DIRECTORS' REPORT

The Board of Directors of the Company has the honour to present the 20th (Twentieth) Annual Report, together with the Audited
Standalone and Consolidated Financial Statements and the Auditors’ Reports thereon, for the financial year ended March 31,2026.

FINANCIAL PERFORMANCE

The standalone and consolidated financial statements for the financial year ended March 31, 2026, forming part of this 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 SEBI Listing Regulations").

Highlights of Financial Performance

THE COMPANY’S PERFORMANCE DURING THE FINANCIAL YEAR 2026

Standalone Performance

Your Company’s standalone revenue was '74,493.68 Lakhs in current financial year ("FY’26") against '65,429.44 Lakhs in the
previous financial year ("FY’25"). Profit before tax stood at '62,480.56 Lakhs in FY’26 against '55,021.00 Lakhs in FY’25; profit
after tax for FY’26 was '47,370.79 Lakhs compared to '41,464.82 Lakhs in FY’25.

Consolidated Performance

The Consolidated Financial Statements of the Company, its
subsidiary, and associate(s) 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 report. The Consolidated Financial
Statements presented by the Company include the financial
results of its wholly owned subsidiary company i.e., ICX Private
Limited (Formerly known as International Carbon Exchange
Private Limited) ("ICX") and its associate company i.e., Indian
Gas Exchange Limited ("IGX").

As on March 31,2026, 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 31,2026, IGX stands as the associate of IEX and
as on date of this report IEX holds 47.28% equity stake in IGX.

The Company’s consolidated revenue is '74,695.17 Lakhs
in FY’26 in comparison with '65,736.69 Lakhs in FY’25. The
Company’s profit after tax for FY’26 was '49,292.12 Lakhs
compared to '42,916.91 Lakhs in FY’25.

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

CHANGES IN THE NATURE OF BUSINESS, IF ANY

During FY’26 and on the date of this 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’26, as
stipulated under the SEBI Listing Regulations, is presented in a
separate section, forming part of this report.

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

DIVIDEND DISTRIBUTION POLICY AND DIVIDEND

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

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

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

LVwOFFFg-6bH.pdf

Interim Dividend

During FY’26, the Company has paid an interim dividend of
'1.50/- (150%) per equity share of face value of '1/- each for
the financial year ended March 31, 2026. The total payout was
'13,375.39 Lakhs towards the interim dividend. The Company
has deducted tax at source (TDS) at the time of payment of
dividend under the provisions of the Income-tax Act, 2025 and
the rules made thereunder.

Final Dividend

The Board of Directors of the Company has recommended a
final Dividend of '2.00/- (200%) per equity share of face value of
'1/- each for the financial year ended March 31,2026. The Final
Dividend is subject to the approval of Members of the Company
at the ensuing Annual General Meeting and will be paid within
the time stipulated under the Act (subject to deduction of TDS).
The total outflow on account of the proposed final dividend
aggregates to '17,833.85 Lakhs..

Total Dividend for FY'26

The total dividend for the financial year ended March 31,2026,
amounts to '3.5/- per equity share equivalent to 350% of face
value of '1/- each and would involve a total cash outflow of
'31,209.25 Lakhs, resulting in a dividend payout of approx. 66%
of the standalone profit after tax 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’26.

SHARE CAPITAL
Authorised Share Capital

As on March 31, 2026, the authorised share capital of the
Company stood at '100 Crore, consisting of 100,00,00,000
(One Hundred Crore) equity shares of '1/- each. There has
been no change in the authorised share capital of the Company
during FY’26.

Paid-up Share Capital

The paid-up equity shares capital of the Company stood at
'8,916.93 Lakhs consisting of 89,16,92,735 equity shares of
'1/- each as on March 31,2026. There has been no change in
paid up share capital of the Company during FY’26.

Disclosure Relating to Equity Shares with Differential
Rights

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

Disclosure Relating to Sweat Equity Shares

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

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

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

The details of the IEX ESOP Scheme 2010, including terms of
reference, and the requirement specified under Regulation 14
of the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("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 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, and acknowledges its role within a diverse
ecosystem of stakeholder. IEX is committed to conducting
its business in a responsible and sustainable manner, while
contributing meaningfully to societal development. Through
its Corporate Social Responsibility initiatives and sustainable
practices, the Company endeavors to create long term value,
support community well being, and contribute to inclusive and
responsible growth.

