Directors Report of Indian Energy Exchange Ltd.

Mar 31, 2025

The Board of Directors of your Company are pleased to present the 19th (Nineteenth) Annual Report on the business and
operations along with the audited standalone and consolidated financial statements & the Auditors’ Report of the Company, for
the financial year ended March 31,2025.

FINANCIAL PERFORMANCE

The standalone and consolidated financial statements for the financial year ended March 31,2025, forming part of this Annual
Report, are prepared in accordance with the Companies Act, 2013, as amended from time to time ("the Act") and Regulation 33
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
from time to time ("the Listing Regulations").

Highlights of Financial Performance

(Amount in '' Lakhs)

Particulars	Standalone		Consolidated
	FY’25	FY’24	FY’25	FY’24
Revenue from Operations	53,537.01	44,915.32	53,726.23	44,915.32
Other Income	11,892.43	10,162.84	12,010.46	10,169.52
Total Revenue	65,429.44	55,078.16	65,736.69	55,084.84
Less: Total Expenditure	10,408.44	9,393.26	10,746.24	9,560.30
Profit before share of profit of associates, exceptional items and tax	55,021.00	45,684.90	54,990.45	45,524.54
Share in profit of associate	-	-	1,463.15	1,089.79
Profit before tax and exceptional items	55,021.00	45,684.90	56,453.60	46,614.33
Profit before tax	55,021.00	45,684.90	56,453.60	46,614.33
Less: Provision for Tax	13,556.18	11,540.84	13,536.69	11,536.07
Profit after tax (A)	41,464.82	34,144.06	42,916.91	35,078.26
Other comprehensive income for the year, net of income tax (B)	(4.57)	20.60	1.13	21.67
Total comprehensive income for the year (A B)	41,460.25	34,164.66	42,918.04	35,099.93
Profit for the year attributable to:
Shareholders of the Company	41,464.82	34,144.06	42,916.91	35,078 26
Non-controlling interests	-	-	-	-
Earnings per equity share [face value ''1 per share]
Basic ('')	4.66	3.84	4.83	3.94
Diluted ('')	4.66	3.84	4.83	3.94

THE COMPANY’S PERFORMANCE DURING THE FINANCIAL YEAR 2025

STANDALONE

Your Company’s standalone revenue was '' 65,429.44 Lakhs in current financial year ("FY’25") against '' 55,078.16 Lakhs in the
previous financial year ("FY’24"). Profit before tax stood at '' 55,021.00 Lakhs in FY’25 against '' 45,684.90 Lakhs in FY’24; profit
after tax for FY’25 was '' 41,464.82 Lakhs compared to '' 34,144.06 Lakhs in FY’24.

DIVIDEND DISTRIBUTION POLICY AND DIVIDEND

CONSOLIDATED

The Consolidated Financial Statements of the Company, its
subsidiary, and associates are prepared in accordance with
the Act and applicable Indian Accounting Standards ("Ind AS")
along with all relevant documents and the Auditors’ Report
forms part of this Annual Report. The Consolidated Financial
Statements presented by the Company include the financial
results of its subsidiary company i.e., International Carbon
Exchange Private Limited ("ICX") and its associate company
i.e., Indian Gas Exchange Limited ("IGX").

As on March 31, 2025, ICX is a wholly owned subsidiary of IEX
and as on date of this Annual Report IEX holds 100% equity
stake in ICX.

As on March 31,2025, IGX stands as the associate of IEX and
as on date of this Annual Report IEX holds 47.28% equity stake
in IGX.

The Company’s consolidated revenue is '' 65,736.69 Lakhs
in FY’25 in comparison with '' 55,084.84 Lakhs in FY’24. The
Company’s profit after tax for FY’25 was '' 42,916.91 Lakhs
compared to '' 35,078.26 Lakhs in FY’24.

Highlights of the Company’s performance are discussed in
detail in the Management Discussion and Analysis Report
("MDAR"), included in this Annual Report as required under the
Listing Regulations.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

During FY’25 and on the date of this Annual Report, there has
been no change in the nature of business of the Company.

MANAGEMENT''S DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for FY’25,
as stipulated under the Listing Regulations, is presented in a
separate section, forming part of this Annual Report.

Certain Statements in the said report may be forward looking.
Forward-looking statements are dependent on assumptions
or basis underlying such statements. We have chosen these
assumptions or basis in good faith, and we believe that they
are reasonable in all material respects. However, we caution
that actual results, performances, or achievements could
differ materially from those expressed or implied in such
forward- looking statements. Several factors may affect
the actual results, which could be different from what the
Directors envisage in terms of future performance and outlook.
We undertake no obligation to update or revise any forward¬
looking statement, whether as a result of new information,
future events, or otherwise.

Pursuant to Regulation 43A of Listing Regulations, your
Company has a well-defined Dividend Distribution Policy that
balances the dual objective of rewarding shareholders through
dividends whilst also ensuring the availability of sufficient
funds for the growth of the Company. The policy is available on
the website of the Company and can be accessed through the
following web link:

https://www.iexindia.com/apiview/preview-pdf?url=https://

doc.iexindia.com/files/Dividend-Distribution-Policyy-

LVwOFFFg-6bH.pdf

INTERIM DIVIDEND

During the financial year under review, the Company has paid
an interim dividend of '' 1.50/- (150%) per equity share of face
value of '' 1/- each for the financial year ended March 31,2025.
The total payout was '' 13,375.39 Lakhs towards the interim
dividend. The Company has deducted tax at source (TDS) at
the time of payment of dividend under the provisions of the
Income Tax Act, 1961.

FINAL DIVIDEND

The Board of Directors of the Company has recommended a
final Dividend of '' 1.5/- (150%) per equity share of face value
of '' 1/- each for the financial year ended March 31, 2025.
The Final Dividend is subject to the approval of Members at
the ensuing Annual General Meeting and will be paid within
the time stipulated under the Companies Act, 2013 (subject
to deduction of TDS). The total outflow on account of the
proposed final dividend aggregates to '' 13,375.39 Lakhs.

The total dividend for the financial year ended March 31,2025,
amounts to '' 3/- per equity share equivalent to 300% of face
value of '' 1/- each and would involve a total cash outflow of
'' 26,750.79 Lakhs, resulting in a dividend payout of
approximately 65% of the standalone PAT of the Company
exceeding the defined dividend range in the Company’s
Dividend Distribution Policy.

TRANSFER TO GENERAL RESERVES

There is no amount proposed to be transferred to the General
Reserves account for FY’25.

SHARE CAPITAL
Authorised Share Capital

As on March 31, 2025, the authorised share capital of the
Company stood at '' 100 Crore, consisting of 100,00,00,000
(One Hundred Crore) equity shares of '' 1/- each. There has
been no change in the authorised share capital during FY’25.

Paid-up Share Capital

The paid-up equity shares capital of the Company stood at
'' 8,916.93 Lakhs consisting of 89,16,92,735 equity shares of
'' 1/- each as on March 31,2025. There has been no change in
paid up share capital during FY''25.

Disclosure Relating to Equity Shares with Differential
Rights

The Company has not issued any equity shares with differential
rights during the year under review and hence no information
as per provisions of Rule 4(4) of the Companies (Share Capital
and Debenture) Rules, 2014 is furnished.

Disclosure Relating to Sweat Equity Shares

The Company has not issued any sweat equity shares during
the year under review and hence no information as per
provisions of Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

EMPLOYEE STOCK OPTION PLAN (ESOP) AND
RESTRICTED STOCK UNIT (RSU) SCHEME
I EX Employees Stock Option Plan 2010 ("I EX ESOP
Scheme 2010")

Your Company has IEX ESOP Scheme 2010, to motivate and
instil a sense of ownership among its employees. The Compa¬
ny''s ESOP scheme is administered through ''IEX ESOP Trust'',
which acts as per instructions of the Nomination and Remu¬
neration Committee ("NRC") of the Company.

The details of the IEX ESOP Scheme 2010, including terms of
reference, and the requirement specified under Regulation 14
of the SBEB & Sweat Equity Regulations, are available on the
Company''s website, at

https://www.iexindia.com/investors/other-disclosures

Indian Energy Exchange Limited Restricted Stock Unit
Scheme 2019 ("IEX RSU SCHEME 2019")

Your Company has ''IEX RSU Scheme 2019'' with a view to
attract and retain key talents working in the capacity of Senior
Management with the Company, by way of rewarding their
performance and motivating them to contribute to the overall
corporate growth and profitability. The Scheme is administered
directly by the NRC of the Company.

The details of the IEX RSU Scheme 2019, including terms of
reference, and the requirement specified under Regulation 14
of the SBEB & Sweat Equity Regulations, are available on the
Company''s website, at https://www.iexindia.com/investors/
other-disclosures

The details of the IEX ESOP Scheme 2010 and IEX RSU Scheme

2019 form part of the Notes to accounts of the financial
statements in this Annual Report.

Further, the Company has obtained a certificate from the
Secretarial Auditors of the Company certifying that the IEX
ESOP Scheme 2010 and IEX RSU Scheme 2019 have been
implemented in accordance with the SBEB & Sweat Equity
Regulations and in accordance with the resolution(s) passed
by the members of the Company. The certificate will be placed
at the ensuing Annual General Meeting for inspection by the
members of the Company.

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY

Your Company recognizes the interconnectedness of
economic and social value, understanding its responsibility
within a diverse ecosystem of stakeholders. IEX acknowledges
the integral relationship between creating economic value
and fostering societal well-being, to positively influence and
collaborate with all stakeholders for sustainable growth and
development.

In compliance with the requirements of Section 135 of the Act
read with the Companies (Corporate Social Responsibility)
Rules, 2014, as amended, the Company has a Corporate
Social Responsibility & Sustainability Committee ("CSR &
Sustainability Committee") which works as per the applicable
provisions and such other matters as prescribed by the Board
from time to time. The CSR & Sustainability Committee, inter
alia, reviews and monitors the Corporate Social Responsibility
("CSR") as well as Sustainability initiatives of the Company.

The Company has also in place a Corporate Social Responsibility
Policy ("CSR Policy") in line with Section 135 read with the CSR
Rules and Schedule VII of the Act.

The Company has identified the following focus areas for CSR
engagement:

• National Heritage, Art and Culture: Contributing to protection
of national heritage, art and culture.

• Health and Education: Supporting socio-economic
development of underprivileged communities through
improved access to livelihoods, sanitation, water, healthcare
and education including vocational skills.

• Health and Development: Supporting socio-economic
development of underprivileged communities through
improved access to livelihoods, sanitation, water, healthcare
and education.

• Renewable Energy: Promoting renewable energy by creating
opportunities for access and awareness.

• Women Empowerment: Endeavoring to integrate the cause
of women empowerment while designing the projects.

• Disaster Response: Contributing to relief and rehabilitation
measures in disaster-affected parts of country.

During FY’25, the Company has undertaken CSR activities
through implementation agencies in the areas of protection of
national heritage, art, and culture, including the restoration of
historical buildings, sites, and works of art; eradicating hunger
and malnutrition; promoting healthcare; advancing education;
enhancing vocational skills; supporting the upliftment of
women, adolescent girls, and destitute elderly individuals; and
supporting persons with disabilities through various initiatives
such as providing nutritious meals, funding cataract surgeries,
supporting educational programs, empowering youth with
vocational training, and promoting digital empowerment for
women and girls in rural areas. These CSR activities were in
accordance with the CSR Policy of the Company and Schedule
VII of the Act.

The composition of the CSR & Sustainability Committee, CSR
Policy and CSR initiatives of the Company are placed on the
Company’s website at https://www.iexindia.com/sustainability
and the Annual CSR Compliance Report pursuant to Section
135 of the Act is appended as Annexure 1 to this Annual Report.

HUMAN RESOURCE DEVELOPMENT
Human Capital Philosophy

"Employees are Our Core Competence"

At IEX we believe that employees are not just contributors,
they are our core competence. Their expertise, dedication, and
innovation fuel our growth and enable us to deliver consistent
value to all stakeholders.

IEX Culture & Core Values

At IEX we are committed to creating an environment of trust and
openness. Our core values consisting of "Excellence, Customer
Centricity, Integrity, Respect & Trust, and Teamwork", form
the foundation of our culture. These values guide our actions
and shape a workplace where employees feel empowered and
engaged.

IEX believes that diversity and inclusion are essential for
sustainable organizational growth. As an equal opportunity
employer, we are committed to fostering a workplace where
every individual is respected, valued, and empowered to thrive.
We do not tolerate discrimination of any kind, whether based
on color, race, age, gender, caste, religion, nationality, marital
status, sexual orientation, or disability. Our policies ensure
fairness and equity across all stages of employment.

Employee Engagement & Communication

To strengthen the culture, we conduct regular employee
engagement initiatives, including structured interactions

with organizational leaders. Forums such as weekly and
monthly meetings, all-hands meets, skip-level meetings, and
departmental discussions provide valuable opportunities for
employees to connect with management, share feedback, and
align with the company’s vision.

This year, we introduced a new initiative "HR Connect"
designed to enhance the onboarding experience. Through
this program, new joiners engage in one-on-one interactions
with HR leadership to reflect on their first six months at IEX.
These conversations help us gather insights on the onboarding
process, role clarity, and areas for improvement, reinforcing
our commitment to continuous enhancement of the employee
experience.

Learning & Development

We are committed to fostering a strong learning culture by
continuously investing in the development of our employees’
functional, technical, and behavioral competencies. At IEX, we
have implemented a comprehensive range of Learning and
Development (L&D) initiatives to nurture talent and enhance
capabilities.

Leveraging cutting-edge digital tools and platforms, we ensure
that learning is both accessible and flexible. Our in-house
Learning Management System (LMS) enables us to deliver
a wide range of online training programs, track individual
progress and assess learning outcomes efficiently. With 24/7
access to learning materials, employees can learn at their own
pace, ensuring 100% manpower coverage and alignment with
mandatory training requirements such as Prevention of Sexual
Harassment (POSH) and IT Security & Data Privacy protocols.

We emphasize self-directed learning through courses on
Stakeholder Management, First Time Manager, Feedback,
Influencing Skills, Business Communication, and Work-Life
Balance. Employees are encouraged to use platforms like
Udemy and LinkedIn Learning.

In addition to promoting self-directed learning, IEX actively
encourages knowledge exchange through structured internal
initiatives. One such initiative is "Knowledge X" - a series of
virtual sessions led by our Subject Matter Experts (SMEs).
These sessions are accessible to all employees and serve as a
platform for sharing domain expertise, best practices, and key
learnings across teams and functions. In FY’25, we successfully
conducted 8 sessions, each engaging approximately 30 to
40 employees, reinforcing our commitment to collaborative
learning and continuous development.

Strategic Talent Development

Our talent strategy is a balanced blend of internal capability
development and strategic external hiring. This approach
ensures we build complementary skill sets, combining deep
domain expertise with fresh perspectives from across the
industry.

Recognition: A Great Place to Work

We are delighted to feature as a Great Place to Work (GPTW)
in mid-size organization third time in a row for the period of
Apr''25 ~ Apr''26. This recognition is a testament to our people-
first culture and reinforces our commitment to creating a
harmonious, inclusive, and empowering environment for all
employees.

TECHNOLOGY ABSORPTION

Since the inception in the year 2008, the Indian Energy Exchange
has believed in Technology innovation as a key differentiating
factor and has adopted the best-in class technology, and
it continues to do so even today. Our technology vision is to
architect the next-generation technology and digital enterprise
solutions that enables us to shape the development of
competitive, transparent, and robust energy markets in the
country.

Innovation and strong technology have indeed enabled us to
build continued trust with our robust ecosystem of almost
more than 8,100 stakeholders located across 28 states
and 8 union territories. IEX has a strong foundation of more
than 4900 commercial and industrial users representing
various industries such as metal, textile, cement, chemicals,
automobiles, information technology, real estate, and several
more as well as providing them with best-in-class, seamless,
and customer centric services.

We continuously invest effort and resources in technology
to elevate its ease, 24*7 availability, reliability, security and to
provide the best-in-class experience to our Customers. We have
always endeavored to advance technology architecture at the
Exchange Platform level as well as at the Enterprise level. Over
the years, we have successfully transitioned from monolithic
software to more modular service-based architecture. With key
functionalities such as anonymous order matching, real-time
reference pricing, and dynamic margin monitoring, the platform
ensures price transparency and delivers prompt, reliable order
routing, trade reporting, and market data dissemination, all
while maintaining robust market surveillance. Central to this
trading system is the highly trusted matching engine, which
has consistently earned the confidence of market participants.
This engine not only facilitates efficient and rapid price
discovery but is also engineered to maximize Social Welfare in
line with CERC Power Market Regulations. Our trading platform
provides members with the flexibility to place bids using three
distinct trading interfaces, each tailored to different needs and
preferences.

Desktop Client Applications (TWS and MAT) provided by the
Exchange, designed for members who prefer a robust and
feature-rich interface. The standalone application offers a
high-performance environment with a dedicated MPLS/VPN
connection to the Exchange, ensuring seamless access to the
platform''s full capabilities.

Web-based User Interface: For users seeking convenience and
accessibility, our platform offers a web-based interface that
can be accessed through any standard web browser, such as
Google Chrome. This interface is designed to be user-friendly
and accessible from anywhere, without the need for additional
software installations.

Application Programming Interface (API): For members with
more sophisticated trading needs, we offer an API that allows
for seamless integration into client''s applications. This API
enables direct interaction with our platform, allowing users to
automate their trading processes, customize their workflows,
and integrate the platform''s functionalities into their own
systems.

Beyond the core trading system, the Exchange Platform is also
equipped with the Clearance and Settlement System (CnS).
The Clearance and Settlement System (CnS) is the backbone
of the Exchange''s post-trade operations. This sophisticated
application facilitates seamless end-to-end clearance and
settlement processes, facilitating both the delivery of traded
electricity by integration with NLDC systems and the financial
settlements associated with those trades. The CnS system is
fully integrated with banking systems and corporate finance
functions, enabling the automated processing of payments.

We have also transitioned to an agile development methodology
that allows us to implement new features very swiftly. We
leverage cutting-edge tools and platforms, including advanced
programming languages, scalable cloud services, in-memory
technologies and robust data & analytics solutions. Our
technology platform is designed to deliver solutions, meeting
highest standards of performance and security that empower
our clients for seamless energy trading.

IEX has built a robust and advanced IT ecosystem and is
designed to handle high volumes of transactions with high
availability, scalability and security for the Exchange to operate
365 calendar days. Our focus on continuous improvement
has resulted in uninterrupted operations - zero unplanned
downtime or security breaches since inception.

Application security is a critical aspect in IEX which aims
at protecting applications from security threats throughout
their lifecycle. Considering the challenges of evolving threat
landscape, complexity of modern applications, IEX has adapted
AAA (Authentication, Authorization and Accounting) solutions
and MFA (Multi Factor Authentication) which ensures that only
legitimate users and processes can access an application
and its resources. Encryption (AES-256 CBC) in Bid Data,
secure data storage, encrypted communication channels
(TLS1.2 and above) and data masking technologies ensures
safeguarding sensitive data from unauthorized access and
ensuring compliance with regulations. Strong token-based
authentication mechanism, rate limiting, and input validation

etc. are implemented to maintain security and reliability in APIs. Implementation of appropriate application hardening measures
are also in practice which includes removing unnecessary features, applying patches, configuring security settings, implementing
anti-debugging techniques, input validation, proper error handling etc. In IEX, applications are scanned on regular frequency and
prior to rolling out any major upgrades in Production to identify and address the latest Vulnerabilities if any. This involves secure
code review, VA scan through tools and penetration testing as well.

Infrastructure Security in IEX involves protecting the digital and physical components of systems and networks from unauthorized
access, threats, and disruptions. IEX has implemented Defense in Depth ensuring security at multiple layers from Gateway to
Endpoints ensuring the protection of Confidentiality, Integrity and Availability. Security in IEX trading infrastructure has been taken
care of from the connectivity phase initiated by the customers (via API, VPN or through MPLS) in which the latest secure protocols,
encryption standards and hashing methods are implemented. Zero trust security model is a part of Defence in Depth topology
which includes multiple layers of Physical Firewalls, Security Zones, Web Application Firewalls, DDOS Protection, Advanced
Antivirus, VPNs, Privilege Access Management, Unified Gateway, Multi Factor Authentication, Network Access Control, VAPT,
Secure Patching Mechanism, DLP Secure email system, etc. Further, secure configuration or hardening of servers and network
security equipment are followed in IEX with already in-place robust process of secure continuous monitoring through NOC/SOC,
regular scanning of vulnerabilities, secure copy of data backups, Cyber Crime Insurance, etc.

"Robust Operation Management" makes sure that business in IEX remain Effective and Efficient even under uncertain conditions".
IEX has designed and implemented many processes in focus with the adoption of the latest technology, continuous improvement,
employee training, customer focus, sustainability etc. to ensure very effective and error-free functioning of the entire exchange
ecosystem. Backup systems are implemented to automatically take over in a matter of seconds in the case of a failure in any of the
trading processes. Our systems are built with an auto-healing concept based on extensive monitoring which ensures that in case
of failure, the system recognizes the problem and automatically triggers a fallback process with minimal manual intervention, thus
minimizing downtime. IEX has fully operational IT DC and DR sites in New Delhi and Mumbai respectively which are adequately
equipped to handle any issue that may arise due to unexpected events of major to minor outages in exchange functioning.

Customer Support			Access and Backup Management	1^.
• 24/7 availability via Email & Phone			( \ • Access management (Logical and physical controls)
• Handling customer issues related to the trading platform	J		• Backup procedures	J
Platform Monitoring			ITIL Frame work
• Network, Databas, and Servers			( \ • Change management and incident management via Jira
• Application Monitoring	J		V_	J
Security Operation Center			Disaster Recovery j	1---.
'' • Incident Management			( \ • DC to DR replication in real time
• Threat Intelligence & IOC blocking	J		• RTO: 4 minutes, RPO: Near to zero	J
System Upgrades			Application Development j	1^.
( > • Regular upgrades for security patches			( \ • SDLC and change management processes
• Tech stack upgrades (Firmware, OS, DB patching)			• Major and minor releases

With so many Technology innovations in FY 25-26, we are now set to take the next leap. We will continue to invest in Technology
& Security using Artificial Intelligence (AI) to enhance our exchange platform functioning and monitoring.

SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE
COMPANIES

As of March 31, 2025, your Company had one (!) subsidiary
(wholly owned) and one (1) Associate Company. Further, no
Company ceased to be Subsidiary or Associate or Joint Venture
of the Company during the financial year under review.

Wholly Owned Subsidiary- International Carbon
Exchange Private Limited

International Carbon Exchange (ICX), a wholly owned subsidiary
of Indian Energy Exchange Limited (IEX), was incorporated on
December 27, 2022, with an authorized equity share capital of
'' 10 Crores and a paid-up equity share capital of '' 5 Crores. ICX
was established with the objective of building credible, efficient,
and transparent market-based solutions for environmental
attributes, in alignment with evolving regulatory frameworks
and market developments.

A key milestone was achieved in September 2024, when ICX
was authorized by the I-TRACK Foundation Board as the local
issuer of International Renewable Energy Certificates (I-REC(E))
in India. ICX commenced IREC operations in the same month
and, within seven months of FY 2024-25, generated '' 2.1
Crores in revenue, comprising '' 1.32 Crores from certificate
issuance and '' 0.78 Crores from device registration.

Leveraging its deep understanding of the local regulatory
landscape, ICX has significantly enhanced the integrity and
credibility of the I-REC(E) issuance process. This has led to
increased confidence among market participants, streamlined
registration and issuance procedures, and improved market
valuation of the certificates.

Associate Company- Indian Gas Exchange Limited

As on March 31,2025, and on the date of this Report Indian Gas
Exchange Limited is the Associate Company of your Company.
IEX holds 47.28% of equity share capital in IGX.

During FY’25, IGX traded the highest ever gas volumes of 60
million MMBtu representing an increase of 47% on a year-on-
year basis. Around 62% of traded volumes were free market
gas and 38% domestic HPHT gas, with 1,692 trades executed
in FY’25.

IGX’s total income for FY’25 stood at '' 6908.21 lakhs and a net
profit after tax of '' 3094.66 lakhs. The share of profit of IGX
considered in consolidation for FY’25 amounted to '' 1463.15
lakhs.

The Consolidated Financial Statements of the Company and
its Subsidiary/Associate are prepared in accordance with
the applicable accounting standards, issued by the Institute
of Chartered Accountants of India, and forms part of this
Annual Report. Pursuant to the provisions of Section 129(3) of
the Companies Act, 2013 read with Rule 5 of the Companies

(Accounts) Rules, 2014, a statement containing the salient
features of the financial statements of ICX & IGX in Form AOC-
1 is attached to this Report as Annexure 2.

RELATED PARTY TRANSACTIONS

All contracts /arrangements /transactions entered into by the
Company during the financial year ended on March 31, 2025,
with related parties were in the ordinary course of business
and on an arm’s length basis and had no conflict with the
interest of the Company. All related party transactions were
in compliance with the applicable provisions of the Act and
Listing Regulations and the Company’s Policy on Materiality
and Dealing with Related Party Transactions ("RPT Policy"). All
these transactions were reviewed and approved by the Audit
Committee/ the Board of Directors of the Company.

The Company had not entered into any contract/ arrangement/
transaction with related parties which could be considered
material, or which may have potential conflict with the interest
of the Company, hence there is no information to be provided
as required under section 134(3) (h) of the Act, read with Rule
8(2) of the Companies (Accounts) Rules, 2014. Accordingly, a
Nil disclosure of Related Party Transactions is annexed with
this Report in Form AOC-2 as Annexure 3.

All the Related Party Transactions, including the transaction on
which omnibus approval is granted by the Audit Committee and
the Board are placed before the Audit Committee for its review
and approval on a quarterly basis. All Related Party Transactions
are subject to an independent review by the Statutory and
Secretarial Auditors of the Company to establish compliance
with the requirements of Related Party Transactions under the
Act and Listing Regulations. Members may refer to Note No. 47
of the Standalone Financial Statements which sets out related
party disclosures pursuant to Ind AS.

Your Company has formulated a RPT Policy which has been
recently amended in accordance with SEBI (Listing Obligations
and Disclosure Requirements) (Third Amendment) Regulations,
2024. The current RPT Policy is available on the website of the
Company and can be accessed through the following web link:

https://www.iexindia.com/apiview/preview-pdf?url=https://

doc.iexindia.com/files/Policy-on-Materiality-and-Dealing-

with-Related-Party-Transactions-CfTy-EorysR9.pdf

The RPT Policy intends to ensure that proper approval,
reporting, and disclosure processes are in place for all
transactions between the Company and related parties. This
Policy specifically deals with the review and approval of Material
Related Party Transactions keeping in mind the potential or
actual conflicts of interest that may arise because of entering
into these transactions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company actively seeks to adopt best practices for an
effective functioning of the Board and believes in having a truly
diverse Board whose wisdom and strength can be leveraged for
creating greater stakeholder value, protection of their interests
and better corporate governance.

IEX has a well-diversified Board comprising eminent persons
with proven competence and integrity, who bring in vast
experience and expertise, skills, strategic guidance, and
leadership qualities to ensure effective corporate governance
and sustained commercial success of the Company.

The Nomination and Remuneration Committee of the Company
is responsible for developing competency requirements for the
Board based on the industry and strategy of the Company. The
Board composition analysis reflects an in-depth understanding
of the Company, including its strategies, operations, financial
condition, and compliance requirements. The Board has also
identified the core skills, expertise, and competencies of the
Board of Directors required in the context of the businesses
and sectors applicable to the Company which are mapped with
each of the Directors on the Board. The same is disclosed in
the Corporate Governance Report forming part of this Annual
Report.

As on March 31,2025, the Board of Directors comprises 8 (eight)
Directors, consisting of 4 (Four) Non-Executive Independent
Directors including 1 (One) Woman Independent Director, 2
(Two) Non-Executive Non-Independent Directors and 2 (Two)
Executive Directors - Chairman & Managing Director and
Joint Managing Director. The composition of the Board of the
Company and changes therein during the year is given under
the Corporate Governance section of this Annual Report.

During FY’25, the Non-Executive Directors (NEDs) of the
Company had no pecuniary relationship or transactions with
the Company, other than sitting fees and reimbursement of
expenses incurred by them, if applicable, for the purpose of
attending Board/Committee meetings of the Company.

A. Changes in Directors

The following changes took place in the Composition of the
Board of Directors of the Company during FY’25:

(i) Appointment / re-appointment of Directors

1) Cessation and Re-appointment of Mr. Satyanarayan
Goel (DIN 02294069) as the Chairman and Managing
Director of the Company for a period of three (3)
years effective from August 10, 2024.

2) Appointment of Mr. Rohit Bajaj (DIN 06793234) as
the Joint Managing Director of the Company for a

period of three (3) years effective from August 10,
2024.

3) Appointment of Mr. Rajeev Gupta (DIN 00241501)
as Non-Executive Independent Director of the
Company for a period of five (5) years effective from
August 10, 2024.

