BSE Limited — Capital/Financing Update 2024

May 27, 2024

BSE - PUBLIC

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May 27, 2024

To, The Listing Department

National Stock Exchange of India Limited,

Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (E), Mumbai – 400051

Symbol : BSE

ISIN : INE118H01025

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Acquisition of remaining 50% stake in Asia Index Private Limited (‘AIPL’) from SPDJ Singapore PTE Limited (‘SPDJS’)

Dear Madam / Sir,

In continuation to our intimation dated March 1, 2024 and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform you that BSE Limited (‘BSE’) has approved execution of a Share Purchase Agreement (‘SPA’) with SPDJ Singapore Pte Limited (‘SPDJS’) for acquiring 50% stake of AIPL from SPDJS. Post acquisition of this stake, AIPL will become a wholly owned subsidiary of BSE.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are enclosed as Annexure – A and Annexure – B.

This intimation is also being made available on the website of the Company at www.bseindia.com

We request you to kindly take the above on record.

Thanking you,

Yours faithfully,

For BSE Limited

Digitally signed by Vishal Vishal Kamalaksha Bhat Kamalaksha Bhat Date: 2024.05.27 10:31:08 +05'30'

Vishal Bhat

Company Secretary and Compliance Officer

Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai - 400 001, India. T: +91 22 2272 1234/33 | E: corp.comm@bseindia.com

www.bseindia.com | Corporate Identity Number: L67120MH2005PLC155188

BSE - PUBLIC

BSE - PUBLIC

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Annexure-A

		Annexure-A
Sr No	Particulars	Details
a)	Name of the target entity, details in brief such as size, turnover etc;	Asia Index Private Limited (‘AIPL’) is engaged in the index business and operates through two segments viz. Index & Support Services. Net Worth of AIPL (as of March 31, 2024): ₹ 5,78,234 Thousand (For details of Turnover please refer to point j)
b)	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”;	No
c)	Industry to which the entity being acquired belongs;	Index
d)	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);	Upon completion of the acquisition, BSE will acquire 5,000 equity shares viz. remaining 50% stake in AIPL held by SPDJS and the joint venture between BSE and SPDJS will stand terminated.
e)	Brief details of any governmental or regulatory approvals required for the acquisition;	SEBI vide its letter dated December 5, 2023 approved BSE's proposal for acquiring 50% stake of AIPL from SPDJS for a consideration upto ₹ 300,000 Thousand

Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai - 400 001, India. T: +91 22 2272 1234/33 | E: corp.comm@bseindia.com

www.bseindia.com | Corporate Identity Number: L67120MH2005PLC155188

BSE - PUBLIC

BSE - PUBLIC

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f)	Indicative time period for completion of the acquisition;		The acquisition is expected to be completed on May 31, 2024, subject to completion of conditions as detailed in the SPA.
g)	Consideration - whether cash consideration or share swap or any other form and details of the same;		Cash consideration
h)	Cost of acquisition and/or the price at which the shares are acquired;		₹ 300,000 Thousand
i)	Percentage of shareholding / control acquired and / or number of shares acquired;		Upon completion of the acquisition, BSE will acquire remaining 5,000 equity shares viz. 50% stake in AIPL from SPDJS, thus AIPL will become wholly owned subsidiary of BSE.
j)	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief).		Brief Background of entity acquired and its line of Business: AIPL was incorporated in 2013, it is having its registered office at 14thFloor, P.J. Towers, Dalal Street, Fort Mumbai-400001, AIPL provides index business and operates through two segments viz. Index & Support Service for use in various areas of the investment process, including indexed product creation, such as ETFs, index funds, mutual funds, etc., and the Support services segment primarily provides outsourced services to S&P Dow Jones Indices LLC (“SPDJI”) and / or its affiliates. The support services segment will terminate with the completion of the divestment by SPDJS of its shares in AIPL. Date of Incorporation: 30/08/2013

Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai - 400 001, India. T: +91 22 2272 1234/33 | E: corp.comm@bseindia.com

www.bseindia.com | Corporate Identity Number: L67120MH2005PLC155188

BSE - PUBLIC

BSE - PUBLIC

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Turnover of last	Turnover of last	3 years:
	Financial Year	Amount
		(₹ in Thousands)
	2023-24	6,17,642/-
	2022-23	5,34,766/-
	2021-22	4,51,351/-
Country in which the acquired entity has
presence: India

Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai - 400 001, India. T: +91 22 2272 1234/33 | E: corp.comm@bseindia.com www.bseindia.com | Corporate Identity Number: L67120MH2005PLC155188

BSE - PUBLIC

BSE - PUBLIC

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Annexure – B

		Annexure – B
Sr No	Particulars	Details
1.	Name(s) of parties with whom the agreement is entered	Share Purchase Agreement (“SPA”) between BSE Limited (‘BSE’), SPDJ Singapore PTE Limited (‘SPDJS’) and Asia Index Private Limited (‘AIPL’).
2.	Purpose of entering into the agreement	The SPA records the terms of the agreement and inter-se rights and obligations and other connected matters in respect of acquisition of 50% equity shares of AIPL held by SPDJS and termination of joint venture between BSE and SPDJS.
3.	Shareholding, if any, in the entity with whom the agreement is executed	BSE is holding 5,000 equity shares (50% stake) in AIPL.
4.	Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.	Upon completion of the acquisition, AIPL will become wholly owned subsidiary of BSE and hence, no such terms are forming part of the agreement.
5.	Whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship	Yes, AIPL is joint venture between BSE and SPDJS

Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai - 400 001, India. T: +91 22 2272 1234/33 | E: corp.comm@bseindia.com www.bseindia.com | Corporate Identity Number: L67120MH2005PLC155188

BSE - PUBLIC

BSE - PUBLIC

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6.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”	No
7.	In case of issuance of shares to the parties, details of issue price, class of shares issued	BSE will acquire remaining 5,000 equity shares (50% stake) in AIPL from SPDJS.
8.	Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc	Upon completion of the acquisition, AIPL will become wholly owned subsidiary of BSE and hence, no such terms are forming part of the agreement.
9.	in case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): a) name of parties to the agreement; b) nature of the agreement; c) date of execution of the agreement; d) details of amendment and impact thereof or reasons of termination and impact thereof.	BSE, AIPL and SPDJS are parties to the SPA. The SPA provides for acquisition of SPDJS’s 50% stake in AIPL and termination of joint venture between BSE and SPDJS. The said SPA will be executed on or after May 28, 2024.

Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai - 400 001, India. T: +91 22 2272 1234/33 | E: corp.comm@bseindia.com www.bseindia.com | Corporate Identity Number: L67120MH2005PLC155188

BSE - PUBLIC