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 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 & 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.

• 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'26, the Company undertook a range of CSR
initiatives focused on protection of national heritage, art,
and culture, education, healthcare, livelihood enhancement,
and social inclusion. The key initiatives included providing
nutritious mid day meals to children, supporting education
through scholarships for deserving students, implementing
skill development and livelihood programmes to enhance
youth employability, restoring and preserving cultural and
heritage sites, and empowering visually impaired youth through
the 'Netra Shakti’ initiative under which AI enabled assistive
devices were provided to visually impaired youth to enhance
mobility, independence, and accessibility. Healthcare access
was strengthened through the deployment of Mobile Health
Unit in Chandauli, an aspirational district of Uttar Pradesh.

In response to humanitarian needs, the Company extended
support for disaster relief and rehabilitation efforts in affected
regions of Punjab and Uttarakhand. These efforts included
organizing medical and health camps and the distribution
of essential rations and shelter kits, with a special focus on
vulnerable and underserved communities. All CSR activities
were undertaken 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 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.

The "HR Connect" initiative has been introduced to strengthen
the onboarding experience for new employees. As part of this
program, new joiners participate in one-on-one interactions
with leadership team at IEX. These conversations provide a
valuable platform to reflect on their onboarding journey, assess
role clarity, and share feedback on their overall experience.
The insights gathered help identify areas for improvement and
enable us to continuously enhance our processes, reinforcing
our commitment to delivering a seamless and enriching
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 behavioural competencies. At IEX,
we have implemented a comprehensive range of Learning and
Development (L&D) initiatives to nurture talent and enhance
capabilities.

By leveraging cutting-edge digital tools and platforms, we
actively encourage employees to enrol in online certification
and training programs, based on approval from their respective
business leaders. With 24/7 access to learning resources,
employees can learn at their own pace, enabling seamless
participation and ensuring comprehensive workforce coverage.
Additionally, we remain well aligned with all mandatory training
requirements, including Prevention of Sexual Harassment at
Workplace (POSH) and IT Security & Data Privacy protocols.
This approach reinforces our commitment to continuous
learning, compliance, and capability building across the
organization.

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’26,
we successfully conducted sessions engaging 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 be recognized as a Great Place to Work
(GPTW) in the mid-size organization category for the third
consecutive year in April 2025. This achievement is a testament
to our people-first culture and reinforces our commitment to
fostering a harmonious, inclusive, and empowering workplace
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 vision is to architect the
next-generation technology and digital enterprise solutions
that enable us to shape the development of competitive,
transparent, and robust energy markets in the country.

Innovation and strong technology have indeed enabled us to
build continued trust with our robust ecosystem of almost
more than 7,900 stakeholders located across 28 states
and 8 union territories. IEX has a strong foundation of more
than 4500 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.

Artificial Intelligence (AI) is transforming the way organizations
innovate, operate, and scale by driving significant improvements
across Software Development, Cybersecurity, and Business
Process Automation. IEX is at the forefront in adopting AI
solutions across areas such as Software Development,
Cybersecurity, and Process Automation. In the area of Software
Development, IEX has adopted the use of AI solutions in code
generation, testing, debugging, documentation, and quality
assurance, enabling faster delivery of high-quality applications.
In the Cybersecurity area, IEX has implemented AI solutions
to enhance threat detection and response through real-time
monitoring, anomaly detection, predictive analytics, and
automated incident management, helping in strengthening the
cyber resilience. In the area of Process Automation, IEX has
implemented AI solutions to automate and optimize operations
workflows to enable faster and more accurate decision making
with reduced manual effort. The implementation of AI solutions
across multiple areas enables IEX to create a more agile and
future-ready digital enterprise.

Platform Robustness and Reliability: 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 24x7x365. 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 Web interface
and Application Programming Interface (API).