4) Appointment of Mr. Pardeep Kumar Pujari (DIN
00399995) as Non-Executive Independent Director
of the Company for a period of five (5) years effective
from March 12, 2025.

(ii) Cessation of Director

Prof Kayyalathu Thomas Chacko (DIN: 02446168) Non¬
Executive Independent Director of the Company, ceased
to be Director of the Company on close of business
hours on March 29, 2025, post completion his tenure of
second term of 5 (Five) consecutive years.

The Board of Directors and Management of the
Company places on record their deep appreciation for
his invaluable contribution, guidance and exemplary
service rendered by Prof. Chacko during his tenure as
Non-Executive Independent Director of the Company. .

B. Directors liable to retire by rotation

In accordance with the provisions of section 152 of the Act,
and the Articles of Association of the Company, Mr. Amit
Garg (DIN 06385718), Non-Executive Non- Independent
Director of the Company will be retiring by rotation at the
ensuing Annual General Meeting (AGM) and being eligible
offers himself for re-appointment.

Necessary resolution(s) for the re-appointment of the
aforesaid Director have been included in the Notice
convening the ensuing AGM and details of the proposed re¬
appointment are disclosed in the explanatory statement of
the Notice.

C. Key Managerial Personnel (‘KMP'')

During FY’25, the following persons were the whole time
KMP of the Company:

1. Mr. Satyanarayan Goel, Chairman & Managing Director.

2. Mr. Rohit Bajaj, Joint Manging Director, w.e.f. August 10,
2024, and

3. Mr. Vineet Harlalka, Chief Financial Officer, Company
Secretary and Compliance Officer.

D. Declaration by Independent Directors

As on March 31,2025, Ms. Sudha Pillai, Mr. Pardeep Kumar
Pujari, Mr. Rajeev Gupta and Mr. Tejpreet Singh Chopra were

the Independent Directors on the Board of the Company in
terms of Section 149 of the Act and Regulation 16 of the
Listing Regulations.

Pursuant to and in compliance with the provisions of section
134(3)(d) of the Act, the Company has received declaration
of independence as stipulated under Sections 149(6) and
149(7) of the Act, Regulations 16(1)(b) and 25 of the Listing
Regulations and the CERC (Power Market) Regulations,
2021, from all the Independent Directors confirming that
they are not disqualified for continuing as Independent
Directors of the Company. In terms of Regulation 25(8) of
the Listing Regulations, they have also confirmed that they
are not aware of any circumstances or situation which
exists or may be reasonably anticipated that could impair
or impact their ability to discharge their duties with an
objective independent judgement and without any external
influence.

All Independent Directors have affirmed compliance to the
Code of Conduct for Independent Directors as prescribed
in Schedule IV of the Companies Act, 2013 and the Code of
Conduct for Directors and Senior Management Personnel
formulated by the Company.

As required under Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, all the
Independent Directors have registered themselves with the
Independent Directors Databank and also completed the
online proficiency test conducted by the Indian Institute of
Corporate Affairs, wherever required.

The Board of Directors of the Company has taken on
record the declarations and confirmations submitted
by the Independent Directors and based upon the
declarations received from them, the Board of Directors
have confirmed that the Independent Directors meet the
criteria of independence as specified in the Act including
the Schedules and Rules made thereunder, the Listing
Regulations and the CERC (Power Market) Regulations,
2021, and are independent of the management.

E. Meetings of Board

The Board met 7 (Seven) times during the financial year 2024¬
25. The details of board meetings and the attendance of the
Directors are provided in the Corporate Governance Report,
which forms part of this Annual Report. The intervening
gap between the two consecutive Board meetings did not
exceed the period prescribed by the Act, Listing Regulations
and Secretarial Standard on Board Meetings (SS-1) issued
by the Institute of Company Secretaries of India ("ICSI"), as
amended from time to time.

F. Committees of the Board

The Board Committees play a crucial role in the governance
structure of the Company and have been constituted
to deal with specific areas / activities as mandated by
applicable regulations, which concern the Company and
need a closer review. Majority of the Members constituting
the Committees are Independent Directors and each
Committee is guided by its Charter or Terms of Reference,
which provide for the composition, scope, powers, and
duties & responsibilities. The Chairperson of the respective
Committee updates the Board about the summary of the
discussions held in the Committee Meetings. The minutes
of the Meeting of all Committees are placed before the
Board for review and noting.

Information on the Audit Committee, the Nomination and
Remuneration Committee, the Stakeholders’ Relationship,
Corporate Social Responsibility & Sustainability Committee,
Enterprise Risk Management Committee and meetings of
those Committees held during FY’25 and the attendance
of each of the directors thereon is given in the Corporate
Governance Report forming part of this Annual Report.

G. Independent Directors Meeting

The Independent Directors met on December 12, 2024,
without the attendance of Non-Independent Directors and
members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors
and the Board as a whole; the performance of the Chairman
of the Company, considering the views of Executive
Directors and Non-Executive Directors and assessed the
quality, quantity, and timeliness of flow of information
between the Company Management and the Board that is
necessary for the Board to perform its duties effectively and
reasonably.

As a measure of enhanced corporate governance and
increased Board effectiveness, the Chairperson of the
Nomination and Remuneration Committee acts as the Lead
Independent Director amongst the Independent Directors.
The Lead independent Director chairs the separate
meeting(s) of Independent Directors and carries out such
other roles and responsibilities as assigned by the Board or
group of Independent Directors from time to time.

H. Statement on Annual Evaluation made by the Board
of Directors

Your Company believes that the process of performance
evaluation at the Board level is essential to its Board
engagement and effectiveness and also an effective way
to respond to the demand for greater Board accountability.

The Performance Evaluation Policy of the Company is duly
approved by the Board and Nomination and Remuneration
Committee (''NRC'') of the Company.

The NRC has overall stewardship for the evaluation process.
The evaluation process covers the following aspects:

• Peer and self-evaluation of Directors;

• Evaluation of the performance of the Chairman of Board;

• Evaluation of the performance of the Managing Director;

• Evaluation of the performance and effectiveness of the
Board;

• Evaluation of the performance and effectiveness of
Board Committees;

• Feedback on management support to the Board.

Pursuant to the provisions of the Act and the Listing
Regulations, and inline with the Performance Evaluation
Policy of the Company, Annual Performance Evaluation
was carried out for all the Board Members (except those
who joined during the year), the Board as a whole and its
Committees with a specific focus on the performance and
effective functioning of the Board and its Committees.

The performance evaluation was conducted through a
structured questionnaire which cover various aspects of the
Board''s functioning such as adequacy of the composition
of the Board and its Committees, Member''s strengths
and contribution, execution and performance of specific
duties, obligations, and governance etc. All the Directors
(except those who joined during the year) participated in the
evaluation process and the said evaluation process elicited
responses from all the Directors in a judicious manner.

In a separate meeting of Independent Directors, the
performance of Non-Independent Directors, the Board
as a whole and the Chairman & Managing Director of the
Company was evaluated, considering the views of the Non¬
Executive Directors. Evaluation as done by the Independent
Directors was submitted to the NRC and subsequently to
the Board.

Thereafter, the Board at its meeting discussed the
performance of the Board, as a whole, its Committees and
Individual Directors. The Board expressed satisfaction on
the overall functioning of the Board and its Committees.

The Board was also satisfied with the contribution of the
Directors, in their respective capacities, which reflected the
overall engagement of the Individual Directors.

A statement indicating the manner in which formal

annual evaluation of the Directors, the Board and Board
Committees has been made and the criteria for the same is
set out in Annexure 4 to this Annual Report.

I. Policy on Board Diversity and Director Attributes and
Remuneration Policy for Directors, Key Managerial
Personnel and Other Employees

In terms of the provisions of Section 178(3) of the Act and
Regulation 19 read with Part D of Schedule II of the Listing
Regulations, the NRC is responsible for formulating the
criteria for determining qualifications, positive attributes,
and independence of a Director.

The NRC is also responsible for recommending to the Board,
a policy relating to the remuneration of the Directors, Key
Managerial Personnel and other employees and devising a
policy on diversity of the Board. In line with this requirement,
the Board has adopted the Policy to Promote Diversity on
the Board of Directors, which is provided in Annexure 5 to
this Annual Report and the Nomination and Remuneration
Policy for Directors, Key Managerial Personnel, and
other employees of the Company, which is reproduced in
Annexure 6 to this Annual Report.

The details of the Policy are made available on the
Company''s website at

https://www.iexindia.com/apiview/preview-

pdf?url=https://doc.iexindia.com/files/Nomination-and-

Remuneration-Policy-Revised-8-Feb-19-efztWyk4ofdR.

pdf

J. Particulars of Key Managerial Personnel and
Employee Remuneration

The disclosures required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
attached as Annexure 7 and forms an integral part of this
Annual report.

Further, a statement showing the names and other particulars
of employees drawing remuneration in excess of the limits
as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is
maintained and forms part of this Annual Report. However, in
terms of first proviso to Section 136(1) of the Act, the Annual
Report and Accounts are being sent to the members and
others entitled thereto, excluding the aforesaid information.

None of the employees listed in the said information is related
to any Director of the Company.

The aforesaid information is available for inspection by
the members. Any member interested in obtaining a copy
thereof, may write to the Company Secretary at compliance@
iexindia.com

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory and
secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting by the
Statutory Auditors and the reviews performed by management
and the relevant board committees, including the Audit
Committee, the Board is of the opinion that the Company’s
internal financial controls were adequate and effective during
FY’25.

Pursuant to Section 134 (5) of the Act, the Directors to the best
of their knowledge and belief, state that:

i. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with
proper explanation relating to material departure, if any;

ii. They have selected appropriate accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the Company
for the financial year 2025;

iii. They have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going
concern basis;

v. They have laid down proper Internal Financial Controls to be
followed by the Company and that such Internal Financial
Controls are adequate and are operating effectively; and

vi. Proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL & ITS ADEQUACY

As per Section 134(5)(e) of the Act, the Directors have an overall
responsibility for ensuring that the Company has implemented
robust system and framework of Internal Financial Controls.
The Board of Directors have deployed the appropriate policies,
procedures, and systems to ensure adequacy of Internal
Financial Controls with reference to:

• Effectiveness and efficiency of operations

• Reliability of financial reporting

• Accuracy and completeness of the accounting records

• Compliance with applicable laws and regulations

• Adherence to the Company’s Policies

• Prevention and detection of frauds and errors

• Safeguarding of assets

At IEX, Internal Financial Controls forms an integral part of the
Company’s risk management process which in turn is a part
of Corporate Governance addressing financial and financial
reporting risks. The Company has a well established Internal
Control Framework including proper delegation of authority,
policies, and procedures, defined various internal controls, risk
based internal audits, risk management framework and whistle
blower mechanism, which is designed to continuously assess
the adequacy, effectiveness, and efficiency of financial and
operational controls. The management is committed to ensure
an effective internal control environment, commensurate with
the size and complexity of the business, which provides an
assurance on compliance with internal policies, applicable
laws, regulations and protection of resources and assets.

The entity level policies include anti-fraud policies (like code
of conduct, conflict of interest, confidentiality, and whistle
blower policy) and other polices (like organization structure, HR
policy, risk management policy, IT security policy and business
continuity and disaster recovery plan).

The Company has also defined Standard Operating Procedures
(SOP) for each of its processes to guide the operations in an
ethical and compliant manner.

Your Board reviews the internal processes, systems, and the
Internal Financial Controls and accordingly, the Directors’
Responsibility Statement contains a confirmation as regards
adequacy of the Internal Financial Controls. Assurances on the
effectiveness of Internal Financial Controls is obtained through
management reviews, self-assessment, continuous monitoring
by functional heads as well as testing of the internal financial
control systems by the internal and external auditors during the
course of their audit. The Internal control system is improved
and modified on an on-going basis to meet the changes in
business conditions, accounting, and statutory requirements.

The external and internal auditors review the effectiveness and
efficiency of these systems and procedures on regular basis to
ensure that all the assets of the Company are protected against
any loss and that the financial and operational information
is accurate and complete in all respects. The Audits are
conducted on an ongoing basis and significant deviations, if
any, are brought to the notice of the Audit Committee following
which corrective action is recommended for implementation.
All these measures facilitate timely detection of any deviations
/irregularities and early remedial steps.

During the year, the defined controls were tested and no
observation on reportable material weakness in design and
effectiveness was found.

The Audit Committee of the Company periodically reviews and
recommends the unaudited quarterly financial statements and
also the annual audited financial statements of your Company
to the Board for approval.

During the year under review, no fraud has been detected by the
Auditors or reported to the Audit Committee or the Board of the
Company. In addition to the above, the Independent Directors
frequently hold meetings with the statutory auditors to discuss
various matters pertaining to the financial health and reporting
of the Company. These meetings serve as an opportunity for
the Independent Directors to gain insights into the auditing
process, evaluate the effectiveness of internal controls, and
assess the accuracy and reliability of financial statements.

FOREIGN EXCHANGE EARNING AND OUTGO

The particulars of Foreign Exchange Earnings and outgo during
the year under review are furnished hereunder:

Foreign Exchange Earning	Nil
Foreign Exchange Outgo	'' 390.04 Lakhs

PARTICULARS OF LOANS, GUARANTEE, OR
INVESTMENT

The details of loans granted, guarantees given or investments
made during FY’25 by the Company under the provisions
of Section 186 of the Act are disclosed in the Note No. 14 to
Standalone Financial Statement for the financial year ended
March 31,2025.

All the investments of the Company are in Bank FDs, Tax Free
Bonds, Debt-based liquid and liquid plus terms products, Fixed
Maturity Products (FMPs), Arbitrage Mutual Fund schemes,
Commercial Papers (CPs), Market Linked Debentures (MLDs)
and InvITs units only, the details of which are provided in Notes
6 & 14 to Standalone Financial Statement for the financial year
ended March 31,2025.

All investments and loans made during FY’25 were duly
approved and in compliance with the provisions of Section 186
of the Act.

As on March 31, 2025, the Company’s investments include
'' 35.46 Crore in Indian Gas Exchange Limited (IGX), an
associate company; '' 5 Crore in International Carbon Exchange
Private Limited, a wholly owned subsidiary; and approximately
'' 1.22 Crore in Enviro Enablers India Private Limited (EEIPL).

RISK MANAGEMENT

Risk Management is one of the critical elements of operating in
the exchange business. For your Company, Risk Management
is an integral and important aspect of Corporate Governance.
Your Company believes that a robust Risk Management ensures
adequate controls and monitoring mechanisms for a smooth
and efficient running of the business. Your Company being a
power exchange has adequate risk management systems and
procedures operating within the organization.

The key cornerstones of your Company’s Risk Management
Framework are:

• A comprehensive Risk Management Policy;

• Regular assessments and prioritization of risks that affect
the business of your Company;

• Development and deployment of risk mitigation strategies
to reduce vulnerability to prioritized risks;

• Emphasis on achieving results while implementing risk
mitigation efforts;

• Structured review and monitoring process involving
functional teams, top management, Risk Management
Committees, Audit Committee and the Board to review the
progress on mitigation plans;

• Integration of Risk Management into strategic planning,
annual operating plans, performance management and key
business decisions;

• Continuous monitoring of the external environment to
identify new and emerging risks;

• Implementation of risk appetite frameworks and internal
controls to ensure adherence to established risk limits
where applicable and feasible.

Risk Governance Structure

The Company has established three levels of risk management
responsibilities in its Governance structure as Risk Governance
& Oversight, Risk Infrastructure & Management and Risk
Ownership.

The Risk Assessment and Management Committee (''RAMC’)
is headed by an Independent Director which reviews the risk
management framework and process of the organization on
half yearly basis as per Regulation 26 of the Central Electricity
Regulatory Commission (Power Market) Regulations, 2021
and submits its report to the Board of Directors. Thereafter, the
Board approved report is submitted to the Central Electricity
Regulatory Commission (CERC).

The Company’s ''Risk Management Policy’ provides for
identification, assessment, and control of risks that the
Company would face in the normal course of business and
mitigation measures associated with them. The Management
identifies and controls risks through a properly defined
framework in terms of the aforesaid Policy. Under the said
policy and in compliance with the Listing Regulations, the
Board has constituted an ''Enterprise Risk Management
Committee’ (''ERMC’) to review and analyze various internal and
external risks including activities related to cyber security and
monitor risk mitigation steps to counter these risks. The ERMC
is headed by an independent Director.

The composition, detailed terms of reference of the said
committee and attendance at its meetings are provided in
the Corporate Governance Report forming part of this Annual
Report.

The Audit Committee of the Board has an additional oversight
in the area of financial risks and controls. Major risk identified
by the business and functions are systematically addressed
through mitigating actions on a continuous basis.

For more details, please refer Management Discussion and
Analysis section forming part of this Annual Report.

WHISTLE BLOWER & ANTI-FRAUD POLICY

Your Company believes in the conduct of its business affairs in a
fair and transparent manner by adopting the highest standards
of professionalism, honesty, integrity, ethical behavior and
prudent commercial practices and is committed to comply with
all applicable laws, rules and regulations.

Your Company has established a robust Vigil Mechanism
for reporting of concerns through the Whistle Blower & Anti¬
Fraud Policy of the Company, which is in compliance with the
provisions of Section 177 of the Act, read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014

and Listing Regulations.

The Policy provides for:

• a mechanism wherein the Directors and the Employees can
report their genuine concerns about the unethical behavior,
actual or suspected fraud or violation of the Company’s
Code of conduct.

• adequate safeguards against victimization of persons who
use this Mechanism; and

• direct access to the Chairperson of the Audit Committee of
the Board of Directors of the Company.

The Whistle Blower & Anti-fraud Policy is uploaded on the
website of the Company and can be accessed through the
following web link:

https://www.iexindia.com/apiview/preview-pdf?url=https://

doc.iexindia.com/files/Whistle-Blower-Anti-Fraud-Policy-

B5BU7GZPkILs.pdf

Your Company hereby affirms that no person has been denied
access to the Chairman of the Audit Committee and no
complaints were received during the year.

CONSERVATION OF ENERGY

The Company primarily operates in service industry - a sector
not traditionally associated with high energy consumption.
Despite this, we continuously explore avenues to reduce our
energy consumption.

The Company has taken the following measures to reduce
energy consumption:

• Regular and preventive maintenance for Company’s
heating, venting and air conditioning (HVAC) equipment’s
and systems.

• Encouraging employees to suggest innovative ideas to cut
down the energy costs.

• Switched from conventional lighting systems to using
energy-efficient lightning in office.

• Installed motion sensors in certain areas thereby
automatically switching off the lights when not in use.

• Selecting and designing offices to facilitate maximum
natural light utilization.

• Use of energy efficient computer systems and procuring
energy-efficient equipment''s.

As an on-going process, your Company continuously evaluates
new technologies and techniques to make infrastructure more
energy efficient.

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Act read with
the Companies (Audit and Auditors) Rules, 2014, M/s Walker
Chandiok & Co LLP Chartered Accountants (Firm Registration
No. 001076N/N 500013), the Statutory Auditors of the
Company were appointed at the 18th Annual General Meeting
of the Company held on August 06, 2024 and shall hold office
for a term of 5 (five) consecutive years until the conclusion of
the 23rd Annual General Meeting of the Company.

AUDITORS’ REPORT

The standalone and consolidated financial statements of
the Company have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under Section 133 of
the Act.

The Auditors'' Report for FY''25, does not contain any
qualifications, reservations or adverse remarks or disclaimers.
The Auditors'' Report is enclosed with the financial statements
in this Report. The Statutory Auditors were present at the last
AGM.

REPORTING OF FRAUD BY AUDITORS

During FY''25, under section 143(12) of the Act, neither the
Internal Auditors, Statutory Auditors nor Secretarial Auditors
have reported to the Audit Committee or the Board of the
Company any fraud by its officers or employees and therefore
no details are required to be disclosed under Section 134(3)
(ca) of the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read
with the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Board, based on the
recommendation of the Audit Committee, appointed Mr. Ankit
Jain (ACS No. 31103 and COP No. 26724) Partner of M/s
Agarwal S. & Associates, Company Secretaries, New Delhi, as
Secretarial Auditor of the Company to conduct the audit of the
secretarial records for the financial year ended March 31,2025.

The Secretarial Audit Report for the financial year ended March
31, 2025, in Form No. MR-3 is annexed as Annexure 8 to this
Annual Report.

The Secretarial Audit Report confirms that the Company has
complied with the provisions of the Act, Rules, Regulations,
and Guidelines and that there were no deviations or non¬
compliance. The Secretarial Audit report does not contain any
qualification, reservation, or adverse remark.

Further, as mandated under Regulation 24A of Listing
Regulations, effective from April 01, 2025, and Section 204 of
the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit
Committee and the Board of Directors have approved and
recommended the appointment of M/s MNK and Associates
LLP Company Secretaries, (Firm Registration Number:
L2018DE004900), as the Secretarial Auditors of the Company
for a term of 5 (Five) consecutive years commencing from FY
2025-26 till FY 2029-30, subject to approval of the Members of
the Company at the ensuing Annual General Meeting (''AGM'').
The Details as required under Listing Regulations relating to
Secretarial Auditors are separately disclosed in the Notice of
ensuing AGM.

M/s MNK and Associates LLP Company Secretaries, have
given their consent to act as Secretarial Auditors of the
Company and confirmed that their aforesaid appointment (if
made) would be within the prescribed limits under the Act &
Rules made thereunder and Listing Regulations. They have
also confirmed that they are not disqualified to be appointed
as Secretarial Auditors in terms of provisions of the Act & Rules
made thereunder and Listing Regulations.

SECRETARIAL STANDARD DISCLOSURE

During FY''25, the Company has complied with the provisions
of applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI).

ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Act, the draft annual return
for FY''25 prepared in accordance with Section 92(3) of the Act
is made available on the website of the Company and can be
accessed using the link: https://www.iexindia.com/investors/
general-meetings

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

At I EX, transparency and accountability are central to sustaining
stakeholder trust. To enhance our disclosures in line with
evolving SEBI norms, we adopted the Business Responsibility
and Sustainability Report (BRSR) framework from FY’23,
replacing the earlier BRR. The BRSR, forming part of this
Annual Report, provides a comprehensive view of our financial
and non-financial performance, reflecting our commitment to
responsible and sustainable business practices.

The Business Responsibility and Sustainability Report prepared
in accordance with the guidelines issued by the SEBI forms part
of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest
standards of Corporate Governance and adheres to the
Corporate Governance requirements set out by the Securities
and Exchange Board of India ("SEBI").

Pursuant to Corporate Governance guidelines, as laid out in
the Listing Regulations a separate section titled ''Corporate
Governance’ has been included in this Annual Report, as
Annexure 9.

All Board Members and Senior Management Personnel have
affirmed in writing their compliance with and adherence to the
code of conduct adopted by the Company for FY’25.

The Chairman & Managing Director declaration in accordance
with Para D of Schedule V to the Listing Regulations, certifying
compliance to the above, is annexed to this Annual report as
Annexure 10.

A certificate as per Regulation 33 read with Regulation 17 of
the SEBI (LODR) Regulations, jointly signed by the Chairman
& Managing Director and the Chief Financial Officer of the
Company certifying the financial statements for the financial
year ended March 31, 2025, is annexed to this report as
Annexure 10.

Further, a certificate from Mr. Ankit Jain (ACS No. 31103 and
COP No. 26724) Partner of Agarwal S. & Associates, Practicing
Company Secretary, on compliance with corporate governance
norms under the Listing Regulations forms part of this Annual
Report as Annexure 11 .

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company is committed to promoting a work environment
that ensures every employee is treated with dignity, respect and

provided equitable treatment regardless of gender, race, social
class, disability, or economic status. We prioritize providing a
safe and conducive work environment for our employees and
associates. In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company has in place a policy on
prevention, prohibition, and redressal of sexual harassment of
women at workplace.

To ensure this compliance we make sure that each employee
should mandatorily undergo POSH awareness training through
an e learning module and renew individual training completion
certificate every year.

An Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees)
are covered under this policy. The Composition of the said
Committee is given in the Corporate Governance Report
forming part of this Annual Report.

Initiatives under POSH for FY''25

• Organized workshops and awareness sessions for all
the employees through physical and virtual platforms
Awareness and sensitization continue during induction of
new employees.

• Scheduling Mandatory POSH Courses for all the employees
through Company’s L& D Portal.

• Regular meetings by the Presiding Officer of the Internal
Complaints Committee with female employees as an
improved approach on building awareness.

During FY’25, the Company has not received any complaint
pertaining to sexual harassment and hence no compliant was
outstanding as on March 31,2025. The Company has filed an
Annual Report with the concerned Authority in the matter.

Disclosure of Sexual Harassment Complaints Status

Particulars	Details
No. of complaints of sexual harassment
received in FY’25	Nil
No. of complaints disposed-off during FY’25
No. of cases pending for more than ninety days

STATEMENT ON COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961

In accordance with the provisions of the Companies (Accounts)
Second Amendment Rules, 2025, the Company affirms the
compliance with the Maternity Benefit Act, 1961. The Company
is committed to fostering a safe, inclusive, and supportive work
environment for all employees.

For detailed information, please refer to Principle 3 of BRSR of
this Annual Report.

RESEARCH AND DEVELOPMENT

Your Company is not directly involved in any Research and
Development activities and hence no expenditure on research
and development has been incurred.

FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits
under Section 73 of the Act during the year and as such, no
amount on account of principal or interest related thereto was
outstanding as on the date of the Balance Sheet i.e., March 31,
2025.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS, COURTS OR TRIBUNALS

During FY 2024-25, there were no significant or material orders
passed by the Regulators, Courts, or Tribunals impacting the
going concern status and the Company’s operations. However,
subsequent to the closure of FY 2024-25 and up to the date
of this report, the Central Electricity Regulatory Commission
(CERC) has issued a Suo-Moto Order dated July 23, 2025,
in Petition No. 8/SM/2025, initiating the implementation of
Market Coupling in DAM Segment of power exchanges by
January 2026.

This regulatory development signifies a proposed change in the
market mechanism for the DAM segment. For further details,
kindly refer to the Management Discussion and Analysis (MDA)
Report forming part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting
the financial position of the Company, which have occurred
between the end of the financial year of the Company to which
the financial statements relate and the date of this Annual
Report.

MAINTENANCE OF COST RECORDS

The provision of Section 148 of the Act, and Companies (Cost
Records and Audit) Rules, 2014 (as amended from time to time)
is not applicable on the Company.

OTHER INFORMATION

(i) Proceeding under Insolvency and Bankruptcy Code,
2016 ("IBC Code"): The Company has neither made any
application, nor any proceeding is pending under the IBC
Code during FY’25.

(ii) The Company has not made any one-time settlement
during FY’25 with Banks or Financial Institution.

ACKNOWLEDGMENT

We would like to place on record our sincere gratitude to the
Ministry of Power, Central Electricity Regulatory Commission
(CERC) Members, State Electricity Regulatory Commissions
(SERCs) Members, Central Electricity Authority (CEA), National
Load Despatch Centre (NLDC), Regional Load Despatch
Centers (RLDCs), State Load Despatch Centers (SLDCs), the
Ministry of Corporate Affairs of India (MCA), the Securities and
Exchange Board of India (SEBI), the Stock Exchanges, Financial
Institutions, Shareholders, Bankers, Depositories, Registrar
and Transfer Agents (RTA), and Business Associates for their
continued support throughout the year.

We also deeply appreciate the trust and confidence placed in us
by our exchange members and clients and other stakeholders,
which is essential to our success.

We also wish to place on record our deep appreciation for the
contribution made by our employees at all levels. Our consistent
growth was made possible by their dedicated services, hard
work, cooperation and firm commitment to the goals & vision
of the Company. We look forward to continued support of all
these partners in the future.

For and on behalf of the Board of Directors
Indian Energy Exchange Limited

Sd/-

Satyanarayan Goel

Place: Noida Chairman & Managing Director

Date: 08 August 2025 DIN: 02294069

---

Mar 31, 2024

The Directors are pleased to present the 18^th Annual Report on the business and operations along with the audited standalone and consolidated financial statements & the Auditors’ Report of the Company, for the financial year ended March 31,2024.

FINANCIAL PERFORMANCE

The standalone and consolidated financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, are prepared in accordance with the Companies Act, 2013 (the "Act") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''SEBI Listing Regulations’).

