be required to forthwith divest his excess shareholding.

5. Acquisition of more than 5% of the paid-up equity share capital of our Company:

As stated above, only stock exchanges, depositories, banking companies, insurance companies, and public financial
institutions can, directly or indirectly, either individually or together with any person acting in concert, acquire or
hold up to 15% of the paid up Equity Share capital of our Company with the prior approval of SEBI.

Accordingly, in case of Bids representing for such number of Equity Shares, that may result in the shareholding of a
Bidder either directly or indirectly, by himself or acting in concert with other persons and including existing
shareholding, if any) exceeding 5% of the paid-up Equity Share capital of our Company, such Bidder is required to
affix a clear legible certified copy of the approval obtained from SEBI along with the Bid cum Application Form and
declare that it is eligible to own more than 5% of the paid-up equity share capital of our Company. The Bidders shall
also deliver the self certified copy of the approval obtained from SEBI to the Registrar to the Offer within one
Working Day of the Bid / Offer Closing Date. All Allotments to such Bidders shall be in accordance with and
subject to the conditions contained in such SEBI approval.

In case of any failure by such Bidder to submit the requisite approval within the above time period, our Company
may Allot such number of Equity Shares, as adjusted for the Bid Lot (and in case of over-subscription in the Offer,
after making applicable proportionate allocation for the Equity Shares Bid for), that will limit the aggregate
shareholding of the Bidder (either directly or indirectly, by itself or acting in concert with other persons and
including existing shareholding, if any) to 5% of the paid-up Equity Share capital of our Company. Please note that
our Company, the Managers and the Registrar will rely strictly and solely on the SEBI approvals received from the
Bidders for making any Allotments to any Bidders together with persons acting in concert for more than 5% of the
paid up Equity Share capital of our Company. Our Company, the Registrar and the Managers will not exercise any
discretion or judgment in identifying the persons acting in concert in relation to any Bidder and will not be
responsible, directly or indirectly, for the consequences of any Bidder and persons acting in concert with such

496
Bidder, acquiring any Equity Shares in excess of 5% of the paid-up equity share capital of our Company, without a
valid and subsisting SEBI approval. Basis of Allotment as set out in “Offer Procedure - Part B - General Information
Document” shall be to the aforementioned Allotment restrictions.

Additionally, the SECC Regulations restrict clearing corporations from holding any right, stake or interest, of
whatsoever nature, in any recognised stock exchange. Accordingly, any Bids made by a clearing corporation will be
rejected.

For further details in relation to fit and proper criteria and the restrictions on shareholding, see “Regulations and
Policies” on page 177.

Eligibility and Transfer Restrictions

As described more fully below, there are certain restrictions regarding the Equity Shares that affect potential U.S.
and non-U.S. investors. These restrictions are (i) prohibitions on participation in the Offer by persons in
circumstances which would cause our Company to be required to be registered as an investment company under the
U.S. Investment Company Act and (ii) restrictions on the ownership of Equity Shares by such persons following the
offer.

The Equity Shares have not been and will not be registered under the U.S. Securities Act and may not be
offered or sold in the United States or to, or for the account or benefit of, U.S. persons as defined in
Regulation S under the U.S. Securities Act (“U.S. Persons”) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state
securities laws. Our Company has not registered and does not intend to register under the U.S. Investment
Company Act. Accordingly, the Equity Shares are only being offered and sold (i) to persons in the United
States or to, or for the account or benefit of, U.S. Persons, in each case that are both “qualified institutional
buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in this Draft Red Herring
Prospectus as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer to a category of
institutional investor defined under applicable Indian regulations and referred to in this Draft Red Herring
Prospectus as “QIBs”) and “qualified purchasers” (as defined under the U.S. Investment Company Act and
referred to in this Draft Red Herring Prospectus as “QPs”) in transactions exempt from or not subject to the
registration requirements of the U.S. Securities Act and in reliance upon section 3(c)(7) of the U.S. Investment
Company Act; or (ii) outside the United States to investors that are not U.S. Persons nor persons acquiring
for the account or benefit of U.S. Persons in offshore transactions in reliance on Regulation S under the U.S.
Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The Equity
Shares may not be re-offered, re-sold, pledged or otherwise transferred except in an offshore transaction in
accordance with Regulation S to a person outside the United States and not known by the transferor to be a
U.S. Person by pre-arrangement or otherwise (including, for the avoidance of doubt, a bona fide sale on the
[●] Stock Exchange or the [●] Stock Exchange). See “Offer Information – Terms of the Offer – Eligibility and
Transfer Restrictions” beginning on page 497.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any such
jurisdiction except in compliance with the applicable laws of such jurisdiction.

Until the expiry of 40 days after the commencement of the Offer, an offer or sale of Equity Shares within the United
States by a dealer (whether or not it is participating in the Offer) may violate the registration requirements of the
U.S. Securities Act.

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this
Draft Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a
criminal offence in the United States. In making an investment decision investors must rely on their own
examination of our Company and the terms of the Offer, including the merits and risks involved.

Our Company is not and will not be registered under the U.S. Investment Company Act, and investors will not be
entitled to the benefits afforded to investors under the U.S. Investment Company Act.

Investors may be required to bear the financial risk of an investment in the Equity Shares for an indefinite period.
The Equity Shares are not transferable except in compliance with the restrictions described in “Offer Information –
Terms of the Offer – Eligibility and Transfer Restrictions” beginning on page 497.

Eligible Investors

The Equity Shares are being offered and sold

497
 i. in the United States or to, or for the account or benefit of, U.S. Persons, in each case that are both U.S. QIBs and
QPs, in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and in
reliance on section 3(c)(7) of the U.S. Investment Company Act; and

ii. outside the United States to investors that are not U.S. Persons, nor persons acquiring for the account or benefit of
U.S. Persons, in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable
laws of the jurisdiction where those offers and sales occur;

and in each case who are deemed to have made the representations set forth immediately below.

Equity Shares Offered and Sold within the United States or to U.S. Persons

Each purchaser that is a U.S. Person or acquiring the Equity Shares issued pursuant to this Offer within the United
States or for the account or benefit of U.S. Persons, by a declaration included in the Bid cum Application Form and
its acceptance of this Draft Red Herring Prospectus and of the Equity Shares, will be deemed to have acknowledged,
represented to and agreed, on behalf of itself and each person for which it is acting, with the Company and the
Managers that it has received a copy of this Draft Red Herring Prospectus and such other information as it deems
necessary to make an informed investment decision and that:

(1) the purchaser is authorized to consummate the purchase of the Equity Shares issued pursuant to this Offer in
compliance with all applicable laws and regulations;
(2) the purchaser acknowledges that the Equity Shares issued pursuant to this Offer have not been and will not
be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the
United States and accordingly may not be offered or sold within the United States or to, or for the account
or benefit of, U.S. Persons except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act;
(3) the purchaser (i) is a U.S. QIB and a QP, (ii) is aware that the sale to it is being made in a transaction
exempt from or not subject to the registration requirements of the U.S. Securities Act, (iii) was not formed
for the purpose of investing in the Equity Shares and (iv) is acquiring such Equity Shares for its own
account or for the account of one or more persons, each of which is a U.S. QIB and a QP, with respect to
which it exercises sole investment discretion;
(4) the purchaser acknowledges that the Company has not registered, and does not intend to register, as an
“investment company” (as such term is defined under the U.S. Investment Company Act) and that the
Company has imposed the transfer and offering restrictions with respect to persons in the United States and
U.S. Persons described herein so that the Company will qualify for the exception provided under Section
3(c)(7) of the U.S. Investment Company Act and will have no obligation to register as an investment
company. The purchaser, and each person for which it is acting, also understands and agrees that the
Company and the Managers shall have the right to request and receive such additional documents,
certifications, representations and undertakings, from time to time, as they may deem necessary in order to
comply with applicable legal requirements;
(5) the purchaser is not a broker-dealer which owns and invests on a discretionary basis less than US$25
million in securities of issuers unaffiliated with such broker-dealer;
(6) the purchaser understands that, subject to certain exceptions, to be a QP, entities must have U.S.$25 million
in “investments” (as defined in Rule 2a51- l of the U.S. Investment Company Act);
(7) the purchaser is not an affiliate of the Company or a person acting on behalf of an affiliate;
(8) the purchaser is not a participant-directed employee plan, such as a 401(k) plan, or a trust holding the assets
of such plan, unless the investment decisions with respect to such plan are made solely by the fiduciary,
trustee or sponsor of such plan;
(9) the purchaser is not managed as a device for facilitating individual investment decisions of beneficial
owners, but rather is managed as a collective investment vehicle;
(10) the purchaser, and each account for which it is purchasing or otherwise acquiring Equity Shares, will
purchase, hold or transfer Equity Shares amounting to at least US$250,000 or its equivalent in another
currency;
(11) it, and each person for which it is acting, was not formed, reformed or recapitalized for the purpose of
investing in the Equity Shares and/or other securities of the Company;
(12) if the purchaser, or any person for which it is acting, is an investment company excepted from the U.S
Investment Company Act pursuant to section 3(c)(1) or section 3(c)(7) thereof (or a foreign investment
company under Section 7(d) thereof relying on section 3(c)(1) or 3(c)(7) with respect to its holders that are
U.S. persons) and was formed on or before April 30, 1996, it has received the consent of its beneficial
owners who acquired their interests on or before April 30, 1996, with respect to its treatment as a QP in the
manner required by Section 2(a)(51)(C) of the U.S. Investment Company Act and the rules promulgated
thereunder;
(13) the purchaser, and each person for which it is acting, is not a partnership, common trust fund, or
corporation, special trust, pension fund or retirement plan, or other entity, in which the partners,

498
 beneficiaries, beneficial owners, participants, shareholders or other equity owners, as the case may be, may
designate the particular investments to be made, or the allocation thereof unless all such partners,
beneficiaries, beneficial owners, participants, shareholders or other equity owners are both QIBs and QPs;
(14) the purchaser, and each person for which it is acting, has not invested more than 40.0% of its assets in the
Equity Shares (or beneficial interests therein) and/or other securities of the Company after giving effect to
the purchase of the Equity Shares (or beneficial interests therein) (unless all of the beneficial owners of such
entity’s securities are both QIBs and QPs);
(15) if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or
any economic interest therein, such Equity Shares or any economic interest therein may be offered, sold,
pledged or otherwise transferred only outside the United States in an offshore transaction complying with
Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act to a person outside the United States
and not known by the transferor to be a U.S. Person by pre-arrangement or otherwise (including, for the
avoidance of doubt, a bona fide sale on the [●] Stock Exchange or the [●] Stock Exchange). The purchaser
agrees not to effect any sale, pledge or other transfer unless the purchaser first executes a US Resale Letter
in the form of Annexure B to this Draft Red Herring Prospectus and delivers such letter to the Company
prior to the settlement if any sale, pledge or other transfer of the Equity Shares. The purchaser understands
that the transfer restrictions will remain in effect until the Company determines, in its sole discretion, to
remove them;
(16) is not subscribing to, or purchasing, the Equity Shares with a view to, or for the offer or sale in connection
with, any distribution thereof (within the meaning of the U.S. Securities Act) that would be in violation of
the securities laws of the United States or any state thereof;
(17) the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities
Act and no representation is made as to the availability of the exemption provided by Rule 144 for resales of
any such Equity Shares;
(18) the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt
facility established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt
facility, so long as such Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under
the U.S. Securities Act;
(19) the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of
the purchaser or any of its affiliates, will make any “directed selling efforts” as defined in Regulation S
under the U.S. Securities Act in the United States with respect to the Equity Shares or any “general
solicitation” or “general advertising” (as defined in Regulation D under the U.S. Securities Act) in the
United States in connection with any offer or sale of the Equity Shares;
(20) the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless the
Company determines otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:
THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S.
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “U.S. INVESTMENT COMPANY
ACT”). THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT TO A PERSON OUTSIDE THE UNITED STATES AND NOT KNOWN BY
THE TRANSFEROR TO BE A US PERSON BY PRE-ARRANGEMENT OR OTHERWISE IN AN
OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE U.S. SECURITIES ACT, AND OTHERWISE IN A TRANSACTION EXEMPT FROM, OR
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND
THE U.S. INVESTMENT COMPANY ACT
THIS SECURITY IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE
RESTRICTIONS DESCRIBED HEREIN. EACH TRANSFEROR OF THIS SECURITY AGREES TO
PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE
COMPANY’S OFFER DOCUMENTS TO THE TRANSFEREE AND TO ANY EXECUTING BROKER.
(21) the purchaser agrees, upon a proposed transfer of the Equity Shares, to notify any purchaser of such Equity
Shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the Equity
Shares being sold and agrees not to act as a swap counterparty or other type of intermediary whereby any
other party will acquire an economic interest or beneficial interest in the Equity Shares acquired or reoffer,
resell, pledge or otherwise transfer the Equity Shares or any beneficial interest therein, to any person except
to a person that meets all of the requirements above and who agrees not to subsequently transfer the Equity
Shares or any beneficial interest therein except in accordance with these transfer restrictions;
(22) the purchaser understands and acknowledges that (i) the Company will not recognize any offer, sale, pledge
or other transfer of such Equity Shares made other than in compliance with the above-stated restrictions; (ii)
any acquisition of a beneficial interest in the Equity Shares by any U.S. Person or any person within the
United States who is required under these restrictions to be a QP but is not a QP at the time it acquires a

499
 beneficial interest in the Equity Shares, shall be null and void ab initio and will not be honored by the
Company and in no event will the Company, its directors, officers, employees or agents, including any
broker or dealer, have any liability whatsoever to the purchaser by reason of any act or failure to act by any
person authorized by the Company in connection with the foregoing;
(23) the purchaser understands and acknowledges that our Company may be considered a "covered fund" for
purposes of the Volcker Rule. The definition of “covered fund” in the Volcker Rule includes (generally) any
entity that would be an investment company under the U.S. Investment Company Act, but for the
exceptions provided under Section 3(c)(1) or 3(c)(7) thereunder. Because our Company relies on Section
3(c)(7) of the U.S. Investment Company Act for its exclusion from registration thereunder, it may be
considered to be a covered fund. Accordingly, banking entities that are subject to the Volcker Rule may be
prohibited under the Volcker Rule from, among other things, acquiring or retaining our Equity Shares,
absent any applicable exclusion or exemption. Each purchaser must make its own determination as to
whether it is a banking entity subject to the Volcker Rule and, if applicable, the potential impact of the
Volcker Rule on its ability to purchase or retain our Equity Shares;
(24) the purchaser is knowledgeable, sophisticated and experienced in business and financial matters, fully
understands the limitations on ownership and transfer and the restrictions on sales of the Equity Shares and
is aware that there are substantial risks incidental to the purchase of the Equity Shares and is able to bear the
economic risk of such purchase; and
(25) the purchaser acknowledges that the Company, the Managers, their respective affiliates and others will rely
upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees
that, if any of such acknowledgements, representations and agreements deemed to have been made by virtue
of its purchase of such Equity Shares are no longer accurate, it will promptly notify the Company, and if it
is acquiring any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it
has sole investment discretion with respect to each such account and that it has full power to make the
foregoing acknowledgements, representations and agreements on behalf of such account.

All Other Equity Shares Offered and Sold in this Offer

Each purchaser that is a non-U.S. Person and acquiring the Equity Shares sold pursuant to this Offer outside the
United States, by a declaration included in the Bid cum Application Form and its acceptance of this Draft Red
Herring Prospectus and of the Equity Shares sold pursuant to this Offer, will be deemed to have acknowledged,
represented to and agreed with the Company and the Managers that it has received a copy of this Draft Red Herring
Prospectus and such other information as it deems necessary to make an informed investment decision and that:

(1) the purchaser is authorized to consummate the purchase of the Equity Shares sold pursuant to this Offer in
compliance with all applicable laws and regulations;

(2) the purchaser acknowledges that the Equity Shares issued pursuant to this Offer have not been and will not
be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the
United States and accordingly may not be offered or sold within the United States or to, or for the account
or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act;

(3) the purchaser is purchasing the Equity Shares issued pursuant to this Offer in an offshore transaction
meeting the requirements of Rule 903 of Regulation S under the U.S. Securities Act;

(4) the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity
Shares issued pursuant to this Offer, is a non-U.S. Person and was located outside the United States at each
time (i) the offer was made to it and (ii) when the buy order for such Equity Shares was originated, and
continues to be a non-U.S. Person and located outside the United States and has not purchased such Equity
Shares for the account or benefit of any U.S. Person or any person in the United Sates or entered into any
arrangement for the transfer of such Equity Shares or any economic interest therein to any U.S. Person or
any person in the United States;

(5) the purchaser is not an affiliate of the Company or a person acting on behalf of an affiliate;

(6) if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or
any economic interest therein, such Equity Shares or any economic interest therein may be offered, sold,
pledged or otherwise transferred only outside the United States in an offshore transaction complying with
Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act to a person not known by the transferor
to be a U.S. Person by pre-arrangement or otherwise (including, for the avoidance of doubt, a bona fide sale
on the [●] Stock Exchange or the [●] Stock Exchange) . The purchaser understands that the transfer
restrictions will remain in effect until the Company determines, in its sole discretion, to remove them, and
confirms that the proposed transfer of the Equity Shares is not part of a plan or scheme to evade the

500
 registration requirements of the U.S. Securities Act or the U.S. Investment Company Act;

(7) the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of
the purchaser or any of its affiliates, will make any “directed selling efforts” as defined in Regulation S
under the U.S. Securities Act in the United States with respect to the Equity Shares;

(8) the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless the
Company determine otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S.
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “U.S. INVESTMENT COMPANY
ACT”). THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT TO A PERSON OUTSIDE THE UNITED STATES AND NOT KNOWN BY
THE TRANSFEROR TO BE A US PERSON BY PRE-ARRANGEMENT OR OTHERWISE IN AN
OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE U.S. SECURITIES ACT AND OTHERWISE IN A TRANSACTION EXEMPT FROM, OR
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND
THE U.S. INVESTMENT COMPANY ACT.

THIS SECURITY IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE

RESTRICTIONS DESCRIBED HEREIN. EACH TRANSFEROR OF THIS SECURITY AGREES TO
PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE
COMPANY’S OFFER DOCUMENTS TO THE TRANSFEREE AND TO ANY EXECUTING BROKER.

(9) the purchaser agrees, upon a proposed transfer of the Equity Shares, to notify any purchaser of such Equity
Shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the Equity
Shares being sold;

(10) the purchaser understands and acknowledges that (i) the Company will not recognize any offer, sale, pledge
or other transfer of such Equity Shares made other than in compliance with the above-stated restrictions; (ii)
any acquisition of a beneficial interest in the Equity Shares by any U.S. Person or any person within the
United States who is required under these restrictions to be a QP but is not a QP at the time it acquires a
beneficial interest in the Equity Shares, shall be null and void ab initio and will not be honored by the
Company and in no event will the Company, its directors, officers, employees or agents, including any
broker or dealer, have any liability whatsoever to the purchaser by reason of any act or failure to act by any
person authorized by the Company in connection with the foregoing;

(11) the purchaser understands and acknowledges that our Company may be considered a "covered fund" for
purposes of the Volcker Rule. The definition of “covered fund” in the Volcker Rule includes (generally)
any entity that would be an investment company under the U.S. Investment Company Act, but for the
exceptions provided under Section 3(c)(1) or 3(c)(7) thereunder. Because our Company relies on Section
3(c)(7) of the U.S. Investment Company Act for its exclusion from registration thereunder, it may be
considered to be a covered fund. Accordingly, banking entities that are subject to the Volcker Rule may be
prohibited under the Volcker Rule from, among other things, acquiring or retaining our Equity Shares,
absent any applicable exclusion or exemption. Each purchaser must make its own determination as to
whether it is a banking entity subject to the Volcker Rule and, if applicable, the potential impact of the
Volcker Rule on its ability to purchase or retain our Equity Shares; and

(12) the purchaser acknowledges that the Company, the Managers, their respective affiliates and others will rely
upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees
that, if any of such acknowledgements, representations and agreements deemed to have been made by
virtue of its purchase of such Equity Shares are no longer accurate, it will promptly notify the Company,
and if it is acquiring any of such Equity Shares as a fiduciary or agent for one or more accounts, it
represents that it has sole investment discretion with respect to each such account and that it has full power
to make the foregoing acknowledgements, representations and agreements on behalf of such account.

501
 OFFER STRUCTURE

Public Offer of up to 111,411,970 Equity Shares for cash at a price of ₹ [●] per Equity Share, aggregating up to ₹ [●] million
by way of the Offer of Sale by the Selling Shareholders. The Offer will constitute 22.5 % of the post-Offer paid-up Equity
Share capital of our Company.

The Offer is being made through the Book Building Process.

Particulars QIBs(1) Non Institutional Investors Retail Individual

Bidders

Number of Equity Shares Not more than 55,705,984 Equity Not less than 16,711,796 Not less than 38,994,190
available for Shares Equity Shares or the Offer Equity Shares or the
Allotment/allocation(2) less allocation to QIB Offer less allocation to
Bidders and Retail QIB Bidders and Non
Individual Bidders shall be Institutional Investors
available for allocation shall be available for
allocation

Percentage of Offer Size Not more than 50% of the Offer Not less than 15% of the Not less than 35% of the
available for Offer or the Offer less Offer or the Offer less
Allotment/allocation However at least 5% of the QIB Portion allocation to QIB Bidders allocation to QIB
net of the Anchor Investor Portion and Retail Individual Bidders and Non
(“Net QIB Portion”) shall be available Bidders shall be available Institutional Investors
for allocation proportionately to Mutual for allocation shall be available for
Funds only. Mutual Funds participating allocation
in the 5% reservation in the Net QIB
Portion will also be eligible for
allocation in the remaining QIB
Portion. Unsubscribed portion in the
Mutual Fund Portion will be added to
the Net QIB Portion.

Basis of Allotment/ Proportionate as follows (excluding the Proportionate Proportionate, subject to

allocation if respective Anchor Investor Portion): At least minimum Bid Lot. For
category is oversubscribed 1,114,120 Equity Shares shall be details see, “Offer
available for allocation on a Procedure – Part B –
proportionate basis to Mutual Funds Allotment Procedure and
only and 21,168,274 Equity Shares Basis of Allotment –
shall be available for allocation on a Allotment to RIIs” on
proportionate basis to all other QIBs, page 536.
including Mutual Funds receiving
allocation as above.

Up to 33,423,590 Equity Shares may be

allocated on a discretionary basis to
Anchor Investors

Minimum Bid Such number of Equity Shares that the Such number of Equity [●] Equity Shares and in
Bid Amount exceeds ₹ 200,000 and in Shares that the Bid Amount multiples of [●] Equity
multiples of [●] Equity Shares exceeds ₹ 200,000 and in Shares thereafter
thereafter multiples of [●] Equity
Shares thereafter

Maximum Bid Such number of Equity Shares not Such number of Equity Such number of Equity
exceeding the Offer size, subject to Shares not exceeding the Shares so that the Bid
applicable limits Offer size, subject to Amount does not exceed
applicable limits ₹ 200,000

Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter

Mode of Allotment Compulsorily in dematerialised form

502
 Particulars QIBs(1) Non Institutional Investors Retail Individual
Bidders

Allotment Lot A minimum of [●] Equity Shares and thereafter in multiples of [●] Equity Share

Trading Lot One Equity Share

Who can apply(3) Public financial institutions as specified Resident Indian individuals, Resident Indian
in Section 2(72) of the Companies Act, Eligible NRIs, HUFs (in the individuals, Eligible
2013, scheduled commercial banks, name of Karta), companies, NRIs and HUFs (in the
multilateral and bilateral development corporate bodies, societies name of Karta)
financial institutions, mutual funds and trusts, Category III
registered with SEBI, FPIs other than Foreign Portfolio Investors,
Category III Foreign Portfolio sub-accounts of FIIs which
Investors, VCFs, AIFs, FVCIs, state are foreign corporate or
industrial development corporation, foreign individuals
insurance company registered with
IRDAI, provident fund with minimum
corpus of ₹ 250 million and pension
fund with minimum corpus of ₹ 250
million in accordance with applicable
law and National Investment Fund set
up by the Government, insurance funds
set up and managed by army, navy or
air force of the Union of India and
insurance funds set up and managed by
the Department of Posts, India

Terms of Payment Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder that is
specified in the ASBA Form at the time of submission of the ASBA Form.(4)

(1) Our Company in consultation with the Managers may allocate up to 60% of the QIB Category to Anchor Investors on a discretionary
basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the price at which allocation is being made to other Anchor Investors. For details, see “Offer
Procedure” beginning on page 506.

