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AGM NoticeNOTICE is hereby given that the Fourteenth Annual General Meeting of BSE Limited will be held on Monday, July 15, 2019 at 11.30 A.M. at Sir Dinshaw Petit International Convention Hall, 1st Floor, P. J. Towers, Dalal Street, Mumbai – 400 001, to transact the following business:

ORDINARY BUSINESS1. To receive, consider and adopt the Audited Financial Statements

(including Audited Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2019 and the Reports of the Board of Directors and Auditors thereon.

2. To confirm the payment of Interim Dividend and to declare Final Dividend on equity shares for the Financial Year ended March 31, 2019.

SPECIAL BUSINESS3. To consider and approve retirement of Smt. Rajeshree Sabnavis

from post of Shareholder Director of the Company.

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT Smt. Rajeshree Sabnavis (DIN:06731853), Shareholder Director, liable to retire by rotation, who does not offer herself for re-appointment, be not re-appointed as a Director of the Company and the vacancy, so caused on the Board of the Company, be not filled up.”

4. To consider and approve buyback of equity shares of the Company.

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Article 23 of the Articles of Association of the Company and in accordance with the provisions of Sections 68, 69, 70, 110 and all other applicable provisions, if any, of the Companies Act, 2013, as amended (“Companies Act”) read with the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management and Administration) Rules, 2014 and other relevant Rules made thereunder, each as amended from time to time and the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (“SEBI Buyback Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (“SEBI Listing Regulations”) (including statutory amendment(s), modification(s) or re-enactment of the Companies Act or the rules made thereunder or the SEBI Buyback Regulations or the SEBI Listing Regulations) and subject to such

other approvals, permissions, consents, sanctions and exemptions of Securities and Exchange Board of India (“SEBI”), Reserve Bank of India (“RBI”) and/ or other authorities, institutions or bodies (together with SEBI and RBI, the “Appropriate Authorities”), as may be necessary, and subject to such conditions, alterations, amendments and modifications as may be prescribed or imposed by them while granting such approvals, permissions, consents, sanctions and exemptions which may be agreed by the board of directors of the Company (“Board”, which term shall be deemed to include any committee of the Board and/ or officials, which the Board may constitute/ authorise to exercise its powers, including the powers conferred by this resolution), the consent of the shareholders be and is hereby accorded for the buyback by the Company of its fully paid-up equity shares having a face value of ` 2/- (Rupees Two only) each (“Equity Shares”), not exceeding 67,64,705 Equity Shares (representing 13.06% of the total number of Equity Shares in the total paid-up equity capital of the Company) at a price of ` 680/- (Rupees Six Hundred and Eighty only) per Equity Share (“Buyback Offer Price”) payable in cash for an aggregate maximum amount of ` 460 Crore (Rupees Four Hundred and Sixty Crore only), excluding any expenses incurred or to be incurred for the buyback viz. brokerage costs, fees, turnover charges, taxes such as securities transaction tax and goods and services tax (if any), stamp duty, advisors fees, filing fees, printing and dispatch expenses and other incidental and related expenses and charges (“Transaction Costs”) (such maximum amount hereinafter referred to as the “Buyback Offer Size”) which represents 24.73% of the aggregate of the Company’s paid- up capital and free reserves as per the standalone audited financial statements of the Company for the year ended as on March 31, 2019 from the shareholders/ beneficial owners of the Equity Shares of the Company as on a record date to be subsequently decided by the Board, through the “tender offer” route, on a proportionate basis as prescribed under the SEBI Buyback Regulations (hereinafter referred to as the “Buyback”).

RESOLVED FURTHER THAT as required under Regulation 6 of the SEBI Buyback Regulations, the Company may buyback Equity Shares from the existing equity shareholders as on record date, on a proportionate basis, provided that 15% of the number of Equity Shares which the Company proposes to buyback or such number of Equity Shares entitled as per the shareholding of small shareholders, whichever is higher, shall be reserved for the small shareholders as defined in the SEBI Buyback Regulations.

RESOLVED FURTHER THAT the Company shall implement the Buyback using the “Mechanism for acquisition of shares

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through Stock Exchange” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the SEBI’s circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, or such other circulars or notifications, as may be applicable and the Company shall approach National Stock Exchange of India Limited (“NSE”), as may be required, for facilitating the same.

RESOLVED FURTHER THAT the Board be and is hereby authorized to give effect to the aforesaid resolutions and may delegate all or any of the power(s) conferred herein above as it may in its absolute discretion deem fit, to any Director(s)/ Officer(s)/ Authorised Representative(s)/ Committee (“Buyback Committee”) of the Company in order to give effect to the aforesaid resolutions, including but not limited to finalizing the terms of Buyback including the mechanism for the Buyback, the schedule of activities including the dates of opening and closing of the Buyback, record date, entitlement ratio, the timeframe for completion of the Buyback; appointment of designated stock exchange and other intermediaries/ agencies, as may be required, for the implementation of the Buyback; preparation, signing and filing of the public announcement, the draft letter of offer, letter of offer and post-completion announcement with the SEBI, NSE and other appropriate authorities and to make all necessary applications to the appropriate authorities for their approvals including but not limited to approvals as may be required from the SEBI, RBI under the Foreign Exchange Management Act, 1999, as amended and the rules, regulations framed thereunder; and to initiate all necessary actions for preparation and issue of various documents including letter of offer, opening, operation and closure of necessary accounts including escrow account with a bank, entering into agreement(s), release of public announcement, filing of declaration of solvency, obtaining all necessary certificates and reports from statutory auditors and other third parties as required under applicable law, extinguishment of Equity Shares bought back by the Company, and such other undertakings, agreements, papers, documents and correspondence, under the common seal of the Company, as may be required to be filed in connection with the Buyback with the SEBI, RBI, NSE, Registrar of Companies, Depositories and/ or other regulators and statutory authorities as may be required from time to time.