Highlights of Financial Performance

(Amount in Rs. Lakhs)
Particulars	Standalone		Consolidated
	FY24	FY23	FY24	FY23
Revenue from operations	44,915.32	40,085.44	44,915.32	40,085.44
Other Income	10,162.84	7,320.92	10,169.52	7,324.74
Total Revenue	55,078.16	47,406.36	55,084.84	47,410.18
Less: Total Expenditure	9,393.26	8,540.45	9,560.30	8,553.22
Profit before share of profit of associates and tax	45,684.90	38,865.91	45,524.54	38,856.96
Share in profit of associate	-	-	1,089.79	1,325.58
Profit before tax	45,684.90	38,865.91	46,614.33	40,182.54
Less: Provision for Tax	11,540.84	9,596.16	11,536.07	9,593.91
Profit after tax (A)	34,144.06	29,269.75	35,078.26	30,588.63
Other comprehensive income for the year, net of income tax (B)	20.60	11.13	21.67	11.13
Total comprehensive income for the year (A B)	34,164.66	29,280.88	35,099.93	30,599.76
Profit for the year attributable to:
Shareholders of the Company	34,144.06	29,269.75	35,078.26	30,588.63
Earnings per equity share [face value ? 1 per share]
Basic (?)	3.84	3.27	3.94	3.42
Diluted (?)	3.84	3.27	3.94	3.42

THE COMPANY’S PERFORMANCE DURING THE FINANCIAL YEAR 2024

ON STANDALONE BASIS

Your Company’s standalone revenue was '' 55,078.16 Lakhs against '' 47,406.36 Lakhs in the previous year. Profit before tax stood at '' 45,684.90 Lakhs in FY24 against '' 38,865.91 Lakhs in FY23; profit after tax for FY24 was '' 34,144.06 Lakhs compared to '' 29,269.75 Lakhs in the previous year.

CONSOLIDATED REVENUES

The Consolidated Financial Statements of the Company, its subsidiary, and associates are prepared in accordance with the Act and applicable Indian Accounting Standards ("Ind AS") along with all relevant documents and the Auditors’ Report forms part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company i.e., International Carbon Exchange Private Limited ("ICX") and its associate company i.e., Indian Gas Exchange Limited ("IGX").

INTERIM DIVIDEND

During the year under review, the Company has paid an interim dividend of '' 1/- (100%) per equity share of face value of '' 1/- each for the financial year ended March 31, 2024. The total payout was '' 8916.93 Lakhs towards the interim dividend. The Company has deducted tax at source (TDS) at the time of payment of dividend under the provisions of the Income Tax Act, 1961.

FINAL DIVIDEND

Your Directors are pleased to recommend a final Dividend of '' 1.50/- (150%) per equity share of face value of '' 1/- each for the financial year ended March 31,2024. The Final Dividend is subject to the approval of Members at the ensuing Annual General Meeting and will be paid within the time stipulated under the Companies Act, 2013 (subject to deduction of TDS). The total outflow on account of the proposed final dividend aggregates to '' 13,375.39 Lakhs.

The total dividend for the financial year ended March 31, 2024, amounts to '' 2.5/- per equity share equivalent to 250% of face value of '' 1/- each and would involve a total cash outflow of '' 22,292.32 Lakhs, resulting in a dividend payout of 65% of the standalone profit after tax (PAT) of the Company exceeding the defined dividend range in the Company’s Dividend Distribution Policy.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to the General Reserves account for FY24.

SHARE CAPITAL Authorised Share Capital

As on March 31, 2024, the authorised share capital of the Company stood at '' 100 Crore, consisting of Hundred Crore equity shares of '' 1/- each. There has been no change in the authorised share capital during FY24.

Paid-up Share Capital

The paid-up equity share capital of the Company stood at '' 8,916.93 Lakhs consisting of 89,16,92,735 equity shares of '' 1/- each as on March 31,2024. There has been no change in paid up share capital during FY24.

The Company has, neither issued any equity shares with differential voting rights nor any shares (including sweat equity shares) to any of its employees under any scheme except the shares issued under the IEX ESOP Scheme 2010 as per the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

As on March 31, 2024, ICX is a wholly owned subsidiary of Indian Energy Exchange Umited("IEX") and as on date of this Annual Report IEX holds 100% equity stake in ICX.

As on March 31,2024, IGX stands as the associate company of IEX and as on the date of this Annual Report IEX holds 47.28% stake in IGX.

The Company’s consolidated revenue is '' 55,084.84 Lakhs in FY24 in comparison with '' 47,410.18 Lakhs in FY23. The Company’s profit after tax for FY24 was '' 35,078.26 Lakhs compared to '' 30,588.63 Lakhs in the previous year.

Highlights of the Company’s performance are discussed in detail in the Management Discussion and Analysis Report ("MDAR"), included in this Annual Report as required under the SEBI Listing Regulations.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year 2023-2024.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report ("MDAR") for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section, forming part of this Annual Report.

Certain Statements in the said report may be forwardlooking. Forward-looking statements are dependent on assumptions or basis underlying such statements. We have chosen these assumptions or basis in good faith, and we believe that they are reasonable in all material respects. However, we caution that actual results, performances, or achievements could differ materially from those expressed or implied in such forward looking statements. Several factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

DIVIDEND DISTRIBUTION POLICY AND DIVIDEND

Pursuant to Regulation 43A of SEBI Listing Regulations, your Company has a well-defined Dividend Distribution Policy that balances the dual objective of rewarding shareholders through dividends whilst also ensuring the availability of sufficient funds for the growth of the Company. The policy is available on the website of the Company and can be accessed through the following web link:

https://www.iexindia.com/pdf/Dividend%20Distribution%20

Policy.pdf

EMPLOYEE STOCK OPTION PLAN (ESOP) AND RESTRICTED STOCK UNIT (RSU) SCHEME IEX Employees Stock Option Plan 2010 ("IEX ESOP Scheme 2010")

Your Company has IEX ESOP Scheme 2010, to motivate and instil a sense of ownership among its employees. The Company’s ESOP scheme is administered through ''IEX ESOP Trust’ which acts as per instructions of the Nomination and Remuneration Committee ("NRC") of the Company.

The details of the IEX ESOP Scheme 2010, including terms of reference, and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company’s website, at

https://www.iexindia.com/InvestDisclosure.aspx?id=inr7LB-

J4hYM%3d&mid=Gy9kTd80D98%3d.

Indian Energy Exchange Limited Restricted Stock Unit Scheme 2019 ("IEX RSU SCHEME 2019")

Your Company has ''IEX RSU Scheme 2019’ with a view to attract and retain key talents working in the capacity of senior management with the Company, by way of rewarding their performance and motivating them to contribute to the overall corporate growth and profitability. The Scheme is administered directly by the NRC of the Company.

The details of the IEX RSU Scheme 2019, including terms of reference, and the requirement specified under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company’s website, at

https://www.iexindia.com/InvestDisclosure.aspx?id=inr7LB-

J4hYM%3d&mid=Gy9kTd80D98%3d.

The details of the IEX ESOP Scheme 2010 and IEX RSU Scheme 2019 form part of the Notes to accounts of the financial statements in this Annual Report.

Further, the Company has obtained a certificate from the Secretarial Auditors of the Company certifying that the IEX ESOP Scheme 2010 and IEX RSU Scheme 2019 have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the members of the Company. The certificate will be placed at the ensuing Annual General Meeting for inspection by the members of the Company.

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY

Your Company recognizes the interconnectedness of economic and social value, understanding its responsibility within a diverse ecosystem of stakeholders. IEX acknowledges the integral relationship between creating economic value and fostering societal well-being, to positively influence and collaborate with all stakeholders for sustainable growth and development.

During the year, we collaborated with the Sabhyata Foundation to promote and protect India’s culture, art, and heritage. This partnership contributed to the holistic development of the country, ensuring the preservation of cultural identity and the promotion of national pride.

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Company has a Corporate Social Responsibility & Sustainability Committee which works as per the applicable provisions and such other matters as prescribed by the Board from time to time. The CSR & Sustainability Committee, inter alia, reviews and monitors the CSR as well as Sustainability initiatives of the Company.

The Company has also in place a Corporate Social Responsibility Policy ("CSR Policy") in line with Section 135 read with the CSR Rules and Schedule VII of the Act. During the year under review, the Company has undertaken CSR activities through implementation agencies in the areas of Protection of National Heritage, Art, & Culture etc. These CSR activities were in accordance with the CSR Policy of the Company and Schedule VII of the Act.

The Company has identified the following focus areas for CSR engagement:

• National Heritage, Art and Culture: Contributing to protection of national heritage, art and culture.

• Health and Development: Supporting socio-economic development of underprivileged communities through improved access to livelihoods, sanitation, water, healthcare and education.

• Renewable Energy: Promoting renewable energy by creating opportunities for access and awareness.

• Women Empowerment: Endeavouring to integrate the cause of women empowerment while designing the projects.

• Disaster Response: Contributing to relief and rehabilitation measures in disaster-affected parts of country.

The composition of the CSR & Sustainability Committee,

CSR Policy and CSR initiatives of the Company are placed on the Company’s website at www.iexindia.com and the Annual CSR Compliance Report pursuant to Section 135 of the Companies Act, 2013 is appended as Annexure 1 to this Annual Report.

HUMAN RESOURCE DEVELOPMENT

At IEX, we keep employees at the core of everything that we do. Our employees are our strength and key differentiators. We ensure strong bond with our employees, our highly committed and engaged employees continuously deliver growth for the organization, by creating value for the customers.

Our culture is founded on our five core values of "Excellence, Customer Centricity, Integrity, Respect & Trust, and Teamwork".

We are committed and focused on fostering a strong learning culture in the organization by continuously investing in competence and leadership development of the employees through enhancement of functional/ technical and behavioural /soft skills. At IEX, we have implemented a comprehensive range of Learning and Development (L&D) initiatives to nurture talent and enhance capabilities. Leveraging cutting-edge digital tools and platforms, we prioritize accessibility and flexibility in our approach. Our central in-house Learning Management System (LMS), enables us to deliver diverse online training courses, track progress, and assess outcomes efficiently. With the flexibility to access learning materials anytime, anywhere, our employees can embark on their learning journey at their own pace, ensuring 100 % manpower coverage and alignment with essential training requirements such as Prevention of Sexual Harassment (POSH) at work place and IT security & Data Privacy protocols.

Furthermore, IEX places a strong emphasis on self-directed learning, offering a variety of courses covering topics such as Stakeholder Management, First Time Manager, and Giving and receiving feedback, Influencing Skills, Business Communication and Work-life Balance. In last 6 months 136 employees have completed one or the other listed courses of our LMS. Empowering employees to set their learning goals and explore areas of interest enhances engagement and fosters professional development.

In addition to individual learning, the Company promotes knowledge sharing through various internal initiatives. Our Subject Matter Experts (SMEs) conduct online knowledgesharing sessions accessible to all employees, facilitating the exchange of expertise, best practices, and lessons learned across teams and locations. Till now we have conducted 4 sessions covering approximately 40 ~ 50 employees per session.

To augment traditional classroom sessions, we integrate virtual platforms for pre-work and post-work assignments, extending learning beyond physical classrooms and maximizing employee engagement. We have conducted Emerging Leaders Program for mid level leaders. Additionally, our virtual mentoring masterclasses, led by industry leaders, enable leaders at IEX to gain insights from diverse perspectives and effectively disseminate knowledge within their teams.

In technical domain we have conducted programs like REDIS, Awareness of US capacity market, Fundamentals of Energy Storage, Types of Software Architecture etc..

Our strategy is a combination of developing internal talent and hiring best of talent externally. The objective is to create complimentary skills in both domain and external/sector experience.

We believe in open and transparent work culture that places adequate emphasis on employee experience, feedback, and suggestions. We have regular employee engagement activities including interactions with the leaders of the organization through various forums. Forums such as weekly and monthly meeting, quarterly All Hands Meet, skip level meetings, and departmental meetings provide opportunities for employee interaction with the management. Our employees are engaged through various engagement activities conducted in person as well as through inhouse digital platforms.

We are delighted to feature as a Great Place to Work (GPTW) in mid-size organization second time in a row for the period of Apr’24 ~ Apr’25. This recognition encourages us to move forward on our journey towards creating a harmonious environment for our workforce at IEX.

TECHNOLOGY ABSORPTION

Since the inception in the year 2008, the Indian Energy Exchange has believed in Technology innovation as a key differentiating factor and has adopted the best-inclass technology, and it continues to do so even today. Our technology vision is to architect the next-generation technology and digital enterprise solutions that enables us to shape development of competitive, transparent, and robust energy markets in the country.

Innovation, and strong technology backbone have indeed enabled us build continued trust with our robust ecosystem of almost 7,000 participants including 55 distribution utilities, 600 generators, 1500 renewable participants and 4500 open access consumers as well as provide them with best-in-class, seamless, and customer centric services.

We continuously invest effort and resources in technology to elevate its ease, 24*7 availability, reliability, security and to provide the best-in-class experience to our Customers. We have always endeavoured to advance technology architecture at the Exchange Platform level as well as at

the Enterprise level. Over the years, we have successfully transitioned from monolithic software to a more modular service-based architecture and have implemented Application Programming Interface (APIs) to integrate our Exchange Platform with Members and with the National Open Access Registry (NOAR) of GRID-INDIA in an efficient manner. Additionally, we have also transitioned to an agile development methodology that allows us to implement new features very swiftly. The technological transition has been aptly supported with cultural transformation, including implementation of a comprehensive training program on new technologies for the Exchange Technology team. Similarly, implementation of Mixed-Integer Programming (MIP) based Exchange technology matching algorithm, at par with the global best solutions, has enabled us to introduce complex bids to support our Customers in meeting their power trading requirements in a dynamically evolving renewable energy growth scenario.

Our relentless focus on customer centricity coupled with the best-in-class technology, a focused and dedicated team, and technology partnerships with local and global companies, indeed sets us apart. In our endeavour to enhance the customer experience, the exchange platform has over the years optimized the process of power procurement through Automated Bidding solutions using Automated Programming Interface (APIs). The exchange introduced automated bidding through API for the Real-Time Market, where auction is conducted 48 times in a day, and minimized manual intervention, making the bidding process more seamless.

The use of bidding automation is only bound to increase as the RTM market segment grows. Further, with the implementation of the new Grid Code and the reduction of the bidding window for the Integrated DAM (I-DAM) segment to one hour from the earlier two hours, there is an increased need for API based solutions for exchange products. To enable Customers to benefit from the bidding automation, IEX has now introduced API based bidding for all products across the Electricity and the Certificate segments.

More recently, IEX has launched a web-based platform "Energx" to provide anytime anywhere intuitive experience to the Customers. The web-based platform provides Customers with digital registration, market data insights, easy financial reconciliation, effective user access management, and web-based bidding for all products across Electricity and Certificate segments.

To ensure high availability and 100% uptime, IEX trading system has three layers of redundancy on the network layer to allow for a reliable and flexible communication with the National Open Access Registry (NOAR) of GRID-INDIA. The exchange system is built on a virtualized environment with hardware redundancy at the machine level for high availability, and further redundancy built into the software even at the task level. Backup systems are also implemented

to automatically take over in a matter of seconds in the case of a failure in any of the RTM processes. Our systems are built with an auto-healing concept based on extensive monitoring which ensures that in case of failure, the system recognizes the problem and automatically triggers a fallback process with minimal manual intervention, thus minimizing downtime.

IEX is committed to platform security and availability. Our focus on continuous improvement has resulted in uninterrupted operations - zero unplanned downtime or security breaches since inception. Apart from having deployed a robust multi-tier cyber security framework that helps detect and prevent IT threats, IEX runs a 24/7 realtime Security Operating Center (SOC) to detect any threats in our network. Our members access their online trading platform through multiple modes of secure connectivity. To enhance and ensure data security, best in class solutions and processes have been implemented in IEX to prevent unauthorized access to application servers, computers, databases, and websites. Through implementation of security technologies like Firewall solutions, Endpoint Security, Email Security, Multi-tier Gateway level security, Backup security, Secure Access Control etc... IEX has covered all the major security aspects to protect the digital footprint.

With so many Technology innovations in FY 24-25, we are now set to take the next leap. To enhance the Customer experience, we plan to extend our API footprint by offering Back Office APIs to enable our Customers to get automation benefits for post Bidding processes and trade reports. We will continue to invest in Security and will enhance our monitoring through implementation of Artificial Intelligence (AI) based cyber and data security threat detection and prevention solutions. Through the introduction of new products and bid types for Customers, and through implementation of technology enhancements, we strive to stay ahead and fulfil our technology vision of creating a customer centric energy marketplace through efficient and state of the art Technology Solutions.

SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES

As of March 31, 2024, your Company had one subsidiary (wholly owned) and one Associate Company. Further, no Company ceased to be Subsidiary or Associate or Joint Venture of the Company, during the financial year under review.

International Carbon Exchange Private Limited -Wholly Owned Subsidiary

International Carbon Exchange Private Limited ("ICX"), a wholly owned subsidiary of the Company, was incorporated on December 27, 2022, with the intent to explore business opportunities in the Voluntary Carbon Market. ICX will enable participants to buy and sell voluntary carbon credits at

competitive prices through its transparent & reliable platform and facilitate the reduction of global GHG emission. ICX was incorporated with an authorized capital of '' 10 Crores divided into One Crore equity shares of the face value of '' 10/- (Rupees Ten Only) each and subscribed and paid-up equity share capital of '' 5 Crores divided into Fifty Lakhs equity shares of face value of '' 10/- (Rupees Ten Only) each.

Indian Gas Exchange Limited - Associate Company

As on March 31,2024, and on the date of this Report Indian Gas Exchange Limited (''IGX’) is the Associate Company of your Company. IEX holds 47.28% of equity share capital in IGX.

IGX is India’s first automated national level Gas Exchange which works towards promoting and sustaining an efficient and robust Gas market and to foster gas trading in the country. The exchange features multiple buyers and sellers to trade in spot and forward contracts at designated physical hubs. IGX is a neutral and transparent marketplace where both buyers and sellers trade Gas as the underlying commodity. IGX enables efficient and competitive discovery of gas prices and one of its most important objectives is also to maintain market integrity.

The Consolidated Financial Statements of the Company and its Subsidiary/Associate are prepared in accordance with the applicable accounting standards, issued by the Institute of Chartered Accountants of India, and forms part of this Annual Report. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of ICX & IGX in Form AOC-1 is attached to this Report as Annexure 2.

RELATED PARTY TRANSACTIONS

All contracts /arrangements /transactions entered into by the Company during the financial year ended on March 31,2024, with related parties were in the ordinary course of business and on an arm’s length basis and had no conflict with the interest of the Company. All related party transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations and the Company’s Policy on Related Party Transactions. All these transactions were reviewed and approved by the Audit Committee/ the Board of Directors of the Company.

The Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material, or which may have potential conflict with the interest of the Company, hence there is no information to be provided as required under section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, a nil disclosure of Related Party Transactions is annexed with this Report in Form AOC-2 as Annexure 3.

All the Related Party Transactions including the transaction on which omnibus approval is granted by the Audit Committee and the Board are placed before the Audit Committee for its review and approval on a quarterly basis. All Related Party Transactions are subject to an independent review by the Statutory and Secretarial Auditors of the Company to establish compliance with the requirements of Related Party Transactions under the Act and SEBI Listing Regulations.

Members may refer to Note No. 46 of the Standalone Financial Statements which sets out related party disclosures pursuant to Ind AS.

Your Company has formulated a policy on materiality of related party transactions and dealing with related party transactions which has been amended from time to time to comply with the necessary amendments of various enactments of law. The Policy is available on the website of the Company and can be accessed through the following web link: https://www.iexindia.com/pdf/IEX_POLICY_ON_ MATERIALITY_AND_DEALING_WITH_RELATED_PARTY_ TRANSACTIONS.pdf

The Policy intends to ensure that proper approval, reporting, and disclosure processes are in place for all transactions between the Company and related parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company actively seeks to adopt best practices for an effective functioning of the Board and believes in having a truly diverse Board whose wisdom and strength can be leveraged for creating greater stakeholder value, protection of their interests and better corporate governance.

IEX has a well-diversified Board comprising eminent persons with proven competence and integrity, who bring in vast experience and expertise, skills, strategic guidance, and leadership qualities to ensure effective corporate governance and sustained commercial success of the Company.

The Nomination and Remuneration Committee (''NRC’) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects an in-depth understanding of the Company, including its strategies, operations, financial condition, and compliance requirements.

The Board has also identified the core skills, expertise, and competencies of the Board of Directors required in the context of the businesses and sectors applicable to the Company which are mapped with each of the Directors on the Board. The same is disclosed in the Corporate Governance Report forming part of the Annual Report.

As on March 31,2024, the Board comprised 6 (Six) Directors, out of which 3 (Three) were Non-Executive Independent Directors including 1 (One) Woman Independent Director, 2 (Two) Non-Executive Non-Independent Directors and 1(One) Executive Director.

During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them, if applicable, for the purpose of attending Board/Committee meetings of the Company.

A. Changes in Directors

(i) Appointment / re-appointment of Independent Directors Based on the recommendation of Nomination and Remuneration Committee ("NRC") and the Board, the members of the Company at their Annual General Meeting held on September 05, 2023, re-appointed Ms. Sudha Pillai (DIN 02263950) & Mr. Tejpreet Singh Chopra (DIN 00317683) as the Independent Directors of the Company for the second term of 5 (five) consecutive years effective from April 26, 2024 and March 05, 2024, respectively.

Additionally, the Board of Directors based on the recommendations of the Nomination and Remuneration Committee (''NRC'') of the Company in its meeting held on July 05, 2024, has approved the following changes in the Directors and KMP''s of the Company.

1. Appointment of Mr. Rohit Bajaj (DIN 06793234) as the Joint Managing Director of the Company w.e.f. August 10, 2024, from succession planning perspective.

The Board as a part of the Company''s succession plan has decided to appoint Mr. Rohit Bajaj, currently serving as Executive Director (Non-Board) - Business Development, Strategy, Regulatory Affairs, and IT, having more than 30 years of experience in the power sector, as the Joint Managing Director of the Company for a period of 3 (Three) years w.e.f. August 10, 2024, subject to the approval of the members at the ensuing Annual General Meeting (AGM) of the Company.

2. Cessation and Re-appointment of Mr. Satyanarayan Goel (DIN 02294069) as the Chairman and Managing Director of the Company.

Mr. Goel will attain the age of 70 years on August 10, 2024, and consequently, as per provisions of Section 196(3) read with Schedule V of the Companies Act, 2013 ("the Act"), his term as Managing Director will be ending from the closure of the business hours on August 09, 2024.

The Board considering Mr. Goel''s extensive knowledge and over 45 years of experience in the power sector. And as part of succession planning with the aim of smooth transition of leadership in the Company, reappointed Mr. Satyanarayan Goel as the Chairman & Managing Director of the Company for a further period of 3 (Three) years effective from August 10, 2024, subject to the approval of members at the ensuing AGM. During his extended term, Mr. Rohit Bajaj (Joint Managing Director) will work closely with him, thus enabling the smooth transition of the leadership.

3. Appointment of Mr. Rajeev Gupta (DIN 00241501) as Non-Executive Independent Director.

The Board recommended the appointment of Mr. Rajeev Gupta as the Non-Executive Independent Director of the Company for a period of 5 (Five) consecutive years w.e.f. August 10, 2024, upto August 09, 2029 (both days inclusive), subject to the approval of the members at the ensuing AGM as per the provisions of Section 161(1) of the Act, and Regulation 17(1)(C) of the SEBI Listing Regulations.

Necessary resolution(s) for the re-appointment/ appointment(s) of aforesaid Directors have been included in the Notice convening the ensuing AGM and details of the proposed re-appointment/ appointment(s) are disclosed in the explanatory statement of the said Notice.

B. Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Gautam Dalmia (DIN 00009758), Non-Executive NonIndependent Director of the Company will be retiring by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

Necessary resolution(s) for the re-appointment of aforesaid Director have been included in the Notice convening the ensuing AGM and details of the proposed re-appointment are disclosed in the explanatory statement of the Notice.

C. Change in KMP''s

During the year under review, there was no change in the KMP''s of the Company.

The following persons are the Key Managerial Personnel of the Company as on March 31,2024:

1. Mr. Satyanarayan Goel, Chairman & Managing Director and

2. Mr. Vineet Harlalka, Chief Financial Officer, Company Secretary and Compliance Officer.

D. Declaration by Independent Directors

As on March 31,2024, Ms. Sudha Pillai, Prof. Kayyalathu Thomas Chacko, Mr. Tejpreet Singh Chopra were the Independent Directors on the Board of your Company in terms of Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations.

Pursuant to and in compliance with the provisions of section 134(3)(d) of the Act, the Company has received declaration of independence as stipulated under Sections 149(6) and 149(7) of the Act, Regulations 16(1)(b) and 25 of the SEBI Listing Regulations and the CERC (Power Market) Regulations, 2021, from all the Independent Directors confirming that they are not disqualified for continuing as Independent Directors of the Company. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have also confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and Senior management personnel formulated by the Company.

As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the Independent Directors Databank and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs, wherever required.

The Board of Directors of the Company has taken on record the declarations and confirmations submitted by the Independent Directors and based upon the declarations received from them, the Board of Directors have confirmed that the Independent Directors meet the criteria of independence as specified in the Act including the Schedules and Rules made thereunder, the SEBI Listing Regulations and the CERC (Power Market) Regulations, 2021, and are independent of the management.

E. Meetings of Board

The Board met 6 (six) times during the financial year 2023-24. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the two consecutive Board meetings did not exceed the period prescribed by the Act, SEBI Listing Regulations and Secretarial Standard

on Board Meetings (SS-1) issued by the Institute of Company Secretaries of India ("ICSI"), as amended from time to time.

F. Committees of the Board

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas / activities as mandated by applicable regulations, which concern the Company and need a closer review. Majority of the Members constituting the Committees are Independent Directors and each Committee is guided by its Charter or Terms of Reference, which provide for the composition, scope, powers, and duties & responsibilities. The Chairperson of the respective Committee informs the Board about the summary of the discussions held in the Committee Meetings. The minutes of the Meeting of all Committees are placed before the Board for review and noting.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders’ Relationship, Corporate Social Responsibility & Sustainability Committee, Enterprise Risk Management Committee and meetings of those Committees held during the year and the attendance of each of the directors thereon is given in the Corporate Governance Report forming part of this Annual Report.

G. Independent Directors'' Meeting

The Independent Directors met on December 14, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, considering the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

As a measure of enhanced corporate governance and increased Board effectiveness, the Chairperson of the Nomination and Remuneration Committee acts as the Lead Independent Director amongst the Independent Directors. The Lead independent Director chairs the separate meeting(s) of Independent Directors and carries out such other roles and responsibilities as assigned by the Board or group of Independent Directors from time to time.

H. Statement on Annual Evaluation made by the Board of Directors

Your Company believes that the process of performance evaluation at the Board level is essential to its Board engagement and effectiveness and also an effective way to respond to the demand for greater Board accountability. The Performance Evaluation Policy of the Company is duly approved by the Board and Nomination and Remuneration Committee (''NRC'') of the Company.

The NRC has overall stewardship for the process. The evaluation process covers the following aspects:

• Peer and self-evaluation of Directors;

• Evaluation of the performance of the Chairman of Board;

• Evaluation of the performance of the Managing Director;

• Evaluation of the performance and effectiveness of the Board;

• Evaluation of the performance and effectiveness of Board Committees;

• Feedback on management support to the Board.

Pursuant to the provisions of the Act and the SEBI Listing Regulations, and inline the with the Performance Evaluation Policy of the Company, Annual Performance Evaluation was carried out for all the Board Members, the Board as a whole and its Committees with a specific focus on the performance and effective functioning of the Board and its Committees.

The performance evaluation was conducted through a structured questionnaire which cover various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Member''s strengths and contribution, execution and performance of specific duties, obligations, and governance etc. All the Directors participated in the evaluation process and the said evaluation process elicited responses from all the Directors in a judicious manner.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman & Managing Director of the Company was evaluated, considering the views of the Non-Executive Directors. Evaluation as done by the Independent Directors was submitted to the NRC and subsequently to the Board.

Thereafter, the Board at its meeting discussed the performance of the Board, as a whole, its Committees and Individual Directors. The Board expressed satisfaction on the overall functioning of the Board and its Committees.

The Board was also satisfied with the contribution of the Directors, in their respective capacities, which reflected the overall engagement of the Individual Directors.

A statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board Committees has been made and the criteria for the same is set out in Annexure 4 to this Annual Report.

I. Policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes, and independence of a Director.

The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and devising a policy on diversity of the Board. In line with this requirement, the Board has adopted the Policy to Promote Diversity on the Board of Directors, which is provided in Annexure 5 to this Annual Report and the Nomination and Remuneration Policy for Directors, Key Managerial Personnel, and other employees of the Company, which is reproduced in Annexure 6 to this Annual Report.

The details of the Policy are made available on the Company''s website at https://www.iexindia.com/Polices. aspx?id=c0umpHYt5Sg%3d&mid=Gy9kTd80D98%3d.

J. Particulars of Key Managerial Personnel and Employee Remuneration

The disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 7 and forms an integral part of this Annual report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this Annual Report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. None of the employees listed in the said information is related to any Director of the Company.

The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at [email protected] .

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY24.