Application security is a critical aspect in IEX which aims
at protecting applications from security threats throughout
their lifecycle. Considering the challenges of evolving threat
landscape, complexity of modern applications, IEX has adapted
AAA (Authentication, Authorization and Accounting) solutions
and MFA (Multi Factor Authentication) which ensures that only
legitimate users and processes can access an application
and its resources. Encryption (AES-256 CBC) in Bid Data,
secure data storage, encrypted communication channels
(TLS1.2 and above) and data masking technologies ensures
safeguarding sensitive data from unauthorized access and
ensuring compliance with regulations. Strong token-based
authentication mechanism, rate limiting, and input validation
etc. are implemented to maintain security and reliability in APIs.
Implementation of appropriate application hardening measures
are also in practice which includes removing unnecessary
features, applying patches, configuring security settings,
implementing anti-debugging techniques, input validation,
proper error handling etc. In IEX, applications are scanned on
regular frequency and prior to rolling out any major upgrades
in Production to identify and address the latest Vulnerabilities
if any. This involves secure code review, VA scan through tools
and penetration testing as well.

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

Robust Operation Management makes sure that business
in IEX remain Effective and Efficient even under uncertain
conditions. IEX has designed and implemented many
processes in focus with the adoption of the latest technology,
continuous improvement, employee training, customer focus,
sustainability etc. to ensure very effective and error-free
functioning of the entire exchange echo system. 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.

In FY’27, we will continue to invest in Artificial Intelligence
(AI), Cybersecurity, and next generation Digital Technologies
to redefine Efficiency, Innovation, and Customer Value for our
Exchange Platform.

SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE
COMPANIES

As on March 31, 2026, your Company had one wholly owned
subsidiary and one associate company. Further, no Company
ceased to be subsidiary or associate or joint venture of the
Company during FY’26.

Wholly Owned Subsidiary- ICX Private Limited (‘ICX')

(Formerly known as International Carbon Exchange
Private Limited)

ICX was incorporated on December 27, 2022, with the objective
of establishing and operating a platform for trading various
green products, including all other forms/types of carbon
credits and certificates and various emission reduction
products in whole of India and outside India.

ICX has recorded positive business growth, marked by
its designation in September 2024 as the local Issuer for
International Renewable Energy Certificate for Electricity
(I-REC(E)) in India. 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 I-RECs, which strengthened
ICX’s brand recognition at both national and international levels.

To align with the Company’s business objectives, market
presence, and global brand leadership, the name of the
Company was changed from International Carbon Exchange
Private Limited to ICX Private Limited. This change was carried
out pursuant to the approval granted by the Registrar of
Companies, Ministry of Corporate Affairs, and became effective
from February 18, 2026.

During FY’26, ICX delivered a good financial performance,
generating total Revenue of '7.71 crore, with Profit After Tax
amounting to '4.74 crore. The audited financial statements,
along with the Statutory Auditor’s Report, are available on the
Company’s website at

https://www.iexindia.com/investors/financials

Associate Company- Indian Gas Exchange Limited
(‘IGX')

As on March 31,2026, and on the date of this report Indian Gas
Exchange Limited is the Associate Company of the Company.

During FY’26, IGX traded the highest ever gas volumes of 76.8
million MMBtu representing an increase of 28% on a year-on-
year basis.

IGX’s total revenue for FY’26 stood at '79 Crores and a net profit
after tax of '41.9 Crores. The share of profit of IGX considered
in consolidation for FY’26 amounted to '19.8 Crores.

Dilution of Stake in IGX

IGX was incorporated on November 6, 2019, as a wholly owned
subsidiary of IEX. Subsequently, IGX received authorization from
the Petroleum and Natural Gas Regulatory Board ("PNGRB") on
December 2, 2020, under Regulation 11 of the PNGRB (Gas
Exchange) Regulations, 2020, ("Gas Exchange Regulations") to
operate as a Gas Exchange.

At the time of incorporation, IEX held 100% of the equity
share capital of IGX. However, in terms of the Gas Exchange
Regulations, no single entity is permitted to hold more than
25% of the equity share capital of a Gas Exchange beyond
five years from the date of authorization. Accordingly, IEX was
required to reduce its shareholding in IGX to 25% on or before
December 2, 2025.