RESOLVED FURTHER THAT nothing contained herein shall confer any right on the part of any shareholder to offer and / or confer any obligation on the Company or the Board or the Buyback Committee to buy back any equity shares or impair any power of the Company or the Board or the Buyback Committee to terminate any process in relation to such Buyback, if permitted by law.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board and / or the Buyback Committee be and are hereby jointly and/or severally empowered and authorised

on behalf of the Company to accept and make any alteration(s), modification(s) to the terms and conditions as it may deem necessary, concerning any aspect of the Buyback, in accordance with the statutory requirements as well as to give such directions as may be necessary or desirable, to settle any questions, difficulties or doubts that may arise and generally, to do all acts, deeds, matters and things as the Board and / or any person authorised by the Board may, in absolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters consequential to the Buyback without seeking any further consent or approval of the shareholders or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

By Order of the Board

Prajakta Powle

Company Secretary and Compliance Officer

Mumbai, May 7, 2019

NOTES:1. An explanatory statement pursuant to Section 102 of the Companies

Act, 2013 (“the Act”) relating to the Special Business under Item Nos. 3 and 4 of the notice to be transacted at the Annual General Meeting (“Meeting”) is annexed hereto and forms part of the notice.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to Section 105 of the Act, a person can act as a Proxy on behalf of not more than fifty Members holding in aggregate not more than ten percent of the total share capital of the Company carrying voting rights. Member(s) holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as Proxy, who shall not act as a Proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited, either in person or through post, at the Registered Office of the Company, duly completed and signed, not later than 48 hours before the commencement of the Meeting. A Proxy Form is annexed to this Report. Proxy forms submitted on behalf of limited companies or any other entity, etc., must be supported by a certified true copy of resolution / letter of authority, as applicable. The Proxy-holder shall prove his identity at the time of attending the Meeting.

3. Corporate Members intending to send their authorised representative(s) to attend the Meeting are requested to send to the Company a certified true copy of the relevant resolution together with the specimen signature(s) of the authorised representative(s) under the said resolution to attend and vote on their behalf at the Meeting.

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4. Members/ Proxies/ Authorised Representatives are requested to bring duly filled in Attendance Slip to the Meeting.

5. In case of joint holders attending the Meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

6. Trading Members or their associates and agents as on cut-off date shall not be eligible to vote on Item No. 3 of the Notice.

7. The Board of Directors has recommended Final Dividend of ` 25 per equity share for the Financial Year ended March 31, 2019 that is proposed to be paid on or before Tuesday, August 13, 2019, to those Members whose name appears in the Register of Members of the Company as on June 28, 2019 (close of business hours of record date) subject to the approval of the Shareholders at the ensuing Meeting. The Interim dividend of ` 5 per equity share was paid on December 15, 2018.

8. The Company’s Registrar and Share Transfer Agents for its Share Registry Work (Physical and Electronic) are Karvy Fintech Private Limited (Karvy), having their office at Karvy Selenium Tower, B-Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana – 500032.

9. Pursuant to Regulation 46 of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, the securities of a Recognised Stock Exchange are required to be maintained in demat mode. Further, in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, securities of listed companies can only be transferred in demat form w.e.f. April 1, 2019. In view of the above, Members are advised to dematerialise the shares held in physical form.

10. Members holding shares in demat form are hereby informed that bank particulars registered with their respective Depository Participants, with whom they maintain their demat accounts, will be used by the Company for the payment of Dividend. The Company or its Registrar cannot act on any request received directly from the Members holding shares in demat form for any change of bank particulars. Such changes are to be intimated only to the Depository Participants of the Member. Members holding shares in demat form are requested to intimate any change in their address and / or bank mandate, immediately to their Depository Participants.

11. Members holding shares in demat form are requested to intimate all changes pertaining to their bank account details, email address, nominations, power of attorney, change of name, change of address, PIN code etc., only to their Depository Participants and not to the Registrar and Share Transfer Agents of the Company.

12. Pursuant to the provisions of Section 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government. The Company had, accordingly, transferred ` 72,900/- being the unpaid and unclaimed dividend amount pertaining to Final Dividend for Financial Year 2010-11 to the IEPF. The Company has been sending reminders to Members having unpaid/ unclaimed dividends before transfer of such dividend(s) to IEPF. Details of the unpaid/ unclaimed dividend are also uploaded on the Company’s website www.bseindia.com. Members who have not encashed Final Dividend for the Financial Year 2011-12 or any subsequent dividend declared by the Company, are advised to write to the Company immediately.

13. Pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has not been paid or claimed for last seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority (“IEPF Account”) within a period of thirty days of such shares becoming due to be transferred to the IEPF Account. Accordingly, 223 equity shares of ` 2/- each on which the dividend remained unpaid or unclaimed for last seven consecutive years with reference to the due date of August 31, 2018, were transferred during the Financial Year 2018-19 to the IEPF Account, after following the prescribed procedure. Further, all the shareholders who have not claimed / encashed their dividends in the last seven consecutive years from Financial Year 2011-12 are advised to claim the same. In case, valid claim is not received, the Company will proceed to transfer the respective equity shares to the IEPF Account in accordance with the procedure prescribed under the IEPF Rules.

14. The physical copy of Annual Report 2018-19, the Notice of the Meeting and instructions for e-voting along with the Attendance Slip and Proxy form, are being sent to those Members whose e-mail addresses are not registered with the Company and by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories, unless a member has requested for a physical copy of the documents. All the above documents are also available on the website of the Company i.e. www.bseindia.com.