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief, state that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, if any;

ii. They have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year 2024;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

v. They have laid down proper Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL & ITS ADEQUACY

As per Section 134(5)(e) of the Act, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. The Board of Directors have deployed the appropriate policies, procedures, and systems to ensure adequacy of Internal Financial Controls with reference to:

- Effectiveness and efficiency of operations

- Reliability of financial reporting

- Accuracy and completeness of the accounting records

- Compliance with applicable laws and regulations

- Adherence to the Company’s Policies

- Prevention and detection of frauds and errors

- Safeguarding of assets

At IEX, Internal Financial Controls forms an integral part of the Company’s risk management process which in turn is a part of Corporate Governance addressing financial and financial reporting risks. The Company has a well-established Internal Control Framework including proper delegation of authority, policies, and procedures, defined various internal controls, risk based internal audits, risk management framework and whistle blower mechanism, which is designed to continuously assess the adequacy, effectiveness, and efficiency of financial and operational controls. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

The entity level policies include anti-fraud policies (like code of conduct, conflict of interest, confidentiality, and whistle blower policy) and other polices (like organization structure, HR policy, IT security policy and business continuity and disaster recovery plan). The Company has also defined Standard Operating Procedures (SOP) for each of its processes to guide the operations in an ethical and compliant manner.

Your Board reviews the internal processes, systems, and the Internal Financial Controls and accordingly, the Directors’ Responsibility Statement contains a confirmation as regards adequacy of the Internal Financial Controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal and external auditors during the course of their audit. The Internal control system is improved and modified on an on-going basis to meet the changes in business conditions, accounting, and statutory requirements.

The external and internal auditors review the effectiveness and efficiency of these systems and procedures on regular basis to ensure that all the assets of the Company are protected against any loss and that the financial and operational information is accurate and complete in all respects. The Audits are conducted on an ongoing basis and significant deviations, if any, are brought to the notice of the Audit Committee following which corrective action is recommended for implementation. All these measures facilitate timely detection of any deviations /irregularities and early remedial steps.

During the year, the defined controls were tested and no observation on reportable material weakness in design and effectiveness was found.

The Audit Committee of the Company periodically reviews and recommends the unaudited quarterly financial statements and also the annual audited financial statements of your Company to the Board for approval.

During the year under review, no fraud has been detected by the Auditors or reported to the Audit Committee or the Board of the Company.

In addition to the above, the Independent Directors frequently hold meetings with the statutory auditors to discuss various matters pertaining to the financial health and reporting of the Company. These meetings serve as an opportunity for the Independent Directors to gain insights into the auditing process, evaluate the effectiveness of internal controls, and assess the accuracy and reliability of financial statements.

FOREIGN EXCHANGE EARNING AND OUTGO

The particulars of Foreign Exchange Earnings and outgo during the year under review are furnished hereunder:

Foreign Exchange Earning	Nil
Foreign Exchange Outgo	'' 361.29 Lakhs

RISK MANAGEMENT

Risk Management is one of the critical elements of operating in the exchange business. For your Company, Risk Management is an integral and important aspect

of Corporate Governance. Your Company believes that a robust Risk Management ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business. Your Company being a power exchange has adequate risk management systems and procedures operating within the organization.

The key cornerstones of your Company’s Risk Management Framework are:

- A comprehensive Risk Management Policy;

- Regular assessments and prioritization of risks that affect the business of your Company;

- Development and deployment of risk mitigation strategies to reduce vulnerability to prioritized risks;

- Emphasis on achieving results while implementing risk mitigation efforts;

- Structured review and monitoring process involving functional teams, top management, Risk Management Committees, Audit Committee and the Board to review the progress on mitigation plans;

- Integration of Risk Management into strategic planning, annual operating plans, performance management and key business decisions;

- Continuous monitoring of the external environment to identify new and emerging risks;

- Implementation of risk appetite frameworks and internal controls to ensure adherence to established risk limits where applicable and feasible.

Risk Governance Structure

The Company has established three levels of risk management responsibilities in its Governance structure as Risk Governance & Oversight, Risk Infrastructure & Management and Risk Ownership.

• adequate safeguards against victimization of persons who use this Mechanism; and

• direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company.

The Whistle Blower & Anti-fraud Policy is uploaded on the website of the Company and can be accessed through the following web link:

https://www.iexindia.com/pdf/Whistle%20Blower%20

Anti%20Fraud%20Policy.pdf

Your Company hereby affirms that no person has been denied access to the Chairman of the Audit Committee and no complaints were received during the year.

CONSERVATION OF ENERGY

Though the operations of your Company are not energy intensive, your Company has taken, inter alia, following measures to reduce energy consumption:

• Regular and preventive maintenance for Company''s heating, venting and air conditioning (HVAC) equipment''s and systems.

• Encouraging employees to suggest innovative ideas to cut down the energy costs.

• Switched from conventional lighting systems to using energy-efficient lightning in office.

• Installed motion sensors in certain areas thereby automatically switching off the lights when not in use.

• Selecting and designing offices to facilitate maximum natural light utilisation.

• Use of energy efficient computer systems and procuring energy-efficient equipment''s.

As an on-going process, your Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

PARTICULARS OF LOANS, GUARANTEE, OR INVESTMENT

During FY24, your Company has not given any loans, guarantees or provided any security to any Body Corporate as specified under Section 186 of the Companies Act, 2013.

All the Investments of your Company are in Bank FDs, Tax Free Bonds, Debt-based liquid and liquid plus terms products, Fixed Maturity Products (FMPs), Arbitrage Mutual Fund schemes, Commercial Papers (CPs), Market Linked Debentures (MLDs) and InvITs units only, the details of which are provided in Note 6 & 10 to Standalone Financial Statement for the year ended March 31, 2024. All the investments are made with requisite approval and in compliance with the

The Risk Assessment and Management Committee (''RAMC'') is headed by an Independent Director which reviews the risk management framework and process of the organization on half yearly basis as per Regulation 26 of the Central Electricity Regulatory Commission (Power Market) Regulations, 2021, and submits its report to the Board of Directors. Thereafter, the Board approved report is submitted to the Central Electricity Regulatory Commission (CERC).

The Company''s ''Risk Management Policy'' provides for identification, assessment, and control of risks that the Company would face in the normal course of business and mitigation measures associated with them. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid Policy. Under the said policy and in compliance with the SEBI Listing Regulations, the Board has constituted an ''Enterprise Risk Management Committee'' (''ERMC'') to review and analyse various internal and external risks including activities related to cyber security and monitor risk mitigation steps to counter these risks. The ERMC is headed by an independent Director. The composition, detailed terms of reference of the said committee and attendance at its meetings are provided in the Corporate Governance Report forming part of this Annual Report.

The Audit Committee of the Board has an additional oversight in the area of financial risks and controls. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuous basis.

For more details, please refer Management Discussion and Analysis section forming part of this Annual Report.

WHISTLE BLOWER & ANTI-FRAUD POLICY

Your Company believes in the conduct of its business affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, ethical behaviour and prudent commercial practices and is committed to comply with all applicable laws, rules and regulations.

Your Company has established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower & AntiFraud Policy of the Company, which is in compliance with the provisions of Section 177 of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Listing Regulations.

The Policy provides for:

• a mechanism wherein the Directors and the Employees can report their genuine concerns about the unethical behaviour, actual or suspected fraud or violation of the Company''s Code of conduct.

provisions of Section 186 of the Companies Act, 2013.

During the year under review, the Company made an investment of approx. '' 1.22 Crore in M/s Enviro Enablers India Private Limited (EEIPL), engaged in the business of waste management, and acquired 4,39,310 Compulsory Convertible Preference Shares (CCPS) representing 10% of the paid up share capital of EEIPL. This investment was in in line with the Company’s commitment of promoting circular economy and decarbonization.

As on March 31, 2024, your Company’s investment in Indian Gas Exchange Limited (IGX), Associate company, is '' 35.46 Crore (Rupees Thirty Five Crore Forty Six Lakhs) and '' 5 Crore (Rupees Five Crore) in wholly owned subsidiary International Carbon Exchange Private Limited.

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s B S R & Associates LLP Chartered Accountants, (Firm Registration No. 1 16231W/W-100024), the Statutory Auditors of the Company were re-appointed at the 13th Annual General Meeting of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the 18th Annual General Meeting of the Company.

Accordingly, B S R & Associates LLP will cease to be the Statutory Auditors of the Company on the conclusion of forthcoming 18th AGM of the Company.

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board of Directors of the Company have recommended appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N 500013) as the Statutory Auditors of the Company for a term of 5 (five) years to hold office from the conclusion of forthcoming 18th AGM until the conclusion of the 23rd AGM of the Company, in place of retiring Statutory Auditors namely B S R & Associates LLP

A resolution seeking the appointment of M/s Walker Chandiok & Co LLP Chartered Accountants as Statutory Auditors of the Company forms part of the Notice of 18th AGM and the same is recommended for Member’s approval. Pursuant to Section 141 of the Act, the appointing Auditors have represented that they are not disqualified and are eligible to act as the Statutory Auditors of the Company.

AUDITORS’ REPORT

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act.

The Auditors’ Report for the financial year 2024 does not contain any qualifications, reservations or adverse remarks or disclaimers. The Auditors’ Report is enclosed with the financial statements in this Report. The Statutory Auditors were present at the last AGM.

REPORTING OF FRAUD BY AUDITORS

During the year, under section 143(12) of the Act, neither the Internal Auditors, Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee or the Board of the Company any fraud by its officers or employees and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, based on the recommendation of the Audit Committee, appointed Mohd. Nazim Khan, Designated Partner of M/s MNK and Associates LLP, Company Secretaries, New Delhi, as Secretarial Auditor of the Company to conduct the audit of the secretarial records for the financial year ending March 31,2024.

The Secretarial Audit report for the financial year March 31, 2024, in Form No. MR-3 is annexed as Annexure 8 to this Annual Report.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or noncompliance. The Secretarial Audit report does not contain any qualification, reservation, or adverse remark.

SECRETARIAL STANDARD DISCLOSURE

During the year, the Company has complied with the provisions of applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Act, the draft annual return for FY24 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be accessed using the link:

https://www.iexindia.com/AGM_EGM_notice.

aspx?id=%2fVFcZM3gBsg%3d&mid=IT8b%2bZM5cBA%3d

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Your Company realizes the power of being transparent and accountable as an organization, which in turn, helps in maintaining the trust that stakeholders have placed in us. IEX considers disclosure practice as a strong

for our employees and associates. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a policy on prevention, prohibition, and redressal of sexual harassment of women at workplace.

To ensure this compliance we make sure that each employee should mandatorily undergo POSH awareness training through an e learning module and renew individual training completion certificate every year.

An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Composition of the said Committee is given in the Corporate Governance Report forming part of this Annual Report.

Initiatives under POSH for FY24

- Organised workshops and awareness sessions for all the employees through virtual platforms and also through other meetings. Awareness and sensitization continue during induction of new employees.

- Introduced mandatory POSH Courses for all the employees through Company’s L& D Portal.

- Regular meetings by the Presiding Officer of the Internal Complaints Committee with female employees as an improved approach on building awareness.

During FY24, the Company has not received any complaint pertaining to sexual harassment and hence no compliant is outstanding as on March 31, 2024. The Company has filed an Annual Report with the concerned Authority in the matter.

RESEARCH AND DEVELOPMENT

Your Company is not directly involved in any Research and Development activities and hence no expenditure on research and development has been incurred.

FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits under Section 73 of the Act during the year and as such, no amount on account of principal or interest related thereto was outstanding as on the date of the Balance Sheet i.e., March 31,2024.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the financial year, there were no significant or material orders passed by the Regulators, Courts or Tribunals impacting the going concern status and the Company’s operation.

tool to communicate strategic developments, business performance and the overall value generated for various stakeholder groups over a period of time. Keeping up with evolving disclosure patterns, your Company transitioned from Business Responsibility Report (BRR) to Business Responsibility & Sustainability Report (BRSR) from FY23, as per the SEBI mandated framework, which discloses both the quantitative and qualitative data with respect to the financial and non-financial aspects of the business.

The Business Responsibility and Sustainability Report prepared in accordance with the guidelines issued by the SEBI forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI").

Pursuant to Corporate Governance guidelines, as laid out in the SEBI Listing Regulations a separate section titled ''Corporate Governance’ has been included in this Annual Report, as Annexure 9.

All Board members and Senior Management Personnel have affirmed in writing their compliance with and adherence to the code of conduct adopted by the Company for FY24.

The Chairman & Managing Director declaration in accordance with Para D of Schedule V to the SEBI Listing Regulations, certifying compliance to the above, is annexed to this Annual report as Annexure 10.

A certificate as per Regulation 33 read with Regulation 17 of the SEBI Listing Regulations, jointly signed by the Chairman & Managing Director and the Chief Financial Officer of the Company certifying the financial statements for the financial year ended March 31, 2024, is annexed to this report as Annexure 10.

Further, a certificate from Mr. Ankit Jain (ACS No. 31103 and COP No. 26724) Partner of Agarwal S. & Associates, Practicing Company Secretary, on compliance with corporate governance norms under the SEBI Listing Regulations forms part of this Annual Report as Annexure 11.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to promoting a work environment that ensures every employee is treated with dignity, respect and provided equitable treatment regardless of gender, race, social class, disability, or economic status. We prioritize providing a safe and conducive work environment

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Annual Report.

MAINTENANCE OF COST RECORDS

The provision of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (as amended from time to time) is not applicable on the Company.

OTHER INFORMATION

(i) Proceeding under Insolvency and Bankruptcy Code, 2016 ("IBC Code"): The Company has neither made any application nor any proceeding is pending under the IBC Code during the Financial Year.

(ii) The Company has not made any one-time settlement during FY24 with Banks or Financial Institution.

ACKNOWLEDGMENT

We would like to place on record our sincere gratitude to the Ministry of Power, Central Electricity Regulatory Commission (CERC) Members, State Electricity Regulatory Commissions (SERCs) Members, Central Electricity Authority (CEA), National Load Despatch Centre (NLDC), Regional Load Despatch Centers (RLDCs), State Load Despatch Centers (SLDCs), the Ministry of Corporate Affairs of India (MCA), the Securities and Exchange Board of India (SEBI), the Stock Exchanges, Financial Institutions, Shareholders, Bankers, Depositories, Registrar and Transfer Agents (RTA), and Business Associates for their continued support during the year.

We also wish to place on record our deep appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their dedicated services, hard work, cooperation and firm commitment to the goals & vision of the Company. We look forward to continued support of all these partners in the future.

---

Mar 31, 2023

Your Directors have the pleasure in presenting the 17th Annual Report on the business and operations along with the audited standalone and consolidated financial statements & the Auditors'' Report of the Company, for the financial year ended March 31, 2023.

FINANCIAL RESULTS

The standalone and consolidated financial statements for the financial year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Companies Act, 2013 (the “Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''SEBI Listing Regulations'').

The summary of the Company''s audited financial results for the year ended March 31, 2023, is depicted below:

(Amount in 3 lakh)
	Standalone		Consolidated
Particulars	FY23	FY22	FY23	FY22
Revenue from operations	40,085.44	42,554.94	40,085.44	43,103.51
Other Income	7,320.92	5,232.81	7,324.74	5,336.67
Total Revenue	47,406.36	47,787.75	47,410.18	48,440.18
Less: Total Expenditure	8,540.45	7,827.09	8,553.22	8,658.24
Profit before share of profit of associates, exceptional items and tax	38,865.91	39,960.66	38,856.96	39,781.94
Share in profit of associate	-	-	1,325.58	144.27
Profit before tax and exceptional items	38,865.91	39,960.66	40,182.54	39,926.21
Exceptional items (Profit on loss of control of subsidiary)	-	-	-	597.77
Profit before tax	38,865.91	39,960.66	40,182.54	40,523.98
Less: Provision for Tax	9,596.16	9,709.44	9,593.91	9,660.40
Profit after tax (a)	29,269.75	30,251.22	30,588.63	30,863.58
Other comprehensive income for the year, net of income tax (b)	11.13	11.25	11.13	9.45
Total comprehensive income for the year (a b)	29,280.88	30,262.47	30,599.76	30,873.03
Profit for the year attributable to:
Shareholders of the Company	29,269.75	30,251.22	30,588.63	30,925.55
Non-controlling interests				(61.97)
Earnings per equity share [face value E1 per share]
Basic (?)	3.27	3.38	3.42	3.45
Diluted (?)	3.27	3.38	3.42	3.45

ON STANDALONE BASIS

Your Company''s standalone revenue was g 47,406.36 lakh against g 47,787.75 lakh in the previous year. Profit before tax stood at g 38,865.91 lakh in FY23 against g 39,960.66 lakh in FY22; profit after tax for FY23 was g 29,269.75 lakh compared to g 30,251.22 lakh in the previous year.

CONSOLIDATED REVENUES

The Consolidated Financial Statements of the Company, its subsidiary and associates are prepared in accordance with the Act and applicable Indian Accounting Standards (“Ind AS") along with all relevant documents and the Auditors'' Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary Company i.e., International Carbon Exchange Private Limited (“ICX") and its associate Company i.e., Indian Gas Exchange Limited (“IGX").

ICX was incorporated as a wholly-owned subsidiary of Indian Energy Exchange Limited on December 27, 2022. Accordingly, the corresponding financial results for the year ended March 31, 2023, as contained in the consolidated annual financial results comprise ICX figures for the period from December 27, 2022, to March 31, 2023, only.

As on March 31, 2023, IGX stands as the associate Company of IEX and as on the date of this annual report IEX holds 47.28% stake in IGX.

The Company''s consolidated revenue is g 47,410.18 lakh in FY23 in comparison with g 48,440.18 lakh in FY22. The Company''s profit after tax for FY23 was g 30,588.63 lakh compared to g 30,863.58 lakh in the previous year.

Highlights of the Company''s performance are discussed in detail in the Management Discussion and Analysis Report (“MDAR"), included in Annual Report as required under the SEBI Listing Regulations.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report (“MDAR") for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section, forming part of this report.

Certain Statements in the said report may be forwardlooking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of SEBI Listing Regulations, your Company has a well-defined Dividend Distribution Policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring the availability of sufficient funds for the growth of the Company. The policy is available on the website of the Company and can be accessed through the following web link:

https://www.iexindia.com/pdf/Dividend%20Distribution%20

Policy.pdf

DIVIDEND

In terms of the Dividend Distribution Policy of the Company and considering the Buyback conducted by the Company during FY23, your Directors are pleased to recommend a Final Dividend of g 1/- per equity share having a face value of g 1 each for the year ended March 31, 2023, which is 100% of the total paid-up share capital of the Company.

The Final Dividend, subject to the approval of Members at the ensuing 17th Annual General Meeting of the Company, will be paid within the time period stipulated under the Companies Act, 2013, subject to deduction of tax at source. The total outflow on account of the proposed final dividend will be approximately g 8,916.93 Lakh.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to the Reserves. However, during the year a Capital Redemption Reserve (CRR) Account was created in which an amount equivalent to the nominal value of the shares bought back under the Buyback i.e. g 69.77 lakh were transferred.

SHARE CAPITAL & BUYBACK OF EQUITY SHARES

Authorised Share Capital

As on March 31, 2023, there was no change in the authorised share capital of the Company and it stood at g 100 Crore, consisting of 100 Crore equity shares of g 1 each.

Paid-up Share Capital

Post extinguishment of 69,76,798 equity shares bought under the Buyback, the paid-up equity share capital of the Company stood at g 8,916.93 lakh consisting of 89,16,92,735 equity shares of g 1 each as on March 31, 2023. The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited.

Buyback

The Board of Directors of the Company at its meeting held on November 25, 2022 and the shareholders by way of a special resolution passed through postal ballot on December 30, 2022, accorded its approval for the Company to buy back its equity shares from the open market through the stock exchanges for a total amount not exceeding g 9,800 lakh (Maximum buy back size) at a price not exceeding g 200 per equity share (Maximum buy back price). The Buyback process commenced on January 11, 2023 and closed on March 16, 2023.

In accordance with the above, the Company has bought back 69,76,798 equity shares at an average price of g 140.45 per equity share pursuant to the buyback offer by utilizing a sum of g 9,798.96 lakh which represents 99.99% of the Maximum Buyback Size. The Company has completed the process of extinguishment of the entire 69,76,798 equity shares bought back under the Buyback Process.

The Company has, neither issued any equity shares with differential voting rights nor any shares (including sweat equity shares) to any of its employees under

any scheme except the shares issued under the IEX ESOP Scheme 2010 & IEX RSU Scheme 2019 as disclosed on the website of the Company pursuant to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

EMPLOYEE STOCK OPTION PLAN (ESOP) AND RESTRICTED STOCK UNIT (RSU) SCHEME

IEX Employees Stock Option Plan 2010 ("IEX ESOP Scheme 2010")

Your Company has IEX ESOP Scheme 2010, to motivate and instil a sense of ownership among its employees. The Company''s ESOP scheme is administered through a Trust route, which acts as per instructions of the Nomination and Remuneration Committee of the Company.

The details of the IEX ESOP Scheme 2010, including terms of reference, and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company''s website, at

https://www.iexindia.com/pdf/07 08 2023Disclosure%20 Pursuant%20to%20SEBI%20(SBEB%20&%20SE)%20 Reaulations.%202021 ESOP%20&%20RSU%20FY22-23.pdf

Indian Energy Exchange Limited Restricted Stock Unit Scheme 2019 ("IEX RSU SCHEME 2019")

Your Company has ''Indian Energy Exchange Limited Restricted Stock Unit Scheme 2019'' with a view to attract and retain key talents working in the capacity of senior management with the Company, by way of rewarding their performance and motivating them to contribute to the overall corporate growth and profitability. The Scheme is administered directly by the Nomination and Remuneration Committee (“NRC") of the Company.

The details of the IEX RSU Scheme 2019, including terms of reference, and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company''s website, at

https://www.iexindia.com/pdf/07 08 2023Disclosure%20 Pursuant%20to%20SEBI%20(''SBEB%20&%20SE)%20 Reoulations,%202021 ESOP%20&%20RSU%20FY22-23.pdf

The details of the IEX ESOP Scheme 2010 and IEX RSU Scheme 2019 form part of the Notes to accounts of the financial statements in this Annual Report.

Further, the Company has obtained a certificate from the Secretarial Auditors of the Company certifying that the IEX ESOP Scheme 2010 and IEX RSU Scheme 2019 have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the members. The certificate will be placed at the ensuing Annual General Meeting for inspection by the members of the Company.

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Company has in place a Corporate Social Responsibility (CSR) Committee which works as per the applicable provisions and such other matters as prescribed by the Board from time to time.

During the year, the Board of Directors expanded the role of the CSR Committee to include sustainability-related activities and accordingly, the CSR committee was renamed as Corporate Social Responsibility & Sustainability Committee (CSR & Sustainability Committee). The Committee, inter alia, reviews and monitors the CSR as well as Sustainability initiatives of the Company.

The Company also has in place a ''Corporate Social Responsibility Policy'' (CSR Policy) in line with Section 135 read with the CSR Rules and Schedule VII of the Act. During the year, the Company has undertaken CSR activities through implementation agencies

in the area of Protection of National Heritage, Art, & Culture etc. These CSR activities were in accordance with the CSR Policy of the Company and Schedule VII of the Act.

The Company has identified the following focus areas for CSR engagement:

• National Heritage, Art and Culture: Contributing to protection of national heritage, art and culture.

• Health and Development: Supporting socioeconomic development of underprivileged

communities through improved access to livelihoods, sanitation, water, healthcare and education. ¹

• Women Empowerment: Endeavouring to integrate the cause of women empowerment while designing the projects.

• Disaster Response: Contributing to relief and rehabilitation measures in disaster-affected parts of country.

The composition of the CSR & Sustainability Committee, CSR Policy and CSR initiatives of the Company are placed on the Company''s website at www.iexindia.com and the Annual CSR Compliance Report pursuant to Section 135 of the Companies Act, 2013 is appended as Annexure 1 to this report.

HUMAN RESOURCE DEVELOPMENT

At IEX, we keep employees at the core of everything that we do. Our employees are our strength and key differentiators. We ensure strong bond with our employees, our highly committed and engaged employees continuously deliver growth for the organization, by creating value for the customers.

Our culture is founded on our core values of “Excellence, Customer Centricity, Integrity, Respect & Trust, and Teamwork".

We are committed and focused on fostering a strong learning culture in the organization by continuously investing in competence and leadership development of the employees through enhancement of functional/ technical and behavioural /soft skills. For Mid & Senior Level employees, we conducted leadership programs like Emerging Leaders, Leadership Excellence through Awareness and Practice (LEAP). For other employees across the organization programs like Public Policy Economics, Prevention of Sexual Harassment at Workplace (POSH), Information Security, KVM Oracle and other skill based training were conducted.

Our strategy is a combination of developing internal talent and hiring best of talent externally. The objective is to create complimentary skills in both domain and external/sector experience.

We believe in open and transparent work culture that places adequate emphasis on employee experience, feedback, and suggestions. We have regular employee engagement activities including interactions with the leaders of the organization through various forums. Forums such as weekly and monthly meeting, quarterly All Hands Meet, skip level meetings, and departmental meetings provide opportunities for employee interaction with the

management. Our employees are engaged through various engagement activities conducted in person as well as through inhouse digital platforms.

We are delighted to feature as a Great Place to Work (GPTW) in mid-size organization for the period of Jan''23 ~ Jan''24. This recognition encourages us to move forward on our journey towards creating a harmonious environment for our workforce at IEX.

TECHNOLOGY ABSORPTION

Since the inception in the year 2008, the Indian Energy Exchange has believed in Technology innovation as a key differentiating factor and has adopted the best-in-class technology, and it continues to be so even today. Our technology vision is to architect next-generation technology and digital enterprise solutions that enable us to shape development of competitive, transparent, and robust energy markets in the country.

Innovation, and strong technology backbone have indeed enabled us build continued trust with our robust ecosystem of almost 7,000 participants including 100 distribution utilities, 500 generators, 1500 renewable participants and 4600 open access consumers as well as provide them with the best-in-class seamless customer centric services.

We continually invest efforts and resources in technology to elevate its ease, 24¹7 availability, reliability, security and provide the best-in-class experience. We have endeavoured to advance technology architecture both Exchange as well Enterprise levels. Over the years, we have successfully transitioned from monolithic auction software to a more modular service-based architecture connected through open Application Programming Interface (API) connecting Exchange trading system with Members and National Load Dispatch Centre (NLDC) in an efficient manner. Additionally, we also transitioned to more agile technology architecture having incorporated tools like Jira, and CI/CD pipelines that allow us to adapt to the changes very swiftly. The technological transition has been aptly supported with cultural transformation, including implementation of a comprehensive training program on new technologies for the Exchange Technology team. Similarly, implementation of Mixed-Integer Linear Programming (MILP) based Exchange technology matching algorithm, at par with the global best solutions, has enabled us to introduce

complex bids to support our market participants in meeting their requirements in a dynamically evolving renewable-centric scenario. Also, in addition to API based integration between the Clearing and Settlement System and SAP system going live in the current year, we have carried out various improvements (including Document Management System, etc.) to the SAP system, to make it more effective and beneficial.

Our relentless focus on customer centricity coupled with the best-in-class technology, a focused and dedicated team, and tech partnerships with local and global companies, indeed sets us apart. We started the year enhancing Customer experience by commencement of web-based platform, to provide digital registration, data insights and analytics to our customers offering greater efficiency in their exchange-based procurement. Post multiple feedback from our customers we also provided seamless bidding experience and minimizing manual interventions through Application Programming Interface (API) for the Real Time Market. We also undertook system integration with our Clearing Banks has been enabling faster financial transactions with our customers. Going forward, we plan to adopt API based solutions for all market segments as well as adopt new technologies such as Robotic Process Automation (RPA) to eliminate human dependency in market operation processes.

To ensure high availability and 100% uptime, IEX trading system has three layers of redundancy on the network layer to allow for more flexible communication with NLDC. The exchange system is built on a virtualized environment with hardware redundancy at the machine level for high availability, and further redundancy built into the software even at the task level. Backup systems are also at hand to automatically take over in a matter of seconds in the case of a failure in any of the RTM processes. Our systems are built with an auto-healing concept based on extensive monitoring which ensures that in case of failure, the system recognizes the problem and automatically triggers a fallback process with minimal manual intervention, thus minimizing downtime.

To enhance and ensure data security, several controls are being taken in IEX to prevent unauthorized access to application servers, computers, databases, and websites.

Through implementation of leading-edge security technologies like Endpoint Security, Email Security, Multi-tier Gateway level security, Backup security, Secure Access Control etc. IEX has covered all the major security aspects to protect the digital footprint.

Data Security Policy & Crisis Management Plan are being re-formulated in IEX which highlights Identify Sensitive Data, Strong and Multi factor authentication procedures, Secure & Regular data backup and restoration, Information security audits, Secure hardware and software configurations, Regular Scanning for Vulnerabilities, Managing Patches and upgrades, Strong Monitoring & Alerting mechanism through SOC, Response to Incidents, Acceptable Usage, Awareness & Training program etc.