In line with this requirement and with the objective of promoting
wider participation in the gas market, IEX has, over time, reduced
its shareholding in IGX to 47.28% by divesting stakes to reputed
strategic investors such as NSE Investments Limited (NSEIL),
GAIL (India) Limited, Oil and Natural Gas Corporation Limited,
Indian Oil Corporation Limited, among others.

Having reduced its shareholding in IGX to 47.28%, IEX continues
to pursue the requisite dilution of its stake to comply with
the shareholding limits prescribed under the Gas Exchange
Regulations. In this regard, PNGRB has granted an extension
until December 31, 2026, to reduce IEX’s shareholding to the
prescribed limit of 25%. As part of this dilution process, IGX has
filed its Draft Red Herring Prospectus (DRHP) dated July 14,
2026 with SEBI and BSE Limited in connection with its proposed
Initial Public Offering (IPO), comprising an Offer for Sale (OFS)
of up to 1,67,10,000 equity shares by IEX. The proposed IPO is
subject to applicable regulatory approvals, market conditions
and other relevant considerations. Upon completion of the IPO,
IEX’s shareholding in IGX will be reduced to 25%, in compliance
with the applicable regulatory requirements.

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 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.

Indian Coal Exchange Limited - Wholly Onwed
Subsidiary

Subsequent to the close of FY’26, the Company incorporated
a wholly owned subsidiary, Indian Coal Exchange Limited, on
June 1, 2026. The subsidiary has been established with the
objective of setting up and operating a coal exchange, which
will function as an online platform to facilitate transparent and
efficient transactions, trading, and contracting between buyers
and sellers of coal. Indian Coal Exchange Limited has been
incorporated with an authorized and paid up share capital of
'100 crore, comprising 10 crore equity shares of face value
'10 each.

RELATED PARTY TRANSACTIONS

All transactions entered into by the Company during the financial
year ended on March 31,2026, with related parties were in the
ordinary course of business and on an arm’s length basis and
had no conflict with the interest of the Company. All related
party transactions were in compliance with the applicable
provisions of the Act and SEBI Listing Regulations and the
Company’s Policy on 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 Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
Accordingly, a Nil disclosure of Related Party Transactions is
annexed with this report in Form AOC-2 as Annexure 3.

All the Related Party Transactions, including the transaction on
which omnibus approval is granted by the Audit Committee and
the Board are placed before the Audit Committee for its review
and approval on a quarterly basis. All Related Party Transactions
are subject to an independent review by the Statutory and
Secretarial Auditors of the Company to establish compliance
with the requirements of Related Party Transactions under the
Act and SEBI Listing Regulations. Members may refer to Note
No. 50 of the Standalone Financial Statements which sets out
related party disclosures pursuant to Ind AS.

The Company has formulated an RPT Policy which has been
amended in accordance with SEBI (Listing Obligations and
Disclosure Requirements) (Fifth Amendment) Regulations,
2025. The amended 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-NWAi8-s_kK1I.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

The Company actively seeks to adopt best practices for the
effective functioning of the Board and believes in having a truly
diverse Board whose wisdom and strength can be leveraged
for creating sustainable 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 success of the Company.

The Nomination and Remuneration Committee ("NRC") 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, culture, 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 report.

As on March 31,2026, the Board of Directors comprised 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. The Executive Directors hold the positions
of Chairman & Managing Director and Joint Managing Director,
respectively. The composition of the Board of the Company
and changes therein, if any, during the year is given under the
Corporate Governance section of this report.

During FY’26, 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 attending
meetings of the Board, its Committees, or any other meetings
of the Company.

A. Changes in Directors

During FY’26, there were no changes in the composition
of the Board of Directors of the Company with respect to
appointments, re appointments, or cessations.

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. Gautam
Dalmia (DIN 0009758), 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.

The necessary resolution, together with all requisite
details and information pertaining to the re-appointment
of the aforesaid Director, have been included in the Notice
convening the ensuing AGM.

