Dear Shareholders,

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

FINANCIAL RESULTS

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

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

(Amount in Rs lakh)

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

ON STANDALONE BASIS

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

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

CONSOLIDATED REVENUES

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

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

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

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

COVID-19

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

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

COVID - 19 MITIGATION

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

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

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

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

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

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

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

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

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

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

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

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

DIVIDEND

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

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

Interim Dividend:

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

Final Dividend:

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

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

TRANSFER TO RESERVES

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

Issue of Bonus Equity Shares:

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

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

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

Increase in Authorized Share Capital:

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

Apart from the above, there were no changes in the Share Capital during the Financial Year under review. The Company has, neither issued any equity shares with differential voting rights nor any shares (including sweat equity shares) to any of its employees under any scheme except the shares issued under the IEX ESOP Scheme 2010 & IEX RSU Scheme 2019 as disclosed on the website of the Company pursuant to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

CORPORATE SOCIAL RESPONSIBILITY

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

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

The Company has identified following focus areas for CSR engagement:

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

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

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

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

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

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

HUMAN RESOURCE DEVELOPMENT

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

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

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

In line with the above, we imparted training programs on areas like Power BI, Blockchain, C++, International Power Market to name a few. Additionally, many short duration online courses were made available to the employees through our online training initiative called 'Mindful Minutes'. On the leadership area, we had organized a customized Leadership Development program 'I-Lead' in collaboration with Indian School of Business (ISB) for our middle and senior level leaders. We also conducted a leadership training program for our emerging leaders through a prestigious training organization.

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

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

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

EMPLOYEE STOCK OPTION PLAN (ESOP) AND RESTRICTED STOCK UNIT (rsu)

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

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

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

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

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

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

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

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

TECHNOLOGY ABSORPTION

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

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

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

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

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

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

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

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

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

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

RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

A. Changes in Directors

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

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

Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Gautam Dalmia (DIN: 00009758), NonExecutive Director of the Company will be retiring by rotation at the forthcoming Annual General Meeting (AGM) and being eligible offers himself for reappointment.

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

B. Change in KMPs

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

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

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

C. Declaration by Independent Directors

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

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

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

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

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

D. Meetings of Board / Committees

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

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

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

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

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

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

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

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

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

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

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

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

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

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

G. Particulars of Key Managerial Personnel and Employee Remuneration

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

REPORTING OF FRAUD BY AUDITORS

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

INTERNAL FINANCIAL CONTROL & ITS ADEQUACY

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

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

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

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

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

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

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

FOREIGN EXCHANGE EARNING AND OUTGO

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

RISK MANAGEMENT POLICY

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

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

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

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

WHISTLE BLOWER & ANTI-FRAUD POLICY

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

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

The Policy provides for:

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

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

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

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

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

Anti%20Fraud%20Policy.pdf

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

CONSERVATION OF ENERGY

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

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

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

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

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

• Use of energy efficient computer systems and procuring energy-efficient equipments.

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

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

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

During the FY22, your Company has not given any loans, guarantees or provided any security to any Body Corporate as specified under Section 186 of the Companies Act, 2013.

All the Investments of your Company are in Bank FDs, Tax Free Bonds, Debt based liquid and liquid plus terms products, Fixed Maturity Products (FMPs), Arbitrage Mutual Fund schemes, Commercial Papers (CPs), Market Linked Debentures (MLDs) and InvITs units only, the details of which are provided in Note 6, 7, 10 and 13 to Standalone Financial Statement for the year ended 31 March 2022.

Further, your Company's investment in Indian Gas Exchange Limited (IGX), Associate company, as on 31 March 2022, is Rs 35,46,00,000/- (RsThirty-Five Crore Forty-Six Lakh)

STATUTORY AUDITORS

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

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

AUDITORS' REPORT

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

The Auditors' Report for financial year 2022 does not contain any qualification, reservation or adverse remark or disclaimers. The Auditors' Report is enclosed with the financial statements in this Report. The Statutory Auditors were present in the last AGM.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mohd. Nazim Khan, Designated Partner of M/s MNK and Associates LLP, Company Secretaries, New Delhi, as Secretarial Auditors of the Company to conduct the Secretarial Audit for Financial Year 2022.

The Secretarial Audit report for the financial year 31 March 2022 in Form No. MR-3 is annexed as Annexure 9 to this Report.

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

SECRETARIAL STANDARD DISCLOSURE

During the FY22, the Company has complied with the provisions of applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Act, the draft annual return for FY22 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be accessed using the link:

https://www.iexindia.com/AGM EGM notice.aspx- Rsid=%2fVFcZM3gBs g%3d&mid = IT8b%2bZM5cBA%3d

BUSINESS RESPONSIBILITY REPORT (BRR)

As per Regulation 34 of the Listing Regulations, the Business Responsibility Report (BRR) describing the initiatives taken by Company from an environmental, social and governance perspective is attached and is part of this Report.

CORPORATE GOVERNANCE

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

Pursuant to Corporate Governance guidelines as laid out in the SEBI (LODR) Regulations, 2015, a separate section titled 'Corporate Governance' has been included in this Report, as Annexure 10.

All Board members and Senior Management personnel have affirmed in writing their compliance with and adherence to the code of conduct adopted by the Company for FY22. A declaration to this effect signed by the Chairman & Managing Director of the Company is included in this Annual Report.

In terms of SEBI (LODR) Regulations, 2015 the CMD & CFO certificate of the FY22 and Declaration by CMD confirming the compliance declarations received from the Directors and the Senior Management personnel are appended as Annexure 11.

M/s MNK and Associates LLP, Company Secretaries in Practice, Delhi (Firm Registration No. L2018DE004900) have examined the requirements of Corporate Governance with reference to SEBI (LODR) Regulations, 2015 and have certified the compliance, as required under SEBI (LODR) Regulations, 2015. The Certificate in this regard is set out in this Report as Annexure 12.

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

The Company has put in place an Anti-Sexual Harassment mechanism in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

During the FY22, the Company has not received any complaint pertaining to sexual harassment and hence no compliant is outstanding as on 31 March 2022. The Company has filed an Annual Report with the concerned Authority in the matter.

RESEARCH AND DEVELOPMENT

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

FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits under Section 73 of the Companies Act, 2013 during the year and as such, no amount on account of principal or interest related thereto was outstanding as on the date of the Balance Sheet i.e., 31 March 2022.

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

During the FY22, there were no material and significant orders passed by the Regulators or Courts or Tribunal.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

MAINTENANCE OF COST RECORDS

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

OTHER INFORMATION

i. Proceeding under Insolvency and Bankruptcy Code, 2016 The Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code") during the Financial Year and does not have any proceedings related to IBC Code.

ii. The Company has not made any onetime settlement during the Financial Year 2022 with Banks or Financial Institution.

ACKNOWLEDGMENT

On behalf of the Directors of the Company, I would like to place on record our sincere gratitude to the Ministry of Power, Central Electricity Regulatory Commission (CERC) Members, State Electricity Regulatory Commissions (SERCs) Members and Staff, Central Electricity Authority (CEA), National Load Despatch Centre (NLDC), Regional Load Despatch Centers (RLDCs), State Load Despatch Centers (SLDCs), State Electricity Regulatory Commissions (SERCs), Power Grid Corporation Ltd. (PGCL), Stock Exchanges (NSE & BSE), Financial Institutions, Shareholders, Bankers, depositories, Registrar and Transfer Agents (RTA), Members of the Exchange and, Business Associates for their continued support.

Finally, we also wish to place on record our deep appreciation for the contribution made by all our employees and their families. Our consistent growth was made possible by their hard work, cooperation and support.