Dear Shareholders,

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.

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").

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

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 Rs.74,695.17 Lakhs in FY'26 in comparison with Rs.65,736.69 Lakhs in FY'25. The Company's profit after tax for FY'26 was Rs.49,292.12 Lakhs compared to Rs.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.

During FY'26 and on the date of this report, there has been no change in the nature of business of the Company.

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.

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 Rs.url=https://

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

LVwOFFFg-6bH.pdf

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

The Board of Directors of the Company has recommended a final Dividend of '2.00/- (200%) per equity share of face value of Rs.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 Rs.17,833.85 Lakhs..

The total dividend for the financial year ended March 31,2026, amounts to Rs.3.5/- per equity share equivalent to 350% of face value of Rs.1/- each and would involve a total cash outflow of Rs.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.

There is no amount proposed to be transferred to the General Reserves account for FY'26.

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

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

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.

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.

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

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.

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.

"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.

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.

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.

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.

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.

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.

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.

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.

(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 Rs.7.71 crore, with Profit After Tax amounting to Rs.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

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 Rs.79 Crores and a net profit after tax of Rs.41.9 Crores. The share of profit of IGX considered in consolidation for FY'26 amounted to Rs.19.8 Crores.

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.

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 Rs.100 crore, comprising 10 crore equity shares of face value Rs.10 each.

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 Rs.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.

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 indepth 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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

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 Rs.3,546 Lakhs in Indian Gas Exchange Limited (IGX), an associate company; Rs.500 Lakhs in ICX Private Limited (Formerly known as International Carbon Exchange Private Limited), a wholly owned subsidiary and approximately Rs.122 Lakhs in Enviro Enablers India Private Limited (EEIPL).

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.

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.

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 & AntiFraud 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 Rs.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.

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.

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.

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.

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.

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.

During FY'26, the Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

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 Rs.year=2025-2026&quarter=

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.

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.

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.

• 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.

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.

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

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.

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.

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.

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.

(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.

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.