15. To support the ‘Green initiative’, the Members who have not registered their e-mail addresses, are requested to register the same with their Depository Participant(s).

16. Relevant documents referred to in the Notice are open for inspection by the Members at the Registered Office of the Company on all

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working days (i.e., except Saturdays, Sundays and Public Holidays) during business hours upto the date of the Meeting.

17. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements maintained under Section 189 of the Act will be available for inspection at the Meeting.

18. The term ‘Members’ has been used to denote Shareholders of BSE Limited.

19. Shri N. L. Bhatia, (FCS 1176/CP No. 422) Partner, N. L. Bhatia and Associates, Practicing Company Secretaries, has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

VOTING OPTIONSVOTING THROUGH ELECTRONIC MEANS20. In compliance with Section 108 of the Act and the rules framed

thereunder, the Company has provided a facility to the Members to exercise their votes electronically through the electronic voting service facility arranged by Central Depository Services (India) Limited. Members who have cast their votes by remote e-voting prior to the Meeting may attend the Meeting but shall not be entitled to cast their votes again.

21. The instructions for Shareholders voting electronically are as under:

i. The e-voting period commences on Friday, July 12, 2019 (9.00 A.M. IST) and ends on Sunday, July 14, 2019 (5.00 P.M. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on July 8, 2019 i.e. “Cut-off date”, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, he/ she shall not be allowed to change it subsequently or cast vote again.

ii. Log on to the e-voting website www.evotingindia.com.

iii. Click on Shareholders/ Members.

iv. Enter your User ID

a) For CDSL: 16 digits beneficiary ID.

b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID.

c) Members holding shares in Physical Form should enter Folio Number registered with the Company.

v. Enter the Image Verification as displayed and Click on Login.

vi. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. If you are a first time user follow the steps given below.

vii. Fill up the following details in the appropriate boxes:

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric PAN issued by Income

Tax Department (Applicable for both demat Shareholders as well as physical Shareholders)

• Members who have not updated their PAN with the Company/ Depository Participant are requested to use the first two letters of their name and the last 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. E.g. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details or Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/ mm/yyyy format) as recorded in your demat account or in the Company records in order to login.

• If both the details are not recorded with the depository or company please enter the member id/ folio number in the Dividend Bank details field as mentioned in instruction (iv).

viii. After entering these details appropriately, click on “SUBMIT” tab;

ix. Members holding shares in physical form will then reach directly the Company selection screen. However, Members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

x. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

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xi. Click on the EVSN of BSE Limited.

xii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/ NO” for voting. Select the option “YES” or “NO” as desired. The option “YES” implies that you assent to the Resolution and option “NO” implies that you dissent to the Resolution;

xiii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution.

xiv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote;

xv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xvi. You can also take printout of the voting done by you by clicking on “Click here to print” option on the Voting page.

xvii. If Demat account holder has forgotten the changed login password then enter the User ID and the image verification code and click on “Forgot Password” & enter the details as prompted by the system.

xviii. Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

xix. Note for Non – Individual Shareholders and Custodians

• Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to helpdesk. evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

xx. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia. com under help section or Contact: Mr. Rakesh Dalvi Telephone no.:1800225533 Email:helpdesk.evoting@cdslindia.com

VOTING AT THE AGM22. Pursuant to the provisions of Rule 20 of Companies (Management

and Administration) Rules 2014, as substituted by the Companies (Management and Administration) (Amendment) Rules, 2015, the Company is also offering the facility for voting through Tablet at the Meeting.

23. The facility for voting through Tablet, will be made available at the Meeting and the Members attending the Meeting who have not cast their votes by remote e-voting shall be able to exercise their right to vote at the Meeting through Tablet.

Other Instructions24. The voting rights of Members shall be in proportion to their shares

in the paid up equity share capital of the Company as on Cut-off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the Cut-off date only shall be entitled to avail the facility of remote e-voting, as well as voting at the Meeting through Tablet.

25. The Scrutinizer shall, immediately after the conclusion of voting at the Meeting, would count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than 48 hours of conclusion of the Meeting, a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same.

26. The Results on above resolutions shall be declared not later than 48 hours from the conclusion of the Meeting of the Company and the resolutions will be deemed to be passed on the Meeting date subject to receipt of the requisite number of votes in favor of the resolutions.

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27. The results of voting declared along with Scrutinizer’s Report(s) will be published on the website of the Company (www.bseindia.com) and on the website of CDSL e-Voting www.evotingindia.com within 48 hours from the conclusion of the Meeting and the same shall also be simultaneously communicated to the National Stock Exchange of India Limited.

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 SETTING OUT MATERIAL FACTS RELATING TO THE SPECIAL BUSINESS TRANSACTED UNDER ITEM NOS. 3 AND 4.

ITEM NO. 3To consider and approve retirement of Smt. Rajeshree Sabnavis from post of Shareholder Director of the CompanyPursuant to the provisions of Section 152(6) of the Act and in accordance with the Articles of Association of the Company, Smt. Rajeshree Sabnavis (DIN: 06731853), Shareholder Director, is liable to retire by rotation at the Fourteenth Annual General Meeting. Smt. Rajeshree Sabnavis has indicated to the Company that she proposes to retire and is not seeking re-appointment at the Fourteenth Annual General Meeting of the Company.

Smt. Rajeshree Sabnavis was appointed as a Shareholder Director of the Company after taking requisite approvals including approval of Securities and Exchange Board of India which was effective from September 4, 2015.

The Board of Directors of the Company (“Board”) at its meeting held on May 7, 2019 placed on record the appreciation for the invaluable support and contribution rendered by Smt. Rajeshree Sabnavis as a Shareholder Director and accordingly, the Board does not propose to fill the vacancy caused due to her retirement.