C. Key Managerial Personnel (‘KMP')

During FY’26, the following persons were the whole time
KMPs of the Company:

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

2. Mr. Rohit Bajaj, Joint Manging Director, and

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

D. Declaration by Independent Directors

As on March 31,2026, Ms. Sudha Pillai, Mr. Pardeep Kumar
Pujari, Mr. Tejpreet Singh Chopra and Mr. Rajeev Gupta were
the Independent Directors on the Board of the Company in
terms of Section 149 of the Act and Regulation 16 of the
SEBI Listing Regulations.

Pursuant to and in compliance with the provisions of section
134(3)(d) of the Act, the Company has received declaration
of independence as stipulated under Sections 149(6) and
149(7) of the Act, Regulation 16(1)(b) and Regulation 25 of
the SEBI Listing Regulations and the CERC (Power Market)
Regulations, 2021, from all the Independent Directors
confirming that they are not disqualified for continuing
as Independent Directors of the Company. In terms of
Regulation 25(8) of the SEBI Listing Regulations, they have
also confirmed that they are not aware of any circumstances
or situation which exist 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 with the
Code of Conduct for Independent Directors as prescribed in
Schedule IV of the Companies Act, 2013 and the Code of
Conduct for Directors and Senior Management Personnel
formulated by the Company.

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

The Board of Directors of the Company has taken on
record the declarations and confirmations submitted
by the Independent Directors and based upon the

declarations received from them, the Board of Directors
have confirmed that the Independent Directors meet the
criteria of independence as specified in the Act including
the Schedules and Rules made thereunder, the SEBI Listing
Regulations and the CERC (Power Market) Regulations,
2021, and are independent of the management.

E. Meetings of Board

The Board met 7 (Seven) times during FY’26. The details
of board meetings and the attendance of the Directors
are provided in the Corporate Governance Report, which
forms part of this report. The intervening gap between
the two consecutive Board meetings did not exceed the
period prescribed by the Act, SEBI Listing Regulations and
Secretarial Standard on Board Meetings (SS-1) issued by
the Institute of Company Secretaries of India ("ICSI"), as
amended from time to time.

F. Committees of the Board

The Board Committees play a crucial role in the governance
structure of the Company and have been constituted
to deal with specific areas / activities as mandated by
applicable regulations, which concern the Company and
need a closer and in-depth review. Majority of the Members
constituting the Committees are Independent Directors and
each Committee is guided by its Board approved 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 meetings 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
these Committees held during FY’26 and the attendance
of each of the directors thereon is given in the Corporate
Governance Report forming part of this report.

G. Independent Directors Meeting

During FY’26, the Independent Directors met twice, on
August 22, 2025 and January 12, 2026, without the
presence of the 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 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 of the Joint Managing
Director;

• Evaluation of the performance and effectiveness of the
Board;

• Evaluation of the performance and effectiveness of
Board Committees;

• Feedback on management support to the Board.

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

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

In separate meetings of Independent Directors, the
performance of Non-Independent Directors, the Board
as a whole, the Chairman & Managing Director and Joint
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 with
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 commitment 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 report.

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

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

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

The said Policies are made available on the Company’s
website at https://www.iexindia.com/investors/policies.

J. Particulars of Key Managerial Personnel and
Employee Remuneration

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

Further, a statement showing the names and other
particulars of employees drawing remuneration in excess of
the limits as set out in Rule 5(2) and 5(3) of the aforesaid
rules, is maintained and forms part of this Annual Report.
However, in terms of second 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'26.

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

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

ii. They have selected appropriate accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the Company
for the financial year 2026;

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
("IFC') and such controls were adequate and effective during
FY’26. The Board of Directors have deployed the appropriate
policies, procedures, and systems to ensure adequacy of IFC
with reference to:

• Effectiveness and efficiency of operations

• Reliability of financial reporting

• Accuracy and completeness of the accounting records

• Compliance with applicable laws and regulations

• Adherence to the Company’s Policies

• Prevention and detection of frauds and errors

• Safeguarding of assets

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

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

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

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

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

The Audit Committee of the Company periodically reviews and
recommends the unaudited quarterly financial statements and
also the annual audited financial statements of the 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.

