b) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity share. The par value of the shares is ^ 1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees.

During the current year, the Company had declared final dividend for the year ended 31 March 2022 @ ^ 1 per equity share which was recommended by the Board of Directors in its meeting held on 27 April 2022 and approved at the AGM held on 2 September 2022.The same has been paid during the year.

Further, the Board of Directors of the Company has recommended a final dividend of ^ 1/- per equity share of face value of ^ 1 each for the financial year ended 31 March 2023, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

d) Details of shares issued for consideration other than cash / bonus shares / bought back

During the year ended 31 March 2023, the Board of Directors of the Company, at its meeting held on 25 November 2022, approved the buyback of equity shares from the open market route through the Indian stock exchanges, amounting to f 9,800 (maximum buyback size, excluding buyback tax) at a price not exceeding f 200 per share (maximum buyback price), subject to approval of the members of the Company. The Shareholders approved the proposal for buyback of Equity Shares recommended by its Board of Directors by way of e-voting on the postal ballot, the results of which were declared on 30 December 2022. The buyback was offered to all eligible equity shareholders of the Company (other than the Promoters, the Promoter Group and Persons in Control of the Company) under the open market route through the stock exchange. The buyback of equity shares through the stock exchange commenced on 11 January 2023 and was completed on 16 March 2023. During this buyback period, the Company purchased and extinguished a total of 6,976,798 equity shares from the stock exchange at a weighted average buyback price of f 140.45 per equity share comprising 0.78% of the pre buyback paid up equity share capital of the Company. The buyback resulted in a cash outflow of f 9,798.96 (excluding transaction costs and tax on buyback). The Company funded the buyback from its free reserves in accordance with the provision of Section 68 of the Companies Act, 2013. In accordance with Section 69 of the Companies Act, 2013, as at 31 March 2023, the Company has created a 'Capital Redemption Reserve' of f 69.77 equal to the nominal value of the above shares bought back as an appropriation from the general reserve.

During the previous year, the Company had issued 599,113,022 equity shares of f 1 each as fully paid-up bonus shares representing a ratio of 2 (Two) equity share for every 1 (One) equity share outstanding on the record date.

The Company had on 10 April 2019 completed the buyback of 3,729,729 fully paid-up equity shares of f 1 each (representing 1.23% of the total number of equity shares in the paid-up share capital of the Company) at a price of f 185 (Rupees One Hundred Eighty Five only) per equity share (the "Maximum Price") paid in cash aggregating to a total consideration of f 6,900.

There are no shares issued for consideration other than cash and no shares were bought back during the period of 5 years immediately preceding the reporting date, except mentioned above.

e) Employee stock options

Terms attached to stock options granted to employees are described in Note 47.

f) During the current year, Nil options (previous year 119,400) (pre bonus) and 180,000 options (previous year : 150,000) (post bonus) out of the options granted earlier have been exercised.

g) Promoter shareholding as on 31 March 2023 is Nil (previous year : Nil)

Nature of reserves:

Employee stock options outstanding account

Employee stock options outstanding account is used to record the impact of employee stock option scheme. Refer note 47 for further details of this plan.

ESOP Trust reserve

ESOP Trust reserve represents the surplus arising in the books of ESOP Trust from profit on the issue of shares to employees, dividend earned by the Trust and other income/ expenses included in the statement of profit and loss.

Retained Earnings

This reserve represents undistributed accumulated earnings of the Group as on the balance sheet date.

Capital redemption reserve

Capital redemption reserve has been created to the extent of share capital extinguished ^ 69.77 (31 March 2022: Nil). The opening balance of the previous year was utilised for issing Bonus shares.

(i) Defined contribution plans:

Provident fund and National Pension Scheme

The Company makes contributions, determined as a specified percentage of employees' salaries, in respect of qualifying employees towards Provident Fund (pf) and National Pension Scheme (NPS). The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as expense towards such contributions for the year aggregated to f 168.33 (31 March 2022 f 144.07).