With so many Technology innovations in FY23, we are now set to take the next leap. We plan to enhance our API footprint and integrate with many more customers. We will invest even more on Web Based Platform and provide Financial Reconciliation and even Bidding on our Platform. We continue to invest in Security and will enhance our monitoring with state-of-the-art security solutions. With new products like Long Duration Contract and technology enhancements we strive to stay ahead and fulfil our technology vision of creating a customer centric energy marketplace through efficient and state of the art Technology Solutions.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company has one subsidiary (wholly owned) and one Associate Company, as on March 31, 2023 and does not have any Joint Venture. Further, no Company ceased to be Subsidiary or Associate or Joint Venture of the Company, during the financial year under review.

International Carbon Exchange Private Limited -Wholly Owned Subsidiary

During the year under review, International Carbon Exchange Private Limited (“ICX"), a wholly owned subsidiary of the Company, was incorporated on December 27, 2022, with the intent to explore business opportunities in the voluntary Carbon Market. ICX will enable participants to buy and sell voluntary carbon credits at competitive prices through its transparent & reliable platform and facilitate the reduction of global GHG emission by 45% by 2030 to get on track to limit global warming to 1.5 degrees. ICX was incorporated with an authorized capital of ^ 10 Crores divided into 1

Crore equity shares of the face value of ^ 10 (Rupees Ten Only) each and subscribed and paid-up equity share capital of ^ 5 Crores divided into 50 lakh equity shares of face value of ^ 10 (Rupees Ten Only) each.

Indian Gas Exchange Limited - Associate Company

As on March 31, 2023, Indian Gas Exchange Limited (''IGX'') was the Associate Company of your Company. The Company holds 47.28% of equity share capital in IGX as on March 31, 2023 and on the date of this Report.

IGX is India''s first automated national level Gas Exchange which works towards promoting and sustaining an efficient and robust Gas market and to foster gas trading in the country. The exchange features multiple buyers and sellers to trade in spot and forward contracts at designated physical hubs. IGX is a neutral and transparent marketplace where both buyers and sellers trade Gas as the underlying commodity. IGX enables efficient and competitive discovery of gas prices and one of its most important objectives is also to maintain market integrity.

The Consolidated Financial Statements of the Company and its Subsidiary/Associate are prepared in accordance with the applicable accounting standards, issued by the Institute of Chartered Accountants of India, and forms part of this Annual Report. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of ICX & IGX in Form AOC-1 is attached to this Report as Annexure 2.

RELATED PARTY TRANSACTIONS

All related party transactions during the FY23 were at arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and SEBI Listing Regulations and the Company''s Policy on Related Party Transactions. All these transactions were reviewed and approved by the Audit Committee/ the Board of Directors of the Company.

The Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material, or which may have potential conflict with the interest of the Company, hence there is no information to be provided as required under section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, a nil disclosure of Related Party Transactions is annexed with this Report in Form AOC-2 as Annexure 3.

All the Related Party Transactions are placed before the Audit Committee for its review and approval on a quarterly basis. All Related Party Transactions are subject to an independent review by the Statutory and Secretarial Auditors of the Company to establish compliance with the requirements of Related Party Transactions under the Act and SEBI Listing Regulations.

Members may refer to Note No. 46 of the Standalone financial statement which sets out related party disclosures pursuant to Ind AS.

Your Company has formulated a policy on materiality of related party transactions and dealing with related party transactions which has been amended from time to time to comply with the necessary amendments of various enactments of law. The Policy is available on the website of the Company and can be accessed through the following web link:

https://www.iexindia.com/pdf/IEX POLICY ON MATERIALITY AND DEALING WITH RELATED PARTY TRANSACTIONS.pdf

The Policy intends to ensure that proper approval, reporting and disclosure processes are in place for all transactions between the Company and related parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has a well-diversified Board comprising of Directors having skills, competencies and expertise in the areas of Finance, Strategy Planning & Policy Development, Information Technology, Governance, Risk and Compliance etc. to ensure effective corporate governance and sustained commercial success of the Company.

The Nomination and Remuneration Committee (''NRC'') is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, operations, financial condition and compliance requirements.

The Board has also identified the core skills, expertise and competencies of the Board of Directors required in the context of the businesses and sectors applicable to the Company which are mapped with each of the Directors on the Board. The same is disclosed in the Corporate Governance Report forming part of the Annual Report.

As on March 31, 2023, the Board comprised 6 (Six) Directors, out of which 3 (Three) were Non-Executive Independent Directors including 1 (One) Woman Independent Director, 2 (Two) Non-Executive NonIndependent Directors and 1 (One) Executive Director.

During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them, if applicable, for the purpose of attending Board/Committee meetings of the Company.

A. Changes in Directors

The Board of Directors at its meeting held on April 27, 2022, approved the appointment of Mr. Rajeev Gupta (DIN: 00241501) as an Additional Director designated as Independent Director of the Company for a period of five years with effect from April 27, 2022, subject to the approval of the shareholders.

The shareholders'' approval was sought through a postal ballot (e-voting) and as per the voting result outcome of the postal ballot, the appointment of Mr. Rajeev Gupta was not approved by the shareholders. Accordingly, Mr. Rajeev Gupta ceased to be the Director of the Company with effect from July 17, 2022.

Further, the term of Ms. Sudha Pillai & Mr. Tejpreet Singh Chopra, Independent Directors of the Company, is expiring on April 25, 2024 & March 04, 2024, respectively, which would result a vacancy in the office of Independent Director(s) and the resulting vacancy needs to be filled by the Company not later than the date such office is vacated as per the amended provisions of the SEBI Listing Regulations. Accordingly, post completion of FY23, the Board of Directors based on the recommendations of the Nomination and Remuneration Committee and subject to the approval of the Members, approved:

• Re-appointment of Ms. Sudha Pillai (DIN 02263950)

as an Independent Director of the Company, not liable to retire by rotation, for a further period of five years commencing from April 26, 2024 to April 25, 2029 (both days inclusive);

• Re-appointment of Mr. Tejpreet Singh Chopra (DIN 00317683) as an Independent Director of the Company, not liable to retire by rotation, for a further period of five years commencing from March 05, 2024 to March 04, 2029 (both days inclusive);

Necessary resolutions for the above-mentioned appointments are included in the Notice convening the ensuing AGM and details of the proposed reappointments are disclosed in the explanatory statement of the Notice.

B. Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Amit Garg (DIN 06385718), NonExecutive Non-Independent Director of the Company will be retiring by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

Necessary resolutions for the re-appointment of aforesaid Director have been included in the Notice convening the ensuing AGM and details of the proposed re-appointment are disclosed in the explanatory statement of the Notice.

C. Change in KMP''s

During the year under review, there were no changes in the KMP''s of the Company.

The Key Managerial Personnel of the Company as on March 31, 2023, are Mr. Satyanarayan Goel, Chairman & Managing Director and Mr. Vineet Harlalka, Chief Financial Officer, Company Secretary and Compliance Officer.

D. Declaration by Independent Directors

As on March 31, 2023, Ms. Sudha Pillai, Prof. Kayyalathu Thomas Chacko, Mr. Tejpreet Singh Chopra were the Independent Directors on the Board of your Company in terms of Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with the Schedules and Rules made thereunder, SEBI Listing Regulations and the CERC (Power Market) Regulations, 2021.

In terms of Regulation 25(8) of the SEBI Listing

Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and Senior management personnel formulated by the Company.

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, along with a Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to enrolment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act.

The Board of Directors of the Company has taken on record the declarations and confirmations submitted by the Independent Directors and based upon the declarations received from them, the Board of Directors have confirmed that the Independent Directors meet the criteria of independence as specified in the Act including the Schedules and Rules made thereunder and the SEBI Listing Regulations and are independent of the management.

E. Meetings of Board

The Board met 6 (Six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the two consecutive Board meetings did not exceed the period prescribed by the Act, SEBI Listing Regulations and Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company Secretaries of India (“ICSI"), as amended from time to time.

F. Committees of the Board

During the year under review, with an objective of further strengthening the governance standards so as to match with globally accepted better practices, the Board had reconstituted certain existing Committees and amended the terms of reference of certain Committees. Details of various Committees constituted by the Board, including the Committees

mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

G. Independent Directors'' Meeting

The Independent Directors met on December 16, 2022, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, considering the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

H. Statement on Annual Evaluation made by the Board of Directors

Your Company believes that the process of performance evaluation at the Board level is essential to its Board engagement and effectiveness. The Performance Evaluation Policy of the Company is duly approved by the Board and Nomination and Remuneration Committee of the Company. In line with the Performance Evaluation Policy of the Company, Annual Performance Evaluation was carried out for all the Board Members, for the Board and its Committees with a specific focus on the performance and effective functioning of the Board and its Committee.

Pursuant to the provisions of the Companies Act, 2013, the SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January 2017, a structured questionnaire was prepared and reviewed by the Nomination and Remuneration Committee (NRC) after taking into consideration the various aspects of the Board''s functioning, the composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the composition of

committees, terms of reference of the committee, the effectiveness of committee meetings, etc. The above criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017.

The Nomination and Remuneration Committee (NRC) reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a subsequent Board meeting, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

A statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board Committees has been made and the criteria for the same is set out in Annexure 4 to this Annual Report.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman & Managing Director of the Company was evaluated, taking into account the views of the Non-Executive Directors and Executive Director.

I. Policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director.

The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and devising a policy on diversity of the Board. In line with this requirement, the Board has adopted the Policy to Promote Diversity on the Board of Directors, which is provided in Annexure 5 to this Report and the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company, which is reproduced in Annexure 6 to this Annual Report.

The details of the Policy are made available on the Company''s website at

https://www.iexindia.com/Polices.

aspx?id=c0umpHYt5Sg%3d&mid=Gy9kTd80D98%3d.

J. Particulars of Key Managerial Personnel and Employee Remuneration

The disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 7 and forms an integral part of this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. None of the employees listed in the said information is related to any Director of the Company.

The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at [email protected].

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY23.

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief, state that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, if any;

ii. They have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year 2023;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

v. They have laid down proper Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORTING OF FRAUD BY AUDITORS

During the year, under section 143(12) of the Act, neither the Internal Auditors, Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee or the Board of the Company any fraud by its officers or employees and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

INTERNAL FINANCIAL CONTROL & ITS ADEQUACY

As per Section 134(5)(e) of the Act, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. Accordingly, the Company has a well-established internal control framework including proper delegation of authority, policies and procedures, defined various internal controls, risk based internal audits, risk management framework and whistle blower mechanism, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

The entity level policies include anti-fraud policies (like code of conduct, conflict of interest, confidentiality

and whistle blower policy) and other polices (like organization structure, HR policy, IT security policy and business continuity and disaster recovery plan). The Company has also defined Standard Operating Procedures (SOP) for each of its processes.

The Audit Committee of the Company periodically reviews and recommends the unaudited quarterly financial statements and also the annual audited financial statements of your Company to the Board for approval.

The Company maintains appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business, including adherence to Company''s policies, monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition, prevention and detection of frauds and errors accuracy and completeness of accounting records, and the timely preparation of reliable financial information. The Internal control system is improved and modified on an on-going basis to meet the changes in business conditions, accounting and statutory requirements.

The external and internal auditors review the effectiveness and efficiency of these systems and procedures on regular basis to ensure that all the assets of the Company are protected against any loss and that the financial and operational information is accurate and complete in all respects. The Audits are conducted on an ongoing basis and significant deviations, if any are brought to the notice of the Audit Committee following which corrective action is recommended for implementation. All these measures facilitate timely detection of any deviations /irregularities and early remedial steps.

During the year, the defined controls were tested and no observation on reportable material weakness in design and effectiveness was found.

During the year no fraud has been reported by the Auditors to the Audit Committee or the Board of the Company.

In addition to the above, the Independent Directors frequently hold meetings with the statutory auditors to discuss various matters pertaining to the financial health and reporting of the Company. These meetings serve as an opportunity for the Independent Directors to gain insights into the auditing process, evaluate the effectiveness of internal controls, and assess the accuracy and reliability of financial statements.

FOREIGN EXCHANGE EARNING AND OUTGO

The particulars of Foreign Exchange Earnings and outgo during the year under review are furnished hereunder:

Foreign Exchange Earning Nil

Foreign Exchange Outgo ^ 239.89 lakh

RISK MANAGEMENT

Risk Management is one of the critical elements of operating in the exchange business. For your Company, Risk Management is an integral and important aspect of Corporate Governance. Your Company believes that a robust Risk Management ensures adequate controls and monitoring mechanisms for a smooth and efficient functioning of the business. Your Company being a power exchange has adequate risk management systems and procedures operating within the organization.

The Company has a Risk Assessment and Management Committee headed by an Independent Director which reviews the risk management framework and process of the organization on half yearly basis as per Regulation 26 of the Central Electricity Regulatory Commission (Power Market) Regulations, 2021, and submits its report to the CERC.

In addition, your Company has also devised and implemented a comprehensive ''Risk Management Policy'' which provides for identification, assessment and control of risks that the Company would face in the normal course of business and mitigation measures associated with them. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. Under the said policy and in compliance with the SEBI Listing Regulations, the Board has an ''Enterprise Risk Management Committee'' (''ERMC'') to review and analyse various internal and external risks including activities related to cyber security and monitor risk mitigation steps to counter these risks. The composition, detailed terms of reference of the ERMC and attendance at its meetings are provided in the Corporate Governance Report forming part of this Annual Report.

In addition to above, the Audit Committee of the Board has additional oversight in the area of financial risks and controls. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuous basis.

The Company''s ERM Framework includes a Chief Risk Officer (CRO) who is accountable for the effective implementation of the risk management framework within the organization, as well as reporting all significant risks to the Risk Committees to ensure complete transparency.

For more details, please refer Management Discussion and Analysis section forming part of this Report.

WHISTLE BLOWER & ANTI-FRAUD POLICY

Your Company believes in the conduct of its business affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, ethical behaviour and prudent commercial practices and is committed to comply with all applicable laws, rules and regulations.

Your Company has established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower & Anti-Fraud Policy of the Company, which is in compliance with the provisions of Section 177 of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Listing Regulations.

The Policy provides for:

• a mechanism wherein the Directors and the Employees can report their genuine concerns about the unethical behaviour, actual or suspected fraud or violation of the Company''s Code of conduct.

• adequate safeguards against victimization of persons who use this Mechanism; and

• direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company.

The Whistle Blower & Anti-fraud Policy is uploaded on the website of the Company and can be accessed through the following web link:

https://www.iexindia.com/pdf/Whistle%20Blower%20

Anti%20Fraud%20Policy.pdf

Your Company hereby affirms that no person has been denied access to the Chairman of the Audit Committee and no complaints were received during the year.

CONSERVATION OF ENERGY

Though the operations of your Company are not energy intensive, your Company has taken, inter alia,

following measures to reduce energy consumption:

• Regular and preventive maintenance for Company''s heating, venting and air conditioning (HVAC) equipment''s and systems.

• Encouraging employees to suggest innovative ideas to cut down the energy costs.

• Switched from conventional lighting systems to using energy-efficient lightning in office.

• Selecting and designing offices to facilitate maximum natural light utilisation.

• Use of energy efficient computer systems and procuring energy-efficient equipment''s.

• Use of cloud based virtual servers to increase energy efficiency and data security.

As an on-going process, your Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

During the FY23, your Company has not given any loans, guarantees or provided any security to any Body Corporate as specified under Section 186 of the Companies Act, 2013.

All the Investments of your Company are in Bank FDs, Tax Free Bonds, Debt based liquid and liquid plus terms products, Fixed Maturity Products (FMPs), Arbitrage Mutual Fund schemes, Commercial Papers (CPs), Market Linked Debentures (MLDs) and InvITs units only, the details of which are provided in Note No. 6 & 10 to Standalone Financial Statement for the year ended March 31, 2023.

Further, during the FY23, the Company has incorporated International Carbon Exchange Private Limited (''ICX''), a wholly owned subsidiary, and invested ^ 5 Crores towards subscription of 50 lakh equity shares of face value of ^ 10/- each of ICX. Also, your Company''s investment in Indian Gas Exchange Limited (IGX), Associate Company, as on March 31, 2023, is ^ 35,46,00,000/- (Rupees Thirty-Five Crore Forty-Six Lakh).

Furthermore, to make optimum utilization of funds available with the Company, to achieve long term strategic and business objectives, and also enable the Company to take hold of any other business propositions/opportunities that may arise in the

foreseeable future, the Board of Directors of the Company in its meeting held on July 27, 2023, has approved and recommended the enhancement in investment limits under Section 186 of the Companies Act, 2013. Necessary resolutions for approval of proposed enhancements along with the Explanatory statement are included in the Notice convening the ensuing AGM.

STATUTORY AUDITORS

M/s B S R & Associates LLP, Chartered Accountants, (Firm Registration No. 116231W/W-100024), the Statutory Auditors of the Company were appointed at the 13th Annual General Meeting of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the 18th Annual General Meeting of the Company.

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

AUDITORS'' REPORT

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act.

The Auditors'' Report for the financial year 2023 does not contain any qualifications, reservations or adverse remarks or disclaimers. The Auditors'' Report is enclosed with the financial statements in this Report. The Statutory Auditors were present at the last AGM.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, based on the recommendation of the Audit Committee, appointed Mohd. Nazim Khan, Designated Partner of M/s MNK and Associates LLP, Company Secretaries, New Delhi, as Secretarial Auditor of the Company to conduct the audit of the secretarial records for the financial year ending March 31, 2023.

The Secretarial Audit report for the financial year March 31, 2023, in Form No. MR-3 is annexed as Annexure 8 to this Report.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were

no deviations or non-compliance. The Secretarial Audit report does not contain any qualification, reservation, or adverse remark.

SECRETARIAL STANDARD DISCLOSURE

During the year, the Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return for FY23 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be accessed using the link:

https://www.iexindia.com/AGM EGM notice. aspx?id=%2fVFcZM3gBsg%3d&mid=IT8b%2bZM5cBA%3d

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Your Company realizes the power of being transparent and accountable as an organization, which in turn, helps in maintaining the trust that stakeholders have placed in us. IEX considers disclosure practice as a strong tool to communicate strategic developments, business performance and the overall value generated for various stakeholder groups over a period of time. Keeping up with evolving disclosure patterns, your Company transitioned from Business Responsibility Report (BRR) to Business Responsibility & Sustainability Report (BRSR) for FY23, as per the SEBI mandated framework, which discloses both the quantitative and qualitative data with respect to the financial and non-financial aspects of the business.

The Business Responsibility and Sustainability Report prepared in accordance with the guidelines issued by the SEBI forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI").

Pursuant to Corporate Governance guidelines, as laid out in the SEBI Listing Regulations a separate section titled ''Corporate Governance'' has been included in this Report, as Annexure 9.

All Board members and Senior Management Personnel have affirmed in writing their compliance with and adherence to the code of conduct adopted by the Company for FY23.

The CMD declaration in accordance with Para D of Schedule V to the SEBI Listing Regulations, certifying compliance to the above, is annexed to this report as Annexure 10.

A certificate as per Regulation 33 read with Regulation 17 of the SEBI Listing Regulations, jointly signed by the CMD and the Chief Financial Officer of the Company certifying the financial statements for the financial year ended March 31, 2023, is annexed to this report as Annexure 10.

Further, a certificate from Agarwal S. & Associates, Practicing Company Secretaries, on compliance with corporate governance norms under the SEBI Listing Regulations forms part of this Report as Annexure 11.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to promoting a work environment that ensures every employee is treated with dignity, respect and provided equitable treatment regardless of gender, race, social class, disability, or economic status. We priortize providing a safe and conducive work environment for our employees and associates. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a policy on prevention, prohibition, and redressal of sexual harassment of women at workplace.

An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period under review, the Company organised workshops and awareness programs at regular intervals to generate awareness about the policy, reporting mechanism and prevention of sexual harassment at the workplace and acquaint all employees with the provisions of the Act.

During the FY23, the Company has not received any complaint pertaining to sexual harassment and hence no compliant is outstanding as on March 31, 2023. The Company has filed an Annual Report with the concerned Authority in the matter.

RESEARCH AND DEVELOPMENT

Your Company is not directly involved in any Research and Development activities and hence no expenditure on research and development has been incurred.

FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits under Section 73 of the Act during the year and as such, no amount on account of principal or interest related thereto was outstanding as on the date of the Balance Sheet i.e., March 31, 2023.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the FY23, there were no material and significant orders passed by the Regulators or Courts or Tribunal.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

MAINTENANCE OF COST RECORDS

The provision of Section 148 of the Companies Act,

2013 and Companies (Cost Records and Audit) Rules,

2014 (as amended from time to time) is not applicable on the Company.

OTHER INFORMATION

i. Proceeding under Insolvency and Bankruptcy Code, 2016 (“IBC Code"): The Company has neither made any application nor any proceeding is pending under the IBC Code during FY23.

ii. The Company has not made any one-time settlement during the FY23 with Banks or Financial Institution.

ACKNOWLEDGMENT

We would like to place on record our sincere gratitude to the Ministry of Power, Central Electricity Regulatory Commission (CERC) Members, State Electricity Regulatory Commissions (SERCs) Members, Central Electricity Authority (CEA), National Load Despatch Centre (NLDC), Regional Load Despatch Centers (RLDCs), State Load Despatch Centers (SLDCs), Stock Exchanges and its members, Financial Institutions, Shareholders, Bankers, Depositories, Registrar and Transfer Agents (RTA), and Business Associates for their continued support during the year.

We also wish to place on record our deep appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their dedicated services, hard work, cooperation and firm commitment to the goals & vision of the Company. We look forward to continued support of all these partners in the future.

For and on behalf of the Board of Directors Indian Energy Exchange Limited

Sd/-

Satyanarayan Goel

Place: Noida Chairman & Managing Director

Date: 27 July 2023 DIN: 02294069

1

Renewable Energy: Promoting renewable

energy by creating opportunities for access and awareness.

---

Mar 31, 2022

Your Directors have the pleasure in presenting the 16th (Sixteenth) Annual Report of the Company, together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors'' Report for the financial year ended 31 March 2022.

FINANCIAL RESULTS

The Standalone and the Consolidated Financial Statements for the financial year ended 31 March 2022, forming part of this Annual Report, have been prepared in accordance with the Companies Act, 2013 (the “Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'').

The Company''s financial performance for the year ended 31 March 2022, is summarised below:

			(Amount	in ^ lakh)
	Standalone		Consolidated
Particulars	FY22	FY21	FY22	FY21
Revenue from operations	42,554.94	31,711.38	43,103.51	31,785.06
Other Income	5,232.81	4,027.17	5,336.67	3,838.04
Total Revenue	47,787.75	35,738.55	48,440.18	35,623.10
Less: Total Expenditure	7,827.09	7,559.02	8,658.24	8,578.17
Profit before share of profit of associates, exceptional items and tax	39,960.66	28,179.53	39,781.94	27,044.93
Share in profit of associate	-	-	144.27	-
Profit before tax and exceptional items	39,960.66	28,179.53	39,926.21	27,044.93
Exceptional items (Profit on loss of control of subsidiary)	-	-	597.77	-
Profit before tax	39,960.66	28,179.53	40,523.98	27,044.93
Less: Provision for Tax	9,709.44	6,830.71	9,660.40	6,501.81
Profit after tax (a)	30,251.22	21,348.82	30,863.58	20,543.12
Other comprehensive income for the year, net of income tax (b)	11.25	25.46	9.45	18.72
Total comprehensive income for the year (A B)	30,262.47	21,374.28	30,873.03	20,561.84
Profit for the year attributable to:
Shareholders of the Company	30,251.22	21,348.82	30,925.55	20,609.33
Non-controlling interests	-	-	(61.97)	(66.21)
Earnings per equity share [face value f1/- per share]
Basic (?)*	3.38	2.38	3.45	2.30
Diluted (?)*	3.38	2.38	3.45	2.30

* During the current year, the Company has issued 599,113,022 equity shares of Re.1 each as fully paid-up bonus shares in the ratio of 2 (Two) equity share for every 1 (One equity share outstanding on the record date i.e. 6th December 2021. EPS of current and previous period have been restated accordingly.

ON STANDALONE BASIS

Your Company''s standalone revenue was g 47,787.75 lakh against g 35,738.55 lakh in the previous year. Profit before tax stood at g 39,960.66 lakh in FY22 against g 28,179.53 lakh in FY21; profit after tax for FY22 was g 30,251.22 lakh compared to g 21,348.82 lakh in the previous year.

Your Company has sustained and maintained its leadership position in the power exchange industry in India during the FY22.

CONSOLIDATED REVENUES

The consolidated financials of the Company include financials of Indian Gas Exchange Limited (IGX). IGX was the subsidiary of IEX till 16 January 2022. With effect from 17 January 2022, IGX has become an associate of IEX. As on 31 March 2022, Indian Energy Exchange holds 47.28% stake in Indian Gas Exchange.

Consolidated statement of profit and loss includes income and expenses of IGX consolidated on a line by line basis till it was a subsidiary (16 January 2022). Post loss of control (w.e.f. 17 January 2022), assets and liabilities of IGX were derecognised from the consolidated financial statements and thereafter retained interest in IGX has been accounted for as an associate using equity method.

The Company''s consolidated revenue is g 48,440.18 lakh in FY22 in comparison with g 35,623.10 lakh in FY21. The Company''s profit after tax increased from g 20,543.12 lakh in FY21 to g 30,863.58 lakh in FY22 (which includes one time gain of g 597.77 lakh resulting due to loss of control in IGX during the current year).

Highlights of Company''s performance are discussed in detail in the Management Discussion and Analysis Report (mda), included in Annual Report as required under Schedule V of the Listing Regulations.

COVID-19

During the financial year 2022, we continued to navigate the challenges of the COVID-19 pandemic, which has continued to cause unprecedented levels of disruption around the globe. Your Directors are happy to share that there has been no impact of Covid on the business operations of the Company and the Company continued its operations 24X7 seamlessly.

During the period April 2021 to March 2022, keeping in mind employees'' safety and wellbeing, the Company carried out operations remotely as and when required on account of COVID-19 outbreak. While functioning remotely, all the possible measures were taken to ensure that the data security and integrity were strictly adhered to as per the provisions of Power Market Regulations, 2021.

COVID - 19 MITIGATION

The outbreak of the COVID-19 pandemic around the world had a destabilising impact on businesses. As a responsible and resilient Company, we worked to mitigate the effects of the crisis with agile responses.

As reports of the spread of Corona Virus started coming in, the Company enhanced its efforts to protect the health of its employees.

The following measures were put in place to protect our employees'' health:

• Reinforced safe behaviour across our locations by limiting the size of gatherings/meetings and avoiding external visitors to the premises, besides asking employees to avoid in-person meetings and encouraging video conference.

• Security personnel at all our offices were provided infrared non-contact temperature sensors to screen all employees and visitors entering the premises.

• High contact areas like elevator buttons, door handles, handrails, bathroom taps etc. were sanitised at regular intervals.

• Provided reimbursement of the vaccination costs for all our employees, their spouses, children and parents.

• Employee Well-Being sessions were held to keep up the morale of the employees which included sessions on Anxiety & Stress Management, Music Therapy, Meditation etc.

Further, in line with the Company''s philosophy to extend all possible support to its employees in challenging times like the current pandemic, your Company announced an ''IEX Bereavement Policy'' to provide much needed support to the employees'' family in the event of any untimely loss of employees'' life due to Covid.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report (“MDAR") for the year under review, as prescribed under Part B of Schedule V read with Regulation 34 of the Listing Regulations, is presented in a separate section, forming part of this report.

Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

DIVIDEND

Pursuant to Regulation 43A of Listing Regulations, your Company has a well-defined Dividend Distribution Policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company. The policy is available on the website of the Company and can be accessed through the following web link:

https://www.iexindia.com/pdf/Dividend%20Distribution%20

Policy.pdf

Interim Dividend:

The Board of Directors of the Company have paid an interim dividend of 51/- (100%) per equity share of face value of 51 each for the financial year ended 31 March 2022. The total payout was of 5 8,986.69 Lakh towards interim dividend. The Company had deducted tax at source (TDS) at the time of payment of dividend in accordance with the provisions of the Income Tax Act, 1961.

Final Dividend:

Your Directors are pleased to recommend a final Dividend of 5 1/- per equity share of face value of 5 1 each for the year ended 31 March 2022. The Final Dividend, subject to the approval of Members at the Annual General Meeting on Friday, 2 September 2022, will be paid within the time period stipulated under the Companies Act, 2013 (subject to deduction of Tax at source). The total outflow on account of proposed final dividend aggregates to 5 8,986.69 lakh.

The aggregate dividend for the financial year ended 31 March 2022 will amount to 52 per share of 51 each fully paid up equity share (being 200%).

TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the General Reserves account for the year under review.