Accordingly, the Board recommends the ordinary resolution as set out in Item No. 3 of the Notice for approval of the Members.

Except, Smt. Rajeshree Sabnavis, none of the other Directors of the Company and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise in the proposed resolution.

ITEM NO. 4To consider and approve buyback of equity shares of the Company1. The Board of Directors of the Company (“Board”) at its meeting held

on May 7, 2019 (“Board Meeting”) has, subject to the approval of the shareholders of the Company by way of a special resolution and subject to approval of statutory, regulatory or governmental authorities as may be required under applicable laws, approved the buyback by the Company of its fully paid-up equity shares of having a face value ` 2/- (Rupees Two only) each of the Company (“Equity Shares”), not exceeding 67,64,705 Equity Shares (representing 13.06% of the total number of Equity Shares in the total paid-up equity capital of the Company) at a price of ` 680/-

(Rupees Six Hundred and Eighty only) per Equity Share (“Buyback Offer Price”), payable in cash, for an aggregate maximum amount not exceeding ` 460 Crore (Rupees Four Hundred and Sixty Crore only), excluding any expenses incurred or to be incurred for the buyback viz. brokerage costs, fees, turnover charges, taxes such as securities transaction tax and goods and services tax (if any), stamp duty, advisors fees, filing fees, printing and dispatch expenses and other incidental and related expenses and charges (“Transaction Costs”) (such maximum amount hereinafter referred to as the “Buyback Offer Size”) from the shareholders/ Beneficial owners of the Equity Shares of the Company, as on a record date, as may be decided by the Board, on a proportionate basis through the “tender offer” route in accordance with the Companies Act, and rules made thereunder, the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, (the “SEBI Buyback Regulations”), as amended from time to time, read with SEBI circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and such other circulars or notifications, as may be applicable (hereinafter referred to as the “Buyback”).

As per the relevant and other applicable provisions of Companies Act and SEBI Buyback Regulations, this Explanatory Statement contains relevant and material information to enable the shareholders holding Equity Shares of the Company to consider and approve the special resolution for the Buyback of the Company’s Equity Shares.

Compliance with the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 (“SECC Regulations”)

Pursuant to Regulation 17 read with Regulation 19 of the SECC Regulations, all shareholders of the Company shall be responsible for adhering to the limits on their shareholding, whether held directly or indirectly, either individually or together with persons acting in concert, and for obtaining any approvals from SEBI, including as specified below, and shall comply with the ‘fit and proper person’ requirement as set out in Regulation 20 of the SECC Regulations:

(i) for any person who acquires equity shares or voting rights in the Company, directly or indirectly, either individually or together with persons acting in concert, that entitles the person(s) so acquiring to exercise any voting rights in the range of 2% to 5%, shall seek approval of SEBI within 15 days of such acquisition. If approval is not granted by SEBI, such person shall forthwith divest his entire shareholding in the Company.

(ii) for stock exchanges, depositories, banking companies, insurance companies and public financial institutions directly or indirectly, either individually or together with

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persons acting in concert, upto 15% of the paid-up equity share capital of the Company subject to obtaining the approval of SEBI before crossing 5% of the paid-up equity share capital of the Company.

(iii) for foreign stock exchanges, foreign depositories, foreign banking companies, foreign insurance companies, foreign commodity derivatives exchanges and bilateral or multilateral financial institutions approved by the central government directly or indirectly, either individually or together with persons acting in concert, upto 15% of the paid-up equity share capital of the Company subject to obtaining the approval of SEBI before crossing 5% of the paid-up equity share capital of the Company.

Any application for seeking any of the aforesaid approvals shall be made to SEBI, in the manner as specified under Regulation 19(4) of the SECC Regulations, through the Company. Further, the 5% threshold, as indicated in paragraphs (b) and (c) above, will be determined based on the post-buyback equity share capital of the Company, assuming the Company buys back all the Equity Shares as proposed to be bought back i.e. 67,64,705 Equity Shares. However, please note that the actual post-buyback equity share capital of the Company may differ upon the number of Equity Shares bought back by the Company pursuant to the Buyback.

Since, the Buyback is more than 10% of the total paid-up capital and free reserves of the Company, in terms of Section 68(2)(b) of the Companies Act, it is necessary to obtain consent of the shareholders of the Company, for the Buyback, by way of a special resolution. Accordingly, the Company is seeking your consent for the aforesaid proposal as contained in the Resolution. Requisite details relating to the Buyback are given below:

2. Necessity for the Buyback The Board at its meeting held on May 7, 2019, considered the

accumulated free reserves as well as the cash liquidity reflected in the last standalone audited financial statements as on March 31, 2019 and considering these, the Board decided to allocate up to ` 460 Crore (Rupees Four Hundred and Sixty Crore only) excluding the Transaction Costs for distributing to the shareholders holding Equity Shares of the Company through the Buyback. The Buyback will not in any manner impair the ability of the Company to pursue growth opportunities or meet its cash requirements for business operations.