(ii) Defined benefit plans:

Gratuity

The Company has a defined benefit plan that provides for gratuity. The gratuity plan entitles all eligible employees who have completed five years or more of service to receive half month's salary for each year of completed service at the time of retirement, superannuation, death or permanent disablement, in terms of the provisions of the payment of Gratuity Act, 1972 or as per Company's scheme whichever is more beneficial. The following table summarizes the position of assets and obligations:

The sensitivity analysis is based on a change in above assumption while holding all other assumptions constant. The changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting year) has been applied, as has been applied when calculating the provision for defined benefit plan recognised in the Balance Sheet.

Sensitivities due to mortality and withdrawals are not material & hence impact of change due to these have not been calculated.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior years.

h) Risk exposure:

i) Changes in discount rate

A decrease in discount yield will increase plan liabilities. ii) Mortality table

The gratuity plan obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in plan liabilities.

36. Leases

Leases where the Company is a lessee:

The Company has entered into lease transactions mainly for leasing of office premise for a period between 1 to 9 years. The terms of lease include terms of renewal, increase in rents in future periods, which are in line with general inflation, and terms of cancellation. None of the leases consists of any variable lease payment terms. Extension and termination options are included in a number of property lease arrangements of the Company. These are used to maximise operational flexibility in terms of managing the assets used in the Company's operations. The majority of extension and termination options held are exercisable based on mutual consent of the Company and respective lessors and uses to assess the short term leases. The aggregate depreciation expense on Right of Use assets is included under depreciation and amortization expense in the Statement of Profit and Loss. (Also, refer note-4(a)).

38. Provisions and contingent liabilities

a. The Company is directly or indirectly (through its members/other parties) involved in lawsuits, claims, and proceedings, which arise in the ordinary course of business. The Company or its members/other parties have challenged these litigations with respective authorities. Based on the facts currently available, management believes that likelihood of outflow of resources is remote.

b. During the financial year 2018-19, the Company had received a show cause notice from the service tax department for reversal of Cenvat credit of ^ 170.88. During the financial year 2021-22, the Additional Commissioner (Adj.) CGST Delhi issued an order raising demand of ^ 170.88 and also imposed equivalent penalty of ^ 170.88, against which the Company had filed an appeal before the Hon'ble Custom, Excise & Service Tax appellate Tribunal, Delhi (CESTAT). As on date, the matter is pending for hearing before CESTAT. While the ultimate outcome of the above mentioned appeals cannot be ascertained at this time, based on current knowledge of the applicable law, management believes that matter raised by department is not tenable and highly unlikely to be retained and accordingly believe that no amount will be payable to the concerned authorities.

c. In February 2019, the Honorable Supreme Court of India in its judgement clarified the applicability of allowances that should be considered to measure obligations under Employees Provident Fund Act, 1952. There are interpretative challenges on the application of judgement retrospectively and as such the Company does not consider any probable obligations for past periods. Accordingly, the impact of such judgement has been considered prospectively by the Company.

39. Corporate social responsibility

a. Pursuant to section 135 of the Companies Act, 2013, the Company has incurred expenditure in respect of various projects/ programmes as covered under Schedule VII of the Companies Act. Details of expenses incurred are given below:-

31 March 2023

a. Gross amount required to be spent by the Company during the year was ^ 565.89.

b. The Company has brought forward ^ 595.19 excess CSR paid in previous year and further paid ^ 626.95 towards CSR activities during the financial year 2022-23. Out of total amount of ^ 1,222.14, the Company utilised ^ 565.89 towards current year's CSR obligation, and carried forward balance ^ 656.25 for set off in subsequent years.

41. Financial Risk Management

The Company's activities expose it to the followings risks arising from financial instruments:

• Credit risk

• Liquidity risk

• Market risk

This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk.

