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BSE Ltd.

BSE: 538397 Sector: Others
NSE: BSE ISIN Code: INE118H01025
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BSE Ltd. (BSE) - Auditors Report

Company auditors report

To the Members of BSE Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statementsof BSE Limited ("the Company") which comprise the Balance Sheet as at March 312022 the Statement of Profit and Loss including the statement of Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and notes to the standalone Ind AS financial statements including a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind AS financial statements give theinformation required by the Companies Act 2013 as amended ("the Act") in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2022 its profit including other comprehensive income its cash flows and the changesin equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements inaccordance with the Standards on Auditing (SAs) as specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in the‘Auditor's Responsibilities for the Audit of the Standalone Ind AS financialstatements' section of our report. We are independent of the Company in accordancewith the ‘Code of Ethics' issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of the Ind ASfinancial statements under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone Ind AS financialstatements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone Ind AS financial statements forthe financial year ended March 31 2022. These matters were addressed in the context ofour audit of the standalone Ind AS financial statements as a whole and in forming ouropinion thereon and we do not provide a separate opinion on these matters. For eachmatter below our description of how our audit addressed the matter is provided in thatcontext.

We have determined the matters described below to be the key auditmatters to be communicated in our report. We have fulfilled the responsibilities describedin the Auditor's responsibilities for the audit of the standalone Ind AS financialstatements section of our report including in relation to these matters. Accordingly ouraudit included the performance of procedures designed to respond to our assessment of therisks of material misstatement of the standalone Ind AS financial statements. The resultsof our audit procedures including the procedures performed to address the matters belowprovide the basis for our audit opinion on the accompanying standalone Ind AS financialstatements.

Key audit matters How our audit addressed the key audit matter
Valuation of investments and its impairment (as described in note 32 of the standalone Ind AS financial statements)
The Company has investments in various unlisted subsidiaries along with investments in associates mutual funds bonds and debentures of corporates. Our audit procedures included the following:
Assessed the design and implementation of controls over valuation and existence of investments.
These investments represent the most significant amount on the balance sheet. The total of these investments aggregating to Rs. 195987 Lakhs represented approx. 62% of total assets of the Company as at March 31 2022. For the fair valuation models understood and assessed the methodology used. Tested the underlying data and assumptions used in the determination of the fair value.
Investment in subsidiaries are valued at cost and are required to be assessed for impairment in accordance with Ind AS 36 when any indicators of impairment are observed. Investment in bonds are valued at amortised cost and are required to be assessed for the expected credit loss in accordance with Ind AS 109. Traced the quantity held from the independent confirmations provided by Custodian and Fund houses.
Tested the valuation of the quoted and unquoted investments to independent pricing sources.
Assessed and tested the management procedures for performing impairment analysis of investments.
High degree of management's judgement is involved in estimation of the recoverable amount on these investments and there is inherent uncertainty relating to the assumptions supporting such estimates and risk that the fair value of investments is not determined appropriately and hence valuation of investments and its impairment is considered as a key audit matter. Assessed appropriateness and arithmetical accuracy of fair value disclosures pertaining to investments
Information Technology (IT) systems and controls
As a Stock Exchange the reliability of IT systems plays a key role Our audit procedures included the following: in the business operations. Since large volume of transactions are processed the IT controls are required to ensure that systems process data as expected and that changes are made in an appropriate manner. Assessed the information systems used by the Company for IT General Controls (ITGC) and Application controls;
The aspects covered in the IT General Control audit were (i) User Access Management (ii) Program Change Management (iii) Other related ITGCs;
The IT infrastructure is critical for smooth functioning of the Company's business operations as well as for timely and accurate financial accounting and reporting. - to understand the design and test the operating effectiveness of such controls in the system;
Assessed the changes that were made to the key systems during the audit period and assessing changes that have impact on financial reporting;
Due to the pervasive nature and complexity of the IT environment and large volume of transactions we have considered IT systems and controls as a key audit matter. Performed tests of controls (including other compensatory controls wherever applicable) on the IT application controls and IT dependent manual controls in the system.
Tested the design and operating effectiveness of compensating controls where deficiencies were identified and where necessary extended the scope of our substantive audit procedures.
Provisions for litigation and claims (as described in note 36 of the standalone Ind AS financial statements)
There are certain demands raised by regulatory authorities Our audit procedures included the following: employees and others. The Company has disputed such demands by appealing them to relevant statutory forums Obtained and evaluated the Company's accounting policy in relation to accounting assessing and disclosure of claims against the Company.
Understood the design and tested the operating effectiveness of the
For various pending litigations against the Company management judgement is needed to determine whether an obligation exists and a provision should be recorded or disclosure if any required in the financial statements in accordance with the criteria set under IND AS 37 Company's key controls over the identification estimation monitoring and disclosure of provisions for litigations and claims.
Examined the relevant correspondence with regulators to assess developments in key areas and litigation reports to identify potentially material cases.
The measurement of the provision is based on the best estimate of the expenditure required to settle the present obligation. Obtained independent confirmations from lawyers in respect of material cases under litigaton.
Reviewed the Board and other board level committee meeting minutes to assess the effectiveness of management's review controls and conclusions reached.
Considering the judgement and estimate involved matter is considered as a key audit matter. For the significant provisions made understood and assessed the provisioning methodology. Tested the underlying data and assumptions used in the determination of the provisions recorded.
For cases where a provision was not recognized evaluated the adequacy of disclosure made in the Ind AS financial statements.