After considering several factors and benefits to the shareholders holding Equity Shares of the Company, the Board decided to recommend Buyback of Equity Shares at a price of ̀ 680/- (Rupees

Six Hundred and Eighty only) per Equity Share for an aggregate maximum amount of ` 460 Crore (Rupees Four Hundred and Sixty Crore only). Buyback is being undertaken, inter-alia, for the following reasons:

(i) The Buyback will help the Company to return surplus cash to its shareholders holding Equity Shares broadly in proportion to their shareholding, thereby, enhancing the overall return to shareholders;

(ii) The Buyback, which is being implemented through the tender offer route as prescribed under the SEBI Buyback Regulations, would involve allocation of number of Equity Shares as per their entitlement or 15% of the number of Equity Shares to be bought back whichever is higher, reserved for the small shareholders. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who would get classified as “small shareholder” as per Regulation 2(i)(n) of the SEBI Buyback Regulations;

(iii) The Buyback may help in improving return on equity, by reduction in the equity base, thereby leading to long term increase in shareholders’ value;

(iv) The Buyback gives an option to the shareholders holding Equity Shares of the Company, who can choose to participate and get cash in lieu of Equity Shares to be accepted under the Buyback offer or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, post the Buyback offer, without additional investment.

3. Maximum number of Equity Shares that the Company proposes to Buyback

The Company proposes to Buyback not exceeding 67,64,705 Equity Shares of the Company, representing 13.06% of the total number of Equity Shares in the total paid-up equity capital of the Company.

4. Maximum price at which the Equity Shares are proposed to be bought back and the basis of arriving at the price of the Buyback

The Equity Shares of the Company are proposed to be bought back at a price of ` 680/- (Rupees Six Hundred and Eighty only) per Equity Share. The Buyback Offer Price has been arrived at, after considering various factors including, but not limited to the trends in the volume weighted average prices of the Equity Shares on the National Stock Exchange of India Limited (“NSE”) where the Equity Shares are listed, the net worth of the Company, price earnings ratio, impact on other financial parameters and the possible impact of Buyback on the earnings per Equity Share.

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The Buyback Offer Price represents: (i) Premium of 14.80 % over the volume weighted average

market price of the Equity Shares on NSE, during the three months preceding February 19, 2019, being the date of intimation to NSE for the Board Meeting to consider the proposal of the Buyback (“Intimation Date”).

(ii) Premium of 19.87 % over the volume weighted average market price of the Equity Shares on NSE for two weeks preceding the Intimation Date.

(iii) Premium of 24.45 % over the closing price of the Equity Shares on NSE as on the Intimation Date.

5. Maximum amount required for Buyback, its percentage of the total paid-up capital and free reserves and source of funds from which Buyback would be financed

The maximum amount required for Buyback will not exceed ` 460 Crore (Rupees Four Hundred and Sixty Crore only) excluding Transaction Costs, being 24.73% of the total paid-up capital and free reserves which is not exceeding 25% of the aggregate of the total paid-up capital and free reserves of the Company as per the standalone audited financial statements of the Company as on March 31, 2019.

The funds for the implementation of the proposed Buyback will be sourced out of the free reserves of the Company (including securities premium account) or such other source as may be permitted by the SEBI Buyback Regulations or the Companies Act.

6. Method to be adopted for the Buyback The Buyback shall be on a proportionate basis from all the

Shareholders holding Equity Shares of the Company as on the record date as may be decided by the Board through the “tender offer” route, as prescribed under the SEBI Buyback Regulations, to the extent permissible, as prescribed under the “Mechanism for acquisition of shares through Stock Exchange” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the SEBI’s circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016. The Buyback will be implemented in accordance with the Companies Act to the extent applicable, and the SEBI Buyback Regulations and on such terms and conditions as may be deemed fit by the Company.

As per the proviso to Regulation 40(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (notified by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018), read with SEBI’s press releases dated December 3, 2018, and March 27, 2019, effective from April 1, 2019, transfers of securities shall not be processed unless the securities are held in the dematerialized

form with a depository (“LODR Amendment”). In light of the LODR Amendment, any of the Members who are desirous of tendering their Equity Shares held in physical form can do so only after the shares are dematerialized. Such shareholders are advised to approach the concerned depository participant to have their Equity Shares dematerialized.

As required under the SEBI Buyback Regulations, the Company will announce a record date (the “Record Date”) for determining the names of the shareholders holding Equity Shares of the Company who will be eligible to participate in the Buyback.

In due course, each shareholder as on the Record Date will receive a Letter of Offer along with a Tender / Offer Form indicating the entitlement of the shareholder for participating in the Buyback.

The Equity Shares to be bought back as a part of the Buyback is divided in two categories:

(i) Reserved category for small Shareholders; and

(ii) General category for all other Shareholders.

As defined in Regulation 2(i)(n) of the SEBI Buyback Regulations, a “small shareholder” is a shareholder who holds Equity Shares having market value, on the basis of closing price on stock exchanges in which the highest trading volume in respect of such Equity Shares as on Record Date, is not more than ` 2 Lakh (Rupees Two Lakh only).

In accordance with the proviso to Regulation 6 of the SEBI Buyback Regulations, 15% (fifteen percent) of the number of Equity Shares which the Company proposes to buyback or number of Equity Shares entitled as per the shareholding of small shareholders as on the Record Date, whichever is higher, shall be reserved for the small shareholders as part of this Buyback. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who would get classified as “small shareholder”.

Based on the holding on the Record Date, the Company will determine the entitlement of each shareholder to tender their shares in the Buyback. This entitlement for each shareholder will be calculated based on the number of Equity Shares held by the respective shareholder as on the Record Date and the ratio of Buyback applicable in the category to which such shareholder belongs.

Shareholders’ participation in Buyback will be voluntary. shareholders holding Equity Shares of the Company may also accept a part of their entitlement. Shareholders holding Equity Shares of the Company also have the option of tendering additional shares

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(over and above their entitlement) and participate in the shortfall created due to non-participation of some other shareholders, if any.

The maximum tender under the Buyback by any shareholder cannot exceed the number of Equity Shares held by the shareholder as on the Record Date.

Detailed instructions for participation in the Buyback (tender of Equity Shares in the Buyback) as well as the relevant time table will be included in the Letter of Offer which will be sent in due course to the shareholders holding Equity Shares of the Company as on the Record Date.

