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
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Sd/- |
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Satyanarayan Goel |
Place: Noida |
Chairman & Managing Director |
Date: 08 August 2025 |
DIN: 02294069 |
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