Information Other than the Ind AS Financial Statements andAuditor's Report Thereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Annual reportbut does not include the standalone Ind AS financial statements and our auditor'sreport thereon.

Our opinion on the standalone Ind AS financial statements does notcover the other information and we do not express any form of assurance conclusionthereon.

In connection with our audit of the standalone Ind AS financialstatements our responsibility is to read the other information and in doing so considerwhether such other information is materially inconsistent with the Ind AS financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated. If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management and the Board of Directors for theStandalone Ind AS financial Statements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standaloneInd AS financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) specified under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and the design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind ASFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone Ind AS financial statements as a whole are free from material misstatementwhether due to fraud or error and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance but is not a guarantee that anaudit conducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone Ind AS financialstatements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to Ind AS financial statements inplace and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the Ind AS financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

Evaluate the overall presentation structure and content of the standalone Ind ASfinancial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalone IndAS financial statements for the financial year ended March 31 2022 and are therefore thekey audit matters. We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the

Order") issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in "Annexure 1" a statementon the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss including the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) of theAct;

(f) With respect to the adequacy of the internal financial controls with reference tothese standalone Ind AS financial statements and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure 2" to this report;

(g) In our opinion the managerial remuneration for the year ended March 31 2022 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements – Refer Note 36 to thestandalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv. a) The management has represented that to the best of its knowledge and belief nofunds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person(s)or entity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries")or provide any guarantee security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any person(s) or entity(ies) includingforeign entities ("Funding Parties") with the understanding whether recordedin writing or otherwise that the Company shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party ("Ultimate Beneficiaries") or provide any guarantee securityor the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (a) and (b) contain any materialmisstatement.

v. The final dividend paid by the Company during the year which was declared for theprevious year is in accordance with section 123 of the Act to the extent it applies topayment of dividend.

As stated in note 15.3 to the standalone Ind AS financial statements the Board ofDirectors of the Company have proposed final dividend for the year which is subject to theapproval of the members at the ensuing Annual General Meeting. The dividend declared is inaccordance with section 123 of the Act to the extent it applies to declaration ofdividend.

For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Jayesh Gandhi
Partner
Membership Number: 037924
UDIN: 22037924AITVQV9711
Place: Mumbai
Date: May 11 2022

Re: BSE Limited (‘the Company')

Annexure 1 referred to in paragraph 1 under the heading

"Report on other legal and regulatory requirements" of ourreport of even date

In terms of the information and explanations sought by us and given by the Company andthe books of account and records examined by us in normal course of audit and to the bestof our knowledge and belief we state that:

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of Intangibleassets.

(b) Property Plant and Equipment have been physically verified by the managementduring the year and no material discrepancies were identified on such verification.

(c) The title deeds of immovable properties (other than properties where the Company isthe lessee and the lease agreements are duly executed in favour of the lessee) are notheld in the name of the Company as detailed below (Refer note 50 to the standalone Ind ASfinancial statements)

Description of Property Gross carrying value ( Rs. In lakhs) Held in name of* Period for which held Reason for not being held in the name of Company
P.J.Towers & Rotunda Towers – Land 22 Trustees of Native Share & Stock Brokers Associates 43 years to 69 years for different parcels Pending transfer from erstwhile trustees – Refer Note
P.J.Towers - Building 1874 Trustees of the Bombay Stock Exchange 43 years Pending transfer from erstwhile trustees – Refer Note
Rotunda Towers – Building 1653 Trustees of the Bombay Stock Exchange 35 years Pending transfer from erstwhile trustees – Refer Note
CAMA - Land & Building 69 Trustees of the Native Share & Stock Brokers Association 50 years Pending transfer from erstwhile trustees – Refer Note
Office at Machinery House 307 Trustees of the Bombay Stock Exchange 28 years Pending transfer from erstwhile trustees – Refer Note

* Not a promoter director or their relative or employee of theCompany.