(2) Subject to valid Bids being received at or above the Offer Price. This Offer is being made in compliance with Regulation 45 of the
SECC Regulations. Further, this is an Offer in terms of Rule 19(2)(b)(iii) of the SCRR for at least 10% of the post-Offer paid-up equity
share capital of our Company. The Offer is being made through the Book Building Process wherein not more than 50% of the Offer
shall be available for allocation on a proportionate basis to QIBs, provided that our Company in consultation with the Managers may
allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis. 5% of the QIB Category (excluding the Anchor
Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB
Category shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual
Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for
allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Offer shall be available for allocation
to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer
Price.

(3) In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name should also appear
as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid
cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders. Our Company reserves the
right to reject, in its absolute discretion or any or all multiple Bids in any or all categories.

(4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms. For
details of terms of payment applicable to Anchor Investors, see “Offer Procedure – Part B - Section 7: Allotment Procedure and Basis
of Allotment” beginning on page 536.

Under-subscription, if any, in any category except the QIB Category, would be met with spill-over from the other categories
at the discretion of our Company in consultation with the Managers and the Stock Exchange.

In terms of the SECC Regulations, no person shall, directly or indirectly, acquire or hold shares in a recognised stock-
exchange unless he is a fit and proper person. Accordingly, in terms of the January Circular a declaration will be
included in the Bid cum Application Form confirming that the Bidder is a fit and proper person. Submission of the
Bid cum Application Form will be deemed to be a confirmation by the Bidder that such Bidder satisfies the fit and
proper criteria. Bidders should ensure that they confirm to the fit and proper criteria prescribed under Regulation 20
of the SECC Regulations while subscribing for the Equity Shares under the Offer. Failing the satisfaction of fit and

503
proper criteria, our Company reserves the right to reject any Bid without assigning any reason thereof.

Withdrawal of the Offer

Our Company, in consultation with the Managers, reserve the right not to proceed with the Offer after the Bid/Offer Opening
Date but before the Allotment. In such an event, our Company shall issue a public notice in the newspapers in which the pre-
Offer advertisements were published, within two days of the Bid/Offer Closing Date, or such other time as may be prescribed
by SEBI, providing reasons for not proceeding with the Offer. The Managers, through the Registrar to the Offer, shall notify
the SCSBs to unblock the bank accounts of the ASBA Bidders within one Working Day from the date of receipt of such
notification. Our Company shall also inform the same to the Stock Exchange on which the Equity Shares are proposed to be
listed.

If our Company withdraws the Offer after the Bid/Offer Closing Date and thereafter determine that they will proceed with a
fresh issue and/or offer for sale of the Equity Shares, our Company shall file a fresh draft red herring prospectus with SEBI.
Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock
Exchange, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the Prospectus after it is
filed with the RoC.

Bid/Offer Programme

BID/OFFER OPENS ON [●](1)

BID/OFFER CLOSES ON [●](2)

(1)
Our Company may, in consultation with the Managers, consider participation by Anchor Investors. The Anchor Investor Bid/Offer
Period shall be one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
(2)
Our Company may, in consultation with the Managers, consider closing the Bid/Offer Period for QIBs one day prior to the Bid/Offer
Closing Date in accordance with the SEBI ICDR Regulations.

An indicative timetable in respect of the Offer is set out below:

Event Indicative Date

Finalisation of Basis of Allotment with the Stock Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account On or about [●]
Credit of Equity Shares to demat accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchange On or about [●]

The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation on our
Company or the Selling Shareholders or the Managers.

While our Company and the Selling Shareholders shall ensure that all steps for the completion of the necessary
formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchange are taken
within six Working Days from the Bid/Offer Closing Date, the timetable may change due to various factors, such as
extension of the Bid/Offer Period by our Company, revision of the Price Band or any delay in receiving the final listing
and trading approval from the Stock Exchange. The commencement of trading of the Equity Shares will be entirely at
the discretion of the Stock Exchange and in accordance with the applicable laws. The Selling Shareholders confirm
that they shall extend complete co-operation required by our Company or the Managers for the completion of the
necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchange within six
Working Days from the Bid/Offer Closing Date.

Bids (other than Bids from Anchor Investors):

Bid/Offer Period (except the Bid/Offer Closing Date)

Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST
Bid/Offer Closing Date
Submission and Revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST

On the Bid/Offer Closing Date, the Bids shall be uploaded until:

(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Investors, and

(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchange, in case of Bids by Retail Individual
Bidders.

504
On Bid/Offer Closing Date, extension of time will be granted by the Stock Exchange only for uploading Bids received by
Retail Individual Bidders after taking into account the total number of Bids received and as reported by the Managers to the
Stock Exchange.

It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs would be rejected.

Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 1.00 p.m. IST on the Bid/Offer Closing Date.
Bidders are cautioned that, in the event a large number of Bids are received on the Bid/Offer Closing Date, as is typically
experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be
uploaded will not be considered for allocation under the Offer. Bids will be accepted only on business days i.e. Monday to
Friday (excluding any public/bank holiday). Our Company, the Selling Shareholders and the members of Syndicate are not
liable for any failure in uploading Bids due to faults in any software/hardware system or otherwise. Any time mentioned in
this Draft Red Herring Prospectus is Indian Standard Time.

In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum
Application Form, for a particular Bidder, the electronic book will be considered final.

Our Company in consultation with the Managers and upon due consideration of the recommendation of the Selling
Shareholders’ Committee, reserve the right to revise the Price Band during the Bid/Offer Period, provided that the Cap Price
shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity
Shares. The revision in the Price Band shall not exceed 20% on either side i.e. the Floor Price can move up or down to the
extent of 20% of the Floor Price and the Cap Price will be revised accordingly.

In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working
Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any
revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification
to the Stock Exchange, by issuing a press release, and also by indicating the change on the websites of the Managers
and at the terminals of the Syndicate Members.

505
 OFFER PROCEDURE

All Bidders should review the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI (“General Information
Document”) and including SEBI circular bearing number CIR/CFD/POLICYCELL/11/ 2015 dated November 10, 2015 and
SEBI circular bearing number SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 included below under “Part B –
General Information Document”, which highlights the key rules, processes and procedures applicable to public issues in
general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations. The
General Information Document has been updated to reflect the enactments and regulations, to the extent applicable to a
public issue. The General Information Document is also available on the websites of the Stock Exchange, the Managers.
Please refer to the relevant provisions of the General Information Document which are applicable to the Offer.

Our Company, the Selling Shareholders and the Managers do not accept any responsibility for the completeness and
accuracy of the information stated in this section and are not liable for any amendment, modification or change in the
applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their
independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the
investment limits or maximum number of the Equity Shares that can be held by them under applicable law or as specified in
this Draft Red Herring Prospectus.

PART A

Book Building Procedure

The Offer is being made through the Book Building Process wherein not more than 50% of the Offer shall be available for
allocation to QIBs on a proportionate basis, provided that our Company in consultation with the Managers, may allocate up to
60% of the QIB Category to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations of
which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from them at or above the
Anchor Investor Allocation Price. In case of under-subscription or non allocation in the Anchor Investor Portion, the
remaining Equity Shares will be added back to the QIB Category (other than Anchor Investor Portion) 5% of the QIB
Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds
only, and the remainder of the QIB Category shall be available for allocation on a proportionate basis to all QIB Bidders
(other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price.
Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors
and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer Price.

Under-subscription, if any, in any category, except in the QIB Category, would be allowed to be met with spill over from any
other category or combination of categories, at the discretion of our Company in consultation with the Managers and the
Designated Stock Exchange.

The Equity Shares, on Allotment, shall be traded only in the dematerialised form.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The
Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client
ID and PAN, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted
Equity Shares in physical form.

Bid cum Application Form

Copies of the ASBA Form and the abridged prospectus will be available with the Designated Intermediaries at the Bidding
Centres and the Registered Office. An electronic copy of the ASBA Form will also be available for download on the websites
of NSE (www.nseindia.com) and BSE (www.bseindia.com), at least one day prior to the Bid/Offer Opening Date.

Copies of the Anchor Investor Application Form will be available at the offices of the Managers.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process. Anchor
Investors are not permitted to participate in the Offer through the ASBA process.

ASBA Bidders must provide bank account details and authorisation to block funds in the relevant space provided in the
ASBA Form and the ASBA Forms that do not contain such details will be rejected.

ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary,
submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such
specified stamp are liable to be rejected.

506
The prescribed colour of the Bid cum Application Form for the various categories is as follows:

Category Colour of Bid cum

Application Form*
Resident Indians and Eligible NRIs applying on a non-repatriation basis White
Non-Residents including Eligible NRIs, FIIs, their sub-accounts (other than sub-accounts which are Blue
foreign corporates or foreign individuals Bidding under the QIB Category), FPI or FVCIs, registered
multilateral and bilateral development financial institutions applying on a repatriation basis
Anchor Investors White
*
Excluding electronic Bid cum Application Form

Designated Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms to respective SCSBs where the Bidder
has a bank account and shall not submit it to any non-SCSB or any Escrow Collection Bank.

Participation in the Offer by the category of Bidders set forth in “Offer Procedure - General Information Document for
Investing in Public Issues – Category of Investors Eligible to Participate in an Issue” on page 518, are subject to certain
additional conditions, prescribed under laws applicable to our Company, being a recognized stock exchange, including:

(i) In accordance with the SECC Regulations, clearing corporations are not permitted to participated in this Offer;

(ii) Bidders shall fulfill the criteria of being a ‘fit and proper’ person as defined in the SECC Regulations. For details,
see “Offer Procedure - Fit and proper criteria” on pages 507 to 508.

Further, for details on investment restrictions on acquisition of Equity Shares, see “Terms of the Offer – Compliance with the
SECC Regulations – Restrictions on shareholding” and “Restrictions on foreign ownership of Indian Securities” beginning on
page 495 and 546.

Fit and proper criteria

In terms of Regulation 19 of the SECC Regulations, no person shall, directly or indirectly, acquire or hold shares in a
recognised stock-exchange unless he is a ‘fit and proper’ person. The fit and proper criteria are set out under Regulation 20 of
the SECC Regulations which states that, a person shall be deemed to be a fit and proper person if such person complies with
the following:

(a) such person has a general reputation and record of fairness and integrity, including but not limited to-

(i) financial integrity;

(ii) good reputation and character; and

(iii) honesty.

(b) such person has not incurred any of the following disqualifications-

(i) the person, or any of its whole time directors or managing partners, has been convicted by a court for any
offence involving moral turpitude or any economic offence or any offence against the securities laws;

(ii) an order for winding up has been passed against the person;

(iii) the person, or any of its whole time directors or managing partners, has been declared insolvent and has not
been discharged;

(iv) an order, restraining, prohibiting or debarring the person, or any of its whole time directors or managing
partners, from dealing in securities or from accessing the securities market, has been passed by our Board or
any other regulatory authority, and a period of three years from the date of the expiry of the period specified
in the order has not elapsed;

(v) any other order against the person, or any of its whole time directors or managing partners, which has a
bearing on the securities market, has been passed by our Board or any other regulatory authority, and a
period of three years from the date of the order has not elapsed;

(vi) the person has been found to be of unsound mind by a court of competent jurisdiction and the finding is in
force; and

(vii) the person is financially not sound.

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In terms of the SEBI circular dated January 1, 2016 (the “January Circular”), Bidders will be required to provide a
declaration which will be included in the Bid cum Application Form confirming that the Bidder is a ‘fit and proper’ person
under the SECC Regulations. Submission of the Bid cum Application Form will be deemed to be a confirmation by the
Bidder that such Bidder satisfies the fit and proper criteria. The SECC Regulations also states that once the Equity Shares are
listed, the applicable regulation in relation to fit and proper criteria shall be made part of the contract note. The SECC
Regulations states that if any question arises as to whether a person is a fit and proper person, SEBI’s decision on such
question shall be final.

Participation by the Managers, the Syndicate Members and persons related to them.

The Managers and Syndicate Members shall not be allowed to purchase Equity Shares in this Offer in any manner, except
towards fulfilling their underwriting obligations. However, the associates and affiliates of the Managers and the Syndicate
Members may Bid for Equity Shares in the Offer, subject to such persons being eligible under applicable laws, either in the
QIB Category or in the Non-Institutional Category as may be applicable to such Bidders, where the allocation is on a
proportionate basis and such subscription may be on their own account or on behalf of their clients. All categories of
investors, including associates or affiliates of the Managers and Syndicate Members, shall be treated equally for the purpose
of allocation to be made on a proportionate basis, subject to applicable laws.

The Managers and any persons related to the Managers (other than Mutual Funds sponsored by entities related to the
Managers, respectively) cannot apply in the Offer under the Anchor Investor Portion.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the
Bid cum Application Form. Failing this, our Company and the Selling Shareholders reserve the right to reject any Bid without
assigning any reason thereof.

Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned
schemes for which such Bids are made.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with
SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids
provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.

No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% shall not be applicable for investments in case of
index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10%
of any company’s paid-up share capital carrying voting rights.

Bids by Eligible NRIs

Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Eligible NRIs bidding on
a repatriation basis by using the non-resident Bid cum Application Forms should authorise their SCSB to block their NRE
Accounts, or FCNR Accounts, and Eligible NRIs bidding on a non-repatriation basis by using resident Bid cum Application
Forms should authorise their SCSB to block their NRO Accounts for the full Bid Amount, at the time of the submission of the
Bid cum Application Form.

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white in
colour).

Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents
(blue in colour).

Bids by FPIs (including FIIs)

In terms of the SEBI FPI Regulations, an FII which holds a valid certificate of registration from SEBI shall be deemed to be a
registered FPI until the expiry of the block of three years for which fees have been paid as per the SEBI FII Regulations.
Accordingly, such FIIs can participate in this Offer in accordance with Schedule 2 of the FEMA Regulations. An FII shall not
be eligible to invest as an FII after registering as an FPI under the SEBI FPI Regulations.

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the same
set of ultimate beneficial owner(s) investing through multiple entities) must be below 10% of our post-Offer Equity Share
capital. In accordance with the foreign investment limits applicable to our Company, total foreign investment including FPI
investment may be upto 49% of the total paid-up Equity Share capital of our Company. Further, in terms of the FEMA
Regulations, the total holding by each FPI, an FII or sub account shall be below 10% of the total paid-up Equity Share capital

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of our Company and the total holdings of all FPIs put together shall not exceed 24% of the paid-up Equity Share capital of
our Company. The aggregate limit of 24% may be increased up to the sectoral cap by way of a resolution passed by our
Board of Directors followed by a special resolution passed by our Shareholders and subject to prior intimation to RBI. In
terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs as
well as holding of FIIs (being deemed FPIs) shall be included.

FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified
by the Government from time to time.

In terms of the SECC Regulations and the FEMA Regulations, no person resident outside India directly or indirectly, either
individually or together with persons acting in concert shall acquire or hold more than 5% of the total paid-up Equity Share
capital our Company and the combined holding of all persons resident outside India cannot exceed 49% of the total paid-up
Equity Share capital of our Company.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 22
of the SEBI FPI Regulations and circulars issued in this regard, an FPI, other than Category III Foreign Portfolio Investors
and unregulated broad based funds, which are classified as Category II Foreign Portfolio Investors by virtue of their
investment manager being appropriately regulated, may issue, subscribe or otherwise deal in offshore derivative instruments
(as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI
against securities held by it that are listed or proposed to be listed on any recognised stock exchange in India, as its
underlying) directly or indirectly, only if (i) such offshore derivative instruments are issued only to persons who are regulated
by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with ‘know
your client’ norms. An FPI is also required to ensure that no further issue or transfer of any offshore derivative instrument is
made by, or on behalf of, it to any persons that are not regulated by an appropriate foreign regulatory authority.

An FPI is also required to ensure that any transfer of offshore derivative instrument is made by, or on behalf of it subject to
the following conditions:

(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and

(b) prior consent of the foreign portfolio investor is obtained for such transfer, except when the persons to whom the
offshore derivative instruments are to be transferred to are pre-approved by the foreign portfolio investor.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the FPI Regulations is required to
be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid without
assigning any reason. An FII or sub-account may, subject to payment of conversion fees under the SEBI FPI Regulations,
participate in the Offer, until the expiry of its registration as a FII or sub-account, or until it obtains a certificate of registration
as FPI, whichever is earlier. Further, in case of Bids made by SEBI-registered FIIs or sub-accounts, which are not registered
as FPIs, a certified copy of the certificate of registration as an FII issued by SEBI is required to be attached to the Bid cum
Application Form, failing which our Company reserves the right to reject any Bid without assigning any reason.

Bids by SEBI registered VCFs, AIFs and FVCIs

The SEBI FVCI Regulations and the SEBI AIF Regulations inter-alia prescribe the investment restrictions on the VCFs,
FVCIs and AIFs registered with SEBI.

The holding by any individual VCF registered with SEBI in one venture capital undertaking should not exceed 25% of the
corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by way of subscription to
an initial public offering.

The category I and II AIFs cannot invest more than 25% of the investible funds in one investee company. A category III AIF
cannot invest more than 10% of the investible funds in one investee company. A venture capital fund registered as a category
I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way of subscription to an initial
public offering of a venture capital undertaking. Additionally, the VCFs which have not re-registered as an AIF under the
SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme
managed by the fund is wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF
Regulations.

There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with other
categories for the purpose of allocation.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if
any, will be payable in Indian Rupees only and net of bank charges and commission.

Bids by limited liability partnerships

509
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum
Application Form. Failing this, our Company reserves the right to reject any Bid without assigning any reason thereof.

Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued
by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum
Application Form, failing which our Company and the Selling Shareholders reserve the right to reject any Bid by a banking
company without assigning any reason.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949, as
amended (“Banking Regulation Act”), and the Reserve Bank of India (Financial Services provided by Banks) Directions,
2016, is 10% of the paid-up share capital of the investee company not being its subsidiary engaged in non-financial services
or 10% of the banks’ own paid-up share capital and reserves, whichever is lower. However, a banking company would be
permitted to invest in excess of 10% but not exceeding 30% of the paid up share capital of such investee company if (i) the
investee company is engaged in non-financial activities permitted for banks in terms of Section 6(1) of the Banking
Regulation Act, or (ii) the additional acquisition is through restructuring of debt / corporate debt restructuring / strategic debt
restructuring, or to protect the banks’ interest on loans / investments made to a company. The bank is required to submit a
time bound action plan for disposal of such shares within a specified period to RBI. A banking company would require a prior
approval of RBI to make (i) investment in a subsidiary and a financial services company that is not a subsidiary (with certain
exception prescribed), and (ii) investment in a non-financial services company in excess of 10% of such investee company’s
paid up share capital as stated in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016. Further, the aggregate investment by a banking company in subsidiaries and other entities engaged in
financial and non-financial services company cannot exceed 20% of the investee company’s paid-up share capital and
reserves.

In terms of SECC Regulations, among others, banking companies are permitted either directly or indirectly, either
individually or together with persons acting in concert, to acquire or hold, up to 15% of the paid up Equity Share capital of
our Company, subject to prior approval of SEBI. For details, see “Terms of the Offer – Compliance with the SECC
Regulations – Restrictions on shareholding” beginning on page 495.

Bids by SCSBs

SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars dated September 13, 2012 and
January 2, 2013. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they
should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used
solely for the purpose of making application in public issues and clear demarcated funds should be available in such account
for such applications.

Bids by insurance companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued
by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid
without assigning any reason thereof.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment)
Regulations, 2000 as amended are broadly set forth below:

(a) equity shares of a company: the lower of 10*% of the outstanding Equity Shares (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;

(b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15%
of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies
belonging to the group, whichever is lower; and

(c) the industry sector in which the investee company belong to: not more than 15% of the fund of a life insurer or a
general insurer or a reinsurer or 15% of the investment asset, whichever is lower.

The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of
the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and (c) above, as the case
may be.
*
The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies
with investment assets of ₹ 2,500,000 million or more and 12% of outstanding equity shares (face value) for insurers with

510
investment assets of ₹ 500,000 million or more but less than ₹ 2,500,000 million.

Insurance companies participating in this Offer shall comply with all applicable regulations, guidelines and circulars issued
by IRDAI from time to time.

In terms of SECC Regulations, among others, insurance companies are permitted either directly or indirectly, either
individually or together with persons acting in concert, to acquire or hold, up to 15% of the paid up Equity Share capital of
our Company subject to prior approval of SEBI. For details, see “Restrictions on Foreign Ownership of Indian Securities” on
page 546.

Bids by provident funds/pension funds

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹ 250 million, a
certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be
attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid, without assigning
any reason thereof.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, eligible
FPIs (including FIIs), Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force of the India,
insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a
minimum corpus of ₹ 250 million (subject to applicable law) and pension funds with a minimum corpus of ₹ 250 million, a
certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy
of the memorandum of association and articles of association and/or bye laws must be lodged along with the Bid cum
Application Form, as the case may be. Failing this, our Company reserves the right to accept or reject any Bid in whole or in
part, in either case, without assigning any reason thereof.

Our Company in consultation with the Managers in its absolute discretion, reserves the right to relax the above condition of
simultaneous lodging of the power of attorney along with the Bid cum Application Form.

General Instructions

Do’s:

1. Check if you are eligible to apply as per the terms of this Draft Red Herring Prospectus and under applicable law,
rules, regulations, guidelines and approvals;

2. Ensure that you have Bid within the Price Band;

3. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;

4. Read all the instructions carefully and complete the Bid cum Application Form, in the prescribed form;

5. Ensure that the details about the PAN, DP ID and Client ID are correct and the Bidders depository account is active,
as Allotment of the Equity Shares will be in the dematerialised form only;

6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Center within the prescribed time;

7. If the first applicant is not the bank account holder, ensure that the Bid cum Application Form is signed by the
account holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form;

8. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;

9. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form
should contain the name of only the First Bidder whose name should also appear as the first holder of the beneficiary
account held in joint names;

10. Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form in the form of
a counterfoil or by specifying the application number for all your Bid options from the concerned Designated
Intermediary;

11. Instruct your respective banks not to release the funds blocked in ASBA account until six Working Days from the
Bid/Offer Closing Date.

511
12. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the Bid cum Application Form under the ASBA process to the respective member of the Syndicate (in the
Specified Locations), the SCSBs, the Registered Broker (at the Broker Centres), the RTA (at the Designated RTA
Locations) or CDP (at the Designated CDP Locations);

13. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a
revised acknowledgement;

14. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of the SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the
securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms of the SEBI circular dated
July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders
should mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and
officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic
Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a
suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of
residents of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which
PAN is not mentioned will be rejected;

15. Ensure that the Demographic Details are updated, true and correct in all respects;

16. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;

17. Ensure that the category and the investor status is indicated;

18. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents, including copy of power of attorney are submitted;

19. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian
laws;

20. Bidders should note that in case the DP ID, Client ID and PAN mentioned in their Bid cum Application Form and
entered into the online IPO system of the Stock Exchange by the relevant Designated Intermediary, as the case may
be, matches with the DP ID, Client ID and PAN available in the Depository database;

21. Ensure while Bidding through a Designated Intermediary that the Bid cum Application Form is submitted to a
Designated Intermediary only in the Specified Locations and that the SCSB where the ASBA Account, as specified
in the Bid cum Application Form, is maintained has named at least one branch at that location for the Designated
Intermediary to deposit Bid cum Application Forms (a list of such branches is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries).

22. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have
otherwise provided an authorisation to the SCSB via the electronic mode, for blocking funds in the ASBA Account
equivalent to the Bid Amount mentioned in the Bid cum Application Form, as the case may be, at the time of
submission of the Bid;

23. Ensure that you have mentioned the correct ASBA Account number in the Bid cum Application Form;

24. If you are a person resident outside India, ensure that your Bid does not exceed such number of Equity Shares that
would result in you acquiring or holding, directly or indirectly either individually or together with persons acting in
concert more than 5% of the post-Offer paid-up Equity Share capital of our Company or such other percentage as
may be prescribed by law from time to time;

25. In the event that your Bid results in your shareholding (directly or indirectly, individually or together with persons
acting in concert and including existing shareholding, if any) exceeding 2% of the post-Offer paid-up Equity Share
capital of our Company, you will be required to seek the approval of SEBI in accordance with the provisions of the
SECC Regulations within 15 days from the date of Allotment;

26. In case of resident investor, in the event that your Bid results in your shareholding (either directly or indirectly,
individually or together with persons acting in concert and including existing shareholding, if any) exceeding 5% of
the post-Offer paid-up Equity Share capital of our Company, affix a clear legible self certified copy of the approval
obtained from SEBI along with the Bid cum Application Form. The Bidders shall also deliver the self certified copy
of the approval obtained from SEBI to the Registrar to the Offer within one Working Day of the Bid/Offer Closing

512
 Date; and

27. If you are a trading member and you, together with your associates and agents and other trading members along with
their associates and agents hold 45% of the paid-up Equity Share capital of our Company, you shall seek prior
approval of our Company before applying in the Offer.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Don’ts:

1. Do not Bid for lower than the minimum Bid size;

2. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;

3. Do not pay the Bid Amount in cheques, demand drafts, by cash, money order, by postal order or by stock invest;

4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;

5. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors (subject to the Bid Amount being
above ₹ 200,000))

6. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;

7. Do not Bid for a Bid Amount exceeding ₹ 200,000 (for Bids by Retail Individual Bidders);

8. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size and/or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations
or maximum amount permissible under the applicable regulations or under the terms of the Red Herring Prospectus;

9. Do not submit Bid for an amount more than funds available in your ASBA Account;

10. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Bidder;

11. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;

12. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);

13. Do not submit more than five Bid cum Application Forms per ASBA Account;

14. Anchor Investors should not bid through the ASBA process; and

15. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be,
after you have submitted a Bid to any of the Designated Intermediaries.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Payment into Escrow Account for Anchor Investors

Our Company in consultation with the Managers will decide the list of Anchor Investors to whom the CAN will be sent,
pursuant to which the details of the Equity Shares allocated to them in their respective names will be notified to such Anchor
Investors. Anchor Investors may submit their Bids with Managers only. Anchor Investors are not permitted to Bid in the
Offer through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS or
NEFT). For Anchor Investors, the payment instruments for payment into the Escrow Account should be drawn in favour of:

(a) In case of resident investors: “[●]”

(b) In case of Non-Resident investors: “[●]”

Pre- Offer Advertisement

Subject to Section 30 of the Companies Act, 2013, our Company shall, after registering the Red Herring Prospectus with the
RoC, publish a pre-Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in [●] editions of the English
national newspaper [●], [●] editions of the Hindi national newspaper [●], and [●] edition of the Marathi newspaper [●], each

513
with wide circulation.

Signing of the Underwriting Agreement and the RoC Filing

(a) Our Company and the Selling Shareholders intend to enter into an Underwriting Agreement with the Underwriters
after the finalisation of the Offer Price.

(b) After signing the Underwriting Agreement, our Company will file the Prospectus with the RoC. The Prospectus will
contain details of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting arrangements and
will be complete in all material respects.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013, which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or

(b) makes or abets making of multiple applications to a company in different names or in different combinations of
his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment for a term which shall not be
less than six months extending up to 10 years (provided that where the fraud involves public interest, such term shall not be
less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of
such amount.

Undertakings by our Company

Our Company undertakes the following:

 the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;

 all steps for completion of the necessary formalities for listing and commencement of trading at the Stock Exchange
where the Equity Shares are proposed to be listed are taken within six Working Days of the Bid/Offer Closing Date
will be taken;

 the funds required for making refunds (to the extent applicable) as per the mode(s) disclosed shall be made available
to the Registrar to the Offer by our Company;

 if Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable law. If there is delay beyond the
prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR
Regulations and applicable law for the delayed period;

 where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall be sent to the applicant within the time prescribed under applicable law, giving details of the bank where
refunds shall be credited along with amount and expected date of electronic credit of refund;

 intimation of the credit of securities/refund orders to Eligible NRIs shall be despatched within specified time;

 no further issue of the Equity Shares shall be made till the Equity Shares offered through the Red Herring Prospectus
are listed or until the Bid monies are refunded/unblocked in ASBA Account on account of non-listing, under-
subscription, etc.;

 adequate arrangements shall be made to collect all Bid cum Application Forms.

Undertakings by the Selling Shareholders

The Selling Shareholders undertake that:

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 the Equity Shares offered by them in the Offer have been held by them for a period of at least one year prior to the
filing of this Draft Red Herring Prospectus with SEBI, except for such Equity Shares that have been issued to them
by our Company as a result of the bonus issue made pursuant to our Board resolution dated October 4, 2016 and
Shareholders’ resolution dated November 10, 2016 where the underlying Equity Share (on which the bonus issue
was made) have been held continuously for a period of one year prior to the filing of the Draft Red Herring
Prospectus) or have been issued or received in accordance with Regulation 26(6) of the SEBI ICDR Regulations;

 they shall not have access to monies raised in the Offer until final listing and trading approvals have been received
from the Stock Exchange;

 they shall take all steps and provide all reasonable assistance to our Company, the Managers as may be required for
the completion of the necessary formalities for listing and commencement of trading at the Stock Exchange within
six Working Days from the Bid/Offer Closing Date, failing which they shall forthwith repay without interest all
monies received from Bidders to the extent of the Equity Shares offered for sale by them in the Offer. In case of
delay, interest as per applicable law shall be paid by the them;

 they shall not offer, lend, pledge, charge, transfer or otherwise encumber, sell, dispose off any of the Equity Shares
held by them except the Equity Shares being offered in the Offer until such time that the lock-in remains effective
save and except as may be permitted under the SEBI ICDR Regulations and the OFS Notice;

 they shall ensure that the Equity Shares being offered by them in the Offer, shall be transferred to the successful
Bidders within the time specified under applicable law;

 they shall provide reasonable assistance to our Company and the Managers for dispatch of the refund orders or
Allotment Advice to successful Bidders within the time specified under applicable law; and

 The Selling Shareholders will assist our Company as may be required by our Company, the Managers in redressal of
such investor grievances that pertain to the Equity Shares held by it and being offered pursuant to the Offer.

Utilisation of Offer Proceeds

The Selling Shareholders along with our Company declare that all monies received out of the Offer shall be credited/
transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 40 of the
Companies Act, 2013.

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 PART B

General Information Document for Investing in Public Issues

This General Information Document highlights the key rules, processes and procedures applicable to public issues in
accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations. Please note that
the General Information Document does not highlight the key provisions of the SECC Regulations and other applicable laws
to our Company. Prospective investors are therefore advised to read this section in conjunction with “Regulations and
Policies”, “Offer Procedure – Part A”, “Terms of the Offer” and “Offer Structure” beginning on pages 177, 506, 493 and
506, respectively. Bidders/Applicants should not construe the contents of this General Information Document as legal advice
and should consult their own legal counsel and other advisors in relation to the legal matters concerning the issue. For
taking an investment decision, the Bidders/Applicants should rely on their own examination of the issuer and the issue, and
should carefully read the Red Herring Prospectus/Prospectus before investing in the issue.

SECTION 1: PURPOSE OF THE GENERAL INFORMATION DOCUMENT (GID)

This document is applicable to the public issues undertaken through the Book-Building Process as well as to the Fixed Price
issues. The purpose of the “General Information Document for Investing in Public Issues” is to provide general guidance to
potential Bidders/Applicants in IPOs and FPOs, on the processes and procedures governing IPOs and FPOs, undertaken in
accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 (“SEBI ICDR Regulations, 2009”).

Bidders/Applicants should note that investment in equity and equity related securities involves risk and Bidder/Applicant
should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. The specific terms
relating to securities and/or for subscribing to securities in an Issue and the relevant information about the Issuer undertaking
the Issue are set out in the Red Herring Prospectus (“RHP”)/Prospectus filed by the Issuer with the Registrar of Companies
(“RoC”). Bidders/Applicants should carefully read the entire RHP/Prospectus and the Bid cum Application Form/Application
Form and the Abridged Prospectus of the Issuer in which they are proposing to invest through the Issue. In case of any
difference in interpretation or conflict and/or overlap between the disclosure included in this document and the
RHP/Prospectus, the disclosures in the RHP/Prospectus shall prevail. The RHP/Prospectus of the Issuer is available on the
websites of stock exchanges, on the website(s) of the BRLM(s) to the Issue and on the website of Securities and Exchange
Board of India (“SEBI”) at www.sebi.gov.in.

For the definitions of capitalised terms and abbreviations used herein Bidders/Applicants may see “Glossary and
Abbreviations”.

SECTION 2: BRIEF INTRODUCTION TO IPOs/FPOs

2.1 Initial public offer (IPO)

An IPO means an offer of specified securities by an unlisted Issuer to the public for subscription and may include an
Offer for Sale of specified securities to the public by any existing holder of such securities in an unlisted Issuer.

For undertaking an IPO, an Issuer is inter-alia required to comply with the eligibility requirements of in terms of
either Regulation 26(1) or Regulation 26(2) of the SEBI ICDR Regulations, 2009. For details of compliance with the
eligibility requirements by the Issuer, Bidders/Applicants may refer to the RHP/Prospectus.

2.2 Further public offer (FPO)

An FPO means an offer of specified securities by a listed Issuer to the public for subscription and may include Offer
for Sale of specified securities to the public by any existing holder of such securities in a listed Issuer.

For undertaking an FPO, the Issuer is inter-alia required to comply with the eligibility requirements in terms of
Regulation 26/ Regulation 27 of the SEBI ICDR Regulations, 2009. For details of compliance with the eligibility
requirements by the Issuer, Bidders/Applicants may refer to the RHP/Prospectus.

2.3 Other Eligibility Requirements:

In addition to the eligibility requirements specified in paragraphs 2.1 and 2.2, an Issuer proposing to undertake an
IPO or an FPO is required to comply with various other requirements as specified in the SEBI ICDR Regulations,
2009, the Companies Act, 2013, the Companies Act, 1956 (to the extent applicable), the Securities Contracts
(Regulation) Rules, 1957 (“SCRR”), industry-specific regulations, if any, and other applicable laws for the time
being in force.

For details in relation to the above Bidders/Applicants may refer to the RHP/Prospectus.

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2.4 Types of Public Offers – Fixed Price Offers and Book Built Offers

In accordance with the provisions of the SEBI ICDR Regulations, 2009, an Issuer can either determine the Issue
Price through the Book Building Process (“Book Built Issue”) or undertake a Fixed Price Issue (“Fixed Price
Issue”). An Issuer may mention Floor Price or Price Band in the RHP (in case of a Book Built Issue) and a Price or
Price Band in the Draft Prospectus (in case of a fixed price Issue) and determine the price at a later date before
registering the Prospectus with the Registrar of Companies.

The cap on the Price Band should be less than or equal to 120% of the Floor Price. The Issuer shall announce the
Price or the Floor Price or the Price Band through advertisement in all newspapers in which the pre-issue
advertisement was given at least five Working Days before the Bid/Issue Opening Date, in case of an IPO and at
least one Working Day before the Bid/Issue Opening Date, in case of an FPO.

The Floor Price or the Issue price cannot be lesser than the face value of the securities.

Bidders/Applicants should refer to the RHP/Prospectus or Issue advertisements to check whether the Issue is a Book
Built Issue or a Fixed Price Issue.

2.5 ISSUE PERIOD

The Issue may be kept open for a minimum of three Working Days (for all category of Bidders/Applicants) and not
more than ten Working Days. Bidders/Applicants are advised to refer to the Bid cum Application Form and
Abridged Prospectus or RHP/Prospectus for details of the Bid/Issue Period. Details of Bid/Issue Period are also
available on the website of the Stock Exchange(s).

In case of a Book Built Issue, the Issuer may close the Bid/Issue Period for QIBs one Working Day prior to the
Bid/Issue Closing Date if disclosures to that effect are made in the RHP. In case of revision of the Floor Price or
Price Band in Book Built Issues the Bid/Issue Period may be extended by at least three Working Days, subject to the
total Bid/Issue Period not exceeding 10 Working Days. For details of any revision of the Floor Price or Price Band,
Bidders/Applicants may check the announcements made by the Issuer on the websites of the Stock Exchanges, and
the advertisement in the newspaper(s) issued in this regard.

2.6 FLOWCHART OF TIMELINES

A flow chart of process flow in Fixed Price and Book Built Issues is as follows. Bidders/Applicants may note that
this is not applicable for Fast Track FPOs:

 In case of Issue other than Book Built Issue (Fixed Price Issue) the process at the following of the below
mentioned steps shall be read as:

i. Step 7: Determination of Issue Date and Price

ii. Step 10: Applicant submits ASBA Form with any of the Designated Intermediaries.

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 SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN ISSUE

Each Bidder/Applicant should check whether it is eligible to apply under applicable law. Furthermore, certain categories of
Bidders/Applicants, such as NRIs, FIIs, FPIs and FVCIs may not be allowed to Bid/Apply in the Issue or to hold Equity
Shares, in excess of certain limits specified under applicable law. Bidders/Applicants are requested to refer to the
RHP/Prospectus for more details.

Subject to the above, an illustrative list of Bidders/Applicants is as follows:

 Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, in single or
joint names (not more than three);

 Bids/Applications belonging to an account for the benefit of a minor (under guardianship);

 Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/Applicant should specify that
the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows:
“Name of sole or first Bidder/Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the
name of the Karta”. Bids/Applications by HUFs may be considered at par with Bids/Applications from individuals;

 Companies, corporate bodies and societies registered under applicable law in India and authorised to invest in equity
shares;

 Scientific and/or industrial research organisations authorised in India to invest in the Equity Shares;

 QIBs;

 NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable law;

 Indian Financial Institutions, regional rural banks, co-operative banks (subject to RBI regulations and the SEBI
ICDR Regulations, 2009 and other laws, as applicable);

 FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or foreign
individual, bidding under the QIBs category;

 Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals Bidding only under
the Non Institutional Investors (“NIIs”) category;

 FPIs other than Category III foreign portfolio investors, Bidding under the QIBs category;

 FPIs which are Category III foreign portfolio investors, Bidding under the NIIs category;

 Trusts/societies registered under the Societies Registration Act, 1860, or under any other law relating to
trusts/societies and who are authorised under their respective constitutions to hold and invest in equity shares;

 Limited liability partnerships registered under the Limited Liability Partnership Act, 2008;

 Any other person eligible to Bid/Apply in the Issue, under the laws, rules, regulations, guidelines and policies
applicable to them and under Indian laws; and

 As per the existing regulations, OCBs are not allowed to participate in an Issue.

SECTION 4: APPLYING IN THE ISSUE

Book Built Issue: Bidders/Applicants should only use the specified ASBA Form (or in case of Anchor Investors, the Anchor
Investor Application Form) either bearing the stamp of the Designated Intermediary, as available or downloaded from the
websites of the Stock Exchanges. Bid cum Application Forms are available with the Designated Intermediaries at the Bidding
Centres and at the registered office of the Issuer. Electronic Bid cum Application Forms will be available on the websites of
the Stock Exchanges at least one day prior to the Bid/Issue Opening Date. For further details, regarding availability of Bid
cum Application Forms, Bidders/Applicants may refer to the RHP/Prospectus.

Fixed Price Issue: Applicants should only use the specified Bid cum Application Form bearing the stamp of the relevant
Designated Intermediaries, as available or downloaded from the websites of the Stock Exchanges. Application Forms are
available with the Designated Branches of the SCSBs and at the Registered and Corporate Office of the Issuer. For further
details, regarding availability of Application Forms, Applicants may refer to the Prospectus.

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Bidders/Applicants should ensure that they apply in the appropriate category. The prescribed colour of the Bid cum
Application Form for various categories of Bidders/Applicants is as follows:

Category Colour of the Bid cum

Application Form
Resident Indian, Eligible NRIs applying on a non repatriation basis White
NRIs, FVCIs, FIIs, their sub-accounts (other than sub-accounts which are foreign corporate(s) Blue
or foreign individuals bidding under the QIB), FPIs, on a repatriation basis
Anchor Investors (where applicable) & Bidders/Applicants Bidding/applying in the reserved As specified by the Issuer
category

Securities issued in an IPO can only be in dematerialised form in accordance with Section 29 of the Companies Act, 2013.
Bidders/Applicants will not have the option of getting the Allotment of specified securities in physical form. However, they
may get the specified securities rematerialised subsequent to Allotment.

4.1 INSTRUCTIONS FOR FILLING THE BID CUM APPLICATION FORM/APPLICATION FORM

Bidders/Applicants may note that forms not filled completely or correctly as per instructions provided in this GID,
the RHP and the Bid cum Application Form/Application Form are liable to be rejected.

Instructions to fill each field of the Bid cum Application Form can be found on the reverse side of the Bid cum
Application Form. Specific instructions for filling various fields of the Resident Bid cum Application Form and
Non-Resident Bid cum Application Form and samples are provided below. The samples of the Bid cum Application
Form for resident Bidders/Applicants and the Bid cum Application Form for non-resident Bidders/Applicants are
reproduced below:

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Application Form – For Residents

520
Application Form – For Non – Residents

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4.1.1 FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/FIRST BIDDER/APPLICANT

(a) Bidders/Applicants should ensure that the name provided in this field is exactly the same as the name in
which the Depository Account is held.

(b) Mandatory Fields: Bidders/Applicants should note that the name and address fields are compulsory and e-
mail and/or telephone number/mobile number fields are optional. Bidders/Applicants should note that the
contact details mentioned in the Bid cum Application Form/Application Form may be used to dispatch
communications, including letters notifying the unblocking of the bank accounts of Bidders (other than
Anchor Investors) in case the communication sent to the address available with the Depositories are
returned undelivered or are not available. The contact details provided in the Bid cum Application Form
may be used by the Issuer, the Designated Intermediaries and the Registrar to the Issue only for
correspondence(s) related to an Issue and for no other purposes.

(c) Joint Bids/Applications: In the case of Joint Bids/Applications, the Bids/Applications should be made in
the name of the Bidder/Applicant whose name appears first in the Depository account. The name so entered
should be the same as it appears in the Depository records. The signature of only such first
Bidder/Applicant would be required in the Bid cum Application Form/Application Form and such first
Bidder/Applicant would be deemed to have signed on behalf of the joint holders. All communications may
be addressed to such Bidder/Applicant and may be dispatched to his or her address as per the Demographic
Details received from the Depositories.

(d) Impersonation: Attention of the Bidders/Applicants is specifically drawn to the provisions of sub-section
(1) of Section 38 of the Companies Act, 2013 which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities
to him, or to any other person in a fictitious name,

shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment for a term
which shall not be less than six months extending up to 10 years (provided that where the fraud involves
public interest, such term shall not be less than three years) and fine of an amount not less than the amount
involved in the fraud, extending up to three times of such amount.

(e) Nomination Facility to Bidder/Applicant: Nomination facility is available in accordance with the
provisions of Section 72 of the Companies Act, 2013. In case of Allotment of the Equity Shares in
dematerialised form, there is no need to make a separate nomination as the nomination registered with the
Depository may prevail. For changing nominations, the Bidders/Applicants should inform their respective
CDP.

4.1.2 FIELD NUMBER 2: PAN OF SOLE/FIRST BIDDER/APPLICANT

(a) PAN (of the sole/first Bidder/Applicant) provided in the Bid cum Application Form/Application Form
should be exactly the same as the PAN of the person(s) in whose sole or first name the relevant beneficiary
account is held as per the Depositories’ records.

(b) PAN is the sole identification number for participants transacting in the securities market irrespective of the
amount of transaction except for Bids/Applications on behalf of the Central or State Government,
Bids/Applications by officials appointed by the courts and Bids/Applications by Bidders/Applicants
residing in Sikkim (“PAN Exempted Bidders/Applicants”). Consequently, all Bidders/Applicants, other
than the PAN Exempted Bidders/Applicants, are required to disclose their PAN in the Bid cum Application
Form/Application Form, irrespective of the Bid/Application Amount. Bid cum Application
Form/Application Form without PAN, except in case of Exempted Bidders/Applicants, is liable to be
rejected. Bids/Applications by the Bidders/Applicants whose PAN is not available as per the Demographic
Details available in their Depository records, are liable to be rejected.

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 (c) The exemption for the PAN Exempted Bidders/Applicants is subject to (a) the Demographic Details
received from the respective Depositories confirming the exemption granted to the beneficiary owner by a
suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the
case of residents of Sikkim, the address as per the Demographic Details evidencing the same.

(d) Bid cum Application Forms which provide the General Index Register Number instead of PAN may be
rejected.

(e) Bids by Bidders/Applicants whose demat accounts have been ‘suspended for credit’ are liable to be rejected
pursuant to the circular issued by SEBI on July 29, 2010, bearing number CIR/MRD/DP/22/2010. Such
accounts are classified as “Inactive demat accounts” and Demographic Details are not provided by
depositories.

4.1.3 FIELD NUMBER 3: BIDDERS/APPLICANTS DEPOSITORY ACCOUNT DETAILS

(a) Bidders/Applicants should ensure that DP ID and the Client ID are correctly filled in the Bid cum
Application Form. The DP ID and Client ID provided in the Bid cum Application Form should match with
the DP ID and Client ID available in the Depository database, otherwise, the Bid cum Application Form
is liable to be rejected.

(b) Bidders/Applicants should ensure that the beneficiary account provided in the Bid cum Application Form is
active.

(c) Bidders/Applicants should note that on the basis of the DP ID and Client ID as provided in the Bid cum
Application Form, the Bidder/Applicant may be deemed to have authorised the Depositories to provide to
the Registrar to the Issue, any requested Demographic Details of the Bidder/Applicant as available on the
records of the depositories. These Demographic Details may be used, among other things, for unblocking of
ASBA Account or for other correspondence(s) related to an Issue.

(d) Bidders/Applicants are advised to update any changes to their Demographic Details as available in the
records of the Depository Participant to ensure accuracy of records. Any delay resulting from failure to
update the Demographic Details would be at the Bidders’/Applicants’ sole risk.

4.1.4 FIELD NUMBER 4: BID OPTIONS

(a) Price or Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) may be disclosed in the
Prospectus/RHP by the Issuer. The Issuer is required to announce the Floor Price or Price Band, minimum
Bid Lot and Discount (if applicable) by way of an advertisement in at least one English, one Hindi and one
regional newspaper, with wide circulation, at least five Working Days before Bid/Issue Opening Date in
case of an IPO, and at least one Working Day before Bid/Issue Opening Date in case of an FPO.

