Call Toll Free 1800-425-8282 Central Depository Services Ltd (CDSL)

Initial Public Offer - Note

Central Depository Services Ltd (CDSL)

Issue Highlights: competitive prices for a wide range of securities

State-of-the-art technology and robust infrastructure and

IT systems

Objects of the Issue:

1. To achieve the benefits of listing the Equity Shares which will

enhance the visibility and brand image of the company and

thereby provide liquidity to its existing Shareholders

2. General Corporate Purpose.

Public issue of 3,51,67,208 equity shares of Rs. 10/- each

(“equity shares”) of Central Depository Services Ltd (CDSL)

(Company or Issuer).

About the Issuer:

It is one of the leading securities depository in India by incremental

growth of Beneficial Owner (“BO”) accounts over the last three

Fiscals and by the total number of registered Depository Participants

(“DPs”), as at the end of Fiscal 2016, according to the CRISIL

Report.

It offers dematerialization for a wide range of securities including

equity shares, preference shares, mutual fund units, debt

instruments, government securities. As a securities depository, it

facilitates holding of securities in electronic form and enables

securities transactions (including off-market transfer and pledge) to

be processed by book entry. The Registrar and Transfer Agents

(“RTAs”) and Clearing Members (“CMs”) are the other intermediaries

involved in the process of issue and transfer of securities on our

electronic platform.

On a consolidated restated basis, total revenue grew at a CAGR of

6.54% from Rs. 1,228.25 million in Fiscal 2014 to Rs. 1,394.21

million in Fiscal 2016 and net profit after tax grew as restated at a

CAGR of 22.57% from Rs. 493.50 million in Fiscal 2014 to Rs.

741.38 million in Fiscal 2016.

Revenue from Operations (Rs. Millions)

Net Profit After Tax (Rs. Millions)

907.48 889.341054.18

1228.53

0

500

1000

1500

FY 13 FY 14 FY 15 FY 16

505.21 495.48434.22

739.15

0

200

400

600

800

FY 13 FY 14 FY 15 FY 16

Issuer: Central Depository Services Ltd (CDSL)

Issue Type: 100% Book Built Issue IPO

Issue Open: Monday, June 19, 2017

Issue Close: Thursday, June 21, 2017

Issue Size (Rs): Offer for sale of 3,51,67,208 Equity Shares

(Rs.509.92* Cr – 523.99^ Cr)

Employee Reservation: 7,00,000 Equity Shares (Rs.10.15*Cr-

10.43^ Cr)

Face Value: Rs.10 per Equity Share

Price Band: Rs. 145 – Rs. 149 per Equity Share

Minimum Order Quantity Retail: 100 Shares and

in multiples thereof

Maximum Bid amount for Retail: Rs. 2 Lakhs

Listing: NSE

Issue Size and Investor Category Allocation

Total Issue Size: 3,51,67,208 Equity Shares

QIB: 50% of the issue size (1,72,33,603 Shares) (Rs.249.89*Cr-

Rs.256.78^ Cr)

NIB: 15% of the issue size (51,70,082 Shares) (Rs.74.97* Cr-

Rs.77.03^ Cr)

Retail: 35% of the issue size (1,20,63,523 Shares)

(Rs.174.92*Cr- Rs.179.75^ Cr)

(* lower price band and ^ upper price band)

Global Coordinators and Book Running Lead Managers:

Axis Capital, Edelweiss Financial Services, Nomura, SBI Capital

Markets Ltd

Book Running Lead Managers:

Haitong Securities, IDBI Capital, Yes Securities

Registrar:

Link Intime India Pvt Ltd

Key Business Strategies:

Continue to focus on developing new DPs relationships

and leveraging our existing DP network

Continue to introduce new offerings and scale up recently

started businesses

Continue to invest and upgrade our IT infrastructure and

systems leading to Enhancement of operational efficiency

and service quality

Continue investor education initiatives to foster a rise in

the number of potential new investors and deepening of

the Indian securities market

Key Strengths:

Stable revenue base due to repeat business in multiple

offerings in the Indian securities and financial services market

High economies of scale leading to steady growth in

profitability

India’s leading securities depository with the highest

share of incremental growth of BO accounts

Convenient and dependable depository services at

Call Toll Free 1800-425-8282

Central Depository Services Ltd (CDSL)

Initial Public Offer - Note

Central Depository Services Ltd (CDSL)

SUMMARY STATEMENT OF PROFITS AND LOSSES, AS RESTATED

(` in Million)

Particulars

For the

period

ended

September

30, 2016

For the year ended

March

31, 2016

March

31, 2015

March

31, 2014

March

31, 2013

March

31, 2012

I Revenue from Operations 584.67 1,017.35 856.45 754.39 753.57 782.59

II Other Income 142.86 143.43 195.55 300.11 291.30 239.67

III Total Revenue (I+II) 727.53 1,160.78 1,052.00 1,054.50 1,044.87 1,022.26

IV Expenses:

Employee Benefits Expense 98.12 194.93 168.73 156.50 156.06 116.28

Depreciation and Amortization

Expense 16.07 34.36 49.05 38.29 18.50 35.41

Other Expenses 169.96 325.82 357.24 351.84 332.44 180.04

Total Expenses 284.15 555.11 575.02 546.63 507.00 331.73

V Profit before Exceptional items,

Extraordinary Items and Tax (III-

IV)