SHARE CAPITAL

Issue of Bonus Equity Shares:

During the year the Company has allotted 59,91,13,022 (Fifty-Nine Crore Ninety-One Lakh Thirteen Thousand and Twenty-Two) fully paid up Bonus Equity Shares of Face Value of 51 each in the proportion of 2 (Two) Bonus Equity Share(s) of face value of 51 each for every 1(One) Equity Share of face value of 51 each pursuant to the approval of shareholders on November 25, 2021, through postal ballot (remote e-voting).

Consequently, the issued, subscribed and paid-up share capital of 5 29,95,56,511 (Twenty Nine Crore Ninety Five Lakh Fifty Six Thousand Five Hundred Eleven) consisting of 29,95,56,511 (Twenty Nine Crore Ninety Five Lakh Fifty Six Thousand Five Hundred Eleven) Equity Shares of face value of 51 each as on 31 March 2022, was increased to 5 89,86,69,533 (Rupees Eighty-Nine Crore Eighty Six Lakh Sixty-Nine Thousand Five hundred Thirty three only) consisting of 89,86,69,533 (Eighty-Nine Crore Eighty Six Lakh Sixty-Nine thousand Five hundred Thirty-three) Equity Shares of face value of 51 each.

The bonus shares were allotted by capitalizing the Free Reserves and Capital Redemption Reserves of the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Increase in Authorized Share Capital:

The said issue of bonus shares required an increase in the Authorized Share Capital of the Company. Accordingly, the members of the Company on 25 November 2021, approved the increase in the Authorized Share Capital of the Company from 5 40,25,00,000 (Rupees Forty Crore Twenty Five Lakh only) consisting of 40,25,00,000 (Forty Crore Twenty Five Lakh) Equity Shares of 51/- (Rupee One) each to 5 1,00,00,00,000/- (Rupees One Hundred Crore only) consisting of 1,00,00,00,000 (One Hundred Crore) Equity Shares of 51/- (Rupee One) each.

Apart from the above, there were no changes in the Share Capital during the Financial Year under review. The Company has, neither issued any equity shares with differential voting rights nor any shares (including

sweat equity shares) to any of its employees under any scheme except the shares issued under the IEX ESOP Scheme 2010 & IEX RSU Scheme 2019 as disclosed on the website of the Company pursuant to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report.

The Board of Directors of the Company has also formulated a ''Corporate Social Responsibility Policy'' (CSR Policy) based upon the recommendations of the CSR Committee. Your Company has undertaken various CSR activities during the year, with an aim to address issues in the ambit of environmental sustainability, economic empowerment and social development by adopting an integrated, holistic and need-based approach.

The Company has identified following focus areas for CSR engagement:

• Arts, Culture and Heritage: Contributing to protection of national heritage, art and culture.

• Health and Development: Supporting socioeconomic development of underprivileged communities through improved access to livelihoods, sanitation, water, healthcare and education.

• Renewable Energy: Promoting renewable energy by creating opportunities for access and awareness.

• Women Empowerment: Endeavouring to integrate the cause of women empowerment while designing the projects.

• Disaster Response: Contributing to relief and rehabilitation measures in disaster-affected parts of country.

The composition of the CSR Committee, CSR Policy and CSR initiatives of the Company are placed on the Company''s website at www.iexindia.com and the Annual CSR Compliance Report pursuant to Section 135 of the Companies Act, 2013 is appended as Annexure 1 to this report.

HUMAN RESOURCE DEVELOPMENT

At IEX, we keep employees at the core of everything that we do. Our employees are our strength and key differentiators. We ensure strong bond with our employees, our highly committed and engaged employees continuously deliver growth for the organization, by creating value for the customers.

Our culture is founded on our core values of “Excellence, Customer Centricity, Integrity, Respect & Trust, and Team Work".

We are committed and focused on fostering a strong learning culture in the organization by continuously investing in competence and leadership development of the employees through enhancement of functional/ technical and behavioral/soft skills.

In line with the above, we imparted training programs on areas like Power BI, Blockchain, C , International Power Market to name a few. Additionally, many short

duration online courses were made available to the employees through our online training initiative called ''Mindful Minutes''. On the leadership area, we had organized a customized Leadership Development program ''I-Lead'' in collaboration with Indian School of Business (ISB) for our middle and senior level leaders. We also conducted a leadership training program for our emerging leaders through a prestigious training organization.

Our strategy is a combination of developing internal talent and hiring best of talent externally. The objective is to create complimentary skills in both domain and external/sector experience.

We believe in open and transparent work culture that places adequate emphasis on employee experience, feedback and suggestions. We have regular employee engagement activities including interactions with the leaders of the organization through various forums. We initiated an internal employee satisfaction survey- VolEX to identify and leverage on our strength areas as well as focus on improvement areas. The objective of this initiative was continuous improvement to become employer of choice.

In addition, forums such as weekly and monthly meeting, quarterly All Hands Meet , skip level meetings, and departmental meetings provide opportunities for employee interaction with the management.

EMPLOYEE STOCK OPTION PLAN (ESOP) AND RESTRICTED STOCK UNIT

(rsu)

IEX Employees Stock Option Plan 2010 ("IEX ESOP Scheme 2010")

Your Company has IEX ESOP Scheme 2010, to motivate and instil a sense of ownership among its employees. The Company''s ESOP scheme is administered through a Trust route, which acts as per instructions of the Nomination and Remuneration Committee of the Company. During the year under review, the Company made fair adjustment in the number of options and to the exercise price in view of Bonus Issue of the Company.

The details of the IEX ESOP Scheme 2010, including terms of reference, and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company''s website, at https:// www.iexindia.com/pdf/01 08 2022Disclosure%20 Pursuant%20to%20SEBI%20(SBEB%20&%20SE)%20 Regulations.%202021%20for%20the%20FY21-22.pdf.

Indian Energy Exchange Limited Restricted Stock Unit Scheme 2019 ("IEX RSU SCHEME 2019")

Your Company has ''Indian Energy Exchange Limited Restricted Stock Unit Scheme 2019'' with a view to attract and retain key talents working in the capacity of senior management with the Company, by way of rewarding their performance and motivating them to contribute to the overall corporate growth and profitability. The Scheme is administered directly by the Nomination and Remuneration Committee (“NRC") of the Company.

The details of the IEX RSU Scheme 2019, including terms of reference, and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company''s website, at https:// www.iexindia.com/pdf/01 08 2022Disclosure%20 Pursuant%20to%20SEBI%20(SBEB%20&%20SE)%20 Regulations.%202021%20for%20the%20FY21-22.pdf-

The details of the IEX ESOP Scheme 2010 and IEX RSU Scheme 2019 form part of the Notes to accounts of the financial statements in this Annual Report.

Further, the Company has obtained a certificate from the Secretarial Auditors of the Company certifying that the IEX ESOP Scheme 2010 and IEX RSU Scheme 2019 have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the members. The certificate will be placed at the ensuing Annual General Meeting for inspection by the members.

TECHNOLOGY ABSORPTION

Since the inception in the year 2008, the Indian Energy Exchange has believed in technology innovation as a key differentiating factor and has adopted the best-in-class technology, and it continues to be so even today. Our technology vision is to architect next-generation technology and digital enterprise solutions that enable us to shape the development of competitive, transparent, and robust energy markets in the country.

Innovation, a nd strong technology backbone have indeed enabled us to build continued trust with our robust ecosystem of almost 7,000 participants including 60 distribution utilities, 500 generators, 1500 renewable participants and 4600 open access consumers as well as provide them with the best-in-class seamless customer centric services.

We continually invest efforts and resources in technology to elevate its ease, 24*7 availability, reliability, security and provide the best-in-class experience. We have endeavoured to advance technology architecture both at Exchange as well as Enterprise levels. Over the years, we have successfully transitioned from monolithic auction software to a more modular service-based architecture connected through open Application Programming Interface (API) connecting Exchange trading system with Members and National Load Despatch Centre (NLDC) in an efficient manner. Additionally, we also transitioned to more agile technology architecture having incorporated tools like Jira, and CI/CD pipelines that allow us to adapt to the changes very swiftly. The technological transition has been aptly supported with cultural transformation, including implementation of a comprehensive training program on new technologies for the Exchange Technology team. Similarly, implementation of Mixed-Integer Linear Programming (MILP) based Exchange technology matching algorithm, at par with the global best solutions, has enabled us to introduce complex bids to support our market participants in meeting their requirements in a dynamically evolving renewablecentric scenario. Also, in addition to API based integration between the Clearing and Settlement System and SAP system going live in the current year, we have carried out various improvements (including Document Management System, etc.) to the SAP system, to make it more effective and beneficial.

Our relentless focus on customer centricity coupled with the best-in-class technology, a focused and dedicated team, and tech partnerships with local and global companies, indeed sets us apart. We started the year enhancing customer experience by commencement of web-based platform, to provide digital registration, data insights and analytics to our customers offering greater efficiency in their exchange-based procurement. Post multiple feedback from our customers we also provided a seamless bidding experience and minimizing manual interventions through Application Programming Interface (API) for the Real-Time Market. We also undertook system integration with our Clearing Banks which has been enabling faster financial transactions with our customers. Going forward, we plan to adopt API based solutions for all market segments as well as adopt new technologies such as Robotic Process Automation (RPA) to eliminate human dependency in market operation processes.

To ensure high availability and 100% uptime, IEX trading system has three layers of redundancy

on the network layer to allow for more flexible communication with NLDC. The exchange system is built on a virtualized environment with hardware redundancy at the machine level for high availability, and further redundancy built into the software even at the task level. Backup systems are also at hand to automatically take over in a matter of seconds in the case of a failure in any of the RTM processes. Our systems are built with an auto-healing concept based on extensive monitoring which ensures that in case of failure, the system recognizes the problem a-d automatically triggers a fallback process with minimal manual intervention, thus minimized downtime.

With so many Technology innovations in FY22, we are now set to take the next leap. We plan to enhance our API footprint and integrate with many more customers. We will invest even more on a Web Based Platform and provide Financial Reconciliation and even Bidding on our Platform. We continue to invest in Security and will enhance our monitoring with state-of-the-art security solutions. With new products like Long Duration Contracts and technology enhancements we strive to stay ahead and fulfill our technology vision of creating a customer centric energy marketplace through efficient and state of the art Technology Solutions.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Indian Gas Exchange Limited (“IGX") was the Subsidiary of the Company till 16 January 2022, and w.e.f. 17 January 2022, its status changed from Subsidiary to Associate of the Company on account of divestment of 4.93% stake in IGX to Indian Oil Corporation Limited (A Government of India Undertaking). As on 31 March 2022, IGX was the only Associate of your Company.

IGX is India''s first automated national level Gas Exchange which works towards promoting and sustaining an efficient and robust Gas market and to foster gas trading in the country. The exchange features multiple buyers and sellers to trade in spot and forward contracts at designated physical hubs. IGX is a neutral and transparent marketplace where both buyers and sellers trade Gas as the underlying commodity.

The Consolidated Financial Statements of the Company and its Subsidiary/Associate are prepared in accordance with the applicable accounting standards, issued by the Institute of Chartered Accountants of India, and forms part of this Annual Report. Pursuant to the provisions of Section 129(3)

of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of IGX in Form AOC-1 is attached to this Report as Annexure 2.

RELATED PARTY TRANSACTIONS

All related party transactions during FY22 were at arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act, the SEBI Listing Regulations and the Company''s Policy on Related Party Transactions. All these transactions were reviewed and approved by the Audit Committee/the Board of Directors of the Company.

The Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material, or which may have potential conflict with the interest of the Company, hence there is no information to be provided as required under section 134(3) (h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, a nil disclosure of Related Party Transactions is annexed with this Report in Form AOC-2 as Annexure 3.

All the Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis. All Related Party Transactions are subjected to an independent review by the Statutory and Secretarial Auditors of the Company to establish compliance with the requirements of Related Party Transactions under the Act and Listing Regulations.

Members may refer to Note No. 45 of the Standalone financial statement which sets out related party disclosures pursuant to Ind AS.

Your Company has formulated the policy on materiality of related party transactions and dealing with related party transactions which has been amended from time to time to comply with the necessary amendments of various enactments of law. The Policy is uploaded on the website of the Company and can be accessed through the following web link:

https://www.iexindia.com/pdf/IEX POLICY ON MATERIALITY AND DEALING WITH RELATED PARTY TRANSACTIONS.pdf

The Policy intends to ensure that proper approval, reporting and disclosure processes are in place for all transactions between the Company and related parties. This Policy specifically deals with the review and approval of Material Related Party Transactions

keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has a well-diversified Board comprising of Directors having skills, competencies and expertise in the areas of Finance, Strategy Planning & Policy Development, Information Technology, Governance, Risk and Compliance etc. to ensure effective corporate governance and sustained commercial success of the Company.

The Nomination and Remuneration Committee (''NRC'') is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, operations, financial condition and compliance requirements.

The Board has also reviewed the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company which are mapped with each of the Directors on the Board. The same is disclosed in the Corporate Governance Report forming part of the Annual Report.

As on 31 March 2022, the Board comprised of 6 (Six) Directors, out of which 3(Three) were Non-Executive Independent Directors including 1 (One) Woman Independent Director, 2 (Two) Non-Executive NonIndependent Directors and 1(One) Executive Director.

A. Changes in Directors

During the year under review, there was no change in Directors of the Company.

Post completion of FY22, the Board of your Company has appointed Mr. Rajeev Gupta (DIN:00241501), as an Additional Director designated as Non-Executive Independent Director with effect from April 27, 2022, and his appointment as Independent Director was subject to shareholders approval. The shareholder approval was sought through postal ballot (e-voting) and as per the outcome of the postal ballot the shareholders did not approved his appointment. Accordingly, Mr. Rajeev Gupta ceased to be the Director of the Company with effect from July 17, 2022.

Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the

Company, Mr. Gautam Dalmia (DIN: 00009758), NonExecutive Director of the Company will be retiring by rotation at the forthcoming Annual General Meeting (AGM) and being eligible offers himself for reappointment.

Necessary resolutions for re-appointment of aforesaid Director have been included in the Notice convening the ensuing AGM and details of the proposed reappointment are mentioned in the explanatory statement of the Notice.

B. Change in KMPs

During the year under review, there were no change in the KMPs of the Company.

The Key Managerial Personnel of the Company as on 31 March 2022, are Mr. Satyanarayan Goel, Chairman & Managing Director and Mr. Vineet Harlalka, Chief Financial Officer, Company Secretary and Compliance Officer.

During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them, if applicable, for the purpose of attending Board/Committee meetings of the Company.

C. Declaration by Independent Directors

As on 31 March 2022, Ms. Sudha Pillai, Prof. Kayyalathu Thomas Chacko, Mr. Tejpreet Singh Chopra were the Independent Directors on the Board of your Company in terms of Section 149 of the Act and Regulation 16 of the Listing Regulations. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Rules made thereunder, Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the CERC (Power Market) Regulations,2021.

In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based upon the declarations received from the Independent Directors, the Board of Directors have confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and Senior management personnel formulated by the Company.

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to enrolment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along with declaration made under Section 149(7) of the Act.

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management.

D. Meetings of Board / Committees

During the year 7(Seven) Board Meetings were held, the composition and the details of the meetings of the Board and its Committees held during the year and the attendance of the Directors thereat is set out in the Corporate Governance Report, forming part of the Annual Report.

E. Policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director.

The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted the Policy to Promote Diversity on the Board of Directors, which is provided in Annexure 4 to this Report and Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company, which is reproduced in Annexure 5 to this Annual Report.

The details of the Policy are made available on the Company''s website at www.iexindia.com.

F. Statement on Annual Evaluation made by the Board of Directors

Your Company believes that the process of performance evaluation at the Board level is essential to its Board engagement and effectiveness. The Performance Evaluation Policy of the Company is duly approved by the Board and Nomination and Remuneration Committee of the Company. In line with the Performance Evaluation Policy of the Company, Annual Performance Evaluation was carried out for all the Board Members, for the Board and its Committees with specific focus on performance and effective functioning of the Board and its Committee.

Pursuant to the provisions of the Companies Act, 2013, the SEBI (LODR) Regulations, 2015 and the Guidance Note on Board Evaluation issued by SEBI in January 2017, a structured questionnaire was prepared and reviewed by the Nomination and Remuneration Committee (NRC) after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the composition of committees, terms of reference of committee, effectiveness of committee meetings, etc. The above criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5 January 2017.

The Nomination and Remuneration Committee (NRC) reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a subsequent Board meeting, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

A statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board Committees has been made and the criteria for the same are set out in Annexure 6 to this Annual Report.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman & Managing Director of the Company was evaluated, taking into account the views of the Non-Executive Directors and Executive Director.

G. Particulars of Key Managerial Personnel and Employee Remuneration

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 7.

A statement showing the names and particulars of the employees falling within the purview of Rule 5(1) of the aforesaid Rules are provided as part of this Annual Report as Annexure 8. None of the employees listed in the said Annexure are related to any Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY22.

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, state that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, if any;

ii. They have selected appropriate accounting

policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year 2022;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

v. They have laid down proper Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORTING OF FRAUD BY AUDITORS

During the year, under section 143(12) of the Companies Act 2013, neither the Internal Auditors, Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee or the Board of the Company any fraud by its officers or employees therefore no details are required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL & ITS ADEQUACY

As per Section 134(5) (e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. Accordingly, the Company has a well-established internal control framework including proper delegation of authority, policies and procedures, defined various internal controls, risk based internal audits, risk management framework and whistle blower mechanism, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal

policies, applicable laws, regulations and protection of resources and assets.

The entity level policies include anti-fraud policies (like code of conduct, conflict of interest, confidentiality and whistle blower policy) and other polices (like organization structure, HR policy, IT security policy and business continuity and disaster recovery plan). The Company has also defined Standard Operating Procedures (SOP) for each of its processes.

The Audit Committee of the Company periodically reviews and recommends the unaudited quarterly financial statements and also the annual audited financial statements of your Company to the Board for approval.

The Company maintains appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business, including adherence to Company''s policies, monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition, prevention and detection of frauds and errors accuracy and completeness of accounting records, and the timely preparation of reliable financial information. The Internal control system is improved and modified on an on-going basis to meet the changes in business conditions, accounting and statutory requirements.

The external and internal auditors review the effectiveness and efficiency of these systems and procedures on regular basis to ensure that all the assets of the Company are protected against any loss and that the financial and operational information is accurate and complete in all respects. The Audits are conducted on an ongoing basis and significant deviations, if any are brought to the notice of the Audit Committee following which corrective action is recommended for implementation. All these measures facilitate timely detection of any deviations /irregularities and early remedial steps.

During the year, the defined controls were tested and no observation on reportable material weakness in design and effectiveness was found.

During the year no fraud has been reported by the Auditors to the Audit Committee or the Board of the Company.

FOREIGN EXCHANGE EARNING AND OUTGO

The particulars of Foreign Exchange Earnings and

outgo during the year under review are furnished hereunder:

Foreign Exchange Earning	Nil
Foreign Exchange Outgo	f 397.42 lakh

RISK MANAGEMENT POLICY

Your Company being an exchange has adequate risk management systems and procedures operating within the organization. The Company has a Risk Assessment and Management Committee headed by an independent director which reviews the risk management framework and process of the organization on half yearly basis as per Regulation 26 of the CERC (Power Market) Regulations, 2021 and submits its report to the CERC. The Company has a Chief Risk Officer and put in place a risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions.

In addition, your Company has also devised and implemented a comprehensive ''Risk Management Policy'' which provides for identification, assessment and control of risks that the Company would face in the normal course of business and mitigation measures associated with them. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. Under the said policy and in compliance with the Listing Regulations the Board has an ''Enterprise Risk Management Committee'' (''ERMC'') to review and analyse various internal and external risks including activities related to cyber security and monitor risk mitigation steps to counter these risks.

In addition to above, the Audit Committee of the Board has additional oversight in the area of financial risks and controls. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuous basis.

For more details, please refer Management Discussion and Analysis of this Report.

WHISTLE BLOWER & ANTI-FRAUD POLICY

Your Company believes in the conduct of its business affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, ethical behaviour and prudent commercial

practices and is committed to comply with all applicable laws, rules and regulations.

Your Company has established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower & Anti-Fraud Policy of the Company, which is in compliance with the provisions of Section 177 of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Listing Regulations.

The Policy provides for:

• a mechanism wherein the Directors and the Employees can report their genuine concerns about the unethical behaviour, actual or suspected fraud or violation of the Company''s Code of conduct.

• adequate safeguards against victimization of persons who use this Mechanism; and

• direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company.

The Whistle Blower & Anti-fraud Policy is uploaded on the website of the Company and can be accessed through the following web link:

https://www.iexindia.com/pdf/whistle%20Blower%20

Anti%20Fraud%20Policy.pdf

Your Company hereby affirms that no person has been denied access to the Chairman of the Audit Committee and no complaints were received during the year.

CONSERVATION OF ENERGY

Though the operations of your Company are not energy intensive, your Company has taken, inter alia, following measures to reduce energy consumption:

• Regular and preventive maintenance for Company''s heating, venting and air conditioning (HVAC) equipments and systems.

• Encouraging employees to suggest innovative ideas to cut down the energy costs.

• Switched from conventional lighting systems to using energy-efficient lightning in office.

• Selecting and designing offices to facilitate maximum natural light utilisation.

• Use of energy efficient computer systems and procuring energy-efficient equipments.

• Use of cloud based virtual servers to increase energy efficiency and data security.

As an on-going process, your Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

During the FY22, your Company has not given any loans, guarantees or provided any security to any Body Corporate as specified under Section 186 of the Companies Act, 2013.

All the Investments of your Company are in Bank FDs, Tax Free Bonds, Debt based liquid and liquid plus terms products, Fixed Maturity Products (FMPs), Arbitrage Mutual Fund schemes, Commercial Papers (CPs), Market Linked Debentures (MLDs) and InvITs units only, the details of which are provided in Note 6, 7, 10 and 13 to Standalone Financial Statement for the year ended 31 March 2022.

Further, your Company''s investment in Indian Gas Exchange Limited (IGX), Associate company, as on 31 March 2022, is ^ 35,46,00,000/- (^Thirty-Five Crore Forty-Six Lakh)

STATUTORY AUDITORS

M/s B S R & Associates LLP, Chartered Accountants, (Firm Registration No. 116231W/W-100024), the Statutory Auditors of the Company were appointed at the 13th Annual General Meeting of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the 18th Annual General Meeting of the Company.

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

AUDITORS'' REPORT

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act.

The Auditors'' Report for financial year 2022 does not contain any qualification, reservation or adverse remark or disclaimers. The Auditors'' Report is enclosed with the financial statements in this Report. The Statutory Auditors were present in the last AGM.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mohd. Nazim Khan, Designated Partner of M/s MNK and Associates LLP, Company Secretaries, New Delhi, as Secretarial Auditors of the Company to conduct the Secretarial Audit for Financial Year 2022.

The Secretarial Audit report for the financial year 31 March 2022 in Form No. MR-3 is annexed as Annexure 9 to this Report.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit report does not contain any qualification, reservation, or adverse remark.

SECRETARIAL STANDARD DISCLOSURE

During the FY22, the Company has complied with the provisions of applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Act, the draft annual return for FY22 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be accessed using the link:

https://www.iexindia.com/AGM EGM notice.aspx-?id=%2fVFcZM3gBs g%3d&mid = IT8b%2bZM5cBA%3d

BUSINESS RESPONSIBILITY REPORT (BRR)

As per Regulation 34 of the Listing Regulations, the Business Responsibility Report (BRR) describing the initiatives taken by Company from an environmental, social and governance perspective is attached and is part of this Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI").

Pursuant to Corporate Governance guidelines as laid out in the SEBI (LODR) Regulations, 2015, a separate

section titled ''Corporate Governance'' has been included in this Report, as Annexure 10.

All Board members and Senior Management personnel have affirmed in writing their compliance with and adherence to the code of conduct adopted by the Company for FY22. A declaration to this effect signed by the Chairman & Managing Director of the Company is included in this Annual Report.

In terms of SEBI (LODR) Regulations, 2015 the CMD & CFO certificate of the FY22 and Declaration by CMD confirming the compliance declarations received from the Directors and the Senior Management personnel are appended as Annexure 11.

M/s MNK and Associates LLP, Company Secretaries in Practice, Delhi (Firm Registration No. L2018DE004900) have examined the requirements of Corporate Governance with reference to SEBI (LODR) Regulations, 2015 and have certified the compliance, as required under SEBI (LODR) Regulations, 2015. The Certificate in this regard is set out in this Report as Annexure 12.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place an Anti-Sexual Harassment mechanism in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period under review, the Company organised workshops and awareness programs at regular intervals to acquaint all employees with the provisions of the Act.

During the FY22, the Company has not received any complaint pertaining to sexual harassment and hence no compliant is outstanding as on 31 March 2022. The Company has filed an Annual Report with the concerned Authority in the matter.

RESEARCH AND DEVELOPMENT

Your Company is not directly involved in any Research and Development activities and hence no expenditure on research and development has been incurred.

FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits under Section 73 of the Companies Act, 2013 during the year and as such, no amount on account of principal or interest related thereto was outstanding as on the date of the Balance Sheet i.e., 31 March 2022.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the FY22, there were no material and significant orders passed by the Regulators or Courts or Tribunal.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

MAINTENANCE OF COST RECORDS

The provision of Section 148 of the Companies Act, 2013 and Companies (Cost records and Audit) Rules, 2014 (as amended from time to time) is not applicable on the Company.

OTHER INFORMATION

i. Proceeding under Insolvency and Bankruptcy Code, 2016 The Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (“IBC Code") during the Financial Year and does not have any proceedings related to IBC Code.

ii. The Company has not made any onetime settlement during the Financial Year 2022 with Banks or Financial Institution.

ACKNOWLEDGMENT

On behalf of the Directors of the Company, I would like to place on record our sincere gratitude to the Ministry of Power, Central Electricity Regulatory Commission (CERC) Members, State Electricity Regulatory Commissions (SERCs) Members and Staff, Central Electricity Authority (CEA), National Load Despatch Centre (NLDC), Regional Load Despatch Centers (RLDCs), State Load Despatch Centers (SLDCs), State Electricity Regulatory Commissions (SERCs), Power Grid Corporation Ltd. (PGCL), Stock Exchanges (NSE & BSE), Financial Institutions, Shareholders, Bankers, depositories, Registrar and Transfer Agents (RTA), Members of the Exchange and, Business Associates for their continued support.

Finally, we also wish to place on record our deep appreciation for the contribution made by all our employees and their families. Our consistent growth was made possible by their hard work, cooperation and support.

For and on behalf of the Board of Directors Indian Energy Exchange Limited

Sd/-

Satyanarayan Goel

Pl_ace: N_oid_a Chairman & Managing Director

Date: 25 July 2022 ^{DIN: 02294069}

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Mar 31, 2021

Your Directors have the pleasure in presenting the 15th (Fifteenth) Annual Report of the Company, together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors'' Report for the financial year ended March 31, 2021.

1. FINANCIAL RESULTS

The Standalone and the Consolidated Financial Statements for the financial year ended March 31, 2021, forming part of this Annual Report, have been prepared in accordance with the Companies Act, 2013 (the “Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations'').

The Company’s financial performance for the year ended March 31, 2021, is summarised below:
				(Amount in ^ lakh
	Standalone		Consolidated
Particulars	2020-2021	2019-2020	2020-2021	2019-202C
Revenue from operations	31,711.38	25,703.11	31,785.06	25,713.11
Other Income	4,027.17	4,012.11	3,838.04	4,026.95
Total Revenue	35,738.55	29,715.22	35,623.10	29,740.06
Less: Total Expenditure	7,559.02	6,936.59	8,578.17	7,178.13
Profit before tax	28,179.53	22,778.63	27,044.93	22,561.93
Less: Provision for Tax	6,830.71	4,987.02	6,501.81	4,990.14
1 Profit after tax (A)	21,348.82	17,791.61	20,543.12	17,571.7
Other comprehensive income for the year, net of income tax (B)	25.46	(40.12)	18.72	(40.12
Total comprehensive income for the year (A B)	21,374.28	17,751.49	20,561.84	17,531.67
Profit for the year attributable to: Shareholders of the Company			20,609.33	17,571.79
Non-controlling interests	-	-	(66.21)
Earnings per equity share [face value ^.1/-	per share]
Basic (^)	7.15	5.96	6.91	5.89
Diluted (^)	7.15	5.96	6.90	5.89
Your Company has sustained and maintained its leadership position in the power Exchange industry in India during the FY 20-21.

The company’s performance during Financial Year 2020-21 on a standalone and consolidated basis were as follows -

A. On standalone basis

Your Company''s standalone revenue was Rs. 35,738.55 lakhs against Rs. 29,715.22 lakhs in the previous year. Profit before tax stood at Rs. 28,179.53 lakhs in FY 21 against Rs. 22,778.63 lakhs in FY 20; profit after tax for FY 21 was Rs. 21,348.82 lakhs compared to Rs. 17,791.61 lakhs in the previous year.