Audit Governance Framework

During the year under review, the Company, in line with
regulatory expectations and leading governance practices,
has formally established a structured framework for effective
two-way communication between the statutory auditors
and those charged with governance (TCWG), in accordance
with the requirements prescribed by the National Financial
Reporting Authority (NFRA). The Board has identified the Audit
Committee as the primary body constituting TCWG and has
designated specific nodal officers to enable seamless and
timely exchange of information. This framework is designed to
ensure that all significant matters relating to financial reporting,
internal controls, audit findings, key accounting judgments, and
areas of concern are appropriately escalated, discussed, and
documented.

Further, the Company has operationalised this framework by
instituting defined protocols for regular interactions, information
flow, and reporting between the statutory auditors, TCWG,
and designated nodal officers. The communication structure
facilitates periodic discussions on audit planning, scope,
significant risks, independence of auditors, audit observations,
internal financial controls, and compliance with applicable
accounting standards. It also ensures that any critical issues
or observations are promptly brought to the attention of

TCWG and addressed in a timely and transparent manner. By
implementing the NFRA requirements in both letter and spirit,
the Company seeks to strengthen oversight mechanisms,
enhance the quality and effectiveness of the audit process, and
reinforce the reliability and integrity of its financial statements.

FOREIGN EXCHANGE EARNING AND OUTGO

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

PARTICULARS OF LOANS, GUARANTEE, OR
INVESTMENT

The details of loans granted, guarantees given or investments
made during FY’26 by the Company under the provisions of
Section 186 of the Act are disclosed in notes to Standalone
Financial Statements for the financial year ended March 31,
2026.

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), Mutual Fund schemes, Commercial
Papers (CPs), Bonds, Market Linked Debentures (MLDs), Equity
Index Fund and InvITs units only, the details of which are
provided in Notes 6 & 10 to Standalone Financial Statement for
the financial year ended March 31,2026.

All investments made during FY’26 were duly approved and
carried out in compliance with the provisions of Section 186
of the Companies Act, 2013. During the year under review, the
Company did not grant any loans or provide any guarantees
or securities within the meaning of Section 186 of the Act.
The Company has complied with all applicable statutory
requirements in this regard and continues to follow a prudent
approach in its financial and treasury operations.

As on March 31, 2026, the Company’s investments include
'3,546 Lakhs in Indian Gas Exchange Limited (IGX), an associate
company; '500 Lakhs in ICX Private Limited (Formerly known
as International Carbon Exchange Private Limited), a wholly
owned subsidiary and approximately '122 Lakhs in Enviro
Enablers India Private Limited (EEIPL).

RISK MANAGEMENT

Risk Management is a critical element in the operation of an
exchange business and constitutes an integral part of the
Company’s corporate governance framework. The Company
believes that a robust risk management framework enables
the establishment of effective control systems and monitoring
mechanisms, thereby ensuring the smooth, efficient, and
resilient functioning of its operations. Being a power exchange,
the Company has put in place adequate risk management

systems and procedures that are commensurate with the
nature, size, and complexity of its business.

The Company has adopted a comprehensive Risk Management
Policy approved by the Board, which provides a structured
and enterprise-wide approach for identification, assessment,
monitoring, and mitigation of risks. The framework covers a
wide spectrum of risks, including market, credit, operational,
regulatory, technological, and cyber risks, which may impact
the business and its strategic objectives. The risk management
process is aligned with applicable regulatory requirements and
leading risk management practices, and is regularly reviewed
to ensure its continued relevance in a dynamic business
environment. The said Policy was reviewed and amended by
the Board during the year to ensure its continued alignment
with the evolving business requirements and changing global
landscape.

