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)

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

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.

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:

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

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