Risk Management framework

The Company's Board of Directors ("the Board") has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyse the risk faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as regulatory risk, compliance risk, technology related risk, IT risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity. The Company's risk management is carried out by an Enterprise Risk Management Committee under risk policy approved by the Board.

The Company's Audit Committee oversees how management monitors compliance with Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to risks faced by the Company.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The carrying amount of the financial assets represents maximum credit exposure.

Credit risks on cash and cash equivalents and bank deposits is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit agencies. Investments primarily include investments in mutual fund units, target maturity funds, fixed maturity plans and investment in bonds with fixed interest income. The management actively monitors the net asset value of investments in mutual funds, interest rate and maturity period of these investments. The Company does not expect the counterparty to fail in meeting its obligations. However, investment in target maturity funds and fixed maturity plans of mutual funds are exposed to uncertainties as regards to fulfilment of obligations by counter-party. The Company has not experienced any significant impairment losses in respect of any of the investments. Security deposit given for facilities taken on rent will be returned/ adjusted at the end of lease term. Hence, the credit risk associated with such deposits is relatively low. Accordingly, no provision for expected credit loss has been provided on these financial assets.

Credit risk on trade receivable is also very limited. The Company mitigates its exposure to risks relating to trade receivables from its members / clients by requiring them to comply with the Company's established financial requirements and criteria for admission as members / clients. As a process, the Company collects the amounts from buyer for purchase of power, including transmission and other charges and exchange fees on or before the delivery and pays out the amount to seller for sale of power one day after delivery. Further, transmission charges etc. are paid to system operator on the next day from the day of trade. Further, the Company also holds and maintain settlement guarantee funds for settlement of defaults by any of the members/ clients.

(ii) Provision for expected credit losses

(a) Financial assets for which loss allowance is measured using 12 month expected credit losses

The Company has assets where the counter- parties have sufficient capacity to meet the obligations and where the risk of default is very low. Hence, no impairment loss has been recognised during the reporting periods in respect of these assets.

(b) Financial assets for which loss allowance is measured using life time expected credit losses

The Company has customers with strong capacity to meet the obligations and therefore the risk of default is negligible or nil. Further, management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical payment behavior and extensive analysis of customer credit risk and SGF funds available with the Company and hence no impairment loss has been recognised during the reporting year in respect of trade receivables.

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by payments or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company believes that its liquidity position, comprising total cash (including bank deposits under lien) and shortterm investments and anticipated future internally generated funds from operations, will enable it to meet its future known obligations in the ordinary course of business. However, if liquidity needs were to arise, the Company believes it has access to financing arrangements which would enable it to meet its ongoing capital, operating and other liquidity requirements.

Market risk

Market risk is the risk that future cash flows of financial instruments will fluctuate because of change in market price. Market comprises two types of risk namely: currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

A. Currency risk

Currency Risk is the risk that the future cash flows of a financial instrument will fluctuate because of change in foreign exchange rates. The Company is not exposed to the effects of fluctuations in the prevailing foreign exchange rates on its financial position and cash flows since all financial assets / liabilities are receivable / payable in Indian currency.

Fair value sensitivity analysis for fixed-rate instruments

The Company's fixed rate instruments are carried at amortised cost. They are therefore not subject to interest rate risk, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

42. Capital Management

The Company's objectives when managing capital are to safeguard their ability to continue as a going concern so that they can continue to provide returns to shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital. The Company does not have any debt outstanding as on 31 March 2023 and 31 March 2022.

43. Operating segments

The Company is a power exchange. The entire operations are governed by similar set of risk and returns. Accordingly, the Company's activities/ business is reviewed regularly by the Company's Chairman & Managing Director alongwith the Board of Directors of the Company, from an overall business perspective, rather than reviewing its activities as individual standalone components. Thus, the Company has only one operating segment, and no reportable segments in accordance with Ind AS 108 - Operating Segments.