The key cornerstones of the Company’s Risk Management
Framework are as follows:

• A comprehensive Risk Management Policy providing an
enterprise-wide framework;

• Periodic identification, assessment, and prioritization of
risks impacting the Company’s business and objectives;

• Development and implementation of appropriate risk
mitigation strategies to manage and reduce exposure to
identified risks;

• Continued focus on effective execution and monitoring of
mitigation measures;

• A structured review and monitoring mechanism
involving functional teams, senior management, the Risk
Management Committees, the Audit Committee, and the
Board for oversight of key risks and mitigation plans;

• Integration of risk management considerations into
strategic planning, annual operating plans, and key business
decisions;

• Continuous monitoring of the external environment to
identify emerging risks and evolving risk trends; and

• Strengthening of internal controls and adoption of risk
appetite principles, wherever applicable, to ensure that risks
are managed within acceptable limits.

Risk Governance Structure

The Company has established a well-defined governance
structure for risk oversight, comprising the Board of Directors
and various committees, including the Audit Committee,
Enterprise Risk Management Committee (ERMC), and Risk
Assessment and Management Committee (RAMC). This

framework ensures clear accountability and facilitates periodic
review of key risks, mitigation strategies, and emerging risk
areas. The Company follows a structured process of maintaining
risk registers, implementing mitigation plans, and carrying out
continuous monitoring and reporting. This integrated approach
enables the Company to enhance resilience, ensure business
continuity, and strengthen its ability to respond effectively to
evolving risks.

In compliance with the SEBI Listing Regulations, the Board
has constituted an Enterprise Risk Management Committee
("ERMC"), chaired by an Independent Director, to oversee the
implementation and effectiveness of the risk management
framework. The ERMC reviews and analyses various internal
and external risks, including those related to cybersecurity,
and monitors the adequacy and progress of risk mitigation
measures. The Committee periodically apprises the Board on
significant risk-related matters and supports it in ensuring that
the Company’s risk management practices remain robust and
aligned with its business objectives.

The Risk Assessment and Management Committee
("RAMC"), chaired by an Independent Director, reviews the
risk management framework and processes of the Company
on a half-yearly basis in accordance with Regulation 26 of the
Central Electricity Regulatory Commission (Power Market)
Regulations, 2021. The Committee submits its report to the
Board of Directors for its consideration. Thereafter, the report,
along with the observations and directions of the Board, is
submitted to the Central Electricity Regulatory Commission
(CERC) within the prescribed timelines.

The composition, detailed terms of reference, and attendance at
meetings of the said Committees 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 areas 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 to the Management Discussion
and Analysis section forming part of this report.

WHISTLE BLOWER & ANTI-FRAUD POLICY

Your Company believes in the conduct of its business affairs in a
fair and transparent manner by adopting the highest standards
of professionalism, honesty, integrity, ethical 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 concerns through the Whistle Blower & Anti¬
Fraud Policy of the Company, which is in compliance with the
provisions of Section 177 of the Act, read with Rule 7 of the

Companies (Meetings of Board and its Powers) Rules, 2014
and SEBI Listing Regulations.

The Policy provides for:

• a mechanism wherein the Directors and the Employees can
report their genuine concerns about the unethical 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.

All incidents that are reported are investigated and suitable
action is taken in line with the Whistle Blower Policy. It is
completely ensured that the identity of the Complainant
remains anonymous. The action taken and status reports of
the same are reported to the Audit Committee & Board on a
periodic basis.

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

During the year under review, the Company received a
complaint under the said mechanism, which was reviewed
by the Audit Committee and subjected to an independent
investigation in accordance with the established procedures.
Based on the findings of the investigation, appropriate actions
were implemented as directed by the Audit Committee.

The Company affirms that no personnel have been denied
access to the Audit Committee 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 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 energy efficient computer systems and procuring
energy-efficient equipment.

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

STATUTORY AUDITORS

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

AUDITORS’ REPORT

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

The Auditors’ Report for FY’26, 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
annual general meeting.

REPORTING OF FRAUD BY AUDITORS

During FY’26, under section 143(12) of the Act, neither the
Internal Auditors, Statutory Auditors nor Secretarial Auditors
have reported any instance of fraud by the Company’s officers
or employees to the Audit Committee or the Board. Accordingly,
no disclosure is required under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Regulation 24A of the SEBI
Listing Regulations, Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the shareholders of
the Company, at their 19th Annual General Meeting held on
September 1 1, 2025, approved the appointment of M/s MNK
& Associates LLP Company Secretaries, as the Secretarial

Auditors of the Company for a term of five consecutive financial
years to conduct secretarial audit and submit their report on
compliance with applicable laws.