(b) The Bidders/Applicants may Bid at or above Floor Price or within the Price Band for IPOs/FPOs
undertaken through the Book Building Process. In the case of Alternate Book Building Process for an FPO,
the Bidders/Applicants may Bid at Floor Price or any price above the Floor Price (For further details
Bidders/Applicants may refer to (Section 5.6 (e))

(c) Cut-Off Price: Retail Individual Investors or Employees or Retail Individual Shareholders can Bid at the
Cut-off Price indicating their agreement to Bid for and purchase the Equity Shares at the Issue Price as
determined at the end of the Book Building Process. Bidding at the Cut-off Price is prohibited for QIBs and
NIIs and such Bids from QIBs and NIIs may be rejected.

(d) Minimum Application Value and Bid Lot: The Issuer in consultation with the Managers may decide the
minimum number of Equity Shares for each Bid to ensure that the minimum application value is within the
range of ₹ 10,000 to ₹ 15,000. The minimum Bid Lot is accordingly determined by an Issuer on basis of
such minimum application value.

(e) Allotment: The Allotment of specified securities to each RII shall not be less than the minimum Bid Lot,
subject to availability of shares in the RII category, and the remaining available shares, if any, shall be
Allotted on a proportionate basis. For details of the Bid Lot, Bidders/Applicants may to the RHP/Prospectus
or the advertisement regarding the Price Band published by the Issuer.

4.1.4.1 Maximum and Minimum Bid Size

(c) The Bidder/Applicant may Bid for the desired number of Equity Shares at a specific price. Bids by Retail
Individual Investors, Employees and Retail Individual Shareholders must be for such number of shares so as

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 to ensure that the Bid Amount less Discount (as applicable), payable by the Bidder/Applicant does not
exceed ₹ 200,000.

(d) In case the Bid Amount exceeds ₹ 200,000 due to revision of the Bid or any other reason, the Bid may be
considered for allocation under the Non-Institutional Category (with it not being eligible for Discount, if
any), then such Bid may be rejected if it is at the Cut-off Price.

(e) For NRIs, a Bid Amount of up to ₹ 200,000 may be considered under the Retail Category for the purposes
of allocation and a Bid Amount exceeding ₹ 200,000 may be considered under the Non-Institutional
Category for the purposes of allocation.

(f) Bids by QIBs and NIIs must be for such minimum number of shares such that the Bid Amount exceeds ₹
200,000 and in multiples of such number of Equity Shares thereafter, as may be disclosed in the Bid cum
Application Form and the RHP/Prospectus, or as advertised by the Issuer, as the case may be. Non-
Institutional Investors and QIBs are not allowed to Bid at Cut-off Price.

(g) In case the Bid Amount reduces to ₹ 200,000 or less due to a revision of the Price Band, Bids by the Non-
Institutional Investors who are eligible for allocation in the Retail Category would be considered for
allocation under the Retail Category.

(h) For Anchor Investors, if applicable, the Bid Amount shall be least ₹ 10 crores. One-third of the Anchor
Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors.
Bids by various schemes of a Mutual Fund shall be aggregated to determine the Bid Amount. A Bid cannot
be submitted for more than 60% of the QIB Category under the Anchor Investor Portion. Anchor Investors
cannot withdraw their Bids or lower the size of their Bids (in terms of quantity of Equity Shares or the Bid
Amount) at any stage after the Anchor Investor Bid/Issue Period and are required to pay the Bid Amount at
the time of submission of the Bid. In case the Anchor Investor Issue Price is lower than the Issue Price, the
balance amount shall be payable as per the pay-in-date mentioned in the revised CAN. In case the Issue
Price is lower than the Anchor Investor Issue Price, the amount in excess of the Issue Price paid by the
Anchor Investors shall not be refunded to them.

(i) A Bid cannot be submitted for more than the Issue size.

(j) The maximum Bid by any Bidder/Applicant including QIB Bidder/Applicant should not exceed the
investment limits prescribed for them under the applicable laws.

(k) The price and quantity options submitted by the Bidder/Applicant in the Bid cum Application Form may be
treated as optional bids from the Bidder/Applicant and may not be cumulated. After determination of the
Issue Price, the highest number of Equity Shares Bid for by a Bidder/Applicant at or above the Issue Price
may be considered for Allotment and the rest of the Bid(s), irrespective of the Bid Amount may
automatically become invalid. This is not applicable in case of FPOs undertaken through Alternate Book
Building Process (For details of Bidders/Applicants may refer to (Section 5.6 (e)).

4.1.4.2 Multiple Bids

(a) Bidder/Applicant should submit only one Bid cum Application Form. Bidder/Applicant shall have the
option to make a maximum of three Bids at different price levels in the Bid cum Application Form and such
options are not considered as multiple Bids.

Submission of a second Bid cum Application Form to either the same or to another Designated
Intermediary and duplicate copies of Bid cum Application Forms bearing the same application number shall
be treated as multiple Bids and are liable to be rejected.

(b) Bidders/Applicants are requested to note the following procedures may be followed by the Registrar to the
Issue to detect multiple Bids:

i. All Bids may be checked for common PAN as per the records of the Depository. For
Bidders/Applicants other than Mutual Funds and FII sub-accounts, Bids bearing the same PAN
may be treated as multiple Bids by a Bidder/Applicant and may be rejected.

ii. For Bids from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as Bids
on behalf of the PAN Exempted Bidders/Applicants, the Bid cum Application Forms may be
checked for common DP ID and Client ID. Such Bids which have the same DP ID and Client ID
may be treated as multiple Bids and are liable to be rejected.

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 (c) The following Bids may not be treated as multiple Bids:

i. Bids by Reserved Categories Bidding in their respective Reservation Portion as well as bids made
by them in the Issue portion in public category.

ii. Separate Bids by Mutual Funds in respect of more than one scheme of the Mutual Fund provided
that the Bids clearly indicate the scheme for which the Bid has been made.

iii. Bids by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts) submitted with the
same PAN but with different beneficiary account numbers, Client IDs and DP IDs.

iv. Bids by Anchor Investors under the Anchor Investor Portion and the QIB Category.

4.1.5 FIELD NUMBER 5: CATEGORY OF BIDDERS/APPLICANTS

(a) The categories of Bidders/Applicants identified as per the SEBI ICDR Regulations, 2009 for the purpose of
Bidding, allocation and Allotment in the Issue are RIIs, NIIs and QIBs.

(b) Up to 60% of the QIB Category can be allocated by the Issuer, on a discretionary basis subject to the
criteria of minimum and maximum number of Anchor Investors based on allocation size, to the Anchor
Investors, in accordance with SEBI ICDR Regulations, 2009, with one-third of the Anchor Investor Portion
reserved for domestic Mutual Funds subject to valid Bids being received at or above the Issue Price. For
details regarding allocation to Anchor Investors, Bidders/Applicants may refer to the RHP/Prospectus.

(c) An Issuer can make reservation for certain categories of Bidders/Applicants as permitted under the SEBI
ICDR Regulations, 2009. For details of any reservations made in the Issue, Bidders/Applicants may refer to
the RHP/Prospectus.

(d) The SEBI ICDR Regulations, 2009, specify the allocation or Allotment that may be made to various
categories of Bidders/Applicants in an Issue depending upon compliance with the eligibility conditions.
Details pertaining to allocation are disclosed on reverse side of the Revision Form. For Issue specific details
in relation to allocation Bidder/Applicant may refer to the RHP/Prospectus.

4.1.6 FIELD NUMBER 6: INVESTOR STATUS

(a) Each Bidder/Applicant should check whether it is eligible to apply under applicable law and ensure that any
prospective Allotment to it in the Issue is in compliance with the investment restrictions under applicable
law.

(b) Certain categories of Bidders/Applicants, such as NRIs, FPIs and FVCIs may not be allowed to Bid in the
Issue or hold Equity Shares exceeding certain limits specified under applicable law. Bidders/Applicant are
requested to refer to the RHP/Prospectus for more details.

(c) Bidders/Applicants should check whether they are eligible to apply on non-repatriation basis or repatriation
basis and should accordingly provide the investor status. Details regarding investor status are different in
the Resident Bid cum Application Form and Non-Resident Bid cum Application Form.

(d) Bidders/Applicant should ensure that their investor status is updated in the Depository records.

4.1.7 FIELD NUMBER 7: PAYMENT DETAILS

(a) The full Bid Amount (net of any Discount, as applicable) shall be blocked in the ASBA Account based on
the authorisation provided in the ASBA Form. If the Discount is applicable in the Issue, the RIIs should
indicate the full Bid Amount in the Bid cum Application Form and the funds shall be blocked for Bid
Amount net of Discount. Only in cases where the RHP/Prospectus indicates that part payment may be
made, such an option can be exercised by the Bidder/Applicant. In case of Bidders/Applicant specifying
more than one Bid Option in the Bid cum Application Form, the total Bid Amount may be calculated for the
highest of three options at net price, i.e. Bid price less Discount offered, if any.

(b) Bidders/Applicant who Bid at Cut-off Price shall deposit the Bid Amount based on the Cap Price.

(c) All Bidders/Applicants (except Anchor Investors) have to participate in the Issue only through the ASBA
mechanism.

(d) Bid Amount cannot be paid in cash, through money order or through postal order.

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4.1.7.1 Instructions for Anchor Investors:

(a) Anchor Investors may submit their Bids with a Book Running Lead Manager.

(b) Payments should be made either by RTGS, direct credit or NEFT.

(c) The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on behalf of the
Anchor Investors until the Designated Date.

4.1.7.2 Payment instructions for ASBA Bidders/Applicants:

(a) Bidders/Applicants may submit the ASBA Form either

i. in electronic mode through the internet banking facility offered by an SCSB authorising blocking
of funds that are available in the ASBA account specified in the Bid cum Application Form, or

ii. in physical mode to any Designated Intermediary.

(b) Bidders/Applicants must specify the Bank Account number in the Bid cum Application Form. The Bid cum
Application Form submitted by Bidder and which is accompanied by cash, demand draft, money order,
postal order or any mode of payment other than blocked amounts in the ASBA Account maintained with an
SCSB, will not be accepted.

(c) Bidders/Applicants should ensure that the Bid cum Application Form is also signed by the ASBA Account
holder(s) if the Bidder is not the ASBA Account holder;

(d) Bidders/Applicants shall note that for the purpose of blocking funds under ASBA facility clearly
demarcated funds shall be available in the account.

(e) From one ASBA Account, a maximum of five Bids cum Application Forms can be submitted.

(f) Bidders/Applicants should submit the Bid cum Application Form only at the Bidding Centres, i.e. to the
respective member of the Syndicate at the Specified Locations, the SCSBs, the Registered Broker at the
Broker Centres, the RTA at the Designated RTA Locations or CDP at the Designated CDP Locations.

(g) Bidders/Applicants bidding through a Designated Intermediary (other than an SCSB) should note that
ASBA Forms submitted to them may not be accepted, if the SCSB where the ASBA Account, as specified
in the ASBA Form, is maintained has not named at least one branch at that location for such Designated
Intermediary to deposit ASBA Forms.

(h) Bidders/Applicants bidding directly through the SCSBs should ensure that the ASBA is submitted to a
Designated Branch of a SCSB where the ASBA Account is maintained.

(i) Upon receipt of the ASBA Form, the Designated Branch of the SCSB may verify if sufficient funds equal
to the Bid Amount are available in the ASBA Account, as mentioned in the ASBA Form.

(j) If sufficient funds are available in the ASBA Account, the SCSB may block an amount equivalent to the
Bid Amount mentioned in the ASBA Form and for application directly submitted to SCSB by investor, may
enter each Bid option into the electronic bidding system as a separate Bid.

(k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB may not
upload such Bids on the Stock Exchange platform and such bids are liable to be rejected.

(l) Upon submission of a completed ASBA Form each Bidder may be deemed to have agreed to block the
entire Bid Amount and authorised the Designated Branch of the SCSB to block the Bid Amount specified in
the ASBA Form in the ASBA Account maintained with the SCSBs.

(m) The Bid Amount may remain blocked in the aforesaid ASBA Account until finalisation of the Basis of
Allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue
Account, or until withdrawal or failure of the Issue, or until withdrawal or rejection of the Bid, as the case
may be.

(n) SCSBs bidding in the Issue must apply through an ASBA Account maintained with any other SCSB; else
their Bids are liable to be rejected.

4.1.7.3 Unblocking of ASBA Account

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 (a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue may
provide the following details to the controlling branches of each SCSB, along with instructions to unblock
the relevant bank accounts and for successful applications transfer the requisite money to the Public Issue
Account designated for this purpose, within the specified timelines: (i) the number of Equity Shares to be
Allotted against each Bid, (ii) the amount to be transferred from the relevant bank account to the Public
Issue Account, for each Bid, (iii) the date by which funds referred to in (ii) above may be transferred to the
Public Issue Account, and (iv) details of rejected, withdrawn or unsuccessful Bids, if any, to enable the
SCSBs to unblock the respective bank accounts.

(b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the requisite amount
against each successful Bidder to the Public Issue Account and may unblock the excess amount, if any, in
the ASBA Account.

(c) In the event of withdrawal or rejection of the ASBA Form and for unsuccessful Bids, the Registrar to the
Issue may give instructions to the SCSB to unblock the Bid Amount in the relevant ASBA Account within
six Working Days of the Bid/Issue Closing Date.

4.1.7.4 Discount (if applicable)

(a) The Discount is stated in absolute rupee terms.

(b) Bidders/Applicants applying under RII category, Retail Individual Shareholder and employees are only
eligible for discount. For Discounts offered in the Issue, Bidders/Applicants may refer to the
RHP/Prospectus.

(c) The Bidders/Applicants entitled to the applicable Discount in the Issue may block the Bid Amount less
Discount, if applicable.

Bidder may note that in case the net amount blocked (post Discount) is more than two lakh Rupees, the Bidding
system automatically considers such applications for allocation under Non-Institutional Category. These applications
are neither eligible for Discount nor fall under RII category.

4.1.8 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS

(a) Only the First Bidder is required to sign the Bid cum Application Form. Bidders/Applicants should ensure
that signatures are in one of the languages specified in the Eighth Schedule to the Constitution of India.

(b) If the ASBA Account is held by a person or persons other than the Bidder, then the signature of the ASBA
Account holder(s) is also required.

(c) The signature has to be correctly affixed in the authorisation/undertaking box in the ASBA Form, or an
authorisation has to be provided to the SCSB via the electronic mode, for blocking funds in the ASBA
Account equivalent to the Bid Amount mentioned in the ASBA Form.

(d) Bidders/Applicants must note that Bid cum Application Form/Application Form without signature of
Bidder and/or ASBA Account holder is liable to be rejected.

4.1.9 ACKNOWLEDGEMENT AND FUTURE COMMUNICATION

(a) Bidders/Applicants should ensure that they receive the Acknowledgement Slip duly signed and stamped by
the Designated Intermediary, as applicable, for submission of the ASBA Form.

(b) All communications in connection with Bids made in the Issue should be addressed as under:

In case of queries related to Allotment, non-receipt of Allotment Advice, credit of Alloted Equity Shares,
unblocking of funds, the Bidders should contact the Registrar to the Issue.

i. In case of queries related to Allotment, non-receipt of Allotment Advice, credit of allotted equity
shares, refund orders, the Bidders/Applicants should contact the Registrar to the Issue.

ii. In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the Bidders should
contact the relevant Designated Branch of the SCSB.

iii. In case of queries relating to uploading of Syndicate ASBA Bids, the Bidders should contact the
relevant Syndicate Member.

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 iv. In case of queries relating to uploading of Bids by a Designated Intermediary, the Bidders should
contact the relevant Designated Intermediary.

v. Bidder may contact the Company Secretary and Compliance Officer of BRLM(s) in case of any
other complaints in relation to the Issue

(c) The Bidder should give full details such as name of the sole or first Bidder/Applicant, Bid cum Application
Form number, Bidders’/Applicants’ DP ID, Client ID, PAN, date of the submission of Bid cum Application
Form, address of the Bidder, number of the Equity Shares applied for and the name and address of the
Designated Intermediary where the Bid cum Application Form was submitted by the Bidder.

(d) Further, the investor shall also enclose a copy of the Acknowledgment Slip or specify the application
number duly received from the Designated Intermediaries in addition to the information mentioned
hereinabove.

For further details, Bidder may refer to the RHP/Prospectus and the Bid cum Application Form.

4.2 INSTRUCTIONS FOR FILING THE REVISION FORM

(a) During the Bid/Issue Period, any Bidder (other than QIBs and NIIs, who can only revise their bid upwards)
who has registered his or her interest in the Equity Shares at a particular price level is free to revise his or
her Bid within the Price Band using the Revision Form, which is a part of the Bid cum Application Form.

(b) RII may revise their bids or withdraw their Bids till the Bid/Issue Closing Date.

(c) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the
Revision Form.

(d) The Bidder can make this revision any number of times during the Bid/Issue Period. However, for any
revision(s) in the Bid, the Bidders/Applicants will have to use the services of the same Designated
Intermediary through which such Bidder had placed the original Bid. Bidders/Applicants are advised to
retain copies of the blank Revision Form and the Bid(s) must be made only in such Revision Form or copies
thereof.

A sample revision form is reproduced below:

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 Instructions to fill each field of the Revision Form can be found on the reverse side of the Revision Form. Other than
instructions already highlighted at paragraph 4.1 above, point wise instructions regarding filling up various fields of
the Revision Form are provided below:

4.2.1 FIELDS 1, 2 AND 3: NAME AND CONTACT DETAILS OF SOLE/FIRST BIDDER, PAN OF SOLE/FIRST
BIDDER & DEPOSITORY ACCOUNT DETAILS OF THE BIDDER

Bidders/Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.

4.2.2 FIELD 4 & 5: BID OPTIONS REVISION ‘FROM’ AND ‘TO’

(a) Apart from mentioning the revised options in the Revision Form, the Bidder must also mention the details
of all the bid options given in his or her Bid cum Application Form or earlier Revision Form. For example,
if a Bidder has Bid for three options in the Bid cum Application Form and such Bidder is changing only one
of the options in the Revision Form, the Bidder must still fill the details of the other two options that are not
being revised, in the Revision Form. The Designated Intermediaries may not accept incomplete or

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 inaccurate Revision Forms.

(b) In case of revision, Bid options should be provided by Bidders/Applicants in the same order as provided in
the Bid cum Application Form.

(c) In case of revision of Bids by RIIs, Employees and Retail Individual Shareholders, such Bidders/Applicants
should ensure that the Bid Amount, subsequent to revision, does not exceed ₹ 200,000. In case the Bid
Amount exceeds ₹ 200,000 due to revision of the Bid or for any other reason, the Bid may be considered,
subject to eligibility, for allocation under the Non-Institutional Category, not being eligible for Discount (if
applicable) and such Bid may be rejected if it is at the Cut-off Price. The Cut-off Price option is given only
to the RIIs, Employees and Retail Individual Shareholders indicating their agreement to Bid for and
purchase the Equity Shares at the Issue Price as determined at the end of the Book Building Process.

(d) In case the total amount (i.e., original Bid Amount plus additional payment) exceeds ₹ 200,000, the Bid will
be considered for allocation under the Non-Institutional Category in terms of the RHP/Prospectus. If,
however, the RII does not either revise the Bid or make additional payment and the Issue Price is higher
than the cap of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted
downwards for the purpose of allocation, such that no additional payment would be required from the RII
and the RII is deemed to have approved such revised Bid at Cut-off Price.

(e) In case of a downward revision in the Price Band, RIIs and Bids by Employees under the Reservation
Portion, who have bid at the Cut-off Price could either revise their Bid or the excess amount paid at the time
of Bidding may be unblocked after the Allotment is finalised.

4.2.3 FIELD 6: PAYMENT DETAILS

(a) All Bidders/Applicants are required to authorise blocking of the full Bid Amount (less Discount (if
applicable) along with the Bid Revision Form. In case of Bidders specifying more than one Bid Option in
the Bid cum Application Form, the total Bid Amount may be calculated for the highest of three options at
net price, i.e. Bid price less discount offered, if any.

(b) Bidder may issue instructions to block the revised amount based on cap of the revised Price Band (adjusted
for the Discount (if applicable) in the ASBA Account, to the same Designated Intermediary through whom
such Bidder had placed the original Bid to enable the relevant SCSB to block the additional Bid Amount, if
any.

(c) In case the total amount (i.e., original Bid Amount less discount (if applicable) plus additional payment)
exceeds ₹ 200,000, the Bid may be considered for allocation under the Non-Institutional Category in terms
of the RHP/Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment
and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares
Bid for may be adjusted downwards for the purpose of Allotment, such that additional amount is required
blocked and the Bidder is deemed to have approved such revised Bid at the Cut-off Price.

(d) In case of a downward revision in the Price Band, RIIs, Employees and Retail Individual Shareholders, who
have bid at the Cut-off Price, could either revise their Bid or the excess amount paid at the time of Bidding
may be unblocked after finalisation of Basis of Allotment.

4.2.4 FIELDS 7: SIGNATURES AND ACKNOWLEDGEMENTS

Bidders may refer to instructions contained at paragraphs 4.1.8 and 4.1.9 for this purpose.

4.3 INSTRUCTIONS FOR FILING APPLICATION FORM IN ISSUES MADE OTHER THAN THROUGH
THE BOOK BUILDING PROCESS (FIXED PRICE ISSUE)

4.3.1 FIELDS 1, 2, 3 NAME AND CONTACT DETAILS OF SOLE/FIRST BIDDER, PAN OF SOLE/FIRST
BIDDER & DEPOSITORY ACCOUNT DETAILS OF THE BIDDER

Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.

4.3.2 FIELD 4: PRICE, APPLICATION QUANTITY & AMOUNT

(a) The Issuer may mention Issue Price or Price Band in the draft Prospectus. However, a prospectus registered
with RoC contains one price or coupon rate (as applicable).

(b) Minimum Application Value and Bid Lot: The Issuer in consultation with the Lead Managers may decide

530
 the minimum number of Equity Shares for each Bid to ensure that the minimum application value is within
the range of ₹ 10,000 to ₹ 15,000. The minimum Lot size is accordingly determined by an Issuer on basis of
such minimum application value.

(c) Applications by RIIs, Employees and Retail Individual Shareholders, must be for such number of shares so
as to ensure that the application amount payable does not exceed ₹ 200,000.

(d) Applications by other investors must be for such minimum number of shares such that the application
amount exceeds ₹ 200,000 and in multiples of such number of Equity Shares thereafter, as may be disclosed
in the application form and the Prospectus, or as advertised by the Issuer, as the case may be.

(e) An application cannot be submitted for more than the Issue size.

(f) The maximum application by any Applicant should not exceed the investment limits prescribed for them
under the applicable laws.

(g) Multiple Applications: An Applicant should submit only one Application Form. Submission of a second
Application Form to either the same or other SCSB and duplicate copies of Application Forms bearing the
same application number shall be treated as multiple applications and are liable to be rejected.

(h) Applicants are requested to note the following procedures may be followed by the Registrar to the Issue to
detect multiple applications:

i. All applications may be checked for common PAN as per the records of the Depository. For
Applicants other than Mutual Funds and FII sub-accounts, Bids bearing the same PAN may be
treated as multiple applications by a Bidder and may be rejected.

ii. For applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well
as Bids on behalf of the PAN Exempted Applicants, the Application Forms may be checked for
common DP ID and Client ID. In any such applications which have the same DP ID and Client ID,
these may be treated as multiple applications and may be rejected.