7. Time limit for completing the Buyback The Buyback is proposed to be completed within 12 months from

the date of special resolution approving the proposed Buyback.

8. Compliance with Section 68(2)(c) of the Companies Act The aggregate paid-up capital and free reserves as per the

standalone audited financial statements of the Company as on March 31, 2019 is ` 1860.18 Crore (Rupees One Thousand Eight Hundred Sixty Crore and Eighteen Lakh only). Under the provisions of the Companies Act, the Buyback shall be 25% or less of the aggregate of the paid-up capital and free reserves of the Company as per the last audited standalone financial statements of the Company as on March 31, 2019 (the latest standalone audited financial statements available as on the date of Board meeting recommending the proposal of the Buyback). The maximum amount proposed to be utilized for the Buyback, is not exceeding ` 460 Crore (Rupees Four Hundred and Sixty Crore only) and is therefore within the above-mentioned limit.

Further, under the Companies Act, the number of Equity Shares that can be bought back in any financial year shall not exceed 25% of the total number of Equity Shares in the total paid-up equity capital of the Company in that financial year. Accordingly, the maximum number of Equity Shares that can be bought back in the current financial year is 1,29,47,250 Equity Shares. Since the Company proposes to buy back up to 67,64,705 Equity Shares, the same is within the aforesaid 25% limit.

9. Details of holding and transactions in the Equity Shares of the Company

The Company is professionally managed and does not have any identifiable promoters or promoter group or persons in control, therefore, the disclosures as required as per paragraph (vii) of the Schedule I of the SEBI Buyback Regulations is not applicable.

None of the directors of the Company (“Directors”) or Key Managerial Personnel of the Company (“KMPs”) hold any Equity Shares in the Company, as on the date of this Notice for Buyback. Further, none of the Directors or KMPs of the Company purchased or sold (either through

the stock exchanges or off market transactions) any Equity Shares of the Company during a period of twelve months preceding the date of the Board Meeting and date of this Notice for Buyback.

10. Intention of Promoter and Promoter Group to participate The Company is professionally managed and does not have any

identifiable promoters or promoter group or persons in control, therefore, the disclosure of intention of the promoter, promoter group and persons in control to tender Equity Shares in the Buyback is not applicable.

11. Confirmations from the Company and Board of Directors as per the provisions of SEBI Buyback Regulations and Companies Act

(i) all Equity Shares of the Company are fully paid-up;

(ii) the Company shall not issue any shares or other securities including by way of bonus issue till the expiry of the buyback period i.e. the date on which the payment of consideration to shareholders who have accepted the buyback offer is made in accordance with the Companies Act and the SEBI Buyback Regulations;

(iii) as per Regulation 24(i)(f) of the SEBI Buyback Regulations, the Company shall not raise further capital for a period of one year from the expiry of the buyback period i.e. the date on which the payment of consideration to Shareholders who have accepted the buyback offer is made except in discharge of subsisting obligations which is including but not limited to the allotment of 7,80,000 Equity Shares which are kept in abeyance pursuant to a notification issued by SEBI dated May 20, 2005 under the Securities Contracts (Regulation) Act, 1956, thereby approving the BSE (Corporatisation and Demutualisation) Scheme, 2005 submitted by the Company;

(iv) the Company shall not buyback its Equity Shares or other specified securities from any person through negotiated deal whether on or off the stock exchange or through spot transactions or through any private arrangement in the implementation of the Buyback;

(v) the aggregate maximum amount of the Buyback i.e. ` 460 Crore (Rupees Four Hundred and Sixty Crore only) does not exceed 25% of the aggregate of the paid-up capital and free reserves as per the latest standalone audited financial statements of the Company as on March 31, 2019;

(vi) the number of Equity Shares proposed to be purchased under the Buyback i.e. 67,64,705 (Sixty Seven Lakh Sixty Four Thousand Seven Hundred and Five only) Equity Shares does not exceed 25% of the total number of Equity Shares in the total paid-up equity capital of the Company.

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11 Notice

(vii) there are no pending schemes of amalgamation or compromise or arrangement pursuant to the Companies Act (“Scheme”) involving the Company, and no public announcement of the Buyback shall be made during pendency of any such Scheme;

(viii) the Company shall not make any further offer of buyback within a period of one year reckoned from the expiry of the buyback period i.e. the date on which the payment of consideration to shareholders who have accepted the buyback offer is made;

(ix) since the Company does not have any promoter, promoter group or persons in control, the confirmation pertaining to public shareholding holding post buyback not failing below the minimum level required as per Regulation 38 of the SEBI Listing Regulations is not applicable to the Company;

(x) the Company shall not withdraw the Buyback offer after the draft letter of offer is filed with the SEBI or the public announcement of the offer of the Buyback is made;

(xi) the Company shall comply with the statutory and regulatory timelines in respect of the buyback in such manner as prescribed under the Companies Act and/or the SEBI Buyback Regulations and anyother applicable laws;

(xii) the Company shall not utilize any money borrowed from banks or financial institutions for the purpose of buying back its shares;

(xiii) the Company shall not directly or indirectly purchase its Equity Shares through any subsidiary company including its own subsidiary companies, if any or through any investment company or group of investment companies;

(xiv) the Company is in compliance with the provisions of Sections 92, 123, 127 and 129 of the Companies Act;

(xv) there are no defaults (either in the past or subsisting) in the repayment of deposits, interest payment thereon, redemption of debentures or payment of interest thereon or redemption of preference shares or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or banking company;

(xvi) the Company will not buyback Equity Shares which are locked-in or non-transferable, until the pendency of

such lock-in, or until the time the Equity Shares become transferable, as applicable;

(xvii) the ratio of the aggregate of secured and unsecured debts owed by the Company after the Buyback shall not be more than twice its paid-up capital and free reserves;

(xviii) the Company shall transfer from its free reserves or securities premium account and/ or such sources as may be permitted by law, a sum equal to the nominal value of the Equity Shares purchased through the Buyback to the capital redemption reserve account and the details of such transfer shall be disclosed in its subsequent audited financial statements;

(xix) the Buyback shall not result in delisting of the Equity Shares from NSE.