The Secretarial Audit Report for the financial year ended March
31,2026, issued by M/s MNK & Associates LLP in Form No. MR
3, is annexed to this Report as Annexure 8.

The said Report confirms that the Company has complied with
the applicable provisions of the Act, rules, regulations, and
guidelines, and does not contain any qualification, reservation,
or adverse remark.

SECRETARIAL STANDARD DISCLOSURE

During FY’26, 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’26 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?year=2025-2026&quarter=

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 report, provides a comprehensive view of our financial
and non-financial performance, reflecting our commitment to
responsible and sustainable business practices.

In terms of SEBI Listing Regulations, the Company has obtained,
BRSR Reasonable Assurance on BRSR Core Indicators from
M/s TATTVAM & CO. on a standalone basis.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest
standards of Corporate Governance and adheres to the
applicable requirements prescribed by the Securities and
Exchange Board of India ("SEBI") under the SEBI Listing
Regulations, the provisions of the Companies Act, 2013 and
the rules made thereunder, as well as the regulatory framework
laid down by the Central Electricity Regulatory Commission
("CERC") governing power exchanges. The Company continues
to adopt best governance practices to ensure transparency,
accountability, and integrity in its operations.

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

All Board Members and Senior Management Personnel have
affirmed in writing their compliance with and adherence to the
code of conduct adopted by the Company for FY’26.

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

A certificate as per Regulation 33 read with Regulation 17 of
the SEBI Listing Regulations, jointly signed by the Chairman
& Managing Director and the Chief Financial Officer of the
Company certifying the financial statements for the financial
year ended March 31, 2026, is annexed to this report as
Annexure 11.

Further, a certificate from Mr. Ankit Jain (ACS No. 31103 and
COP No. 26724) Partner of Ankit J & Associates, Practicing
Company Secretary, on compliance with corporate governance
norms under the SEBI Listing Regulations forms part of this
report as Annexure 12.

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

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

To ensure this compliance we make sure that each employee
should mandatorily undergo POSH awareness training sessions
conducted by the Company.

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 report.

Initiatives under POSH for FY'26

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

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

During FY'26, the Company has not received any complaint
pertaining to sexual harassment and hence no compliant was
outstanding as on March 31,2026. The Company has filed an
Annual Report with the Authority concerned in the matter.

STATEMENT ON COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961

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

For detailed information, please refer to Principle 3 of BRSR of
this 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,
2026.

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

During FY’26, no significant or material orders were passed
by any Regulators, Courts, or Tribunals which would have an
impact on the going concern status or the operations of the
Company.

However, the Central Electricity Regulatory Commission
("CERC"), issued a Suo Motu Order dated July 23, 2025, in Petition
No. 8/SM/2025, initiating the process for implementation of
market coupling for the Day Ahead Market (DAM) of power
exchanges by January 2026.

The Company challenged the aforesaid Order before the
Appellate Tribunal for Electricity ("APTEL"). APTEL, vide its
judgment dated February 13, 2026, held that the Company is
not a "Person Aggrieved" at this stage, as market coupling can
be implemented only upon the issuance of separate regulations
by CERC. Aggrieved by the said judgment, the Company has
filed a civil appeal before the Hon’ble Supreme Court of India
on April 10, 2026.

For further details, kindly refer to the Management Discussion
and Analysis (MDA) Report forming part of this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

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

MAINTENANCE OF COST RECORDS

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

OTHER INFORMATION

(i) Proceeding under Insolvency and Bankruptcy Code,
2016 ("IBC Code"): The Company has neither made any
application, nor any proceeding is pending under the IBC
Code during FY’26.

(ii) The Company has not made any one-time settlement
during FY’26 with Banks or Financial Institution.

ACKNOWLEDGMENT

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

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

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

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

Sd/-

Satyanarayan Goel

Place: Noida Chairman & Managing Director

Date: July 23, 2026 DIN: 02294069