(i) The following applications may not be treated as multiple Bids:

i. Applications by Reserved Categories in their respective reservation portion as well as that made by
them in the Issue portion in public category.

ii. Separate applications by Mutual Funds in respect of more than one scheme of the Mutual Fund
provided that the Applications clearly indicate the scheme for which the Bid has been made.

iii. Applications by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts) submitted
with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs.

4.3.3 FIELD NUMBER 5: CATEGORY OF APPLICANTS

(a) The categories of applicants identified as per the SEBI ICDR Regulations, 2009 for the purpose of Bidding,
allocation and Allotment in the Issue are RIIs, individual applicants other than RII’s and other investors
(including corporate bodies or institutions, irrespective of the number of specified securities applied for).

(b) An Issuer can make reservation for certain categories of Applicants permitted under the SEBI ICDR
Regulations, 2009. For details of any reservations made in the Issue, applicants may refer to the Prospectus.

(c) The SEBI ICDR Regulations, 2009 specify the allocation or Allotment that may be made to various
categories of applicants in an Issue depending upon compliance with the eligibility conditions. Details
pertaining to allocation are disclosed on reverse side of the Revision Form. For Issue specific details in
relation to allocation applicant may refer to the Prospectus.

4.3.4 FIELD NUMBER 6: INVESTOR STATUS

Applicants should refer to instructions contained in paragraphs 4.1.6.

4.3.5 FIELD 7: PAYMENT DETAILS

(a) All Applicants (other than Anchor Investors) are required to make use ASBA for applying in the Issue.

(b) Application Amount cannot be paid in cash, through money order or through postal order or through stock

531
 invest.

4.3.5.1 Payment instructions for Applicants

Applicants should refer to instructions contained in paragraph 4.1.7.2.

4.3.5.2 Unblocking of ASBA Account

Applicants should refer to instructions contained in paragraph 4.1.7.3.

4.3.5.3 Discount (if applicable)

Applicants should refer to instructions contained in paragraph 4.1.7.4.

4.3.6 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS & ACKNOWLEDGEMENT AND
FUTURE COMMUNICATION

Applicants should refer to instructions contained in paragraphs 4.1.8 & 4.1.9.

4.4 SUBMISSION OF BID CUM APPLICATION FORM/REVISION FORM

4.4.1 Bidders may submit completed Bid cum application form/Revision Form in the following manner:-

Mode of Application Submission of Bid cum Application Form

Anchor Investors 1) To the Book Running Lead Managers at the locations mentioned in the
Application Form Anchor Investor Application Form

ASBA Form (a) To members of the Syndicate in the Specified Locations or Registered Brokers
at the Broker Centres or the RTA at the Designated RTA Location or the CDP
at the Designated CDP Location

(b) To the Designated Branches of the SCSBs where the ASBA Account is
maintained.

(a) Bidders/Applicants should submit the Revision Form to the same Designated Intermediary through which
such Bidder/Applicant had placed the original Bid.

(b) Upon submission of the Bid cum Application Form, the Bidder/Applicant will be deemed to have authorised
the Issuer to make the necessary changes in the RHP and the Bid cum Application Form as would be
required for filing Prospectus with the RoC and as would be required by the RoC after such filing, without
prior or subsequent notice of such changes to the relevant Bidder/Applicant.

(c) Upon determination of the Issue Price and filing of the Prospectus with the RoC, the Bid cum Application
Form will be considered as the application form.

SECTION 5: ISSUE PROCEDURE IN BOOK BUILT ISSUE

Book Building, in the context of the Issue, refers to the process of collection of Bids within the Price Band or above the Floor
Price and determining the Issue Price based on the Bids received as detailed in Schedule XI of SEBI ICDR Regulations,
2009. The Issue Price is finalised after the Bid/Issue Closing Date. Valid Bids received at or above the Issue Price are
considered for allocation in the Issue, subject to applicable regulations and other terms and conditions.

5.1 SUBMISSION OF BIDS

(a) During the Bid/Issue Period, Bidders/Applicants may approach any of the Designated Intermediaries to
register their Bids. Anchor Investors who are interested in subscribing for the Equity Shares should
approach the Book Running Lead Manager, to register their Bid.

(b) In case of Bidders/Applicants (excluding NIIs and QIBs) Bidding at Cut-off Price, the Bidders may instruct
the SCSBs to block Bid Amount based on the Cap Price less discount (if applicable).

(c) For Details of the timing on acceptance and upload of Bids in the Stock Exchanges Platform
Bidders/Applicants are requested to refer to the RHP.

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5.2 ELECTRONIC REGISTRATION OF BIDS

(a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for Book
Building on a regular basis before the closure of the issue.

(b) On the Bid/Issue Closing Date, the Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.

(c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The
Designated Intermediaries are given till 1:00 pm on the next Working Day following the Bid/Issue Closing
Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Issue Period after
which the Stock Exchange(s) send the bid information to the Registrar to the Issue for further processing.

5.3 BUILD UP OF THE BOOK

(a) Bids received from various Bidders/Applicants through the Designated Intermediaries may be electronically
uploaded on the Bidding Platform of the Stock Exchanges’ on a regular basis. The book gets built up at
various price levels. This information may be available with the Managers at the end of the Bid/Issue
Period.

(b) Based on the aggregate demand and price for Bids registered on the Stock Exchanges Platform, a graphical
representation of consolidated demand and price as available on the websites of the Stock Exchanges may
be made available at the Bidding Centres during the Bid/Issue Period.

5.4 WITHDRAWAL OF BIDS

(a) RIIs can withdraw their Bids until Bid/Issue Closing Date. In case a RII wishes to withdraw the Bid during
the Bid/Issue Period, the same can be done by submitting a request for the same to the concerned
Designated Intermediary who shall do the requisite, including unblocking of the funds by the SCSB in the
ASBA Account.

(b) The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account upon or
after finalisation of Basis of Allotment. QIBs and NIIs can neither withdraw nor lower the size of their Bids
at any stage.

5.5 REJECTION & RESPONSIBILITY FOR UPLOAD OF BIDS

(a) The Designated Intermediaries are individually responsible for the acts, mistakes or errors or omission in
relation to:

i. the Bids accepted by the Designated Intermediary,

ii. the Bids uploaded by the Designated Intermediary, and

iii. the Bid cum application forms accepted but not uploaded by the Designated Intermediary.

(b) The Managers and their respective affiliate Syndicate Members, as the case may be, may reject Bids if all
the information required is not provided and the Bid cum Application Form is incomplete in any respect.

(c) The SCSBs shall have no right to reject Bids, except in case of unavailability of adequate funds in the
ASBA account or on technical grounds.

(d) In case of QIB Bidders/Applicants, only the (i) SCSBs (for Bids other than the Bids by Anchor Investors);
and (ii) the Managers and their respective affiliate Syndicate Members (only in the Specified Locations)
have the right to reject bids. However, such rejection shall be made at the time of receiving the Bid and only
after assigning a reason for such rejection in writing.

(e) All bids by QIBs, NIIs & RIIs can be rejected on technical grounds listed herein.

5.5.1 GROUNDS FOR TECHNICAL REJECTIONS

Bid cum Application Forms can be rejected on the below mentioned technical grounds either at the time of their
submission to any of the Designated Intermediaries, or at the time of finalisation of the Basis of Allotment.
Bidders/Applicants are advised to note that the Bids/Applications are liable to be rejected, inter-alia, on the

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following grounds, which have been detailed at various placed in this GID:-

a. Bid by persons not competent to contract under the Indian Contract Act, 1872, as amended, (other than
minors having valid Depository Account supported by guardian as per Demographic Details provided by
Depositories);

b. Bids by OCBs;

c. In case of partnership firms, Bid for Equity Shares made in the name of the firm. However, a limited
liability partnership can apply in its own name;

d. In case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents
are not being submitted along with the Bid cum Application Form;

e. Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or
any other regulatory authority;

f. Bids by any person outside India if not in compliance with applicable foreign and Indian laws;

g. PAN not mentioned in the Bid cum Application Form, except for Bids by or on behalf of the Central or
State Government and officials appointed by the court and by the investors residing in the State of Sikkim,
provided such claims have been verified by the Depository Participant;

h. In case no corresponding record is available with the Depositories that matches the DP ID, the Client ID
and the PAN;

i. Bids for lower number of Equity Shares than the minimum specified for that category of investors;

j. Bids at a price less than the Floor Price and Bids at a price more than the Cap Price;

k. Bids at Cut-off Price by NIIs and QIBs;

l. The amounts mentioned in the Bid cum Application Form do not tally with the amount payable for the
value of the Equity Shares Bid for;

m. Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;

n. Submission of more than five ASBA Forms as through a single ASBA Account;

o. Bids for number of Equity Shares which are not in multiples Equity Shares which are not in multiples as
specified in the RHP;

p. Multiple Bids as defined in this GID and the RHP/Prospectus;

q. Bid cum Application Forms/Application Forms are not delivered by the Bidders/Applicants within the time
prescribed as per the Bid cum Application Forms/Application Form, Bid/Issue Opening Date advertisement
and as per the instructions in the RHP and the Bid cum Application Forms

r. Inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application Form
at the time of blocking such Bid Amount in the bank account;

s. In case of Anchor Investors, Bids where sufficient funds are not available in Escrow Accounts as per final
certificate from the Escrow Collection Banks;

t. Where no confirmation is received from SCSB for blocking of funds;

u. Bids by Bidders/Applicants (other than Anchor Investors) not submitted through ASBA process;

v. Bids submitted to Designated Intermediaries at locations other than the Bidding Centres or to the Escrow
Collection Banks (assuming that such bank is not a SCSB where the ASBA Account is maintained), to the
issuer or the Registrar to the Issue;

w. Bids not uploaded on the terminals of the Stock Exchanges;

x. Bids by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as
the ASBA Account in the Bid cum Application Form;

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 y. Bids not uploaded in the Stock Exchanges bidding system; and

z. Bids uploaded without affixing the approval of SEBI to the Bid cum Application Form, in the event the
Allotment of Equity Shares by the Bidder results in the Bidder holding 5% or more of the post – Offer paid
up equity capital of our Company.

5.6 BASIS OF ALLOCATION

(a) The SEBI ICDR Regulations, 2009 specify the allocation or Allotment that may be made to various
categories of Bidders/Applicants in an Issue depending on compliance with the eligibility conditions.
Certain details pertaining to the percentage of Issue size available for allocation to each category is
disclosed overleaf of the Bid cum Application Form and in the RHP/Prospectus. For details in relation to
allocation, the Bidder may refer to the RHP/Prospectus.

(b) Under-subscription in any category (except QIB Category) is allowed to be met with spill-over from any
other category or combination of categories at the discretion of the Issuer and in consultation with the
Managers and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations, 2009.
Unsubscribed portion in QIB Category is not available for subscription to other categories.

(c) In case of under subscription in the Issue, spill-over to the extent of such under-subscription may be
permitted from the Reserved Portion to the Issue. For allocation in the event of an under-subscription
applicable to the Issuer, Bidders/Applicants may refer to the RHP.

(d) Illustration of the Book Building and Price Discovery Process

Bidders/Applicants should note that this example is solely for illustrative purposes and is not specific to the
Issue; it also excludes Bidding by Anchor Investors.

Bidders/Applicants can bid at any price within the price band. For instance, assume a price band of ₹ 20 to
₹ 24 per share, issue size of 3,000 equity shares and receipt of five bids from Bidders/Applicants, details of
which are shown in the table below. The illustrative book given below shows the demand for the equity
shares of the issuer at various prices and is collated from bids received from various investors.

Bid quantity Bid amount (₹) Cumulative quantity Subscription

500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able
to issue the desired number of equity shares is the price at which the book cuts off, i.e., ₹ 22.00 in the above
example. The issuer, in consultation with the book running lead managers, may finalise the issue price at or
below such cut-off price, i.e., at or below ₹ 22.00. All bids at or above this issue price and cut-off bids are
valid bids and are considered for allocation in the respective categories.

(e) Alternate Method of Book Building

In case of FPOs, Issuers may opt for an alternate method of Book Building in which only the Floor Price is
specified for the purposes of Bidding (“Alternate Book Building Process”).

The Issuer may specify the Floor Price in the RHP or advertise the Floor Price at least one Working Day
prior to the Bid/Issue Opening Date. QIBs may Bid at a price higher than the Floor Price and the Allotment
to the QIBs is made on a price priority basis. The Bidder/Applicant with the highest Bid Amount is allotted
the number of Equity Shares Bid for and then the second highest Bidder/Applicant is Allotted Equity Shares
and this process continues until all the Equity Shares have been allotted. RIIs, NIIs and Employees are
Allotted Equity Shares at the Floor Price and Allotment to these categories of Bidders/Applicants is made
proportionately. If the number of Equity Shares Bid for at a price is more than available quantity then the
Allotment may be done on a proportionate basis. Further, the Issuer may place a cap either in terms of
number of specified securities or percentage of issued capital of the Issuer that may be Allotted to a single
Bidder/Applicant, decide whether a Bidder/Applicant be allowed to revise the bid upwards or downwards in
terms of price and/or quantity and also decide whether a Bidder/Applicant be allowed single or multiple
bids.

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 SECTION 6: ISSUE PROCEDURE IN FIXED PRICE ISSUE

Applicants may note that there is no Bid cum Application Form in a Fixed Price Issue. As the Issue Price is mentioned
in the Fixed Price Issue therefore on filing of the Prospectus with the RoC, the Application so submitted is considered as the
application form.

Applicants may only use the specified Application Form for the purpose of making an Application in terms of the Prospectus
which may be submitted through the Designated Intermediary.

Applicants may submit an Application Form either in physical form to the any of the Designated Intermediaries or in the
electronic form to the SCSB or the Designated Branches of the SCSBs authorising blocking of funds that are available in the
bank account specified in the Application Form only (“ASBA Account”). The Application Form is also made available on the
websites of the Stock Exchanges at least one day prior to the Bid/Issue Opening Date.

In a fixed price Issue, allocation in the Offer to the public category is made as follows: minimum fifty per cent to Retail
Individual Investors; and remaining to (i) individual investors other than Retail Individual Investors; and (ii) other Applicants
including corporate bodies or institutions, irrespective of the number of specified securities applied for. The unsubscribed
portion in either of the categories specified above may be allocated to the Applicants in the other category.

For details of instructions in relation to the Application Form, Bidders/Applicants may refer to the relevant section of the
GID.

SECTION 7: ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT

The Allotment of Equity Shares to Bidders/Applicants other than Retail Individual Investors and Anchor Investors may be on
proportionate basis. For Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to RHP/Prospectus. No Retail
Individual Investor will be Allotted less than the minimum Bid Lot subject to availability of shares in Retail Individual
Investor Category and the remaining available shares, if any will be Allotted on a proportionate basis. The Issuer is required
to receive a minimum subscription of 90% of the Issue (excluding any Offer for Sale of specified securities). However, in
case the Issue is in the nature of Offer for Sale only, then minimum subscription may not be applicable.

7.1 ALLOTMENT TO RIIs

Bids received from the RIIs at or above the Issue Price may be grouped together to determine the total demand under
this category. If the aggregate demand in this category is less than or equal to the Retail Category at or above the
Issue Price, full Allotment may be made to the RIIs to the extent of the valid Bids. If the aggregate demand in this
category is greater than the allocation to in the Retail Category at or above the Issue Price, then the maximum
number of RIIs who can be Allotted the minimum Bid Lot will be computed by dividing the total number of Equity
Shares available for Allotment to RIIs by the minimum Bid Lot (“Maximum RII Allottees”). The Allotment to the
RIIs will then be made in the following manner:

(a) In the event the number of RIIs who have submitted valid Bids in the Issue is equal to or less than
Maximum RII Allottees, (i) all such RIIs shall be Allotted the minimum Bid Lot; and (ii) the balance
available Equity Shares, if any, remaining in the Retail Category shall be Allotted on a proportionate basis
to the RIIs who have received Allotment as per (i) above for the balance demand of the Equity Shares Bid
by them (i.e. who have Bid for more than the minimum Bid Lot).

(b) In the event the number of RIIs who have submitted valid Bids in the Issue is more than Maximum RII
Allottees, the RIIs (in that category) who will then be Allotted minimum Bid Lot shall be determined on the
basis of draw of lots.

7.2 ALLOTMENT TO NIIs

Bids received from NIIs at or above the Issue Price may be grouped together to determine the total demand under
this category. The Allotment to all successful NIIs may be made at or above the Issue Price. If the aggregate demand
in this category is less than or equal to the Non-Institutional Category at or above the Issue Price, full Allotment may
be made to NIIs to the extent of their demand. In case the aggregate demand in this category is greater than the Non-
Institutional Category at or above the Issue Price, Allotment may be made on a proportionate basis up to a minimum
of the Non-Institutional Category.

7.3 ALLOTMENT TO QIBs

For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR Regulations, 2009
or RHP/Prospectus. Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above the
Issue Price may be grouped together to determine the total demand under this category. The QIB Category may be

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 available for Allotment to QIBs who have Bid at a price that is equal to or greater than the Issue Price. Allotment
may be undertaken in the following manner:

(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Category may be determined as
follows: (i) In the event that Bids by Mutual Fund exceeds 5% of the QIB Category, allocation to Mutual
Funds may be done on a proportionate basis for up to 5% of the QIB Category; (ii) In the event that the
aggregate demand from Mutual Funds is less than 5% of the QIB Category then all Mutual Funds may get
full Allotment to the extent of valid Bids received above the Issue Price; and (iii) Equity Shares remaining
unsubscribed, if any and not allocated to Mutual Funds may be available for Allotment to all QIBs as set
out at paragraph 7.4(b) below;

(b) In the second instance, Allotment to all QIBs may be determined as follows: (i) In the event of
oversubscription in the QIB Category, all QIBs who have submitted Bids above the Issue Price may be
Allotted Equity Shares on a proportionate basis for up to 95% of the QIB Category; (ii) Mutual Funds, who
have received allocation as per (a) above, for less than the number of Equity Shares Bid for by them, are
eligible to receive Equity Shares on a proportionate basis along with other QIBs; and (iii) Under-
subscription below 5% of the QIB Category, if any, from Mutual Funds, may be included for allocation to
the remaining QIBs on a proportionate basis.

7.4 ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)

(a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at the discretion
of the issuer in consultation with the Managers, subject to compliance with the following requirements:

i. not more than 60% of the QIB Category will be allocated to Anchor Investors;

ii. one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above the price at which allocation is
being done to other Anchor Investors; and

iii. allocation to Anchor Investors shall be on a discretionary basis and subject to:

 a maximum number of two Anchor Investors for allocation up to ₹ 100 million;

 a minimum number of two Anchor Investors and maximum number of 15 Anchor

Investors for allocation of more than ₹ 100 million and up to ₹ 2,500 million subject to
minimum Allotment of ₹ 50 million per such Anchor Investor; and

 a minimum number of five Anchor Investors and maximum number of 15 Anchor

Investors for allocation more than ₹ 2,500 million, and an additional 10 Anchor Investors
for every additional ₹ 2,500 million or part thereof, subject to minimum Allotment of ₹
50 million per such Anchor Investor.

(b) An Anchor Investor shall make an application of a value of at least ₹ 100 million in the Issue.

(c) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms
received from Anchor Investors. Based on the physical book and at the discretion of the issuer in
consultation with the Managers, selected Anchor Investors will be sent a CAN and if required, a revised
CAN.

(d) In the event that the Issue Price is higher than the Anchor Investor Issue Price: Anchor Investors will
be sent a revised CAN within one day of the Pricing Date indicating the number of Equity Shares allocated
to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors are then
required to pay any additional amounts, being the difference between the Issue Price and the Anchor
Investor Issue Price, as indicated in the revised CAN within the pay-in date referred to in the revised CAN.
Thereafter, the Allotment Advice will be issued to such Anchor Investors.

(e) In the event the Issue Price is lower than the Anchor Investor Issue Price: Anchor Investors who have
been Allotted Equity Shares will directly receive Allotment Advice.

7.5 BASIS OF ALLOTMENT FOR QIBs (OTHER THAN ANCHOR INVESTORS), NIIs AND RESERVED
CATEGORY IN CASE OF OVER-SUBSCRIBED ISSUE

In the event of the Issue being over-subscribed, the Issuer may finalise the Basis of Allotment in consultation with
the Designated Stock Exchange in accordance with the SEBI ICDR Regulations, 2009.

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 The allocation may be made in marketable lots, on a proportionate basis as explained below:

(a) Bidders/Applicants may be categorised according to the number of Equity Shares applied for;

(b) The total number of Equity Shares to be Allotted to each category as a whole may be arrived at on a
proportionate basis, which is the total number of Equity Shares applied for in that category (number of
Bidders/Applicants in the category multiplied by the number of Equity Shares applied for) multiplied by the
inverse of the over-subscription ratio;

(c) The number of Equity Shares to be Allotted to the successful Bidders/Applicants may be arrived at on a
proportionate basis, which is total number of Equity Shares applied for by each Bidder/Applicant in that
category multiplied by the inverse of the over-subscription ratio;

(d) In all Bids where the proportionate Allotment is less than the minimum Bid Lot decided per
Bidder/Applicant, the Allotment may be made as follows: the successful Bidders/Applicants out of the total
Bidders/Applicants for a category may be determined by a draw of lots in a manner such that the total
number of Equity Shares Allotted in that category is equal to the number of Equity Shares calculated in
accordance with (b) above; and each successful Bidder/Applicant may be Allotted a minimum of such
Equity Shares equal to the minimum Bid Lot finalised by the Issuer;

(e) If the proportionate Allotment to a Bidder/Applicant is a number that is more than the minimum Bid Lot but
is not a multiple of one (which is the marketable lot), the decimal may be rounded to the higher whole
number if that decimal is 0.5 or higher. If that number is lower than 0.5 it may be rounded to the lower
whole number. Allotment to all Bidders/Applicants in such categories may be arrived at after such
rounding; and

(f) If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares
Allotted to the Bidders/Applicants in that category, the remaining Equity Shares available for Allotment
may be first adjusted against any other category, where the Allotted Equity Shares are not sufficient for
proportionate Allotment to the successful Bidders/Applicants in that category. The balance Equity Shares, if
any, remaining after such adjustment may be added to the category comprising Bidders/Applicants applying
for minimum number of Equity Shares.

7.6 DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES

(a) Designated Date: On the Designated Date, the Escrow Collection Banks shall transfer the funds
represented by allocation of Equity Shares to Anchor Investors from the Escrow Account, as per the terms
of the Escrow Agreement, into the Public Issue Account with the Bankers to the Issue. The balance amount
after transfer to the Public Issue Account shall be transferred to the Refund Account. Payments of refund to
the Bidders/Applicants applying in the Anchor Investor Portion shall be made from the Refund Account as
per the terms of the Escrow Agreement and the RHP. On the Designated Date, the Registrar to the Issue
shall instruct the SCSBs to transfer funds represented by allocation of Equity Shares from ASBA Accounts
into the Public Issue Account.

(b) Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated Stock
Exchange, the Registrar shall upload the same on its website. On the basis of the approved Basis of
Allotment, the Issuer shall pass necessary corporate action to facilitate the Allotment and credit of Equity
Shares. Bidders/Applicants are advised to instruct their Depository Participant to accept the Equity Shares
that may be allotted to them pursuant to the Issue.

Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice to the
Bidders/Applicants who have been Allotted Equity Shares in the Issue.

(c) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.

(d) Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) credit of shares to the successful
Bidders/Applicants Depository Account will be completed within six Working Days of the Bid/Issue
Closing Date.

SECTION 8: INTEREST AND REFUNDS

8.1 COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING

The Issuer shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges are taken within six Working Days of the Bid/Issue Closing Date. The Registrar

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 to the Issue may initiate corporate action for credit to Equity Shares the beneficiary account with Depositories, and
dispatch the Allotment Advice within six Working Days of the Bid/Issue Closing Date.

