1. STATE OF COMPANY'S AFFAIRS FINANCIAL RESULTS

FINANCIAL HIGHLIGHTS

CONSOLIDATED FINANCIAL STATEMENT

Your Company has, in accordance with Section 129(3) of the Companies Act, 2013, prepared the annual consolidated financial statements, consolidating its financials with its wholly-owned subsidiary company, MCXCCL and the associate companies, CCRL and IIBH (from 04^th May 2022 to 14^th July, 2022 and from 12^th August, 2022 to 31^st March, 2023). The annual audited consolidated financial statements have been prepared in accordance with the requirements of Ind AS prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder, as applicable, and other accounting principles generally accepted in India and forms part of this Annual Report. A statement containing the salient features of financial statements of the Company's subsidiaries, associates & joint ventures in Form AOC-1 is attached as Annexure I to this Report.

TRADING PERFORMANCE

During FY 2022-23, the Average Daily Turnover (ADT) of commodity futures contracts stood at Rs. 23,514 crore vis-a-vis Rs. 26,178 crore in FY 2021-22, witnessing a decline of 10%. However, during the same period, the options ADT went up by 333% to Rs. 33,998 crore from Rs. 7,860 crore. The Average Realization Rate (ARR) for the futures remained unchanged at Rs. 2.07 per lakh (one side ADT) during the year. Overall traded Unique Client Codes for futures and options (UCC - PAN based) during the period increased from 4.71 lakh to 6.22 lakh.

The total turnover of commodity futures traded on your Exchange declined by 11% to Rs. 60.43 lakh crore in FY 2022-23 as against Rs. 67.54 lakh crore in FY 2021-22. In contrast, options turnover for the year went up by 331% to a record total turnover of Rs. 87.37 lakh crore as against Rs. 20.28 lakh crore in the previous year. The futures in bullion, energy, metals and agriculture registered a turnover of Rs. 28.20 lakh crore, Rs. 22.30 lakh crore, Rs. 9.50 lakh crore and Rs. 0.21 lakh crore, respectively, as against Rs. 26.45 lakh crore, Rs. 24.02 lakh crore, Rs. 15.08 lakh crore and Rs. 1.12 lakh crore in the previous year. On the other hand, options turnover in energy, bullion and metals recorded total of Rs. 81.92 lakh crore, Rs. 5.45 lakh crore and Rs. 0.01 lakh crore, respectively, during FY 2022-23 vis-a-vis Rs. 17.69 lakh crore, Rs. 2.58 lakh crore and Rs. 0.006 lakh crore, in the previous year.

In terms of metal delivery, a total of 83,746.5 metric tonnes (MT) of Base Metals were delivered through the exchange mechanism during FY 2022-23 as against 81,499 metric tonnes in FY 2021-22. During FY 2022-23, your Company's market share in commodity futures market stood at 96.8% as against 93.6% in the previous year. The volume of futures (in terms of contracts) traded on the Exchange decreased by 11% in FY 2022-23, to 128.8 million lots, as compared to 144.9 million lots in FY 2021-22. On the other hand, the volume of Options (in terms of contracts) traded increased by 323% in FY 2022-23, to 124.2 million lots, as compared to 29.3 million lots in FY 2021-22.

GLOBAL COMMODITY MARKET

After displaying significant increase during the calendar year (CY) 2021 following the reopening of the post-pandemic world, global commodity prices showed mixed trends during much of CY 2022. Prices in Agricultural and Energy commodities generally increased, while most Base Metal prices declined. Bullion prices remained relatively stable compared to the previous year.

Gold prices experienced high volatility, reaching near all-time highs in the first quarter of CY 2022 due to the Russia-Ukraine war, but dropped to two-year lows in the third quarter, due to a strong US dollar. Silver prices rose in the first quarter and fell significantly in late September, but managed to recover and close the year with a 2.3% increase compared to CY 2021. Among Base Metals, Copper, Aluminium, Zinc, and Lead prices declined by the close of CY 2022 after reaching record peaks in March. Nickel prices surged by 44.8% due to concerns over potential export sanctions on Russian Nickel and increasing demand due to global shift toward electric vehicles.