Note : The application has been made with the land records authorityfor transfer of property in the favour of the Company.

(d) The Company has not revalued its Property Plant and Equipment or intangible assetsduring the year ended March 31 2022.

(e) There are no proceedings initiated or are pending against the Company for holdingany benami property under the Prohibition of Benami Property Transactions Act 1988 andrules made thereunder.

(ii) (a) The Company's business does not require maintenance of inventories andaccordingly the requirement to report on clause 3(ii)(a) of the Order is not applicableto the Company.

(b) The Company has not been sanctioned working capital limits in excess of Rs. fivecrores in aggregate from banks or financial institutions during any point of time of theyear on the basis of security of current assets. Accordingly the requirement to report onclause 3(ii)(b) of the Order is not applicable to the Company.

(iii) (a) During the year the Company has not provided loans advances in the nature ofloans provided guarantee or provided security to companies firms Limited LiabilityPartnerships or any other parties. Accordingly the requirement to report on clause3(iii)(a) of the Order is not applicable to the Company.

(b) The investments made by the Company during the year are not prejudicial to itsinterest. During the year the Company has not provided guarantees provided security andgranted loans and advances in the nature of loans to companies firms Limited LiabilityPartnerships or any other parties.

(c) The Company has not granted loans and advances in the nature of loans to companiesfirms Limited Liability Partnerships or any other parties. Accordingly the requirementto report on clauses 3(iii)(c) 3(iii)(d) 3(iii)(e) and 3(iii)(f) of the Order are notapplicable to the Company.

(iv) There are no loans investments guarantees and securities given in respect ofwhich provisions of section 185 of the Companies Act 2013 are applicable. According tothe information and explanations given to us the Company has complied with the provisionsof 186 of the Companies Act 2013 in respect investments made by the Company.

(v) The Company has neither accepted any deposits from the public nor accepted anyamounts which are deemed to be deposits within the meaning of sections 73 to 76 of theCompanies Act and the rules made thereunder to the extent applicable.

Accordingly the requirement to report on clause 3(v) of the Order is not applicable tothe Company.

(vi) The Central Government has not specified the maintenance of cost records underSection 148(1) of the Companies Act 2013 for the services rendered by the Company.Accordingly the requirement to report on clause 3(vi) of the Order is not applicable tothe Company.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputedstatutory dues including goods and services tax provident fund employees' stateinsurance income-tax sales-tax service tax duty of customs duty of excise valueadded tax cess and other statutory dues applicable to it. According to the informationand explanations given to us and based on audit procedures performed by us no undisputedamounts payable in respect of these statutory dues were outstanding at the year end fora period of more than six months from the date they became payable. As informed to us theprovisions of employees' state insurance sales-tax duty of custom duty of exciseand value added tax are not applicable to the Company.

(b) The dues of goods and services tax provident fund employees' stateinsurance income-tax sales-tax service tax duty of custom duty of excise value addedtax cess and other statutory dues have not been deposited on account of any dispute areas follows

Name of the statute Nature of the dues Amount ( Rs. in Lakhs) Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax 235.10 AY 2008-09 Supreme Court
Demands 556.73 AY 2010-11 High Court
93.06 AY 2016-17 Commissioner of Income Tax (Appeals)
103.06 AY 2018-19
Finance Act 1994 (Service Tax) Service Tax Demand 127.43 FY 2005-06 to 2008-09 Customs Excise and Service Tax Appellate Tribunal (CESTAT)

(viii) The Company has not surrendered or disclosed any transactionpreviously unrecorded in the books of account in the tax assessments under the Income TaxAct 1961 as income during the year. Accordingly the requirement to report on clause3(viii) of the Order is not applicable to the Company.

(ix) (a) The Company did not have any outstanding loans or borrowings or interestthereon due to any lender during the year. Accordingly the requirement to report onclause 3(ix)(a) of the Order is not applicable to the Company.

(b) The Company has not been declared willful defaulter by any bank or financialinstitution or government or any government authority.

(c) The Company did not have any term loans outstanding during the year hence therequirement to report on clause 3(ix)(c) of the Order is not applicable to the Company.

(d) The Company did not raise any funds during the year hence the requirement toreport on clause 3(ix)(d) of the Order is not applicable to the Company.

(e) On an overall examination of the financial statements of the Company the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries or associates.

(f) The Company has not raised loans during the year on the pledge of securities heldin its subsidiaries joint ventures or associate companies. Hence the requirement toreport on clause 3(ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial publicoffer / further public offer (including debt instruments) hence the requirement to reporton clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares/fully or partially or optionally convertible debentures during the year under audit andhence the requirement to report on clause 3(x)(b) of the Order is not applicable to theCompany.