8.2 GROUNDS FOR REFUND

8.2.1 NON RECEIPT OF LISTING PERMISSION

An Issuer makes an application to the Stock Exchange(s) for permission to deal in/list and for an official quotation of
the Equity Shares. All the Stock Exchanges from where such permission is sought are disclosed in RHP/Prospectus.
The Designated Stock Exchange may be as disclosed in the RHP/Prospectus with which the Basis of Allotment may
be finalised.

If the Issuer fails to make application to the Stock Exchange(s) or obtain permission for listing of the Equity Shares,
in accordance with the provisions of Section 40 of the Companies Act, 2013, the Issuer shall be punishable with a
fine which shall not be less than ₹ 5 lakhs but which may extend to ₹ 50 lakhs and every officer of the Issuer who is
in default shall be punishable with imprisonment for a term which may extend to one year or with fine which shall
not be less than ₹ 50,000 but which may extend to ₹ 3 lakhs, or with both.

If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of the Stock
Exchange(s), the Issuer may forthwith take steps to refund, without interest, all moneys received from
Bidders/Applicants in pursuance of the RHP/Prospectus.

If such money is not refunded to the Bidders/Applicants within the prescribed time after the Issuer becomes liable to
repay it, then the Issuer and every director of the Issuer who is an officer in default may, on and from such expiry of
such period, be liable to repay the money, with interest at such rate, as disclosed in the RHP/Prospectus.

8.2.2 NON RECEIPT OF MINIMUM SUBSCRIPTION

If the Issuer does not receive a minimum subscription of 90% of the Net Issue (excluding any offer for sale of
specified securities), including devolvement to the Underwriters, the Issuer may forthwith, take steps to unblock the
entire subscription amount received within six Working Days of the Bid/Issue Closing Date and repay, without
interest, all moneys received from Anchor Investors. In case the Issue is in the nature of Offer for Sale only, then
minimum subscription may not be applicable. In case of under-subscription in the Issue involving a Fresh Issue and
the Offer for Sale, the Equity Shares in the Fresh Issue will be issued prior to the sale of Equity Shares in the Offer
for Sale.

If there is a delay beyond the prescribed time after the Issuer becomes liable to pay the amount received from
Bidders/Applicants, then the Issuer and every director of the Issuer who is an officer in default may on and from
expiry of 15 Working Days, be jointly and severally liable to repay the money, with interest at the rate of 15% per
annum in accordance with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended.

8.2.3 MINIMUM NUMBER OF ALLOTTEES

The Issuer may ensure that the number of prospective Allottees to whom Equity Shares may be Allotted may not be
less than 1,000 failing which the entire application monies may be refunded forthwith.

8.2.4 IN CASE OF ISSUES MADE UNDER COMPULSORY BOOK BUILDING

In case an Issuer not eligible under Regulation 26(1) of the SEBI ICDR Regulations, 2009 comes for an Issue under
Regulation 26(2) of SEBI (ICDR) Regulations, 2009 but fails to Allot at least 75% of the Net Issue to QIBs, in such
case full subscription money is to be refunded.

8.3 MODE OF REFUND

(a) In case of ASBA Bids: Within six Working Days of the Bid/Issue Closing Date, the Registrar to the Issue
may give instructions to SCSBs for unblocking the amount in ASBA Account on unsuccessful Bid and also
for any excess amount blocked on Bidding.

(b) In case of Anchor Investors: Within six Working Days of the Bid/Issue Closing Date, the Registrar to the
Issue may dispatch the refund orders for all amounts payable to unsuccessful Anchor Investors.

(c) In case of Anchor Investors, the Registrar to the Issue may obtain from the depositories, the
Bidders’/Applicants’ bank account details, including the MICR code, on the basis of the DP ID, Client ID
and PAN provided by the Anchor Investors in their Anchor Investor Application Forms for refunds.
Accordingly, Anchor Investors are advised to immediately update their details as appearing on the records

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 of their depositories. Failure to do so may result in delays in dispatch of refund orders or refunds through
electronic transfer of funds, as applicable, and any such delay may be at the Anchor Investors’ sole risk and
neither the Issuer, the Registrar to the Issue, the Escrow Collection Banks, or the Syndicate, may be liable
to compensate the Anchor Investors for any losses caused to them due to any such delay, or liable to pay
any interest for such delay. Please note that refunds shall be credited only to the bank account from which
the Bid Amount was remitted to the Escrow Collection Bank.

8.3.1 Electronic mode of making refunds for Anchor Investors

The payment of refund, if any, may be done through various electronic modes as mentioned below:

(a) NECS—Payment of refund may be done through NECS for Bidders/Applicants having an account at any of
the centers specified by the RBI. This mode of payment of refunds may be subject to availability of
complete bank account details including the nine-digit MICR code of the Bidder/Applicant as obtained
from the Depository;

(b) NEFT—Payment of refund may be undertaken through NEFT wherever the branch of the Anchor
Investors’ bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which
can be linked to the MICR of that particular branch. The IFSC Code may be obtained from the website of
RBI as at a date prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the
Anchor Investors have registered their nine-digit MICR number and their bank account number while
opening and operating the demat account, the same may be duly mapped with the IFSC Code of that
particular bank branch and the payment of refund may be made to the Anchor Investors through this
method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any
one of the other modes as discussed in this section;

(c) Direct Credit—Anchor Investors having their bank account with the Refund Banker may be eligible to
receive refunds, if any, through direct credit to such bank account;

(d) RTGS—Anchor Investors having a bank account at any of the centres notified by SEBI where clearing
houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS; and

Please note that refunds through the abovementioned modes shall be credited only to the bank account from which
the Bid Amount was remitted to the Escrow Collection Bank.

For details of levy of charges, if any, for any of the above methods, Anchor Investors may refer to RHP/Prospectus.

8.4 INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND

The Issuer may pay interest at the rate of 15% per annum where the refund or portion thereof is made in electronic
manner, if the Allotment is not made and refund instructions have not been given to the clearing system in the
disclosed manner and/or demat credits are not made to Bidders or instructions for unblocking of funds in the ASBA
Account are not dispatched within the prescribed period under applicable laws.

The Issuer may pay interest at 15% per annum for any delay beyond 15 days from the Bid/Issue Closing Date, if
Allotment is not made.

SECTION 9: GLOSSARY AND ABBREVIATIONS

Unless the context otherwise indicates or implies, certain definitions and abbreviations used in this document may have the
meaning as provided below. References to any legislation, act or regulation may be to such legislation, act or regulation as
amended from time to time.

Term Description
Allotment/Allot/Allotted The allotment of Equity Shares pursuant to the Issue to successful Bidders/Applicants
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders/Applicants who have been
Allotted Equity Shares after the Basis of Allotment has been approved by the designated
Stock Exchanges
Allottee An Bidder/Applicant to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance
with the requirements specified in SEBI ICDR Regulations, 2009 and the Red Herring
Prospectus.

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 Term Description
Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
Form which will be considered as an application for Allotment in terms of the Red Herring
Prospectus and Prospectus
Anchor Investor Portion Up to 60% of the QIB Category which may be allocated by the Issuer in consultation with
the Managers, to Anchor Investors on a discretionary basis. One-third of the Anchor
Investor Portion is reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the price at which allocation is being
done to Anchor Investors
Application Supported by An application, whether physical or electronic, used by Bidders/Applicants, other than
Blocked Amount /ASBA Anchor Investors, to make a Bid and authorising an SCSB to block the Bid Amount in the
specified bank account maintained with such SCSB
ASBA Form Application form, whether physical or electronic, used by ASBA Bidders/Applicants,
which will be considered as the application for Allotment in terms of the Red Herring
Prospectus and the Prospectus
ASBA Account Account maintained with an SCSB which may be blocked by such SCSB to the extent of
the Bid Amount of the Bidder/Applicant
ASBA Bidder/Applicant All Bidders/Applicants except Anchor Investors
Banker(s) to the Issue/Escrow Banks which are clearing members and registered with SEBI as Banker to the Issue with
Collection Bank(s)/Collecting whom the Escrow Account(s) for Anchor Investors may be opened, and as disclosed in the
Banker RHP/Prospectus and Bid cum Application Form of the Issuer
Basis of Allotment Basis on which the Equity Shares may be Allotted to successful Bidders/Applicants under
the Issue
Bid An indication to make an offer during the Bid/Issue Period by a prospective
Bidder/Applicants pursuant to submission of Bid cum Application Form or during the
Anchor Investor Bid/Issue Period by the Anchor Investors, to subscribe for or purchase the
Equity Shares of the Issuer at a price within the Price Band, including all revisions and
modifications thereto. In case of issues undertaken through the fixed price process, all
references to a Bid should be construed to mean an Application
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application Form and
payable by the Bidder/Applicants upon submission of the Bid (except for Anchor
Investors), less discounts (if applicable). In case of issues undertaken through the fixed
price process, all references to the Bid Amount should be construed to mean the
Application Amount
Bid/Issue Closing Date Except in the case of Anchor Investors (if applicable), the date after which the Designated
Intermediaries may not accept any Bids for the Issue, which may be notified in an English
national daily, a Hindi national daily and a regional language newspaper at the place where
the registered office of the Issuer is situated, each with wide circulation. Bidders/Applicants
may refer to the RHP/Prospectus for the Bid/Issue Closing Date
Bid/Issue Opening Date The date on which the Designated Intermediaries may start accepting Bids for the Issue,
which may be the date notified in an English national daily, a Hindi national daily and a
regional language newspaper at the place where the registered office of the Issuer is
situated, each with wide circulation. Bidders/Applicants may refer to the RHP/Prospectus
for the Bid/Issue Opening Date
Bid/Issue Period Except in the case of Anchor Investors (if applicable), the period between the Bid/Issue
Opening Date and the Bid/Issue Closing Date inclusive of both days and during which
prospective ASBA Bidders/Applicants can submit their Bids, inclusive of any revisions
thereof. The Issuer may consider closing the Bid/Issue Period for QIBs one working day
prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations, 2009.
Bidders/Applicants may refer to the RHP/Prospectus for the Bid/Issue Period
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bidder/Applicant Any prospective investor who makes a Bid pursuant to the terms of the RHP/Prospectus
and the Bid cum Application Form. In case of issues undertaken through the fixed price
process, all references to a Bidder/Applicant should be construed to mean an Applicant

541
 Term Description
Book Built Process/Book The book building process as provided under SEBI ICDR Regulations, 2009, in terms of
Building Process/Book Building which the Issue is being made
Method
Broker Centres Broker centres notified by the Stock Exchanges, where Bidders/Applicants can submit the
ASBA Forms to a Registered Broker. The details of such broker centres, along with the
names and contact details of the Registered Brokers are available on the websites of the
Stock Exchanges.
BRLM(s)/Book Running Lead The Book Running Lead Manager to the Issue as disclosed in the RHP/Prospectus and the
Manager(s)/Lead Manager/LM Bid cum Application Form of the Issuer. In case of issues undertaken through the fixed
price process, all references to the Book Running Lead Manager should be construed to
mean the Lead Manager or LM
Business Day Monday to Saturday (except 2nd and 4th Saturday of a month and public holidays)
CAN/ Confirmation of Notice or intimation of allocation of Equity Shares sent to Anchor Investors, who have been
Allocation Note allocated Equity Shares, after the Anchor Investor Bid/ Issue Period
Cap Price The higher end of the Price Band, above which the Issue Price and the Anchor Investor
Issue Price may not be finalised and above which no Bids may be accepted
Client ID Client Identification Number maintained with one of the Depositories in relation to demat
account
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Participant or CDPs and who is eligible to procure Bids at the Designated CDP Locations in terms of circular
number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Cut-off Price Issue Price, finalised by the Issuer in consultation with the Book Running Lead Manager(s),
which can be any price within the Price Band. Only RIIs, Retail Individual Shareholders
and employees are entitled to Bid at the Cut-off Price. No other category of
Bidders/Applicants are entitled to Bid at the Cut-off Price
DP Depository Participant
DP ID Depository Participant’s Identification Number
Depositories National Securities Depository Limited and Central Depository Services (India) Limited
Demographic Details Details of the Bidders/Applicants including the Bidders’/Applicants’ address, name of the
Applicant’s father/husband, investor status, occupation and bank account details
Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Forms used by
Bidders/Applicants (excluding Anchor Investors) and a list of which is available on
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html
Designated CDP Locations Such locations of the CDPs where Bidders/Applicants can submit the ASBA Forms to
Collecting Depository Participants.
The details of such Designated CDP Locations, along with names and contact details of the
Collecting Depository Participants eligible to accept ASBA Forms are available on the
websites of the respective Stock Exchanges (www.bseindia.com and www.nseindia.com)
Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from the Escrow
Account and the amounts blocked by the SCSBs are transferred from the ASBA Accounts,
as the case may be, to the Public Issue Account or the Refund Account, as appropriate, after
the Prospectus is filed with the RoC, following which our Board of directors may Allot
Equity Shares to successful Bidders/Applicants in the Fresh Issue may give delivery
instructions for the transfer of the Equity Shares constituting the Offer for Sale
Designated Intermediaries Members of the Syndicate, Sub-Syndicate/Agents, SCSBs, Registered Brokers, Brokers, the
CDPs and RTAs, who are authorised to collect Bid cum Application Forms from the
Bidders/Applicants, in relation to the Issue
Designated RTA Locations Such locations of the RTAs where Bidders/Applicants can submit the ASBA Forms to
RTAs.
The details of such Designated RTA Locations, along with names and contact details of the
RTAs eligible to accept ASBA Forms are available on the websites of the respective Stock
Exchanges (www.bseindia.com and www.nseindia.com)
Designated Stock Exchange The designated stock exchange as disclosed in the RHP/Prospectus of the Issuer

542
 Term Description
Discount Discount to the Issue Price that may be provided to Bidders/Applicants in accordance with
the SEBI ICDR Regulations, 2009.
Draft Prospectus The draft prospectus filed with SEBI in case of Fixed Price Issues and which may mention
a price or a Price Band
Employees Employees of an Issuer as defined under SEBI ICDR Regulations, 2009 and including, in
case of a new company, persons in the permanent and full time employment of the
promoting companies excluding the promoters and immediate relatives of the promoters.
For further details, Bidder/Applicant may refer to the RHP/Prospectus
Equity Shares Equity Shares of the Issuer
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the Anchor
Investors may transfer money through NEFT, direct credit or RTGS in respect of the Bid
Amount when submitting a Bid
Escrow Agreement Agreement to be entered into among the Issuer, the Registrar to the Issue, the Book
Running Lead Manager(s), the Syndicate Member(s), the Escrow Collection Bank(s) and
the Refund Bank(s) for collection of the Bid Amounts from Anchor Investors and where
applicable, remitting refunds of the amounts collected to the Anchor Investors on the terms
and conditions thereof
Escrow Collection Bank(s) Refer to definition of Banker(s) to the Issue
FCNR Account Foreign Currency Non-Resident Account
First Bidder/Applicant The Bidder/Applicant whose name appears first in the Bid cum Application Form or
Revision Form
FII(s) Foreign Institutional Investors as defined under the SEBI (Foreign Institutional Investors)
Regulations, 1995 and registered with SEBI under applicable laws in India
Fixed Price Issue/Fixed Price The Fixed Price process as provided under SEBI ICDR Regulations, 2009, in terms of
Process/Fixed Price Method which the Issue is being made
Floor Price The lower end of the Price Band, at or above which the Issue Price and the Anchor Investor
Issue Price may be finalised and below which no Bids may be accepted, subject to any
revision thereto
FPIs Foreign Portfolio Investors as defined under the Securities and Exchange Board of India
(Foreign Portfolio Investors) Regulations, 2014
FPO Further public offering
Foreign Venture Capital Foreign Venture Capital Investors as defined and registered with SEBI under the SEBI
Investors or FVCIs (Foreign Venture Capital Investors) Regulations, 2000
IPO Initial public offering
Issue Public issue of Equity Shares of the Issuer including the Offer for Sale if applicable
Issuer/Company The Issuer proposing the initial public offering/further public offering as applicable
Issue Price The final price, less discount (if applicable) at which the Equity Shares may be Allotted to
Bidders/Applicants other than Anchor Investors, in terms of the Prospectus. Equity Shares
will be Allotted to Anchor Investors at the Anchor Investor Issue Price The Issue Price may
be decided by the Issuer in consultation with the Book Running Lead Manager(s)
Locations Bidding centres where the syndicate shall accept ASBA Forms from Bidders/Applicants
Maximum RII Allottees The maximum number of RIIs who can be Allotted the minimum Bid Lot. This is computed
by dividing the total number of Equity Shares available for Allotment to RIIs by the
minimum Bid Lot.
MICR Magnetic Ink Character Recognition - nine-digit code as appearing on a cheque leaf
Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996
Mutual Funds Portion 5% of the QIB Category (excluding the Anchor Investor Portion) available for allocation to
Mutual Funds only, being such number of equity shares as disclosed in the RHP/Prospectus
and Bid cum Application Form
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer

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 Term Description
NRE Account Non-Resident External Account
NRI NRIs from such jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Issue and in relation to whom the RHP/Prospectus constitutes an
invitation to subscribe to or purchase the Equity Shares
NRO Account Non-Resident Ordinary Account
Net Issue The Issue less reservation portion
Non-Institutional Investors or All Bidders/Applicants, including sub accounts of FIIs registered with SEBI which are
NIIs foreign corporates or foreign individuals and FPIs which are Category III foreign portfolio
investors, that are not QIBs or RIBs and who have Bid for Equity Shares for an amount of
more than ₹ 200,000 (but not including NRIs other than Eligible NRIs)
Non-Institutional Category The portion of the Issue being such number of Equity Shares available for allocation to NIIs
on a proportionate basis and as disclosed in the RHP/Prospectus and the Bid cum
Application Form
Non-Resident A person resident outside India, as defined under FEMA and includes Eligible NRIs, FPIs
and FVCIs registered with SEBI
OCB/Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to the
extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of
beneficial interest is irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003 and immediately before such date had taken benefits under
the general permission granted to OCBs under FEMA
Offer for Sale Public offer of such number of Equity Shares as disclosed in the RHP/Prospectus through
an offer for sale by the Selling Shareholders
Other Investors Investors other than Retail Individual Investors in a Fixed Price Issue. These include
individual applicants other than retail individual investors and other investors including
corporate bodies or institutions irrespective of the number of specified securities applied for
PAN Permanent Account Number allotted under the Income Tax Act, 1961
Price Band Price Band with a minimum price, being the Floor Price and the maximum price, being the
Cap Price and includes revisions thereof. The Price Band and the minimum Bid lot size for
the Issue may be decided by the Issuer in consultation with the Book Running Lead
Manager(s) and advertised, at least five working days in case of an IPO and one working
day in case of FPO, prior to the Bid/Issue Opening Date, in English national daily, Hindi
national daily and regional language at the place where the registered office of the Issuer is
situated, newspaper each with wide circulation
Pricing Date Date on which the Issuer in consultation with the Book Running Lead Manager(s), finalise
the Issue Price
Prospectus Prospectus to be filed with the RoC in accordance with Section 26 of the Companies Act,
2013 after the Pricing Date, containing the Issue Price, the size of the Issue and certain
other information
Public Issue Account Bank account opened with the Banker to the Issue to receive monies from the Escrow
Account and from the ASBA Accounts on the Designated Date
QIB Category The portion of the Issue being such number of Equity Shares to be Allotted to QIBs on a
proportionate basis
Qualified Institutional Buyers or As defined under SEBI ICDR Regulations, 2009
QIBs
RTGS Real Time Gross Settlement
Red Herring Prospectus/RHP The red herring prospectus issued in accordance with Section 32 of the Companies Act,
2013, which does not have complete particulars of the price at which the Equity Shares are
offered and the size of the Issue. The RHP may be filed with the RoC at least three days
before the Bid/Issue Opening Date and may become a Prospectus upon filing with the RoC
after the Pricing Date. In case of issues undertaken through the fixed price process, all
references to the RHP should be construed to mean the Prospectus
Refund Account(s) The account opened with Refund Bank(s), from which refunds to Anchor Investors, if any,
of the whole or part of the Bid Amount may be made

544
 Term Description
Refund Bank(s) Refund bank(s) as disclosed in the RHP/Prospectus and Bid cum Application Form of the
Issuer
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Agents or RTAs Designated RTA Locations in terms of circular number CIR/CFD/POLICYCELL/11/2015
dated November 10, 2015 issued by SEBI
Registered Broker Stock Brokers registered with the Stock Exchanges having nationwide terminals, other than
the members of the Syndicate
Registrar to the Issue/RTO The Registrar to the Issue as disclosed in the RHP/Prospectus and Bid cum Application
Form
Reserved Category/Categories Categories of persons eligible for making application/Bidding under reservation portion
Reservation Portion The portion of the Issue reserved for such category of eligible Bidders/Applicants as
provided under the SEBI ICDR Regulations, 2009
Retail Individual Investors/RIIs Investors who applies or bids for a value of not more than ₹ 200,000
Retail Individual Shareholders Shareholders of a listed Issuer who applies or bids for a value of not more than ₹ 200,000.
Retail Category The portion of the Issue being such number of Equity Shares available for allocation to RIIs
which shall not be less than the minimum Bid Lot, subject to availability in RII category
and the remaining shares to be Allotted on proportionate basis.
Revision Form The form used by the Bidders/Applicants in an issue through Book Building Process to
modify the quantity of Equity Shares and/or bid price indicated therein in any of their Bid
cum Application Forms or any previous Revision Form(s)
RoC The Registrar of Companies
SEBI The Securities and Exchange Board of India constituted under the Securities and Exchange
Board of India Act, 1992
SEBI ICDR Regulations, 2009 The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009
Self Certified Syndicate Bank(s) A bank registered with SEBI, which offers the facility of ASBA and a list of which is
or SCSB(s) available on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html
Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms
Stock Exchanges/SE The stock exchanges as disclosed in the RHP/Prospectus of the Issuer where the Equity
Shares Allotted pursuant to the Issue are proposed to be listed
Syndicate The Book Running Lead Manager(s) and the Syndicate Member
Syndicate Agreement The agreement to be entered into among the Issuer, and the Syndicate in relation to
collection of ASBA Forms by Syndicate Members
Syndicate Member(s)/SM The Syndicate Member(s) as disclosed in the RHP/Prospectus
Underwriters The Book Running Lead Manager(s) and the Syndicate Member(s)
Underwriting Agreement The agreement among the Issuer, and the Underwriters to be entered into on or after the
Pricing Date
Working Day All days other than the second and fourth Saturdays of each month, Sundays or public
holidays, on which commercial banks in Mumbai are open for business; provided however,
when referring to (a) announcement of Price Band; and (b) Bid/Issue Period, the term shall
mean all days, excluding Saturdays, Sundays and public holidays, on which commercial
banks in Mumbai are open for business; and (c) the time period between the Bid/Issue
Closing Date and the listing of the Equity Shares on the Stock Exchanges, shall mean all
trading days of Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI
Circular no. SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

545
 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government, the FDI Policy (as
defined below) and FEMA. The government bodies responsible for granting foreign investment approvals are FIPB and the
RBI.

The Government has from time to time has made policy pronouncements on FDI through circulars, clarifications, press notes
and press releases. The DIPP, issued the consolidated FDI Policy by way of circular number D/o IPP F. No. 5(1)/2016-FC-1
dated June 7, 2016 (“FDI Policy”), which with effect from June 7, 2016, consolidates and supersedes all previous press notes,
press releases, circulars and clarifications on FDI issued by the DIPP that were in force and effect as on June 7, 2016. The
FDI policy incorporates the changes made in the past year, including liberalisation of sectors such as construction, defence,
broadcasting, Single Brand Retail Trading and LLPs. The Government proposes to update the consolidated circular on FDI
Policy once every year and therefore, FDI Policy will be valid until an updated circular is issued by the DIPP.