12. Confirmation from the Board As required by clause (x) of Schedule I in accordance with Regulation

5(iv)(b) of the SEBI Buyback Regulations, the Board has confirmed that it has made a full enquiry into the affairs and prospects of the Company and has formed an opinion that:

(i) immediately following the date of this resolution and the date on which the results of the Shareholders’ resolution in the ensuing annual general meeting of the Company with regard to the proposed Buyback are declared (“Special Resolution”), there will be no grounds on which the Company can be found unable to pay its debts.

(ii) as regards the Company’s prospects for the year immediately following the date of this resolution and for the year immediately following the Special Resolution, and having regard to the Board’s intention with respect to the management of the Company’s business during that year and to the amount and character of the financial resources which will in the Board’s view be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the date of the this resolution as well as from the date of the Special Resolution.

(iii) in forming the aforesaid option, the Board has taken into account the liabilities including prospective and contingent liabilities payable as if the Company were being wound up under the provisions of the Companies Act or the Insolvency and Bankruptcy Code 2016 (to the extent notified).

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13. Report addressed to the Board by the Company’s Auditors on the permissible capital payment and the opinion formed by Board regarding insolvency

The text of the report dated May 7, 2019 received from the Company’s Auditors (“Auditor’s Report”) addressed to the Board of the Company is reproduced below:

Quote Independent Auditor’s Report on the proposed buy back of equity

shares pursuant to the requirements of Schedule I to the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018

The Board of Directors

BSE Limited

25th Floor, P J Towers, Dalal Street,

Mumbai, Maharashtra

Mumbai

1. This Report is issued in accordance with the terms of our service scope letter dated May 2, 2019 with BSE Limited (hereinafter the “Company”).

2. In connection with the proposal of the Company to buy back its equity shares in pursuance of the provisions of Section 68 of the Companies Act, 2013, as amended (“the Companies Act”) and the rules made thereunder, and the regulations as specified in the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (the “SEBI Buyback Regulations”). We have been engaged by the Company to perform a reasonable assurance engagement on the accompanying statement for determination of the amount of permissible capital payment (the “Statement”), which we have initialed for identification purposes only.

Board of Directors Responsibility for the Statement 3. The preparation of the Statement for determination of the

amount of permissible capital payment for the buyback is the responsibility of the Board of Directors of the Company, including the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

4. The Board of Directors are responsible to make a full inquiry into the affairs and prospects of the Company and to form an opinion that the Company will not be rendered insolvent within a period of one year from the

date of meeting of the Board of Directors approving the buyback of its equity shares i.e. May 7, 2019 (hereinafter referred as the “date of the Board meeting”) and the date on which the results of the Shareholders’ resolution in the ensuing annual general meeting with regard to the proposed buyback are declared.

5. The Board of Directors are responsible to ensure compliance of the Companies Act and the regulations as specified in the SEBI Buyback Regulations.

Auditor’s Responsibility 6. Pursuant to the requirements of the SEBI Buyback

Regulations, it is our responsibility to provide reasonable assurance on the following “Reporting Criteria”:

(i) Whether we have inquired into the state of affairs of the Company;

(ii) Whether the amount of capital payment for the buyback is within the permissible limit and computed in accordance with the provisions of Section 68 of the Companies Act and Regulation 4(i) of the SEBI Buyback Regulations;

(iii) Whether the Board of Directors has formed the opinion, as specified in Clause (X) of Schedule I to the SEBI Buyback Regulations, on a reasonable ground that the Company having regard to its state of affairs will not be rendered insolvent within a period of one year from the date of the Board meeting i.e. May 7, 2019 and the date on which the results of the Shareholders’ resolution in the ensuing annual general meeting with regard to the proposed buyback are declared;

(iv) Whether we are aware of anything to indicate that the opinion expressed by the Directors in the solvency declaration as to any of the matters mentioned in the said declaration is unreasonable in circumstances as at the date of declaration.

7. We have also been informed that proposed buy back of shares is through the tender offer and is subject to the approval of Shareholders of the Company by special resolution at the ensuing annual general meeting.

8. The financial statements as of and for the financial year ended March 31, 2019 were audited by us, on which we issued an unmodified audit opinion vide our report dated May 7, 2019. Our audit of these financial statements was conducted in accordance with the Standards on Auditing

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13 Notice

and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

9. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.

10. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements, issued by the Institute of Chartered Accountants of India.

11. A reasonable assurance engagement involves performing procedures to obtain sufficient appropriate evidence on the Reporting criteria as mentioned in paragraph 6 above. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated with the Reporting Criteria. We have performed the following procedures in relation to the Statement:

(i) We have inquired into the state of affairs of the Company in relation to its latest audited financial statements for the year ended March 31, 2019;

(ii) Examined authorization for buyback from the Articles of Association of the Company;

(iii) Examined that the amount of capital payment for the buy-back as detailed in Statement is within permissible limit computed in accordance with section 68 of the Companies Act and Regulation 4(i) of the SEBI Buyback Regulations;

(iv) Agreed the amounts of Paid up equity share capital, securities premium account, general reserve and Retained earnings as at March 31, 2019 as disclosed in the accompanying Statement, with the audited standalone financial statements of the Company for the year ended March 31, 2019;

(v) Examined that the ratio of debt, if any, owned by the Company is not more than twice the capital and its free reserve after such buy-back;

(vi) Examined that all shares for buyback are fully paid-up;

(vii) Examined resolutions passed in the meetings of the Board of Directors i.e., on May 7, 2019;

(viii) Examined Director’s declarations dated May 7, 2019 in respect of the buy back and solvency of the Company; and

(ix) Obtained necessary representations from the management of the Company.