44. Additional Disclosures

a. The Company does not have any immovable property other than properties where the Company is a lessee and the lease agreements are duly executed in favour of the lessee.

b. The Company has not revalued its property, plant and equipment (including Right-of-Use Assets) and intangible assets during the current and previous year.

c. No proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

d. The Company has not been declared as a wilful defaulter by any bank or financial Institution or other lender during the current and previous year.

e. There are no charges or satisfaction yet to be registered with ROC beyond the statutory period during the current and previous year.

f. There are no funds which have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

g. There are no funds which have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

h. There are no transactions which have been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 during the current and previous year.

i. The Company has not traded or invested in Crypto currency or Virtual currency during the curent and previous year.

j. The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during the current and previous year.

a. Description of share-based payment arrangements

During the financial year 2010-2011, the Company had framed an Employee Stock Option Scheme - 2010 ("ESOP 2010"), which was duly approved by the Shareholders and Board of Directors of the Company. Accordingly, the Company allotted 606,572 number of equity shares of ^ 10 each (post sub division equivalent to 6,065,720 of ^ 1 each) to IEX ESOP Trust ("ESOP Trust") which administers ESOP 2010 on behalf of the Company. Subsequently, ESOP 2010 has been amended by special resolution passed at the Extra-ordinary General Meeting held on 16 May 2017 by the shareholders of the Company.

Further, the Shareholders of the Company vide their special resolution passed at the Annual General Meeting held on 27 September 2013 had authorised the Board of Directors/ Compensation Committee of the Company to vary the terms of ESOPs including the vesting period for selective/specific eligible employees in respect of the options which have yet not been granted or granted but which have not been vested yet, subject to a minimum vesting period of one year from the date of grant under ESOP 2010.

In the Annual General Meeting of the Company held on 18 September 2018, the Shareholders of the Company had approved the sub-division of the nominal value of equity shares of the Company from the earlier nominal value of ^ 10 each to nominal value of ^ 1 each, thereby all the numbers have been reinstated.

49. The Company had constituted a separate 'Settlement Guarantee Fund' ('SGF') in respect of the activities carried out in various contracts being traded at the exchange platform. The members are required to contribute interest free margin money which forms part of the SGF. However, as per CERC order dated 09 October 2018, the Company has to share 70% of the return earned on 'initial security deposits' with the Members. The margin money is refundable, subject to adjustments, if any. Such fund is also termed as Settlement Guarantee Fund. The Cash Margin Money forming part of SGF is ^ 2,025.71 (previous year ^ 1,931.49) and same has been disclosed under note 23 - Other current financial liabilities i.e. ^ 1,927.62 (previous year ^ 1,882.27) under Deposits towards Settlement Guarantee Fund and note 18 - Other non current financial liabilities - Deposits towards Settlement Guarantee Fund i.e. ^ 98.09 (previous year ^ 49.22). These balances have been accounted for on amortised cost basis. The Company had also collected non cash portion of the Settlement Fund comprising collateral such as bank guarantees, received from the members amounting to ^ 225.00 (previous year ^ 75.00) which does not form part of the Balance Sheet.

50. The Company receives trading margin deposits from the members corresponding to their average trading volume during last 7 days. Trading margin money is refundable, subject to adjustments, if any. The Cash Margin Money forming part of trading margin deposits is ^ 13,663.48 (previous year ^ 24,928.88) and same has been disclosed under note 23 - Other current financial liabilities. The Company has also collected non cash portion of the trading margin deposits comprising collateral such as bank guarantees, received from the members amounting to ^ 2,630.00 (previous year ^ 1,605.00) which does not form part of the Balance Sheet.

51. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the final rules are yet to be framed. The Company will carry out an evaluation of the impact and record the same in the financial statements in the period in which the Code becomes effective and the related rules are published.

52. The Company has incorporated a wholly-owned subsidiary in India, International Carbon Exchange Private Limited (ICX) on 27 December 2022, to explore business opportunities in the Carbon Market. The Company has invested ^ 500 in the form of 5,000,000 Equity shares of face value of ^ 10 each.