The SECC Regulations states that, subject to the limits as otherwise prescribed by the Central Government from time to time,
the combined holding of all persons resident outside India in the paid up equity share capital of a recognised stock exchange
cannot exceed, at any time, 49% of its total paid up equity share capital.

In terms of the SECC Regulations, no non-resident, directly or indirectly, either individually or together with persons acting
in concert is permitted to acquire or hold more than 5% of the paid-up equity share capital of a recognised stock exchange.
However, the union cabinet, pursuant to the press release dated July 27, 2016 (the “Press Release”) has approved increasing
the foreign shareholding limit from 5% to 15% in Indian stock exchanges for a stock exchange, a depository, a banking
company, an insurance company and a commodity derivative exchange. In addition, SEBI, in its board meeting dated
September 23, 2016, has approved amendment to Regulation 17 of the SECC Regulations to increase the limit of
shareholding of FIIs / FPIs in stock exchanges from 5% to 15%. The SECC Regulations are yet to be amended in this regard.

In terms of the SECC Regulations and the FDI Policy, an FPI is restricted from acquiring shares of the stock exchange
otherwise than through the secondary market. The Press Release states that the Union cabinet has also approved the proposal
to allow FPI to acquire shares through initial allotment, besides the secondary market, in the stock exchanges.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the FIPB or the
RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI Policy and transfer
does not attract the provisions of the Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits
under the FDI policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI and the RBI.

The above information is given for the benefit of the Bidders / Applicants. Our Company, the Selling Shareholders,
the Managers are not liable for any amendments or modification or changes in applicable laws or regulations, which
may occur after the date of this Draft Red Herring Prospectus. Bidders / Applicants are advised to make their
independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits
under laws or regulations.

546
 SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our
Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations, the main provisions of the
Articles of Association of our Company are detailed below:

Applicability of Table ‘F’, Schedule I to the Companies Act, 2013

As regards applicability of Table ‘F’, Schedule I to the Companies Act, 2013, the Articles states that “The Regulations
contained in Table marked ‘F’ in Schedule I to the Companies Act, 2013 shall not apply to the Company, but the regulations
for the management of the Company and for the observances by the members thereof and their representatives, shall subject
to any exercise of the statutory powers of the Company with reference to the repeal or alteration of, or addition to its
regulations by Special Resolution, or as prescribed by the Companies Act, 2013 be such as are contained in these Articles.”

Share Capital

Article 3 provides that “The Authorised Share Capital of the Company shall be of such amount and of such description as is
stated for the time being or at any time, in the Memorandum of Association of the Company and the Company shall have
power to increase or reduce the share capital from time to time in accordance with the regulations of the Company and the
legislative provisions for the time being in force in this regard.”

Article 8 provides that “Subject to the provisions of the Act and these presents, the shares in the Capital of the Company for
the time being (including any shares forming part of any increased capital of the Company) shall be under the control of the
Directors who may allot or otherwise dispose off the same or any of them to such persons in such proportions and on such
terms and conditions and either at a premium or at par or (subject to compliance with the provisions of Section 53 of the Act)
at a discount and at such times as they may from time to time think fit and proper with the sanction in the General Meeting to
give to any person or persons the option or right to call for any Shares either at par or premium during such time and for such
consideration as the Directors think fit, and may issue and allot Shares in the capital of the Company on payment in full or
part of any property sold and transferred or for any services rendered to the Company in the conduct of its business and any
Shares which may so be allotted may be issued as fully paid up Shares and if so issued, shall be deemed to be fully paid
Shares.

Provided that option or right to call shares shall not be given to any person except with the sanction of the Company in
General Meeting.”

Article 9 provides that “Subject to the provisions of the Act and these presents the Board may allot and issue shares in the
capital of the Company as payment or part payment for any property sold or goods transferred or machinery supplied or for
services rendered to the Company and any shares which may be so allotted may be issued as fully paid-up or partly paid-up
and if so issued shall be deemed to be fully paid-up shares or partly paid-up shares.”

Article 13 provides that “Where any calls for further share capital are made on shares, such call shall be made on a uniform
basis on all shares falling under the same class. For the purpose of this Article, shares of the same nominal value on which
different amounts have been paid-up shall not be deemed to fall under the same class.”

Underwriting Commission

Article 18 provides that “

(i) The Company may at any time pay a commission to any person for subscribing or agreeing to subscribe (whether
absolutely or conditionally) for any shares, debentures or debenture stock or any other security of the Company or
for procuring or agreeing to procure subscriptions (whether absolute or conditional) for any share debentures or
debenture stock or any other security of the Company but so that if the commission in respect of shares shall be paid
or payable out of the proceeds of the respective issue or profit or both, the statutory conditions and requirements
shall be observed and complied with and the amount or rate of commission shall not exceed the rates prescribed by
the Act. The Commission may be paid or satisfied in cash or in shares, debenture or debenture stock of the
Company.

(ii) The Company may also, on issue of such shares pay such brokerage as may be permissible under the Act.”

Certificates

Article 19 provides that “the certificate of title to securities shall be issued under the Seal of the Company in presence of and
bearing the signature of two directors or persons duly authorized by the Board or its committee, as the case may be and the
secretary or some other persons appointed by the Board for the purpose. If the composition of the Board permits of it, at-least
one of the aforementioned two directors shall be a person other than a managing director or a whole time director. The

547
certificate of such shares shall subject to provisions of Section 56 of the Act be delivered in accordance with the procedure
laid down in the Act within two months after the allotment in case of allotment of shares or within one month from the date of
receipt by the Company of the instrument of transfer in case of transfer or within one month from the date of receipt of
intimation of transmission by the Company or in case of allotment of debentures within six months from the date of allotment
of such debentures, as the case may be. Provided always that notwithstanding anything contained in this Articles, the
certificate of title to share/debenture may be executed and issued in accordance with such other provisions of the Act or Rules
made thereunder, as may be in force for the time being and from time to time. In respect of a security or securities held jointly
by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate of
securities to one of several joint holders shall be sufficient delivery to all such holder. Notwithstanding the above, the
certificates of securities, shall be issued in accordance with the provisions of the Act, the SCR Act, the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and any other
applicable laws.”

Members’ right to Certificate

Article 20 provides that “every Member shall be entitled without payment to one or more certificates in marketable lots for all
the shares of each class or denomination registered in his name or, if the Directors so approve (upon paying such fee or fees
or at the discretion of the Directors without payment of fees as the Directors may from time to time determine) to several
certificates each for one or more shares of each class. Every certificate of shares shall contain such particulars and, shall be in
such form as prescribed by the Companies (Share Capital and Debentures) Rules, 2014, as amended or any other Rules in
substitution or modification thereof. Where a Member has transferred a part of the shares comprised in his holding he shall be
entitled to a certificate for the balance without charge.”

Calls

Article 22 provides that “the Directors may, from time to time, make such calls as they think fit upon the Members in respect
of all monies unpaid on the shares held by them respectively and not by the conditions of allotment thereof made payable at
fixed times, and each Member shall pay the amount of every call so made on him to the person and at the times and places
appointed by the Directors. A call may be made payable by installments.”

Article 23 provides that “a call shall be deemed to have been made at the time when the resolution of the Directors
authorizing such call was passed and may be made payable by Members on the Register of Members on such date or at the
discretion of the Directors on such subsequent date as shall be fixed by the Directors.”

Article 26 provides that “The joint-holders of a share shall be jointly and severally liable to pay all calls in respect thereof.”

Article 27 provides that “If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or
by installments at fixed times, whether on account of the nominal value or by way of premium, every such amount or
installments shall be payable as if it were a call duly made by the Directors and of which due notice has been given and all the
provisions herein contained in respect of calls shall relate to such amount or installments accordingly.”

Article 28 provides that “if the sum payable in respect of any call or installment be not paid on or before the day appointed for
payment thereof the holders for the time being or allottee of the share in respect of which a call shall have been made or the
installment shall be due shall pay interest on the same at such rate as the Directors shall fix from time to time from the day
appointed for the payment thereof to the time of actual payment, but the Directors may waive payments of such interest
wholly or in part. A call may be revoked or postponed at the discretion of the Board.”

Article 30 provides that “The Directors may, if they think fit (subject to the provisions of the Act) agree to and receive from
any Member willing to advance the whole or any part of the moneys due upon the shares held by him beyond the sums
actually called for, and upon the moneys so paid or satisfied in advance or so much thereof as from time to time exceeds the
amount of the calls then made upon the shares in respect of which such advance has been made the Company may pay
interest at such rate as the Member paying such sum in advance and the Directors agree upon and the Directors may at any
time repay the amount so advanced upon giving to such Member one month’s notice in writing; provided that moneys paid in
advance of calls on Shares may carry interest but shall not confer a right to dividend or to participate in profits.

No Member paying any such sum in advance shall be entitled to voting rights in respect of the moneys so paid by him until
the same would but for such payment become presently payable. The provisions of this Article shall mutatis mutandis apply
to calls on Debentures issued by the Company.”

Article 31 provides that “no Member shall be entitled to receive any dividend or exercise any privilege as a Member until he
shall have paid all calls from the time being due and payable on every share held by him, whether alone or jointly with any
person, together with interest and expenses if any.”

Forfeiture, Surrender and Lien

548
Article 32 provides that “If any Member fails to pay the whole or any part of any call or installment of any money due in
respect of any shares either by way of principal or interest on or before the day appointed for the payment of same the
directors may at any time thereafter during such time as the call or installment or any part thereof or other monies remain
unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in part serve a notice on such Member or on
the person (if any) entitled to the share by transmission requiring him to pay such call or installment or such part thereof or
other moneys as remain unpaid together with any interest that have accrued and all expenses (legal or otherwise) that may
have been paid or incurred by the Company by reason of such non-payment.”

Article 33 provides that “The notice shall name a day not being less than fourteen days from the day of the notice and the
place or places on and at which such call or installment or such part or other moneys as aforesaid and such interest and
expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time and at
the place appointed the share in respect of which the call was made or installment is payable will be liable to be forfeited.”

Article 34 provides that “If the requisitions of any such notice as aforesaid are not complied with, any of the shares in respect
of which such notice has been given may at any time thereafter before payment of all calls or installments, interest and
expenses or the money due in respect thereof, be forfeited by resolution of the Directors to the effect. Such forfeiture shall
include all dividends declared in respect of the forfeiture shares and not actually paid before the forfeiture, subject to the
Act.”

Article 35 provides that “When any share shall have been so forfeited an entry of the forfeiture with the date thereof shall be
made in the Register of Members.”

Article 36 provides that “Any share so forfeited shall be deemed to be the property of the Company and may be sold
reallotted or otherwise disposed of either to the original holder thereof or to any other person upon such terms and in such
manner as the Directors shall think fit.”

Article 38 provides that “Any Member whose share have been forfeited shall, notwithstanding the forfeiture, be liable to pay
and shall forthwith pay to the company all calls, installments, interest, expenses and other monies owing upon or in respect of
such shares at the time of the forfeiture together with interest thereon from the time of the forfeiture until payment, at such
rates as may be prescribed by the Directors and the Directors may enforce the payment of the whole or a portion thereof if
they think fit but shall not be under any obligation to do so. Liability of such person shall cease if and when the Company
shall have received payment in full of all such monies in respect of the shares.”

Article 39 provides that “The Company shall have no lien on its fully paid shares. In the case of partly paid up
shares/debentures, registered in the name of each member/ Debentureholder (whether solely or jointly with another or others)
and upon the proceeds of sale thereof the Company shall have a first and paramount lien only for all monies called or
payable(whether presently payable or not) at a fixed time in respect of such shares/debentures and no equitable interest in any
share/ debenture shall be created except upon the footing and condition that this Article will have fullest effect. Any such lien
shall extend to all dividends, from time to time, and bonus declared in respect of such shares/debentures subject to the Act.
Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of the Company’s lien, if
any, on such shares/debentures. Provided that the Board may at any time declare any Share/ Debenture to be wholly or in part
exempt from the provisions of this clause.”

Article 40 provides that “For the purpose of enforcing such lien the Directors may sell the shares subject thereto in such
manner as they think fit, but no sale be made unless certain sum in respect of which the lien exists is presently payable nor
until notice in writing of the intention to sell shall have been served on such Member or the person (if any) entitled by
transmission to the share and default shall have been made by him in payment of the sum presently payable for seven days
after such notice.”

Article 41 provides that “The net proceeds of any such sale after payment of the costs of such sale shall be applied in or
towards the satisfaction of the debt or liability in respect whereof the lien exists so far as the same is presently payable and the
residue (if any) paid to the Member or the person (if any) entitled to the transmission of the shares so sold.”

Article 42 provides that “A certificate in writing under the hands of any Directors, Manager or the Secretary of the Company
that the call in respect of a share was made, and that the forfeiture of the share was made, by a resolution of the Directors to
that effect, shall be conclusive evidence of the fact stated therein as against all persons entitled to such share.”

Article 43 provides that “The Company may receive the consideration, if any, given for the share on any sale, reallotment or
other disposition thereof and the person to whom such share is sold reallotted or disposed of may be registered as the holder
of the share and such person shall not be bound to see the application of the consideration, if any, nor shall his title to the
share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, reallotment or other
disposal of the share and the remedy of any person aggrieved by the sale shall be in damages only and against the Company
exclusively.”

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Transfer and Transmission of Shares

Article 46 provides that “Every such instrument of transfer shall be executed both by the transferor and the transferee and the
transferor shall be deemed to remain the holder of such share until the name of the transferee shall have been entered in the
Register of members in respect thereof.”

Article 47 provides that “The Company, the transferor and the transferee of the shares shall comply with provisions of
Section 56 of the Act.”

Article 48 provides that “Every instrument of transfer shall be presented to the Company duly stamped for registration within
a period of sixty days from the date of execution, or such lesser period as may be prescribed under the applicable law,
accompanied by the relative share certificates and such evidence as the Board may require to prove the title of the transferor ,
his right to transfer of shares and generally under and subject to such conditions and regulations as the Board shall from time
to time, prescribe and every registered instrument of transfer shall remain in the custody of the Company until destroyed by
order of the Board of Directors, subject to the provisions of law.”

Article 49 provides that “The executors or administrators or holders of a succession certificate or the legal representative of a
deceased (not being one of two or more joint holders) shall be the only persons recognized by the Company as having any
title to the shares registered in the name of such member and Company shall not be bound to recognize such executers or
administrators or holders of succession certificate or the legal representatives unless they shall have first obtained Probate or
Letters of Administration or Succession Certificate or other legal representation as the case may be, from a duly constituted
court in the Union of India provided that in any case where the Board in its absolute discretion thinks fit, the Board may
dispenses with production of probate or letters of Administration or Succession certificate , upon such terms as to indemnity
or otherwise as the Board, in its absolute discretion may think necessary and under Article 51 register the name of any person
who claims to be absolutely entitled to the shares standing in the name of the deceased member as a member.”

Article 50 provides that “In the case of insolvency or liquidation of one or more of the persons named in the Register of
Members as the joint-holders of any share, the remaining holder or holders shall be the only persons recognized by the
Company as having any title to, or interest in, such share, but nothing herein contained shall be taken to release the estate of
the person under insolvency or liquidation from any liability on shares held by him jointly with any other person.”

Article 51 provides that “Subject to the provisions of the Act, any person becoming entitled to shares in consequences of
death, lunacy, bankruptcy, insolvency or liquidation of any Member, by any lawful means other than by a transfer in
accordance with this Articles, may, upon such evidence being produced as may from time to time properly be required by the
Board and subject as hereinafter provided, elect, either (a) to be registered himself as holder of the share; or (b) to make such
transfer of the share as the deceased or insolvent member could have made. The Board shall, in either case, have the same
right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share
before his death or insolvency.

Provided nevertheless, that the person who shall elect to have his nominee registered shall testify the election by executing in
favour of his nominee an instrument of transfer in accordance with the provisions herein contained, and until he does so, he
shall not be freed from any liability in respect of the shares.”

Article 54 provides that “The Board shall have power on giving at least seven days’, or such lesser period as may be
prescribed under the applicable law, previous notice, in such manner as may be prescribed, by advertisement at least once in a
vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the
Registered Office of the Company is situated, in English language in an English newspaper circulating in that district and
having wide circulation in the place where the Registered Office of the Company is situated and publish the notice on website
as may be notified by the Central Government and on the website of the Company, to close the Transfer Books, the Register
of Member or Register of Debenture Holders at such time or times and for such period or periods not exceeding thirty days at
a time and not exceeding in aggregate forty-five days, or such lesser period as may be prescribed under the applicable law, in
each year as it may deem expedient.”

Article 55 provides that “Subject to the provisions of the Act, these Articles the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and any other applicable law, the Board
may, at its absolute and uncontrolled discretion refuse with cause whether in pursuance of any power of the Company under
these Articles or otherwise to register or acknowledge the transfer of, or the transmission by operation of law of the right to,
any shares, whether fully paid or not, or interest of a member therein, or debentures of the Company, and the right of refusal,
shall not be affected by the circumstances that the proposed transferee is already a member of the Company but in such cases,
and the Company shall within thirty days or such lesser period as may be prescribed under the applicable law, from the date
on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the
Company, send notice of the refusal to the transferee and the transferor or to the person giving intimation of such
transmission, as the case may be giving reasons for such refusal.

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Provided that the registration of a transfer shall not be refused on the grounds of the transferor being either alone or jointly
with any other person or persons indebted to the Company on any account whatsoever except where the Company has a lien
on shares. Transfer in whatever lot shall not be refused”

Article 56 provides that “Nothing contained in Article 48 shall prejudice any power of the Company to register as shareholder
any person to whom the right to any shares in the Company has been transmitted by operation of law.”

Article 57 provides that “A transfer of shares or other interest in the Company of a deceased member thereof made by legal
representative shall, although the legal representative is not himself a member, be as valid as if he had been a Member at the
time of the execution of the instrument of transfer.”

Article 58 provides that “Nothing in these presents shall prejudice the powers of the Company to refuse to register the transfer
of any shares subject to the provisions of the Act, these Articles and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended.”

Article 63 provides that “

(1) Notwithstanding anything to the contrary contained in these Articles, the provisions of Securities Contracts
(Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 or any modification thereto, as the
case may be, shall apply in respect of issue, acquisition and holding of equity shares of the Company.

(2) As provided in the foregoing Articles and without prejudice to the provisions of Articles 55, a member shall be at
liberty to transfer the share:

Provided however that the Board may refuse the transfer if in its opinion –

(a) the transfer is being made otherwise than in accordance with relevant SEBI circulars and directives beside
the provisions of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
Regulations, 2012 or any modification thereto, as the case may be; or

(b) the transfer, if made, will not be in the interest of the Company.”

Conversion of shares into stock

Article 64 provides that “The Directors with the sanction of a resolution of the Company in General Meeting may convert any
paid-up shares into stock and may convert all or any stock into paid-up shares of any denomination. When any shares have
been converted into stock, the several holders of such stock may thenceforth transfer their respective interests therein or any
part of such interest in the same manner and subject to the same regulations as and subject to which fully paid-up shares in the
Company’s capital may be transferred or as near thereto as circumstances will admit.”

Article 65 provides that “The stock shall confer on the holders thereof respectively the same privileges and advantages as
regards voting at meeting of the Company and for other purposes as would have been conferred by shares of equal amount in
the capital of the Company of the same class as the shares from which such stock is converted but so that none of such
privileges or advantages, except the participation in profits of the Company or in assets of the Company on winding up, shall
be conferred by any such shares allotted part of stock as would not if existing in shares have conferred such privileges or
advantages. Such conversion shall not affect or prejudice any preference or other special privileges attached to the shares so
converted. Save as aforesaid all the provisions herein contained shall, so far as circumstances shall admit, apply to stock as
well to the shares.”

Increase, Reduction and Alteration of Capital

Article 66 provides that “The Company may from time to time in General Meeting increase its Authorised Share Capital by
issuing further shares of such amount as it thinks expedient.”

Article 67 provides that “

1. Where at any time the Board or the Company, as the case may be, may, propose to increase the subscribed capital by
the issue of further shares then such shares shall be offered, subject to the provisions of section 62 of the Act, and the
rules made thereunder :-

(A) (i) to the persons who at the date of the offer are holders of the equity shares of the Company in
proportion as nearly as circumstances admit to the paid-up share capital on those shares by sending
a letter of offer subject to the conditions mentioned in (ii) to (iv) below;

(ii) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a

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 time not being less than fifteen days and not exceeding thirty days from the date of the offer,
within which the offer if not accepted, shall be deemed to have been declined;

(iii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to him or any of them in favour of any other person and the notice
referred to in sub-clause (ii) shall contain a statement of this right;

(iv) After the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from the
person to whom such notice is given that the person declines to accept the shares offered, the
Board of Directors may dispose of them in such manner which is not disadvantageous to the
Shareholders and the Company;

(B) subject to the provisions of the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) Regulations, 2012 or any modification thereto, to employees under any scheme of
employees’ stock option subject to special resolution passed by the Company and subject to the Rules and
such other conditions, as may be prescribed under applicable law; or

(C) to any person(s), if it is authorised by a special resolution, whether or not those persons include the persons
referred to in clause (A) or clause (B) above either for cash or for a consideration other than cash, if the
price of such shares is determined by the valuation report of a registered valuer subject to such conditions as
may be prescribed under the Act and the rules made thereunder.

2. Nothing in sub-clause (iii) of Clause (1)(A) shall be deemed:-

(i) To extend the time within which the offer should be accepted; or

(ii) To authorize any person to exercise the right of renunciation for a second time on the ground that the person
in whose favour the renunciation was first made has declined to take the shares compromised in the
renunciation.

3. Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of
an option as a term attached to the Debentures issued or loan raised by the Company to convert such Debentures or
loans into Shares in the Company or to subscribe for Shares of the Company:

Provided that the terms of issue of such Debentures or loan containing such an option have been approved before the
issue of such Debentures or the raising of loan by a special resolution passed by the Company in a General Meeting.

4. Notwithstanding anything contained in Article 67(4) hereof, where any debentures have been issued, or loan has
been obtained from any Government by the Company, and if that Government considers it necessary in the public
interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted into
Shares in the Company on such terms and conditions as appear to the Government to be reasonable in the
circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not include a
term for providing for an option for such conversion:

Provided that where the terms and conditions of such conversion are not acceptable to the company, it may, within
sixty days from the date of communication of such order, appeal to the National Company Law Tribunal which shall
after hearing the Company and the Government pass such order as it deems fit.

A further issue of shares may be made in any manner whatsoever as the Board may determine including by way of
preferential offer or private placement, subject to and in accordance with the Act and the rules made thereunder.”

Article 70 provides that “the Company from time to time by Special Resolution reduce its share capital (including the Capital
Redemption Reserve Account if any) in any way authorised by law and in particular may pay off any paid up share capital
upon the footing that it may be called up again or otherwise and if and so far as necessary alter its Memorandum by reducing
the amount of its share capital and of its share accordingly.”

Article 71 provides that “The Company may in the General Meeting by Ordinary Resolution alter the conditions of its
Memorandum as follows:-

(a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; Provided
that no consolidation and division which results in changes in the voting percentage of shareholders shall take effect
unless it is approved by the National Company Law Tribunal on an application made in the prescribed manner

(b) Sub-divided shares or any of them into shares of smaller amount than originally fixed by the Memorandum subject
nevertheless to the provisions of the Act in that behalf. Subject to these presents the resolution by which any shares

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 are sub-divided may determine that as between the holders of the shares resulting from such sub-division one or
more of such shares may be given any preference or advantage or otherwise over the others or any other such shares.

