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Dear Shareholders,

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 Rs Lakhs)

Standalone

Consolidated

Particulars

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 Rs1 per share]

Basic (Rs) 4.66 3.84 4.83 3.94
Diluted (Rs ) 4.66 3.84 4.83 3.94

THE COMPANY'S PERFORMANCE DURING THE FINANCIAL YEAR 2025

STANDALONE

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

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 Rs 65,736.69 Lakhs in FY'25 in comparison with Rs 55,084.84 Lakhs in FY'24. The Company's profit after tax for FY'25 was Rs 42,916.91 Lakhs compared to Rs 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.

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 Rs 1.50/- (150%) per equity share of face value of Rs 1/- each for the financial year ended March 31, 2025. The total payout was Rs 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 Rs 1.5/- (150%) per equity share of face value of Rs 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 Rs 13,375.39 Lakhs.

The total dividend for the financial year ended March 31, 2025, amounts to Rs 3/- per equity share equivalent to 300% of face value of Rs 1/- each and would involve a total cash outflow of

Rs 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 Rs 100 Crore, consisting of 100,00,00,000 (One Hundred Crore) equity shares of Rs 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 Rs 8,916.93 Lakhs consisting of 89,16,92,735 equity shares of Rs 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

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 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 firstsix monthstheir 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 to40 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-culture and reinforces our commitment to creating a first 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, configuringsecurity 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
24/7 availability via Email & Phone Access management (Logical and physical controls)
Handling customer issues related to the trading platform Backup procedures
Platform Monitoring ITIL Frame work
Network, Databas, and Servers Change management and incident management via Jira
Application Monitoring
Security Operation Center Disaster Recovery
Incident Management DC to DR replication in real time
Threat Intelligence & IOC blocking RTO: 4 minutes, RPO: Near to zero
System Upgrades Application Development
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 (1) 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 Rs 10 Crores and a paid-up equity share capital of Rs 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 Rs 2.1 Crores in revenue, comprising Rs 1.32 Crores from certificate issuance and Rs 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 Rs 6908.21 lakhs and a net profit after tax of Rs 3094.66 lakhs. The share of profit of IGX considered in consolidation for FY'25 amounted to Rs 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 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 reappointment 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 all the and 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: deviations, 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 business conditions, accounting, and statutory requirements.

The external and internal auditors review the effectiveness and efficiencyof 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 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 Rs 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 Rs 35.46 Crore in Indian Gas Exchange Limited (IGX), an associate company; Rs 5 Crore in International Carbon Exchange Private Limited, a wholly owned subsidiary; and approximately Rs 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 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 the 23rd Annual General Meeting of the Company.

AUDITORS' REPORT

The standalone and consolidated financial statements 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 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 IEX, 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 Act, 1961. The

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 Company compliance with the Maternity Benefit 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,therewerenosignificantor 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 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 confidenceplaced 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 of the Company, which have occurred

Sd/-

Satyanarayan Goel

Place: Noida Chairman & Managing Director
Date: 08 August 2025 DIN: 02294069