(xi) (a) No fraud/ material fraud by the Company or on the Company has been noticed orreported during the year.

(b) During the year no report under sub-section (12) of section 143 of the CompaniesAct 2013 has been filed by us in Form ADT – 4 as prescribed under Rule 13 ofCompanies (Audit and Auditors) Rules 2014 with the Central Government.

(c) As represented to us by the management there are no whistle blower complaintsreceived by the Company during the year.

(xii) The Company is not a nidhi Company as per the provisions of the Companies Act2013. Therefore the requirement to report on clause 3(xii) of the Order is not applicableto the Company.

(xiii) Transactions with the related parties are in compliance with sections 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size andnature of its business.

(b) The internal audit reports of the Company issued till the date of the audit reportfor the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions with its directors orpersons connected with its directors and hence requirement to report on clause 3(xv) ofthe Order is not applicable to the Company.

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act 1934 (2 of1934) are not applicable to the Company. Accordingly the requirement to report on clause3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or Housing Financeactivities without obtained a valid Certificate of Registration (CoR) from the ReserveBank of India as per the Reserve Bank of India Act 1934.

(c) The Company is not a Core Investment Company as defined in the regulations made byReserve Bank of India.

Accordingly the requirement to report on clause 3(xvi)(c) of the Order is notapplicable to the Company.

(d) There is no Core Investment Company as a part of the Group hence the requirementto report on Clause 3(xvi)

(d) of the Order is not applicable to the Company.

(xvii) The Company has not incurred cash losses in the current financial year and inthe preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year andaccordingly requirement to report on Clause 3(xviii) of the Order is not applicable to theCompany.

(xix) On the basis of the financial ratios disclosed in note 51 to the financialstatements ageing and expected dates of realization of financial assets and payment offinancial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date. Wehowever state that this is not an assurance as to the future viability of the Company. Wefurther state that our reporting is based on the facts up to the date of the audit reportand we neither give any guarantee nor any assurance that all liabilities falling duewithin a period of one year from the balance sheet date will get discharged by theCompany as and when they fall due.

(xx) (a) In respect of other than ongoing projects there are no unspent amounts inrespect of CSR that are required to be transferred to a fund specified in Schedule VII ofthe Companies Act (the Act) in compliance with second proviso to sub section 5 of section135 of the Act. This matter has been disclosed in note 28.1 to the financial statements.

(b) In respect of ongoing projects there are no unspent amounts in respect of CSRthat are required to be transferred to a special account in compliance of provision of subsection (6) of section 135 of Companies Act. This matter has been disclosed in note 28.1to the financial statements.

For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Jayesh Gandhi
Partner
Membership Number: 037924
UDIN: 22037924AITVQV9711
Place: Mumbai
Date: May 11 2022

Re: BSE Limited

Annexure 2 referred to in paragraph 2 (f) under the heading

"Report on other legal and regulatory requirements" of ourreport of even date

Report on the Internal Financial Controls under Clause (i) ofSubsection 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference tofinancial statements of BSE Limited ("the Company") as of March 31 2022 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India ("ICAI"). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial informationas required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to these standalone Ind AS financial statementsbased on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting (the "Guidance Note")and the Standards on Auditing as specified under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls both issued byICAI"). Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting with reference to thesestandalone Ind AS financial statements was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls over financial reporting with reference tothese standalone Ind AS financial statements and their operating effectiveness. Our auditof internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting with reference tothese standalone Ind AS financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the internal financial controlsover financial reporting with reference to these standalone Ind AS financial statements.

Meaning of Internal Financial Controls Over Financial Reporting withreference to these Standalone Ind AS Financial Statements

A company's internal financial control over financial reportingwith reference to these standalone Ind AS financial statements is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting with reference to these standalone Ind AS financial statements includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a materialeffect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting With Reference to these Standalone Ind AS Financial Statements

Because of the inherent limitations of internal financial controls overfinancial reporting with reference to these standalone Ind AS financial statementsincluding the possibility of collusion or improper management override of controlsmaterial misstatements due to error or fraud may occur and not be detected. Alsoprojections of any evaluation of the internal financial controls over financial reportingwith reference to these standalone Ind AS financial statements to future periods aresubject to the risk that the internal financial control over financial reporting withreference to these standalone Ind AS financial statements may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

In our opinion the Company has in all material respects adequateinternal financial controls over financial reporting with reference to these standaloneInd AS financial statements and such internal financial controls over financial reportingwith reference to these standalone Ind AS financial statements were operating effectivelyas at March 31 2022 based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial

Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Jayesh Gandhi
Partner
Membership Number: 037924
UDIN: 22037924AITVQV9711
Place : Mumbai
Date: May 11 2022

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