B. Consolidated revenues

The consolidated financials of the Company include financials of Indian Gas Exchange (IGX), a subsidiary of Indian Energy Exchange. As on March 31, 2021, Indian Energy Exchange holds 53% stake in Indian Gas Exchange.

Since IGX was incorporated on November 06, 2019 the corresponding financial results for year ended March 31, 2020 as contained in these consolidated annual financial results comprise IGX figures for the period from November 6, 2019 to March 31, 2020 only.

Your Company''s consolidated revenue was Rs. 35,623.10 lakhs in FY 21 in comparison with Rs. 29,740.06 lakhs in FY 20. The Company''s profit after tax increased from Rs. 17,571.79 lakhs in FY 20 to Rs. 20,543.12 lakhs in FY 21.

Highlights of Company''s performance are discussed in detail in the Management Discussion and Analysis Report (MDA), included in Annual Report as required under Schedule V of the Listing Regulations.

2. COVID 19

During the last month of FY 2020, the COVID-19 pandemic developed rapidly globally thereby forcing the government to enforce complete lock-down since March 24, 2020, of almost all economic activities except essential services which were allowed to operate with limited staff strength.

For most part of the FY21, keeping in mind employees safety and wellbeing, the Company continued its operations remotely; all employees were working from Work from Home mode. There were Employee Well-Being sessions held to keep up the morale of the employees which included sessions on Anxiety & Stress Management, Music Therapy, Meditation etc. All employees were regularly connected and all support and guidance was extended to employees as needed by a Covid Support team created only for this purpose. We are also constantly pushing for vaccination of the employees and the company has agreed to bear the cost of vaccination for employees, spouse, children and parents. Further, in line with the Company''s philosophy to extend all possible support to its employees in challenging times like the current pandemic, your Company announced a Covid Bereavement Policy to provide much needed support to the employees'' family in the event of any untimely loss of employees'' life due to Covid. Your Directors are happy to share that there has been no impact of Covid on the business operations and Exchange continued its operations 24X7 seamlessly.

3. Management''s Discussion and Analysis Report

The Management Discussion and Analysis Report (“MDAR”) for the year under review, as prescribed under Part B of Schedule V read with Regulation 34 of the Listing Regulations, is presented in a separate section, forming part of this report.

Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

4. Dividend

During the year, the Company paid an interim dividend of ^2.50/- (250%) per equity share of face value of ? 1 each for the financial year 20-21. The total pay-out was of ^7,488.91 Lakhs towards interim dividend. Further, the Company has not paid any amount towards the Dividend Distribution Tax (“DDT”) for the said interim dividend, as the provisions of the Income-tax Act, 1961, (“the Act”) regarding DDT were amended by the Finance Act, 2020, and as per the amended provisions

the dividend income on or after 1st April 2020 has been made taxable in the hands of the shareholders. Accordingly, the Company deducted tax at source (TDS) at the time of payment of dividend in accordance with the provisions of the Act.

Your Directors are pleased to recommend a final Dividend of ? 1.50/- per equity share of face value of ? 1/- each for the year ended March 31, 2021 amounting to a total payout of ? 4493.34 Lakhs. The Dividend, subject to the approval of Members at the Annual General Meeting on Thursday, 2nd September 2021, will be paid within the time period stipulated under The Companies Act, 2013 (subject to deduction of Tax at source). The aggregate dividend for the year will amount to ? 4.00/- per share of ? 1/- each fully paid up (being 400%).

5. Dividend Distribution Policy

In compliance with the requirements of Regulation 43A of Listing Regulations, your Company has a well-defined Dividend Distribution Policy (“DD Policy”) that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company. The policy is available on the website of the Company and can be accessed through the following web link:

https://www.iexindia.com/pdf/Dividend%20Distribution%20

Policy.pdf

6. Transfer to Reserves

The Board of Directors of your company has decided not to transfer any amount to the General Reserves account for the year under review.

7. Changes in Share Capital

During the year under review, there was no change in the Authorized and Paid-up Share Capital of the Company. As on March 31, 2021, the Company''s subscribed and paid-up equity capital stood at ^2,995.57 Lakh divided into 299,556,511 equity shares of ?1 each.

During the year under review, the Company has, neither issued any equity shares with differential voting rights nor any shares (including sweat equity shares) to any of its employees under any scheme except as disclosed under the ESOP & RSU Annexures as part of this Report.

8. Subsidiaries, Joint Ventures or Associate Companies

As on March 31, 2021, Indian Gas Exchange Limited (“IGX”) was the only subsidiary of your Company. IGX is India''s first

automated national level Gas Exchange which works towards promoting and sustaining an efficient and robust Gas market and to foster gas trading in the country. The exchange features multiple buyers and sellers to trade in spot and forward contracts at designated physical hubs. IGX is a neutral and transparent marketplace where both buyers and sellers trade Gas as the underlying commodity.

Your Directors are pleased to share that the Petroleum & Natural Gas Regulatory Board (the “PNGRB”), being the regulator for Gas Exchanges in India, vide its letter dated December 02, 2020, has granted an authorization to IGX to set up and operate Gas Exchange as per the provisions of the Gas Exchange Regulations 2020 for a period of 25 years.

IGX was incorporated as a wholly owned subsidiary on November 6, 2019, with an initial Authorised, Subscribed & Paid up Share Capital of ^2000 Lakh & ^1000 Lakh comprising of 2,00,00,000 & 1,00,00,000 equity shares of ^10 (Rupees Ten) each, respectively.

After the Petroleum and Natural Gas Regulatory Board notified the PNGRB (Gas Exchange) Regulations 2020, the Authorized, Subscribed & Paid-up Share Capital of the IGX was increased to ^7,500 Lakh and ^7,387.50 Lakh, comprising of 7,50,00,000 & 7,38,75,000 equity shares of ^10 (Rupees Ten) each, respectively. Subsequently, with the aim of developing, strengthening and expanding the Gas market in the Country your Company divested the shareholding of IGX to various strategic partners like NSE Investments Limited, GAIL, ONGC, Adani, Torrent, etc.

The Consolidated Financial Statements of the Company and its Subsidiary are prepared in accordance with the applicable accounting standards, issued by the Institute of Chartered Accountants of India, and forms part of this Annual Report. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of IGX in Form AOC-1 is attached to this Report as Annexure 1.

The separate standalone financial statement of IGX is available on the website of the Company and can be accessed at the below web-link:

https://www.iexindia.com/Financials.

aspx?id=loJ4nYlwLcs%3d&mid=Gy9kTd80D98%3d

The Company will provide a copy of separate audited financial statements in respect of its subsidiary to any shareholder of

the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the subsidiary company.

9. Related Party Transactions

All related party transactions during FY21 were at arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act, the SEBI Listing Regulations and the Company''s Policy on Related Party Transactions. All these Transactions were reviewed and approved by the Audit Committee and the Board of Directors of the Company.

The Company had not entered into any contract / arrangement / transaction with related parties which could be considered material, or which may have potential conflict with the interest of the Company, hence there is no information to be provided as required under section 134(3) (h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, a nil disclosure of Related Party Transactions is annexed with this Report in Form AOC-2 as Annexure 2.

All the Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis. All Related Party Transactions are subjected to an independent review by the Statutory and Secretarial Auditors of the Company to establish compliance with the requirements of Related Party Transactions under the Act and Listing Regulations.

Members may refer to Note No. 46 of the Standalone financial statement which sets out related party disclosures pursuant to Ind AS.

Your Company has formulated the policy on materiality of related party transactions and dealing with related party transactions which has been amended from time to time to comply with the necessary amendments of various enactments of law. The latest Policy is uploaded on the website of the Company and can be accessed through the following web link:

https://www.iexindia.com/pdf/IEX_POLICY_ON_

MATERIALITY_AND_DEALING_WITH_RELATED_PARTY_

TRANSACTIONS.pdf

The Policy intends to ensure that proper approval, reporting and disclosure processes are in place for all transactions between the Company and related parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

10. Material changes and commitments, if any

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

11. Directors and Key Managerial Personnel

Your Company has a well-diversified Board comprising of Directors having skills, competencies and expertise in the areas of Finance, Strategy Planning & Policy Development, Information Technology, Governance, Risk and Compliance etc. to ensure effective corporate governance and sustained commercial success of the Company.

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects indepth understanding of the Company, including its strategies, operations, financial condition and compliance requirements.

The Board has also reviewed the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company which are mapped with each of the Directors on the Board. The same is disclosed in the Corporate Governance Report forming part of the Annual Report.

As on March 31, 2021, the Board comprised of Six Directors, out of which Three were Non-Executive Independent Directors including One-woman Independent Director, Two NonExecutive Non-Independent Directors and One Executive Director.

A. Changes in Directors

During the FY 20-21, there have been following changes in the position of Directors of the Company:

Appointments:

i. Mr. Satyanarayan Goel (DIN: 02294069), Chairman & Managing Director

The Company, on abrupt resignation of Mr. Rajiv Srivastava as MD & CEO of the Company on August 24, 2020, commenced the search process for new MD & CEO of the Company; however due to COVID and other factors the process could not get completed within the stipulated time frame of six months as provided under Section 203(4) of the Companies Act, 2013

to fill up the vacant position of the whole-time key managerial personnel. Considering the factor that the search for new Managing Director may take some more time till lockdown eases and things get normalize and the need of the Company to have a leader for managing the business and affairs of the Company on full time basis and to ensure compliance with Statutory requirements, the Board of Directors of the Company on recommendation of the Nomination and Remuneration Committee (NRC) appointed Mr. Satyanarayan Goel, the non Executive Chairman of the Board, as the Chairman cum Managing Director of the Company w.e.f. February 19, 2021, till the apointment of new Managing Director.

The above appointment is subject to shareholders approval and the necessary resolutions for appointment has been included in the Notice convening the ensuing AGM.

ii. Mr. Amit Garg (DIN 06385718), Non-Executive NonIndependent Director

Mr. Amit Garg was appointed as an Additional Director (NonExecutive Non-Independent Director) with effect from May 14, 2020, and his appointment was regularised in the 14^th Annual General Meeting of the Company held on August 28, 2020.

Cessations:

1. Mr. Ajeet Kumar Agarwal (DIN: 02231613), Non- Executive Non-Independent Director on the Board as the nominee of REC Limited ceased to be Director of the Company with effect from June 1, 2020, as a result of withdrawal of his nomination by the REC Limited.

2. Mr. Rajiv Srivastava (DIN: 03568897), Managing Director & CEO of the Company, resigned from the Board of the Company on August 24, 2020, due to personal reasons.

The Company places on record its appreciation and gratitude towards valuable contributions made by Mr. Ajeet Kumar Agarwal and Mr. Rajiv Srivastava during their tenure as members of the Board.

Directors liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Amit Garg Director of the Company will be retiring by rotation at the forthcoming Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

Necessary resolutions for re-appointment of aforesaid Director have been included in the Notice convening the ensuing AGM and details of the proposed re-appointment are mentioned in the explanatory statement of the Notice.

B. Change in KMP:

Following changes took place during the year:

i. Mr. Satyanarayan Goel, was appointed as the Chairman Cum Managing Director of the Company with effect from February 19, 2021.

ii. Mr. Rajiv Srivastava, ceased to be MD & CEO of the Company wef August 24, 2020 and accordingly ceased to be the KMP of the Company from that date.

Accordingly, the Key Managerial Personnel of the Company as on March 31, 2021, are Mr. Satyanarayan Goel, Chairman & Managing Director and Mr. Vineet Harlalka, Chief Financial Officer, Company Secretary and Compliance Officer.

During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them, if applicable, for the purpose of attending Board/Committee meetings of the Company.

C. Declaration by Independent Directors

In terms of Section 149 of the Act and Regulation 17 of the Listing Regulations, Ms. Sudha Pillai, Prof. Kayyalathu Thomas Chacko and Mr. Tejpreet Singh Chopra are the Independent Directors on the Board of your Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Rules made thereunder, Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the CERC (Power Market) Regulations, 2010.

In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based upon the declarations received from the Independent Directors, the Board of Directors have confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and Senior management personnel formulated by the Company.

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, along with a declaration as provided in the Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to enrolment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act.

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management.

D. Meetings of Board / Committees

During the year thirteen Board Meetings were held, the composition and the details of the meetings of the Board and its Committees held during the year and the attendance of the Directors thereat is set out in the Corporate Governance Report, forming part of this Report.

E. Shifting of Registered Office

During the year, the Company shifted its Registered Office from Unit No. 3, 4, 5 & 6, Fourth Floor, TDI Centre Plot. No. 7, District Centre, Jasola, New Delhi-110025 to First Floor, Unit No. 1.14(a), Avanta Business Centre, Southern Park, D-2, District Centre, Saket, New Delhi - 110017 and its corporate office from Unit No. 3, 4, 5 & 6, Fourth Floor, TDI Centre Plot. No. 7, District Centre, Jasola, South Delhi-110025 to Plot No. C-001/A/1, 9th Floor, Max Towers, Sector 16 B, Noida, Gautam Buddha Nagar, Uttar Pradesh - 201301 w.e.f. December 10, 2020.

F. Policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director.

The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted the Policy to Promote Diversity on the Board of Directors, which is provided in Annexure 3 to this Report and Nomination and

Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company, which is reproduced in Annexure 4 to this Report.

The details of the Policy are made available on the Company''s website at www.iexindia.com.

G. Statement on Annual Evaluation made by the Board of Directors

Your Company believes that the process of performance evaluation at the Board level is essential to its Board engagement and effectiveness. The Performance Evaluation Policy of the Company is duly approved by the Board and Nomination and Remuneration Committee of the Company. In line with the Performance Evaluation Policy of the Company, Annual Performance Evaluation was carried out for all the Board Members, for the Board and its Committees with specific focus on performance and effective functioning of the Board and its Committee.

Pursuant to the provisions of the Companies Act, 2013, the SEBI (LODR) Regulations, 2015 and the Guidance Note on Board Evaluation issued by SEBI in January 2017, a structured questionnaire was prepared and reviewed by the Nomination and Remuneration Committee (NRC) after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, terms of reference of committee, effectiveness of committee meetings, etc. The above criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Nomination and Remuneration Committee (NRC) reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a subsequent Board meeting, the performance of the Board, its Committees, and individual Directors was also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

A statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board Committees has been made and the criteria for the same are set out in Annexure 5 to this Report.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Director and NEDs.

H. Particulars of Key Managerial Personnel and Employee Remuneration

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 6.

A statement showing the names and particulars of the employees falling within the purview of Rule 5(2) and 5(3) of the aforesaid Rules are provided as part of this Report as Annexure 7. None of the employees listed in the said Annexure are related to any Director of the Company.

12. Employee Stock Option Plan (ESOP) and Restricted Stock Unit (RSU)

a. ''IEX Employees Stock Option Plan 2010’ (“ESOP 2010”)

Your Company has ESOP 2010, to motivate and instil a sense of ownership among its employees. The Company''s ESOP scheme is administered through a Trust route, which acts as per instructions of the Nomination and Remuneration Committee of the Company.

The disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, Section 62 of the Companies Act, 2013 read with Companies (Share Capital and Debenture) Rules, 2014, in connection with the ESOP Scheme 2010 details are set out in Annexure 8 to this Report.

b. ''Indian Energy Exchange Limited Restricted Stock Unit Scheme 2019’ (“IEX RSU SCHEME 2019”)

Your Company has ‘Indian Energy Exchange Limited Restricted Stock Unit Scheme 2019'' with a view to attract and retain

key talents working in the capacity of senior management with the Company, by way of rewarding their performance and motivating them to contribute to the overall corporate growth and profitability. The Scheme is administered directly by the Nomination and Remuneration Committee (“NRC”) of the Company. The Board is authorized to introduce, offer, issue and allot share-based incentives to eligible employees of the Company under this scheme. The maximum number of shares under scheme shall not exceed 6,00,000 (Six Lakh Only) equity shares. These RSUs and stock options shall be exercisable within the period as approved by the Nomination and Remuneration Committee. The exercise price of the RSUs will be equal to the par value of the shares.

There is no change in the schemes and the aforementioned schemes are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

The disclosure for IEX RSU SCHEME 2019 is set out in Annexure 9 to this Report.

Further, the Company has obtained a certificate from the statutory auditors of the Company certifying that the ESOP 2010 and IEX RSU SCHEME 2019 have been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulation, 2014 and in accordance with the resolution passed by the members. The certificate will be placed at the ensuing Annual General Meeting for inspection by the members.

13. Directors'' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY21.

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, state that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, if any;

ii. They have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year 20-21;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

v. They have laid down proper Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Reporting of Fraud by Auditors

During the year, under section 143(12) of the Companies Act 2013, neither the Internal Auditors, Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee or the Board of the Company any material fraud by its officers or employees therefore no details are required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

15. Internal Financial Control & its Adequacy

As per Section 134(5) (e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. Accordingly, the Company has a well-established internal control framework including proper delegation of authority, policies and procedures, defined various internal controls, risk based internal audits, risk management framework and whistle blower mechanism, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

The entity level policies include anti-fraud policies (like code of conduct, conflict of interest, confidentiality and whistle blower policy) and other polices (like organization structure, HR policy, IT security policy and business continuity and disaster recovery plan). The Company has also defined Standard Operating Procedures (SOP) for each of its processes.

The Audit Committee of the Company periodically reviews and recommends the unaudited quarterly financial statements and also the annual audited financial statements of your Company to the Board for approval.

The Company maintains appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business, including adherence to Company''s policies, monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition, prevention and detection of frauds and errors accuracy and completeness of accounting records, and the timely preparation of reliable financial information. The Internal control system is improved and modified on an on-going basis to meet the changes in business conditions, accounting and statutory requirements.

The external and internal auditors review the effectiveness and efficiency of these systems and procedures on regular basis to ensure that all the assets of the Company are protected against any loss and that the financial and operational information is accurate and complete in all respects. The Audits are conducted on an ongoing basis and significant deviations, if any are brought to the notice of the Audit Committee following which corrective action is recommended for implementation. All these measures facilitate timely detection of any deviations /irregularities and early remedial steps.

During the year, the defined controls were tested and no observation on reportable material weakness in design and effectiveness was found.

During the year no fraud has been reported by the Auditors to the Audit Committee or the Board of the Company.

16. Fixed Deposits

Your Company has not invited or accepted any fixed deposits under Section 73 of the Companies Act, 2013 during the year and as such, no amount on account of principal or interest related thereto was outstanding as on the date of the Balance Sheet i.e., March 31, 2021.

17. Particulars of Loans, Guarantee or Investment

During the FY 2020-21, your Company has not given any loans, guarantees or provided any security to any Body Corporate as specified under Section 186 of the Companies Act, 2013.

All the other Investments of your Company are in Bank FDs, Tax Free Bonds, Debt based liquid and liquid plus terms products, Fixed Maturity Products (FMPs), Market Linked Debentures (MLDs) and Arbitrage Mutual Fund schemes only, the details

of which are provided in Note 6,8,11 and 14 to Standalone Financial Statement for the year ended March 31, 2021.

Further, your Company''s investment in Indian Gas Exchange Limited (IGX), subsidiary company, as on March 31, 2021, is ^3,915.38 Lakh (^ Thirty-Nine Crore Fifteen Lakh Thirty-Seven Thousand and Five Hundred only).

18. Corporate Social Responsibility

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report.

The Board of Directors of the Company has also formulated a ‘Corporate Social Responsibility Policy'' (CSR Policy) based upon the recommendation of the CSR Committee. During the year under review the CSR policy was amended by the Board of the Company to align it with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. Your Company has undertaken various CSR activities during the year, with an aim to address issues in the ambit of environmental sustainability, economic empowerment and social development by adopting an integrated, holistic and need-based approach.

The Company has identified following focus areas for CSR engagement:

• Renewable Energy: Promoting renewable energy by creating opportunities for access and awareness.

• Health and Development: Supporting socio-economic development of underprivileged communities through improved access to livelihoods, sanitation, water, healthcare and education.

• Women Empowerment: Endeavouring to integrate the cause of women empowerment while designing the projects.

• Arts, Culture and Heritage: Contributing to protection of national heritage, art and culture.

• Disaster Response: Contributing to relief and rehabilitation measures in disaster-affected parts of country.

The CSR policy of the Company is placed on the Company''s website at www.iexindia.com and the Annual Report on CSR as required pursuant to Section 135 of the Companies Act, 2013 is appended as Annexure 10 to this report.

19. Conservation of Energy

Though the operations of your Company are not energy intensive, your Company has taken, inter alia, following measures to reduce energy consumption:

• Switched from conventional lighting systems to using energy-efficient lightning in office.

• Selecting and designing offices to facilitate maximum natural light utilisation.

• Use of energy efficient computer systems and procuring energy-efficient equipment''s.

• Use of cloud based virtual servers to increase energy efficiency and data security.

As an on-going process, your Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

20. Technology Absorption

India''s energy sector is at the cusp of transformation. An evident shift towards decarbonization and decentralization has been underway with increased role of renewable energy at grid connected as well as decentralised/off-grid level. There has been increased push towards adoption of technology and automation across the industries with power sector being no exception. Technology has been a key differentiating factor for IEX since inception in the year 2008. Our technology vision has been to provide the most intuitive, secure, and state of the art technology platform. We continually advance our technology infrastructure to elevate ease, reliability, security, scalability, to provide the best-in-class experience to our participants. Our integrated suite of technologies is designed to support a significant expansion of business and provide with the ability to leverage the technology base to enter new markets as well as develop new products and services rapidly and reliably.

In FY 20-21, IEX executed several initiatives for market development, ease of access, flexible products as well as facilitating market participants to benefit from the flexible procurement on strength of the tech platform. We started the year with introduction of Real Time Market (RTM) wherein buyers and sellers have the option of placing buy or sell bids for 15-minute time block in 48 auction sessions during the day with delivery of power within one hour of closure of the bid session. We worked jointly with our members to create the specifications for RTM Application programming Interface (API),which provides our members with an automated bidding experience. The Green Term Ahead Market (G-TAM) was launched in August''20 for trade in delivery based renewable energy and to facilitate obligated entities fulfil their RPO compliance. All G-TAM contracts are nationalised contracts and available with Solar and Non-solar segments. In addition to launching new products, we have also enhanced our existing products to enable our members to do more efficient bidding

through our exchange platform. We have launched two new bid types in Day Ahead Market, introduced Flexible contracts in Term Ahead Market, 15 minutes contract in Term Ahead Market, extension of market duration for Term Ahead - Daily contracts to 22 hours, and the extension of delivery period for Term Ahead - Daily contracts for T 9 to T 10 days.

At IEX, we continue to transform customer experience. In April''21, we have launched a new Web based platform that allows ease of Member Onboarding and also facilitates access to the trade reports. Features like online client registration/ update, anytime anywhere secure access for all reports, and ability for Members to provide access to clients have been provided in the Web based platform. We are working on further strengthening this platform by providing deep Data Insights to all 6000 Clients, CXO level leaders across our Customers, and Senior Stakeholders in the Power Sector. With the development of Web based platform, we also strengthened Cyber Security by improving comprehensive monitoring. We are also working on introducing another level of Web Application Firewall (WAF) security for the web-based platform. We partnered with a Belgium based company N-SIDE (which has developed the EUPHEMIA algorithm used for day ahead price discovery in the European market) to implement a Mixed Integer Linear Programming (MILP) matching algorithm to discover the uniform clearing price in our Day Ahead Market. The implementation of the MILP matching algorithm provides us the benefit to easily introduce complex bid types to effectively fulfil the changing market needs.

In addition to making continuous technology advancements in our Exchange Platform, we have also implemented key initiatives to achieve digital transformation at the Enterprise level. We have done SAP implementation at the enterprise level and have integrated our Clearing and Settlement and Membership systems with the SAP system to achieve real-time data flow and centralized reporting. We have implemented Darwinbox, a cloud based Human Resource Management System (HRMS), to digitize the HR processes at the enterprise level. We have also implemented Microsoft Power BI dashboard to provide real time and efficient data visibility to enable faster and effective business decision making. .We make continuous investment in providing best-in-class training to our team members to enable them to enhance their technical skills. The investment in training helps us to create a culture of technical innovation and excellence in our organization, and such a culture enables us to efficiently work towards realizing our technology vision of creating a customer centric energy marketplace through efficient and state of the art technology solutions.

24. Whistle Blower & Anti-Fraud Policy

Your Company believes in the conduct of its business affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, ethical behaviour and prudent commercial practices and is committed to comply with all applicable laws, rules and regulations.

Your Company has established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower & AntiFraud Policy of the Company, which is in compliance with the provisions of Section 177 of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Listing Regulations.

The Policy provides for:

a. a mechanism wherein the Directors and the Employees can report their genuine concerns about the unethical behaviour, actual or suspected fraud or violation of the Company''s Code of conduct.

b. adequate safeguards against victimization of persons who use this Mechanism; and

c. direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company.

The latest Whistle Blower & Anti-fraud Policy is uploaded on the website of the Company and can be accessed through the following web link:

https://www.iexindia.com/pdf/Whistle%20Blower%20

Anti%20Fraud%20Policy.pdf

Your Company hereby affirms that no person has been denied access to the Chairman of the Audit Committee and no complaints were received during the year.

25. Material and Significant Orders Passed by The Regulators or Courts or Tribunal

During the FY 2020-21, there were no material and significant orders passed by the Regulators or Courts or Tribunal.

26. Statutory Auditors

M/s B S R & Associates LLP, Chartered Accountants, (Firm Registration No. 116231W/W-100024), the Statutory Auditors of the Company were appointed at the 13^th Annual General Meeting of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the 18^th Annual General Meeting of the Company.

21. Research and Development

Your Company is not directly involved in any Research and Development activities and hence no expenditure on research and development has been incurred.

22. Foreign Exchange Earning and Outgo

The particulars of Foreign Exchange Earnings and outgo during the year under review are furnished hereunder:

Foreign Exchange Earning Nil

^330.04 lakh (including dividend ^{Fore,gn Exchange Outgo} pay-out of ^74.21 lakh)

23. Risk Management Policy

Your Company being an exchange has adequate risk management systems and procedures operating within the organization. The Company has a ‘Risk Management Committee'' which reviews the risk management framework and process of the organization on half yearly basis as per Regulation 25(ii) of the CERC (Power Market) Regulations, 2010 and submits its report to the CERC.

In addition, your Company has also devised and implemented a comprehensive ‘Risk Management Policy'' which provides for identification, assessment and control of risks that the Company would face in the normal course of business and mitigation measures associated with them. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. Under the said policy and in compliance with the Listing Regulations the Board has an ‘Enterprise Risk Management Committee'' (‘ERMC'') to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems and to ensure establishment of appropriate methodology, processes and systems to monitor and evaluate various internal and external risks associated with the business of the Company, including activities related to cyber security and monitor risk mitigation steps to counter these risks.

In addition to above, the Audit Committee of the Board has additional oversight in the area of financial risks and controls. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuous basis.

For more details, please refer Management Discussion and Analysis of this Report.

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

27. Auditors'' Report

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act.

The Auditors'' Report for fiscal 2021 does not contain any qualification, reservation or adverse remark or disclaimers. The Auditors'' Report is enclosed with the financial statements in this Report. The Statutory Auditors were present in the last AGM.

28. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mohd. Nazim Khan, Designated Partner, of M/s MNK and Associates LLP, Company Secretaries, New Delhi, as Secretarial Auditor of the Company to conduct the Secretarial Audit for Financial Year 2020-21.

The Secretarial Audit report for the financial year March 31, 2021 in Form No. MR-3 is annexed as Annexure 11 to this Report.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or noncompliances. The Secretarial Audit report does not contain any qualification, reservation, or adverse remark.

Further, pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015, the Secretarial Audit Report of Indian Gas Exchange Limited (“IGX”), Company''s unlisted subsidiary is annexed herewith and marked as Annexure 12 to this Report. The Secretarial Audit Report of IGX does not contain any qualification, reservation or adverse remark or disclaimer.

29. Secretarial Standard Disclosure

During the FY 2020-21, the Company has complied with the provisions of applicable secretarial standard issued by The Institute of Company Secretaries of India (ICSI).

30. Extract of The Annual Return

The extract of Annual Return as required under Section 134(3) (a) and as provided under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in the prescribed form MGT-9 is annexed to this Report as Annexure 13 and as per Section 134 (3) (a) of the Companies Act, 2013, annual return will be placed on the website of the Company at

https://www.iexindia.com/AGM_EGM_notice.

aspx?id=%2fVFcZM3gBsg%3d&mid=IT8b%2bZM5cBA%3d

31. Human Resource Development

Your Company has set ambitious growth targets and it also endeavours to become a best-in-class company. To achieve this, the Company continues its transformation that encompasses both culture and talent which is also aligned to its technology transformation.

Your Company believes in an open and transparent workplace that places adequate emphasis on employee development and strong employee connects through planned engagements. To ensure that the Company is well equipped to take on its growth objectives, we are employing a two-pronged talent strategy. Our strategy is a combination of developing internal talent and hiring best of talent externally. IEX hires professionals with experience working in top organisations. The objective is to create complimentary skills in both domain and external experience/sector experiences. Through this, we are moving towards our goal of ensuring “best-in-class” talent.