(c) Cancel shares which at the date of such General Meeting have not been taken or agreed to be taken by any person
and diminish the amount of the shares so cancelled.”

Borrowing powers

Article 73 provides that “Subject to the provisions of the Act, the Board may from time to time, by a resolution passed at a
Meeting of the Board accept deposits or borrow moneys from members, either in advance of calls or otherwise or accept
deposits from public and may generally raise and secure the payment of such sum or sums in such manner and upon such
terms and conditions in all respects as they think fit and in particular by the issue of bonds perpetual or redeemable
debentures or debentures or debenture stock, or any mortgage or charge or other security on the undertaking or the whole or
any part of the property of the Company (both present and future) including its uncalled capital for the time being.”

Article 75 provides that “Debenture, debenture stock, bonds or other securities may be assignable free any equities between
the Company and the person to whom the same may be issued.”

Article 76 provides that “Any bonds, debentures, debenture stocks or other debt securities may be issued at a discount,
premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination and with
any special privilege as to redemption, surrender, drawing, allotment of shares, attending at General Meetings of the
Company, appointment of Directors and otherwise Debenture with the right to conversion into or allotment of shares shall be
issued only with the consent of the Company in the General Meeting by a special resolution.”

Article 79 provides that “The Board shall cause a proper Register to be kept in accordance with the provisions of the Act of
all mortgages, debentures and charges specifically affecting the property of the Company, and shall duly comply with the
requirements of the said Act in regard to registration of mortgages and charges and in regard to inspection to be given to
creditors or Members of the Register of Charges and copies of instruments creating charges. Such sums as may be prescribed
by the Act shall be payable by any person other than a creditor or Member of the Company for each inspection of the Register
of Charges.”

Meetings

Article 80 provides that “

(a) (i) The Company shall, in addition to any other meeting hold a general meeting which shall be styled as
“Annual General Meeting” at the intervals and in accordance with the provisions, specified below:

(ii) The Annual General Meeting of the Company, subsequent to the first Annual General Meeting shall be held
by the Company within six months after the expiry of the financial year in which the first General Meeting
was held; and thereafter an Annual General Meeting shall be held in each year by the Company within six
months after the expiry of each financial year;

(iii) Not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the
next;

(b) Every Annual General Meeting shall be called for a time during business hours i.e. between 9 a.m. to 6 p.m. on a day
that is not a national holiday, and shall be held either at the Registered Office of the Company or at some other place
within the city where the registered office is situated and the notices calling the meeting shall specify it as Annual
General Meeting.”

Votes of members

Article 104 provides that “

(a) Upon a show of hands every Member of the Company entitled to vote and present in person or by attorney or proxy
shall have one vote.

(b) Upon a poll every Member of the Company who being an individual is present in person of by attorney or by Proxy
or being a Corporation is present by a representative or proxy shall have a voting right in proportion to his share of
the Paid-up Capital of the Company.”

Article 105 provides that “Any Member who is a Corporation present by a representative duly authorised by resolution of the
Directors or other governing body of such corporation in accordance with the provisions of Section 113 of the Act may vote
on a show of hands as if he was a Member of the Company. The Production at the Meeting of such resolution duly signed by

553
one director of such Corporation or by a member of its governing body and certified by him as being a true copy of the
resolution shall on production at the meeting be accepted by the Company as sufficient evidence of the validity of his
appointment.”

Article 106 provides that “Subject to the provision of the Act, no Member shall be entitled to be present or to vote at any
General Meeting either personally or by proxy or attorney or as a proxy or as attorney in respect of shares registered in his
name, on which calls or other sum shall be overdue and payable to the company in respect of any of the shares of such
Members for more than one month.”

Article 107 provides that “

(a) Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint
another person (whether a member or not) as his proxy to attend and vote instead of himself but a proxy so appointed
shall not have any right to speak at the meeting.

(b) In every notice calling a meeting of the Company, there shall appear with reasonable prominence a statement that a
Member entitled to attend and vote is entitled to appoint proxy to attend and vote instead of himself and that a proxy
need not be a member.”

Article 108 provides that “Votes may be given either personally of by attorney or by proxy or in case of a corporation also by
a representative duly authorised as aforesaid.”

Article 109 provides that “The instrument appointing a proxy shall be in writing under the hand of the appointer or his
attorney or if such appointer is a company or corporation under its common seal or under the hand of a person duly authorised
by such company or corporation in that behalf or under the hand of its attorney who may be the appointer.”

Article 115 provides that “The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such
meeting. The Chairman present at the time of taking of a poll shall be the sole judge of the validity of every vote tendered at
such poll.”

Directors

Article 116 provides that “Unless otherwise determined by a General Meeting of the members of the Company, the number of
Directors shall not be less than three or more than twenty two including Public Interest Directors, Shareholder Directors
(including employee Directors) and the Managing Director and the number of Directors may be increased beyond twenty two
with the approval of the Central Government.”

Article 118(A) provides that “The Securities and Exchange Board of India (SEBI) may from time to time nominate not more
than three person as Directors on the Board of the Company. The Directors appointed under this Article are herein referred to
as “SEBI Nominee Directors”. The SEBI Nominee Directors shall not be subject to retirement by rotation or be removed
from office except by the SEBI. Subject as aforesaid, the SEBI Nominee Directors shall be entitled to the same rights and
privileges and be subject to the same obligations as any other Director of the Company.”

Article 118(AA) provides that “Securities and Exchange Board of India (SEBI) may from time to time, generally after taking
into consideration the names of the persons forwarded by the Board of Directors of the Company nominate on the Board of
Directors of the Company not more than three persons referred to as “Public Interest Directors” who shall be ‘independent
directors’ as per the provisions of the Act from amongst the persons of integrity having necessary professional competence
and experience in the areas related to securities markets. SEBI shall however, have the right to nominate persons, whose
names have not been forwarded by the Board of Directors of the Company. However, SEBI may at any time appoint more
than three Public Interest Directors so that the total number of Directors nominated under Article 118A & 118AA may not
exceed the total number of directors representing shareholders.

The Public Interest Directors shall continue till the time new Public Interest Directors are appointed in their place.

Subject to as aforesaid, the Public Interest Directors shall be entitled to the same rights & privileges and be subject to the
same obligations as any other Director of the company. Any vacancy caused by the resignation, removal, death or otherwise
of such nominated Public Interest Directors shall be filled in, by a similarly nominated person.”

Article 119 provides that “

(i) Subject to the provisions of the Act and the approval of Securities and Exchange Board of India, the Board may,
from time to time, appoint or re-appoint one or more of their body to be Managing Director or Managing Directors
of the Company, for such term not exceeding five years at a time and subject to such terms and conditions as they
may think fit.

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(ii) Subject to the provisions of the Act, the Managing Director shall not, whilst he continues to hold that office, be
subject to retirement by rotation under Article 131 but shall be subject to the same provisions as to the resignation
and removal as the other Directors of the Company and shall ipso facto and immediately cease to be a Managing
Director if he ceases to hold the office of a Director from any cause.

(iii) Subject to the provisions of the Act, Directors may, from time to time, entrust and confer upon the Managing
Director(s) for the time being such of the powers exercisable by them upon such terms and conditions and with such
restrictions as they may think fit either collaterally with, or to the exclusion of their power and from time to time
revoke, withdraw, alter or vary all or any of such powers.”

Article 122 provides that “

(i) The remuneration payable to Directors, including the Managing Director shall, subject to the applicable provisions
of the Act and of these presents and of any contract between him and the Company, be fixed by the Company in
General Meeting from time to time, and may be by way of fixed salary and /or perquisites or commission on profits
of the Company or participation in such profits, or by any or all these modes not expressly prohibited by the Act.

(ii) A Director may receive remuneration by way of a fee for each meeting of the Board or a Committee thereof attended
by him, subject to the maximum prescribed under the Act.”

Proceedings of Directors

Article 140 provides that “The Board of Directors may meet for conduct of business, adjourn and otherwise regulate their
meetings and proceedings as they think fit provided however that there shall be a minimum of four such meetings of the
Board every year in such a manner that not more than 120 (one hundred and twenty) days shall intervene between two
consecutive meetings of the Board.”

Article 141 provides that “The Chairman at any time and the Manager or such other Officer of the Company as may be
authorized by the Directors shall upon the request of a Director convene a meeting of the Directors.”

Dividends

Article 162 provides that “The profit of the Company, subject to any special rights relating thereto created or authorised to be
created by the Memorandum of Association or these presents and subject to the provisions of the Act, and these presents shall
be divisible among the Members in proportion to the amount of capital paid up in the shares held by them respectively.”

Article 165 provides that “The Company in General Meeting may declare a dividend to be paid to the Members according to
their respective rights and interests in the profits and may fix the time for payment.”

Article 166 provides that “No larger dividend shall be declared than is recommended by the Directors but the Company in
General Meeting may declare a smaller dividend, subject to the provisions of Section 123 of the Act, and no dividend shall
carry interest as against the Company. The declaration of the Directors as to the amount of the net profits of the Company
shall be conclusive.”

Article 169 provides that “Subject to Section 123 of the Act, no Member shall be entitled to received payment of any interest
or dividend in respect of his share or shares whilst any money may be due or owing from him to the Company in respect of
such share or shares or otherwise howsoever either alone or jointly with any other person or persons and the Directors may
deduct from the interest or dividend payable to any Member all sums of money so due from him to the Company.”

Article 171 provides that “No dividend shall be payable except in cash, provided that nothing in this Article shall be deemed
to prohibit the capitalisation of profits or reserves of the Company for the purpose of issuing fully paid up bonus shares or
paying up any amount for the time being unpaid on any shares held by the Members of the Company.”

Capitalisation

Article 175 provides that “

(A) The Company in general meeting may, upon the recommendation of the Board, resolve—

(i) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the
Company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for
distribution; and

(ii) that such sum be accordingly set free for distribution in the manner specified in clause (B) below amongst
the Members who would have been entitled thereto, if distributed by way of dividend and in the same

555
 proportions.

(B) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (3)
below, either in or towards:

(a) paying up any amounts for the time being unpaid on any Shares held by such Members respectively;

(b) paying up in full, unissued Shares or other securities of the Company to be allotted and distributed, credited
as fully paid-up, to and amongst such Members in the proportions aforesaid;

(c) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);

(d) issuing fully paid-up bonus Shares; and

(e) A securities premium account and a capital redemption reserve account or any other permissible reserve
account may, for the purposes of these Articles, be applied in the paying up of unissued Shares to be issued
to Members as fully paid bonus Share.

(C) A securities premium account and a capital redemption reserve account or any other permissible reserve account
may, for the purposes of this Article, be applied in the paying up of unissued Shares to be issued to Members of the
Company as fully paid bonus Shares.”

Indemnity and responsibility

Article 195 provides that “

(1) Subject to the provisions of the Act, the Board of Directors, Managing Director, Managers, Secretary and other
officers or other employees for the time being of the company, Auditor and the Trustees, if any, for the time being
acting in relation to any of the affairs of the company and every one of them and every one of their heirs, executors
and administrators shall be indemnified and secured harmless out of the assets and profits of the company from and
against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or
administrators shall or may incur or sustain by or reason of any act done, concurred in or omitted in or about the
execution of their duty, or supposed duty in their respective officers or trusts except such, if any, as they shall incur
or sustain through or by their own wilful neglect or default respectively.

(2) Save and except so far the provisions of this Article shall be avoided by the Act, none of them shall be answerable
for the acts, receipts, neglects or defaults of the other or other of them, or for joining in any receipt for the sake of
conformity, or for insolvency of any bankers or other persons with whom any money’s or effects belonging to the
company shall or may be lodged or deposited for safe custody or for the insufficiency or deficiency of any security
upon which any money’s belonging to the company shall be placed out or invested or invested or for any other loss,
misfortune or damage which may happen in the execution of their respective offices or trusts or in relation thereto,
except when the same shall happen by or though their own wilful neglect or default respectively.

(3) Subject to the provisions of the Act, no Director or other officer of the company shall be liable for the acts, receipts,
neglect or default of any other Director or officer of the company or for joining in any receipt or other act for
conformity for any loss or expenses happening to the company through the insufficiency or deficiency to title to any
property acquired by the order of the Director for or on behalf of the company or for the insufficiency or deficiency
of any security in or upon which any of the moneys of the company shall be invested or for any loss damage arising
from the bankruptcy, insolvency or tortuous act or any person with whom any moneys, securities or effects shall be
deposited or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, or
damage whatsoever, which shall happen in the execution of the duties of his office or in relation thereto unless the
same happens through his own negligence or dishonesty.

(4) Subject to the provisions of the Act (including Section 197 read with Section 196 and Schedule V) and rules made
thereunder, if the Company has obtained an insurance on behalf of its Managing Director, Whole-Time Director,
Manager, Chief Executive Officer, Chief Financial Officer or Company Secretary for indemnifying any of them
against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which
they may be guilty in relation to the Company the premium paid on such insurance shall not be treated as part of the
remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on
such insurance shall be treated as part of the remuneration.”

Winding up

Article 196 provides that “

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(1) If the company shall be wound up and assets available for distribution among the Members as such shall be
insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that as nearly may be, the
losses shall be borne by the Members in proportion to the capital paid-up or which ought to have been paid up at all
commencement of the winding up on the shares held by them respectively and if in a winding up the assets available
for distribution among the Members shall be more than sufficient to repay the whole of the capital paid-up at the
commencement of the winding up, the excess shall be distributed among the Members in proportion to the capital at
the commencement of the winding up paid up or which ought to have been paid up on the shares held by them
respectively.

(2) If the company shall be wound up, whether voluntarily or otherwise, the Liquidator may with the sanction of special
resolution divide among the contributors, in specie or in kind, the whole or any part of the assets of the company and
may, with like sanction, vest any part of the assets of the Company in trustees upon such trusts for the benefit of the
contributors or any of them, as the Liquidator, with the like sanction shall think fit, but so that no contributor shall be
compelled to accept any shares or other securities whereon there is any liability.”

General Powers

Article 196D provides that “The provisions of these Articles must be read in conjunction with the Securities Contracts
(Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 as amended, and other rules, regulations,
circulars, notifications, orders or directions issued by Securities and Exchange Board of India from time to time (each to the
extent applicable).”

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 SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts
entered into in the ordinary course of business carried on by our Company or contracts entered into more than two years
before the date of this Draft Red Herring Prospectus) which are or may be deemed material will be attached to the copy of the
Red Herring Prospectus which will be delivered to the RoC for registration. Copies of the above mentioned contracts and also
the documents for inspection referred to hereunder, may be inspected at the Registered Office between 10 a.m. and 5 p.m. on
all Working Days from the date of the Red Herring Prospectus until the Bid / Offer Closing Date.

A. Material Contracts for the Offer

1. Offer Agreement dated December 28, 2016 among our Company, the Selling Shareholders and the
Managers.

2. Registrar Agreement dated December 19, 2016 among our Company, the Selling Shareholders and the
Registrar to the Offer.

3. Share Escrow Agreement dated December 1, 2016 among our Company and the Share Escrow Agent and
the amendment dated December 28, 2016 entered into among our Company, the Share Escrow Agent and
the Selling Shareholders.

4. Cash Escrow Agreement dated [●] among our Company, the Selling Shareholders, the Registrar to the
Offer, the Managers, the Syndicate Members and the Bankers to the Offer.

5. Syndicate Agreement dated [●] among our Company, the Selling Shareholders, the Managers and the
Syndicate Members.

6. Underwriting Agreement dated [●] among our Company, the Selling Shareholders and the Underwriters.

B. Material Documents

1. Certified copies of the Memorandum of Association and Articles of Association of our Company as
amended from time to time.

2. Certificate of incorporation dated November 27, 1992.

3. Certificate for commencement of business dated March 2, 1993.

4. Grant of recognition as a stock exchange by the Ministry of Finance, GoI through notification in the Gazette
on April 26, 1993, further renewed for periods of five years each through notification in the Gazette on
April 26, 1998 and April 26, 2003, which was renewed by SEBI on a permanent basis with effect from
April 26, 2008 through a notification in the Gazette on April 17, 2008.

5. Resolution of our Board and Shareholders, dated October 4, 2016 and November 10, 2016, respectively, in
relation to the Offer.

6. The approval dated November 21, 2016 from SEBI for listing of Equity Shares in accordance with the
provisions of the SECC Regulations.

7. Copies of the annual reports of our Company for the Financial Years 2016, 2015, 2014, 2013 and 2012.

8. The examination reports of the Joint Auditors dated December 20, 2016 in relation to our Company’s
standalone Restated Financial Information and consolidated Restated Financial Information, included in this
Draft Red Herring Prospectus.

9. The Statement of Tax Benefits dated December 26, 2016 from Khandelwal Jain & Co., Chartered
Accountant.

10. Report on factual findings in connection with agreed-upon procedures relating to non-financial metrics
dated December 26, 2016 issued by Mahajan & Aibara, Chartered Accountants.

11. Consent of the Directors, the Managers, Indian Legal Counsel to our Company, Indian Legal Counsel to the
Managers, International Legal Counsel to our Company, International Legal Counsel to the Managers,
Registrar to the Offer, Bankers to our Company, Bankers to the Offer, Company Secretary and Compliance

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 Officer and Chief Financial Officer as referred to in their specific capacities.

12. Consent letters dated December 28, 2016 from the Joint Auditors, for inclusion of their names as experts
herein.

13. Due Diligence Certificate dated December 28, 2016 addressed to SEBI from the Managers.

14. In principle listing approval dated [●] issued by the Stock Exchange.

15. Tripartite agreement dated October 11, 2007 entered into between our Company, NSDL and the Registrar
to the Offer.

16. Tripartite agreement dated November 25, 2016 entered into between our Company, CDSL and the Registrar
to the Offer.

17. SEBI observation letter no. [●] dated [●].

Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time
if so required in the interest of our Company or if required by the other parties, subject to compliance with the provisions
contained in the Companies Act and other relevant statutes and regulations.

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 DECLARATION

Each Selling Shareholder, severally and not jointly, certifies that all statements and undertakings made in this Draft Red
Herring Prospectus by it or in relation to itself and the Equity Shares being offered by it by way of the Offer are true and
correct. Each Selling Shareholder assumes no responsibility for any other statements in this Draft Red Herring Prospectus.

Signed on behalf of the Selling Shareholders by its duly constituted power of attorney holder

On behalf of National Stock Exchange of India Limited (as the duly constituted power of attorney holder for the
Selling Shareholders)

___________

(Authorised Signatory)

Date: December 28, 2016

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DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act and the guidelines issued by the Government
or the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act have been complied with and no
statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SEBI
Act or rules or regulations made thereunder or guidelines issued, as the case may be. We further certify that all the statements
in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Ashok Chawla
_______________________ Chairman and Public Interest Director

Ravi Narain
_______________________ Vice-Chairman and Shareholder Director

Abhay Havaldar
_______________________ Shareholder Director

Dinesh Kanabar
_______________________ Public Interest Director

Anshula Kant
_______________________ Shareholder Director

Naved Masood
_______________________ Public Interest Director

T.V. Mohandas Pai

_______________________ Public Interest Director

Prakash Parthasarathy
_______________________ Shareholder Director

Dharmishta Raval
_______________________ Public Interest Director

Sunita Sharma
_______________________ Shareholder Director

SIGNED BY THE CHIEF EXECUTIVE OFFICER IN-CHARGE OF OUR COMPANY

J Ravichandran
______________________ Chief Executive Officer In - charge

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

Yatrik Vin
______________________ Chief Financial Officer

Date: December 28, 2016

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 ANNEXURE A - LIST OF SELLING SHAREHOLDERS

Sr. No. Names of the Selling Shareholders Number of Equity Shares offered
1. Tiger Global Five Holdings 14,850,000
2. Aranda Investments (Mauritius) Pte Ltd 9,900,000
3. SAIF II-SE Investments Mauritius Limited 9,900,000
4. GAGIL FDI Limited 8,662,500
5. Norwest Venture Partners X FII – Mauritius 7,837,500
6. Citigroup Strategic Holdings Mauritius Ltd 7,425,000
7. IDBI Bank Limited 7,415,680
8. GS Strategic Investments Limited 6,750,000
9. State Bank of India 6,428,120
10. SBI Capital Markets Limited 5,362,500
11. MS Strategic (Mauritius) Limited 4,455,000
12. Quantum (M) Limited 4,232,770
13. PI Opportunities Fund – I 4,000,000
14. IFCI Limited 3,431,880
15. HDFC Standard Life Insurance Company Limited 2,475,000
16. Bajaj Holdings & Investment Limited 2,040,000
17. Bank of Baroda 1,098,630
18. Housing Development Finance Corporation Limited 811,250
19. GTI Capital Epsilon Pvt Ltd 726,000
20. Beacon India Private Equity Fund 702,230
21. Wolf Creek MB 671,330
22. Wolf Creek BMD MB 633,470
23. WCP Holdings III 618,750
24. J. Caird BMD MB 425,430
25. J. Caird MB 358,640
26. Quissett BMD MB 114,040
27. Quissett MB 86,250

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 ANNEXURE B - US RESALE LETTER

[on the letterhead of an investor who is a U.S. Person or a person in the United States; to be executed after resale of the
Equity Shares outside the United States; to be delivered to the Company prior to the settlement of any sale or other transfer of
Shares]

NATIONAL STOCK EXCHANGE OF INDIA LIMITED (the “Company”)

Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex

Bandra (East), Mumbai 400 051
India

Ladies and Gentlemen:

This letter (“Resale Letter”) relates to the sale or other transfer by us of equity shares (the “Shares”) of the Company, which
is required to be in an offshore transaction pursuant to Regulation S (“Regulation S”) under the Securities Act of 1933, as
amended (the “U.S. Securities Act”). Terms used in this Resale Letter are used as defined in Regulation S, except as
otherwise stated herein.

We hereby represent and warrant to you as follows:

(a) We previously purchased the Shares for our own account (or for one or more beneficial owners for which we have
acted as fiduciary or agent, with complete investment discretion and with authority to bind each such person), as both
a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act) and a “qualified purchaser”
(as defined in Section 2(a)(51) and related rules of the Investment Company Act of 1940, as amended, and the rules
thereunder (the “U.S. Investment Company Act”). We understand that the Shares have not been and will not be
registered under the US Securities Act and that the Company has not registered and will not register as an investment
company under the U.S. Investment Company Act) .

(b) The offer and sale of the Shares by us was not made to a person in the United States or to a U.S. Person (as defined
in Regulation S).

(c) Either:

(i) at the time the buy order for the sale of the Shares by us was originated, the buyer was outside the United
States or we and any person acting on our behalf reasonably believed that the buyer was outside the United
States; or

(ii) the transfer of the Shares by us was executed in, on or through the facilities of the [●] Stock Exchange or
the [●] Stock Exchange, and neither we nor any person acting on our behalf has reason to believe that the
transaction was pre-arranged with a buyer in the United States.

(d) Neither we, nor any of our affiliates, nor any person acting on our or their behalf, has made any directed selling
efforts (as such term is defined in Regulation S) in the United States with respect to the Equity Shares.

(e) The transfer of the Equity Shares by us was not and is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act or the U.S. Investment Company Act.

(f) None of the Company, any of its agents nor any of their respective affiliates participated in the sale of the Equity
Shares by us.

(g) We agree that the Company, its agents and their respective affiliates may rely upon the truth and accuracy of the
foregoing acknowledgments, representations and agreements.

Where there are joint transferors, each must sign this US Resale Letter. A US Resale Letter of a corporation must be signed
by an authorized officer or be completed otherwise in accordance with such corporation’s constitution (and evidence of such
authority may be required).

Yours sincerely,

(Name of Transferor)

By: Title:

Date:

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