443.38 605.67 476.98 507.87 537.87 690.53

VI Exceptional items - (331.04) (16.88) - - 26.68

VII Profit before Extraordinary Items

and Tax (V- VI)443.38 936.71 493.86 507.87 537.87 663.85

VIII Tax expense:

(1) Current Tax 137.00 324.80 160.28 92.61 137.84 193.00

(2) Deferred Tax (3.54) (22.01) (13.80) 6.87 (15.85) (3.70)

Total 133.46 302.79 146.48 99.48 121.99 189.30

IX Net Profit after tax before

extraordinary items as restated 309.92 633.92 347.38 408.39 415.88 474.55

X Extraordinary Items (net of tax)

Loss due to fire / (Fire Insurance

claim received)

- - - (5.62) 4.88 -

XI Profit after Tax and Extraordinary

Items (IX-X) 309.92 633.92 347.38 414.01 411.00 474.55

Adjustments - - - - - -

XII Net profit after tax as restated 309.92 633.92 347.38 414.01 411.00 474.55

XIII Earnings per equity share (EPS)

(face value of ` 10/- each)

Excluding Extraordinary Items

Basic and Diluted EPS (`) 2.97* 6.07 3.32 3.91 3.98 4.54

Including Extraordinary Items

Basic and Diluted EPS (`) 2.97* 6.07 3.32 3.96 3.93 4.54

Call Toll Free 1800-425-8282

Source

for

Note:

DRHP

IMPORTANT: Please

read

the

Red

Herring

Prospectus

of this

issue

carefully

before

investing

in

the

same.

:: Research Desk :: :: Research Desk ::

E-mail:

karvy.advisor@karvy.com

Direct Ph: 040 3321 7132

Disclaimer

The information and views presented in this report are prepared by Karvy Stock Broking Limited. The information

contained herein is based on our analysis and upon sources that we consider reliable. We, however, do not vouch for the

accuracy or the completeness thereof. This material is for personal information and we are not responsible for any loss

incurred based upon it. The investments discussed or recommended in this report may not be suitable for all investors.

Investors must make their own investment decisions based on their specific investment objectives and financial position

and using such independent advice, as they believe necessary. While acting upon any information or analysis mentioned

in this report, investors may please note that neither Karvy nor Karvy Stock Broking nor any person connected with any

associate companies of Karvy accepts any liability arising from the use of this information and views mentioned in this

document.

PF/IPON/12062017/26

Initial Public Offer - Note

Central Depository Services Ltd (CDSL)

Central Depository Services Ltd (CDSL)

SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED

(` in Million)

Particulars

As at

September

30, 2016

As at

March

31,2016

As at

March

31, 2015

As at

March

31, 2014

As at

March

31, 2013

As at

March

31, 2012

I - EQUITY AND LIABILITIES

(1) Shareholders' Funds

(a) Share Capital 1,045.00 1,045.00 1,045.00 1,045.00 1,045.00 1,045.00

(b) Reserves and Surplus 2,926.94 2,617.02 2,297.54 2,226.86 2,057.37 1,890.89

3,971.94 3,662.02 3,342.54 3,271.86 3,102.37 2,935.89

(2) Non-current Liabilities

(a) Other Long-term Liabilities 229.44 230.34 222.99 217.63 215.25 206.72

229.44 230.34 222.99 217.63 215.25 206.72

(3) Current Liabilities

(a) Trade Payables

(i) Total outstanding dues of Micro, Small

and Medium Enterprises

- - - - - -

(ii) Total outstanding dues of creditors

other than Micro, Small and Medium

Enterprises

77.60 63.49 59.72 44.28 41.10 41.95

(b) Other Current Liabilities 490.31 172.68 479.79 338.72 213.19 67.09

(c) Short-term Provisions 82.27 382.33 298.51 267.56 265.64 198.65

650.18 618.50 838.02 650.56 519.93 307.69

TOTAL 4,851.56 4,510.86 4,403.55 4,140.05 3,837.55 3,450.30

II - ASSETS

(1) Non-current Assets

(a) Fixed Assets

(i) Tangible Assets 44.98 29.46 46.66 59.15 61.31 52.14

(ii) Intangible Assets 5.38 6.36 11.36 21.05 17.22 0.20

50.36 35.82 58.02 80.20 78.53 52.34

(b) Non-current Investments 1,367.55 2,089.07 2,203.02 809.88 620.58 940.69

(c) Deferred Tax Assets (net) 78.31 74.76 52.76 38.95 45.82 29.98

(d) Long term Loans and Advances 118.74 120.01 115.42 123.60 105.33 62.10

1,564.60 2,283.84 2,371.20 972.43 771.73 1,032.77

(2) Current Assets

(a) Current Investments 2,561.66 1,622.21 1,407.08 2,656.56 2,613.65 1,980.98

(b) Trade Receivables 146.95 97.75 37.12 33.33 35.03 44.31

(c) Cash and Cash Equivalents 411.75 402.52 484.58 358.16 300.88 301.30

(d) Short-term Loans and Advances 32.14 15.20 17.46 14.47 17.88 12.30

(e) Other Current Assets 84.10 53.52 28.09 24.90 19.85 26.30

3,236.60 2,191.20 1,974.33 3,087.42 2,987.29 2,365.19

TOTAL 4,851.56 4,510.86 4,403.55 4,140.05 3,837.55 3,450.30