Opinion 12. Based on our examination as above, and the information

and explanations given to us, we state that we have inquired in to the state of affairs of the Company and in our opinion,

(i) the permissible capital payment towards buyback of equity shares, as stated in the Statement, is in our view properly determined in accordance with Section 68 of the Companies Act and Regulation 4(i) of the SEBI Buyback Regulations; and

(ii) the Board of Directors, in their meeting held on May 7, 2019, have formed the opinion, as specified in clause (x) of Schedule I of the SEBI Buyback Regulations, on reasonable grounds, that the Company will not, having regard to its state of affairs, be rendered insolvent within a period of one year from the date of Board meeting i.e., May 7, 2019 and the date on which the results of the Shareholders’ resolution at the ensuing annual general meeting with regard to the proposed buyback are declared and we are not aware of anything to indicate that the opinion expressed by the Directors in the solvency declaration as to any of the matters mentioned in the said declaration is unreasonable in circumstances as at the date of declaration.

Restriction on Use 13. The certificate is addressed to and provided to the Board of

Directors of the Company pursuant to the requirements of the SEBI Buyback Regulations and the Companies Act solely to enable them to include it in (a) the explanatory statement to be included to the notice for special resolution, the public announcement, draft letter of offer and letter of offer to be sent to the Shareholders of the Company or filed with the Securities and Exchange Board of India, the stock exchanges, the Registrar of Companies as required by the SEBI Buyback Regulations, the National Securities Depository Limited and the Central Depository Securities (India) Limited and may

ANNUAL REPORT2018–19

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be submitted to the authorized dealer and / or manager for the said buyback , and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

Sd/-

per Jayesh Gandhi

Partner

Membership Number: 37924

Mumbai

May 7, 2019

Statement of computation of amount of permissible capital payment (“the Statement”) towards buy back of equity shares of BSE Limited in accordance with Regulation 4(i) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 and Section 68(2)(c) of the Companies Act, 2013, as amended based on the standalone audited financial statements for the year ended March 31, 2019:Computation of permissible capital payment:

Particulars Amount(` in lakh)

Paid-up Equity Share Capital as at March 31, 2019# (5,17,89,002 equity shares of ` 2/- each fully paid-up)

(A) 1,036

Free reserves as at March 31, 2019*#

Securities premium account 22,526

General reserve 69,415

Retained earnings 93,041

Total free reserves (B) 1,84,982

Total paid-up Equity Share Capital and free reserves as at March 31, 2019

C= (A)+(B) 1,86,018

Particulars Amount(` in lakh)

Permissible capital payment in accordance with Section 68(2)(c) of the Companies Act, 2013, as amended and Regulation 4(i) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018(25% of the total paid-up Equity Share Capital and free reserves)

46,505

Maximum amount permitted by Board resolution dated May 7, 2019 approving buyback, based on the standalone audited financial statements for the year ended March 31, 2019

46,000

Buy back size as a percentage of total paid-up Equity Share Capital and free reserves

24.73%

* Free reserves as defined in Section 2(43) of the Companies Act, 2013 read along with Explanation II provided in Section 68 of the Companies Act, 2013, as amended.

# The above calculation of the total paid-up Equity Share Capital and free reserves as at March 31, 2019 for buy-back of equity shares is based on the amounts appearing in the audited standalone financial statements of the Company for the year ended March 31, 2019. These financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rules made thereunder, each as amended from time to time.

For and on behalf of BSE Limited

Sd/- Sd/-

Ashishkumar Chauhan Nayan Mehta

Managing Director & CEO Chief Financial Officer

DIN: 00898469

Date: May 7, 2019 Date: May 7, 2019

UnquoteFor any clarifications related to the Buyback process, shareholders holding equity shares of the Company may contact Smt. Prajakta Powle, Company Secretary & Compliance Officer, at Telephone No.: +91 22 2272 8297; Email Id: bse.shareholders@bseindia.com.

All the material documents referred to in the Explanatory Statement such as the Memorandum and Articles of Association of the Company, relevant Board resolution for the Buyback, the Auditor’s Report dated May 7, 2019

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and the last audited financial statements of the Company as on March 31, 2019 are available for inspection by the shareholders of the Company at its registered office on any working day between 10:00 A.M. and 5:00 P.M. IST up to the date of fourteenth annual general meeting i.e. July 15, 2019.

In the opinion of the Board, the proposal for Buyback is in the interest of the Company and its shareholders holding Equity Shares of the Company. The Board, therefore, recommends passing of the special resolution as set out in the accompanying Notice.

None of the Directors or any KMPs of the Company or their respective relatives are in anyway, concerned or interested financially or otherwise, either directly or indirectly in passing of the said resolution, save and except to the extent of their respective interest as shareholders of the Company, as applicable.

By Order of the Board

Prajakta Powle

Company Secretary and Compliance Officer

Mumbai, May 7, 2019

Registered Office:

25th Floor, P. J. Towers, Dalal Street,

Mumbai - 400 001

Corporate Identification Number -

L67120MH2005PLC155188

Tel: +91 22 22721233/34

Email: bse.shareholders@bseindia.com

Website: www.bseindia.com