We enhance learning through regular sessions by experienced external trainers on key topics of development.

To upgrade our employees with new skills coupled with professional and personal growth, we had organised several training sessions both on behavioural and functional competencies throughout the year. The training is imparted by some of the best trainers and training organisations of the industry.

In addition, forums such as weekly and monthly meetings, All Hands meetings every quarter, skip-level quarterly meetings, off-site meetings, and departmental meetings provide opportunities for interaction. We were unable to do many physical engagements due to the pandemic.

However, during lockdown, we made sure to keep in touch with all employees through virtual team meetings and regular month end interactions. This has helped us to create an

environment of harmony where each one was able to meet colleagues virtually and share success stories and keep up the morale of employees in tough times of COVID.

In line with the Company''s philosophy to extend all possible support to its employees in challenging times like the current pandemic, your Company announced a Covid Bereavement Policy to provide much needed support to the employees'' family in the event of any untimely loss of employees'' life due to Covid.

We also organized Self Learning Initiatives wherein employees had learned new skills through online training programs, which were sponsored by the company.

32. Business Responsibility Report (BRR)

As per Regulation 34 of the Listing Regulations the Business Responsibility Report (BRR) describing the initiatives taken by Company from an environmental, social and governance perspective is attached and is part of this Report.

33. Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”).

Pursuant to Corporate Governance guidelines, as laid out in the SEBI (LODR) Regulations, 2015, a separate section titled ‘Corporate Governance'' has been included in this Report, as Annexure 14.

All Board members and Senior Management personnel have affirmed in writing their compliance with and adherence to the code of conduct adopted by the Company for FY 2020-21. A declaration to this effect signed by the Chairman & Managing Director of the Company is included in this Annual Report.

In terms of SEBI (LODR) Regulations, 2015 the CMD & CFO certificate of the FY 2020-21 and Declaration by CMD confirming the compliance declarations received from the Directors and the Senior Management personnel are appended as Annexure 15.

M/s MNK and Associates LLP, Company Secretaries in Practice, Delhi (Firm Registration No. L2018DE004900) have examined the requirements of Corporate Governance with reference to SEBI (LODR) Regulations, 2015 and have certified the compliance, as required under SEBI (LODR) Regulations, 2015. The Certificate in this regard is set out in this Report as Annexure 16.

34. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has put in place an Anti-Sexual Harassment mechanism in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the FY 2020-21, the Company has not received any complaint pertaining to sexual harassment and hence no compliant is outstanding as on March 31, 2021.

35. Maintenance of Cost Records

The provision of Section 148 of the Companies Act, 2013 and Companies (Cost records and Audit) Rules, 2014 (as amended from time to time) is not applicable on the Company.

36. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.

During the year under review the Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

37. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable

38. Acknowledgment

On behalf of the Directors of the Company, I would like to place on record our sincere gratitude to the Ministry of Power, Central Electricity Regulatory Commission (CERC) Members, State Electricity Regulatory Commissions (SERCs) Members and Staff, Central Electricity Authority (CEA), National Load Dispatch Centre (NLDC), Regional Load Dispatch Centers (RLDCs), State Load Dispatch Centers (SLDCs), State Electricity

Regulatory Commissions (SERCs), Power Grid Corporation Ltd. (PGCL), Stock Exchanges (NSE & BSE), Financial Institutions, Shareholders, Bankers, depositories, Registrar and Transfer Agents (RTA), Members of the Exchange and, Business Associates and for their continued support.

Finally, we also wish to place on record our deep appreciation for the contribution made by all our employees and their families Our consistent growth was made possible by their hard work, cooperation and support.

For and on behalf of the Board of Directors Indian Energy Exchange Limited

Sd/-

Satyanarayan Goel

Place: Noida Chairman & Managing Director

Date: 22 July, 2021 DIN: 02294069

---

Mar 31, 2018

Directors'' Report

Dear Shareholders,

The Board of Directors are pleased to present the Twelfth Annual Report of your Company along with the audited financial statements and the Auditors'' Report for the financial year ended March 31, 2018. The highlights of the financial results for the year under review are given below:

1. FINANCIAL HIGHLIGHTS

(Amount in RS, Lakhs)

Particulars	2017-18	2016-17
Operating Income	23,044.80	19,864.52
Other Income	2,562.34	3,422.66
Total Income	25,607.14	23,287.18
Less: Total Expenditure	5,607.63	5,901.98
Profit before tax	19,999.51	17,385.20
Less: Provision for Tax	6,830.99	6,027.07
Profit after tax (A)	13,168.52	11,358.13
Other comprehensive income for the year, net of income tax (B)	12.54	(1.34)
Total comprehensive income for the year (A B)	13,181.06	11,356.79
Earnings per equity share [face value H10/- per share]
Basic (H)	44.61	39.06
Diluted (H)	44.05	37.67

Your Company has sustained and maintained its leadership position in the power Exchange industry in India during the year.

Company Performance Highlights

- PAT increased by 16% from RS,11,358 Lakhs to RS,13,168 Lakhs

- Total volume traded across all market segments was 56,843 MU- an increase of ~26%. over 45,146 MU traded in fiscal year 2016-17

- Successfully transitioned and internalized Trading Technology Platform and has set up a state-of-the-art Technology Center

- Commencement of trading for ESCerts w.e.f from September, 2017.

- One Nation, One Gird, One price was realized on 268 days i.e. 73% of the days this fiscal

- Key Market highlights during fiscal 2017-18:

- 182.99 MU - highest volume traded in Day-Ahead Market (DAM) on 14th September 2017

- 44,842 MU- total electricity traded in DAM, 13% more than the previous fiscal at average Market Clearing Price (MCP) at 3.26 RS, per KWh, ~35% increase over 2.41 RS, per KWh in previous fiscal

- The purchase bids in the DAM increased by 20% indicating larger participation by the buyers while the sell bids decreased about 5% primarily due to lack of availability of coal with thermal generators

- 1373 MU traded in Term-Ahead Market (TAM), ~84% increase over 744 MU in previous fiscal

- 97% Market Share in Electricity Market with total trade of 46,215 MU

- 32.39 Lakhs RECs - highest ever traded in REC in December 2017 trading session 93.29 Lakhs - total REC trade in this fiscal ~102% increase over 46.2 Lakhs RECs in previous fiscal

- 4.50 Lakhs ESCerts - highest trade in Energy Saving Certificates (ESCerts) on Dec 19, 2017.

- 13 Lakhs ESCerts - total trade in FY18

Highlights of Company''s performance are discussed in detail in the Management Discussion and Analysis Report (MDA), included in this Annual Report as required under Schedule V of the SEBI Listing Regulations.

The MDA forms part of this Annual Report, in terms of Regulation 34 of the SEBI Listing Regulations. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

2. DIVIDEND

In compliance with the requirement of Regulation 43A of SEBI Listing Regulations, the Company has laid down a Dividend Distribution Policy, which is annexed as Annexure - I and same has been also uploaded on the Company''s website https://www.iexindia.com/ pdf/Dividend%20Distribution%20Policy.pdf

Considering the financial performance of the Company for the FY17-18 and in line with the dividend policy, your Directors have recommended a final dividend of RS,22/- per equity share (i.e 220%), on a face value of RS,10 per share aggregating to RS,6,672.30 Lakhs, subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) .

The total outflow on account of proposed final dividend and tax thereon aggregates to RS,8,043.81 Lakhs (including the Dividend Distribution Tax of RS,1,371.51 Lakhs), which would result in total payout of 61.08% of the profit after tax for the year ended March 31, 2018.

The final dividend, if approved at the ensuing AGM, will be paid to members whose names appear in the Register of Members as on record date and in respect of shares held in dematerialized & physical form, it will be paid to members whose names are furnished by the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on that date, subject to the applicable statutory provisions.

3. LISTING OF COMPANY''S EQUITY SHARES

During the year, your Company has completed the initial public offering of 6,065,009 equity shares of face value of RS,10 each at a price of RS,1,650 per equity share, through an Offer for Sale (''OFS'') of equity shares by certain selling shareholders. The equity shares of the Company were listed on BSE Limited (''BSE'') and National Stock Exchange (''NSE'') with effect from 23rd October 2017.

4. TRANSFER TO RESERVES

No amount has been transferred to General Reserve out of amount available for appropriation, during the year.

5. CHANGES IN SHARE CAPITAL

During the year under review, there was no change in the Authorized and Paid up Share Capital of the Company, as on March 31, 2018, the paid-up share capital of your Company stood at RS,3,032.86 Lakhs comprising 3,03,28,624 equity shares of RS,10/- each fully paid.

However, during the year pursuant to a resolutions passed by the Board of Directors, your Company has converted following Compulsory Convertible Preference Shares (CCPS) into Equity Shares of RS,10/- each in the ratio of 1:1 i.e. 1(one) equity share for each CCPS held in the Company

- on May 30, 2017 - 3,03,287 CCPS of face value of RS,10/- each into 3,03,287 Equity Shares of RS,10/- each,

- on September 20, 2017- 12,13,144 CCPS of face value of RS,10/-each into 12,13,144 Equity Shares of RS,10/- each.

During the year, your Company has, neither issued any equity shares with differential voting rights nor any shares (including sweat equity shares) to any of its employees under any scheme, except as disclosed under the ESOP Annexure - II as part of this Annual Report.

6. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES COMPANIES

Your company does not have any subsidiary, joint venture or associate company.

7. STATUTORY AUDITORS

The Shareholders of the Company at the eighth Annual General Meeting (AGM) held on June 24, 2014, had appointed M/s BSR & Associates LLP, Chartered Accountants, (Firm Registration No. 116231W/W-100024) as the Statutory Auditors of the Company for one term of five consecutive years i.e. up to the conclusion of 13th AGM to be held in the FY 2018-19, subject to ratification of their appointment by the members at every AGM of the Company.

However, the requirement of ratifying the appointment of Auditors at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors.

The Company has received a confirmation from the Auditors that they are not disqualified from continuing as Auditors of the Company.

8. AUDITORS'' REPORT

M/s. BSR & Associates, LLP, Chartered Accountants (FRN: 116231W/ W-100024) has audited the accounts of your Company for the FY 2017-18 and their report is annexed together with the explanatory notes therein, which is self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark

9. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s MNK & Associates (CP No. 8245), Company Secretary in Practice, Delhi to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2018.

The Secretarial Audit report for the financial year March 31, 2018 in Form No. MR-3 is annexed as Annexure - III to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has generally complied with all the applicable provisions of the Secretarial Standards.

10. INTERNAL FINANCIAL CONTROL & ITS ADEQUACY

As per Section 134(5) (e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. The Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, defined various internal controls, risk based internal audits, risk management framework and whistle blower mechanism.

The entity level policies include anti-fraud policies (like code of conduct, conflict of interest, confidentiality and whistle blower policy) and other polices (like organization structure, HR policy, IT security policy and business continuity and disaster recovery plan). The Company has also defined Standard Operating Procedures (SOP) for each of its processes.

The design, implementation and maintenance of adequate internal financial controls are such that it operates effectively and ensures the accuracy and completeness of the accounting records and their presentation gives a true and fair view of the state of affairs of the Company and are free from material misstatements, whether due to error or fraud. The operational processes are adequately documented with comprehensive and well defined Standard Operating Procedures which, also include the financial controls in the form of maker and checker being with separate individuals.

The Audit Committee of the Company, periodically reviews and recommends the unaudited quarterly financial statements and also the annual audited financial statements of your Company to the Board for approval.

The Company maintains appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business, including adherence to Company''s policies, monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition, prevention and detection of frauds and errors accuracy and completeness of accounting records, and the timely preparation of reliable financial information. The Internal control system is improved and modified on an on-going basis to meet the changes in business conditions, accounting and statutory requirements.

The external and internal auditors review the effectiveness and efficiency of these systems and procedures on regular basis to ensure that all the assets of the Company are protected against any loss and that the financial and operational information is accurate and complete in all respects. The Audits are conducted on an ongoing basis and significant deviations, if any are brought to the notice of the Audit Committee following which corrective action is recommended for implementation. All these measures facilitate timely detection of any deviations /irregularities and early remedial steps.

During the year, the defined controls were tested and no observation on reportable material weakness in design and effectiveness was found.

During the year no fraud has been reported by the Auditors to the Audit Committee or the Board of the Company.

11. WHISTLE BLOWER POLICY AND ANTIFRAUD POLICY

Your Company has in place a "Whistle Blower and Anti-fraud Policy", defined as per provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014.

Your Company believes in highest possible standards of ethical practices, moral and legal conduct of business operations and to maintain these standards, the Company encourages its Directors and employees to come forward and freely communicate their concerns about illegal or unethical practices/behavior, actual or suspected, fraud or violation of company''s code of conduct or ethic policy to the appropriate authority so that timely and speedy investigations can be undertaken and corrective action could be taken if warranted.

This Policy has been framed with a view to provide a mechanism inter alia enabling all stakeholders, including Directors, individual employees of the Company to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievance as also to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy.

The Policy provides for (a) adequate safeguards against victimization of persons who use this Mechanism; and provides (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company.

Details of the Whistle Blower and Anti-fraud Policy are made available on the Company''s website at www.iexindia.com

Your Company hereby affirms that no person has been denied access to the Chairman of the Audit Committee and no complaints were received during the year.

12. FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits under Section 73 of the Companies Act 2013 during the year and as such, no amount on account of principal or interest related thereto was outstanding as on the date of the Balance Sheet i.e. March 31, 2018.

13. HUMAN RESOURCE DEVELOPMENT

Your Company has created a favorable work environment and is focused on innovation and competencies. Your Company is future-oriented and encourages growth and development through various training and orientation programme for its stakeholders.

Your Company has in house Training Department with an aim to provide training and create awareness among Power Market Stakeholders, Exchange Members/Clients and employees of the organization. Your Company has also entered into an alliance with IIT Kanpur and Administrative Staff College of India, Hyderabad for organizing quality Trainings, serving all Power Market Stakeholders.

During the year under review, alongside the National Level Residential Programs at IIT Kanpur & ASCI Hyderabad, several refresher Trainings programme were also carried out by your Company for its Members and Clients and its employees.

Your Company believes that employees are core to competitive advantage and to keep them motivated and competitive regular training sessions are organized for the employees towards updating their technical and behavioral knowledge & skills through internal and external faculty.

Further, to retain the employees, during the year your Company has aligned the compensation packages of its employees as per market and has also revised its HR policies to make it more employees friendly.

14. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations the Business Responsibility Report (BRR) describing the initiatives taken by Company from an environmental, social and governance perspective is set out in this Annual Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

A. Changes in Directors

During the financial year 2017-18, there have been following changes in the position of Directors of the Company:

Appointment of Directors

1. Mr. Gopal Srinivasan (DIN: 00177699), who was appointed as Non-executive (Additional) Director of the Company w.e.f April 18, 2017, was regularized as a Director of the Company w.e.f July 25, 2017 by the shareholders in the 11th AGM of the Company.

2. Mr. Mahendra Singhi (DIN: 00243835), who was appointed as Non-executive (Additional) Director of the Company w.e.f May 30, 2017 was regularized as a Director of the Company w.e.f July 25, 2017 by the shareholders in the 11th AGM of the Company.

Cessation of Directors

1. Mr. Puneet Yadu Dalmia (DIN: 00022633) resigned from the directorship of the Company wef May 18, 2017.

The Company places on record its appreciation and gratitude for the valuable contributions made by him during his tenure as member of the Board.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Mahendra Singhi and Mr. Gopal Srinivasan, Directors retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Necessary resolutions for the re-appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and details of the proposal for re-appointment are mentioned in the Explanatory Statement to the Notice.

B. Declaration by Independent Directors

Mr. Dinesh Kumar Mehrotra, Prof. Kayyalathu Thomas Chacko and Mr. Vallabh Roopchand Bhanshali are the Independent Directors on the Board of your Company. Based upon the confirmation/ disclosures received from the Independent Directors, the Board is of the opinion that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 & the Rules made there under and the CERC (Power Market) Regulations, 2010.

C. Meetings of Board /Committees

The composition of the Board, meetings of the Board and its Committees held during the year and the attendance of the Directors thereat is set out in Corporate Governance Report, forming part of this Report.

D. Nomination and Remuneration Policy

In compliance with the requirement of Section 178 of the Companies Act, 2013 and pursuant to the provisions of Regulations 19 read with Part D of Schedule II of the of SEBI Listing Regulations, the Company has constituted a "Nomination and Remuneration Committee and has also defined a Nomination and Remuneration Policy, which is annexed as Annexure - IV to this Annual report.

Further, your Company has also formulated and implemented an ''IEX Employee Stock Option Scheme 2010, to motivate and instil a sense of ownership among its employees, the Company had adopted a Trust route for administrating its ESOP Scheme, which Act as per instructions of the Nomination and Remuneration Committee of the Company. The Company has allotted 606,572 equity shares of H10/- each to the IEX ESOP Trust during the year 2010 to manage the ESOP''s as per defined ESOP Scheme.

The disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, Section 62 of the Companies Act 2013 read with Companies (Share Capital and Debenture) Rules, 2014, as at March 31, 2018 in connection with the ESOP Scheme 2010 details are set out in Annexure - II to this Report.

Considering, that your Company has come out with a Public Issue of its equity shares in October 2017 and therefore the aforesaid ESOP Scheme is covered by Regulation 12 of the SEBI (Share Based Employee Benefits) Regulations, 2014 (''SBEB Regulations''). As per Regulation 12 of SBEB Regulations, the said scheme is in conformity with SBEB Regulations; and same has to be ratified by the shareholders subsequent to the IPO. Necessary resolutions for seeking ratification pre IPO ESOP Scheme have been included in the Notice convening the ensuing AGM and requisite details are mentioned in the Explanatory Statement to the Notice.

E. Statement on Annual Evaluation made by the Board of Directors

In compliance with Clause (1) of Para VII to Schedule IV and other applicable provisions of the Companies Act, 2013, and SEBI Listing Regulations your Company has defined the criteria for performance evaluation of its Directors, Board Committees and the Board as a whole.

During the year the Board of the Company has carried out the evaluation of its own performance, performance of Independent Directors, executive/non-executive directors, as well as the working of the various Committees of the Board based upon the specified criteria as per the Performance Evaluation Policy of the Company.

A statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board Committees has been made and the criteria for the same are set out in Annexure - V to this Report.

16. RISK MANAGEMENT POLICY

Your Company being an exchange has adequate risk management systems and procedures operating within the organization. The Company has a ''Risk Management Committee'' which reviews the risk management framework and process of the organization on half yearly basis as per Regulation 25(ii) of the CERC (Power Market) Regulations, 2010 and submits its report to the CERC.

In addition, your Company has also devised and implemented a comprehensive ''Risk Management Policy ‘under which the Board has constituted an ''Enterprise Risk Management Committee'' (''ERMC'') and ERMC reviews and analyze various internal and external risks and define risk mitigation steps to counter these risks.

In addition to above, the Audit Committee of the Board has additional oversight in the area of financial risks and controls. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuous basis.

For more detail please refer Management Discussion And Analysis of this annual report.

17. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee, required as per Section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Board of Directors of the Company has also formulated a ''Corporate Social Responsibility Policy'' (CSR Policy) based upon the recommendation of the CSR Committee. Your Company has undertaken various CSR activities during the year, with an aim to address issues in the ambit of environmental sustainability, economic empowerment and social development by adopting an integrated, holistic and need-based approach.

The main focus areas of the Company''s CSR Policy are:

- Promote decentralized renewable energy by creating opportunities for access and awareness.

- Support socio-economic development of underprivileged communities through improved access to livelihoods, sanitation, water, healthcare and education.

- Endeavour to integrate the cause of women empowerment while designing projects.

- Contribute to relief and rehabilitation measures in disaster-affected parts of the country.

The CSR policy of the Company is placed on the Company''s website at www.iexindia.com and the Annual Report on CSR as required pursuant to Section 135 of the Companies Act, 2013 is appended as Annexure - VI to this annual report.

18. CONSERVATION OF ENERGY

Though the operations of your Company are not energy intensive, your Company takes adequate measures to reduce energy consumption by using energy-efficient lightning in office, computer systems and procuring energy-efficient equipment''s. As an on-going process, your Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

19. TECHNOLOGY ABSORPTION

Technology has been the key business driver and primary facilitator for maintaining the market leadership in power exchange space and meeting business goals of your Company. In FY2017-18, your company has successfully transitioned and internalized Trading Technology Platform and has set up a state-of-the-art Technology Center in Mumbai as a part of your company''s strategic vision and long-term commitment to continuously adapting to the technological advancement through innovation in the fields of digital, user experience, analytics, AI and machine learning.

Establishment of the Technology Center of your Company has successfully mitigated risks associated with the exchange platform by ensuring uninterrupted exchange operation and business continuity, and equipped your Company to extend the platform for future business needs and challenges by releasing new products and solutions as well as infuse new technology stack and new architecture concepts for enhancing performance, scalability, extensibility, usability and cost optimization. You company is taking several initiatives in the new technology space for furthering its market leadership through developing an exchange eco-system using digital transformation, connectivity, advanced security systems and data analytics.

Your Company continues to make substantial investments in technology development for meeting the changing needs of power market scenarios and for keeping pace with the rapid technological developments and challenges. Your Company''s technology platform continues to be stable, robust and flexible, and supports faster processing along with increasing transaction volumes. You company has not only extended the exchange platform for various market and regulatory needs during this financial year, it has also released product like Smart Power Procurement for the power market.

Your Company hosts and operates all mission-critical power exchange applications and the supporting infrastructure in a leading Data Center which is supported by highly available environment, robust network, cyber security and other infrastructure. Your Company recognizes the challenge of Cyber security. While current SOC is robust, your Company has been working on plans to go beyond SOC by building capability for handling cyber intelligence for preventive security system enabling to take proactive actions. Your Company has been also working on plans to reap benefits of cloud computing for enhanced availability, scalability, cost optimization and technology sustenance.

Technology is widely used by all functions of your Company to ensure quality services to al all stakeholders namely, internal as well as external participants. Keeping pace with the current trend, your company has planned several initiatives to increase operational efficiency and productivity of the internal teams by automating internal processes and system, thereby creating a digital enterprise along with augmenting analytics for faster and quicker decision making.

20. RESEARCH AND DEVELOPMENT

As your Company is a Power Exchange and not directly involved in any manufacturing activity, your Company is not directly involved in any Research and Development activities.

21. FOREIGN EXCHANGE EARNING AND OUTGO

The particulars of Foreign Exchange Earnings and outgo during the year under review are furnished hereunder:

Foreign Exchange Earning: RS,8.11 Lakhs (equivalent value of various currencies).

Foreign Exchange Outgo including dividend payout: RS,2705.58 Lakhs (equivalent value of various currencies).

In addition to above the Company has made payment to Selling shareholders for IPO (OFS): RS,38037.71 Lakhs and IPO related expenses of RS,193.35 Lakhs (equivalent value of various currencies).

22. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return as required under Section 134(3)

(a) and as provided under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is appended as Annexure - VII to this Report.

23. PARTICULARS OF KEY MANAGERIAL PERSONNEL AND EMPLOYEE REMUNERATION

Your Company has adopted a well-defined Nomination & Remuneration Policy for its Directors, KMPs and other employees, which forms part of this annual report for reference.

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - VIII.

A statement showing the names and particulars of the employees falling within the purview of Rule 5(2) of the aforesaid Rule are provided as part of this Report as Annexure - IX.

24. BUY BACK OF SHARES

During the year under review, your Company has not announced any scheme for buy back of shares from its shareholders.

25. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors state that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, if any;

ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended March 31, 2018;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis;

v) Proper Internal Financial Controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

vi) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. RELATED PARTY TRANSACTIONS

The Board of your Company has defined Related Party Transactions Policy and the same has been hosted on the Company''s website https://www.iexindia.com/pdf/Policy%20on%20Materiality%20 &%20Dealing%20With%20Related%20Party%20Transactions.pdf.

The Policy intends to ensure that proper approval, reporting and disclosure processes are in place for all transactions between the Company and the Related Parties.

There was no related party transaction entered by the Company during the year in terms of Section 188 of the Companies Act, 2013, except as disclosed under note 39 which is provided in Notes to Financial Statement for the year ended 31 March 2018 .

There are no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as required under section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

A disclosure of Related Party Transaction is annexed with this Report in Form AOC-2 as Annexure - X.

27. MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

Your Company had filed for compounding application with Reserve Bank of India ("RBI") in relation to the contraventions of Section 16(3) of the FEMA to bring down the individual shareholding below the limits prescribed under Regulation 5(1) (i) read with Sr. No. F.9 of Annexure B of Schedule 1 of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 ("TISPRO Regulations"). In reference to which the RBI imposed compounded amount of RS,6.28 Lakhs on the Company vide its compounding order vide order reference number FED. CO.CEFA No./6195/15.20.67/2017-18 dated January 23, 2018.

28. CORPORATE GOVERNANCE

Your Company is in compliance with the Corporate Governance guidelines, as laid out in the SEBI Listing Regulations. All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. A detailed corporate governance report is set out in this Annual Report as Annexure - XI.

In terms of SEBI Listing Regulations the CEO & CFO certificate of the FY17-18 and Declaration by CEO confirming the compliance declarations received from the Directors and the Senior Management personnel. The Certificate and Declarations is appended as Annexure-XII.

The MNK & Associates, Practicing Company Secretary have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations. The Certificate in this regard is set out in this Report as Annexure-XIII.

29. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

During the year under review, your Company has not given any loans, guarantees or provided any security and has not made any investments in any body corporate as specified under Section 186 of the Companies Act, 2013.

All the Investments of your Company are in Bank FDs, Tax Free Bonds, Debt based liquid and Ultra Short terms products, Fixed Maturity Products (FMPs) and Arbitrage Mutual Fund schemes only, the details of which are provided in Note 05 and 11 to the Notes to Financial Statement for the year ended 31 March 2018.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place an Anti-Sexual Harassment mechanism in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Company has not received any complaint pertaining to sexual harassment and hence no compliant is outstanding as on March 31, 2018.

31. MAINTENANCE OF COST RECORDS

The provision of Section 148 of the Companies Act, 2013 and Companies (Cost records and Audit) Rules, 2014 (as amended from time to time) is not applicable on the Company.

32. DEMATERIALISATION OF SHARES

The issued & fully paid-up equity shares of the Company are admitted with the National Securities Depository Limited (''NSDL'') and Central Depository Services (India) Limited (''CDSL''). The International Securities Identification Number (ISIN) allotted to the equity shares of the Company under the Depository System is INE022Q01012.

Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risk associated with physical shares and for ease in portfolio management. Members can contact M/s. Karvy Computershare Private Limited (Karvy), Registrar and Share Transfer Agent of the Company for assistance in this regard. The contact detail for the benefit of shareholders is as follows:

Karvy Computershare Private Limited

Karvy Selenium Tower B,

Plot 31-32, Gachibowli,

Financial District, Nanakramguda, Serilingampally Hyderabad, Telangana - 500 032.

Ph: 040-67162222, Fax: [phone] Toll Free no.: 1800-345-4001 Email: [email protected]

The bifurcation of the category of shares in physical and electronic mode and distributing of shareholding as on March 31, 2018 is given below:

Category	No. of shareholders	% of shareholders	Total shares	% of equity
PHYSICAL	7	00.00606	2,06,902	00.6822
DEMAT
- CDSL	52,677	45.61925	8,91,480	2.9394
- NSDL	62,787	54.37469	2,92,30,242	96.3784
Sub total	1,15,464	99.99394	3,01,21,722	99.3178
Total	1,15,471	100.0000	3,03,28,624	100.0000

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, WHICH AFFECT FINANCIAL POSITION OF THE COMPANY IN BETWEEN THE YEAR END AND THE DATE OF DIRECTORS'' REPORT.

There are no material changes and commitments, which could affect the financial position of the Company in between the year end and the date of directors'' report.

34. ACKNOWLEDGMENT

Your Directors would like to place on record their sincere gratitude to the Ministry of Power, Central Electricity Regulatory Commission (CERC) Members, State Electricity Regulatory Commissions (SERCs) Members and Staff, Central Electricity Authority (CEA), National Load Dispatch Centre (NLDC), Regional Load Dispatch Centers (RLDCs), State Load Dispatch Centers (SLDCs), State Electricity Regulatory Commissions (SERCs), Power Grid Corporation Ltd. (PGCL), Stock Exchanges (NSE & BSE), Financial Institutions, Shareholders, Bankers, depositories, Registrar and Transfer Agents (RTA), Members of the Exchange and, Business Associates and for their continued support.

Your Directors also wish to place on record their appreciation for the contribution made by the employees of the organization at all levels.

For and on behalf of the Board of Directors

Indian Energy Exchange Limited

Sd/-

Mr. Dinesh Kumar Mehrotra

Place: New Delhi Chairman

Dated: 09 August 2018 DIN: 00142711