In the agricultural commodities segment, US soyabean, sugar, and wheat prices increased year-on-year by 14.7%, 7.7%, and 2.8% respectively, while US cotton prices dropped by 24.5% in CY 2022.

Energy prices reached multi-year highs in the first half of CY 2022 on the backdrop of increasing geopolitical tensions, however they subsequently dropped as worries emerged about a potential economic recession in many countries. Nevertheless, Brent and WTI crude oil prices saw increases of 11.1% and 7%, respectively on a year-on-year basis. Meanwhile, global natural gas prices fell in the second half of CY 2022 due to warmer-than-expected weather, improved energy efficiency, and changes in gas consumption behaviour. US natural gas prices were 20% higher in CY 2022 compared to the previous year.

Global commodity derivatives markets experienced a decline in trading volumes across all segments in CY 2022. Precious metals experienced the largest decrease, followed by Energy, Non-Precious Metals, and Agricultural commodities. Data from the Futures Industry Association (FIA) showed that aggregate volumes in these segments decreased by approximately 20% in CY 2022, compared to the previous year, reaching 6.6 billion contracts in the year. Precious Metals trading volumes were down by around 26%, while Energy, Non-Precious Metals, and Agricultural commodities' trading volumes declined by about 24%, 19%, and 15% respectively.

In the current CY 2023, macroeconomic signals emanating from the global economy show it in a gradual recovery phase, though uncertainties persist due to the lingering impact of the Russia-Ukraine conflict and high levels of inflation. As a result, global growth may remain subdued in the medium term, as per most estimates. The International Monetary Fund's July 2023 update to its World Economic Outlook (WEO) report suggests that global growth is expected to reach 3.0% in 2023, down from 3.5% in 2022, and remain at 3.0% in 2024 too. Efforts to control inflation globally are anticipated to reduce headline inflation from 7.3% to 4.7% in advanced economies (AEs) and from 9.8% to 8.6% among emerging market and developing economies (EMDEs) in 2023, as per IMF's WEO released in April 2023. These ongoing trends are likely to impact global commodity markets throughout the year.

Your Company's performance during the FY 2022-23 and outlook during FY 2023-24 may be analysed against this backdrop.

2. SHARE CAPITAL

There has been no change in the share capital of your Company during the year under review. As on 31^st March 2023, the paid-up share capital of your Company stood at Rs. 5,099.84 lakh comprising of 50998369 Equity shares of Rs. 10 each fully paid.

Your Company has, during the year under review, neither issued any Equity shares with differential voting rights nor issued any shares (including sweat equity shares) to its employees under any scheme.

3. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has complied with the specified time limit for implementation of Corporate Action.

4. TRANSFER TO RESERVES

For FY 2022-23, your Company does not propose to transfer any amount to the General Reserve.

5. SURPLUS IN PROFIT & LOSS ACCOUNT

An amount of Rs. 1,20,415 lakh (Previous Year Rs. 1,16,306 lakh) is proposed to be retained as surplus in the Profit and Loss Account.

6. DIVIDEND

The Board of Directors of your Company in its meeting held on 20^th May 2023, have recommended a dividend of Rs. 19.09 (191%) per equity share on a face value of Rs. 10 per share for the Financial Year ended 31^st March 2023, subject to the approval of shareholders at the ensuing Annual General Meeting.

The outgo on account of the proposed dividend of 191% (Previous Year 174%) to be paid by the Company aggregates to approximately Rs. 9,736 lakh, being a payout of 75% of the profit after tax (PAT) for the year ended 31^st March 2023, as against Rs. 8,874 lakh during the previous year.

Your Directors have recommended the dividend based on the Company's performance and adequacy of existing cash/ cash equivalent at its disposal to provide for capital expenditure on technology development and new business initiatives.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source. For more clarity on deduction of tax, please refer para on 'Tax Deducted at Source ("TDS") on Dividend' as mentioned in the notes to the Notice of 21st AGM.

7. MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year under review, the Memorandum of Association ('MOA') and Articles of Association ('AOA') of the Company were amended with the approval of the shareholders at their 20^th Annual General Meeting held on 27^th September 2022. Post receipt of approval of Shareholders, the Company has pre-published the MOA & AOA in the Gazette of Maharashtra and the Gazette of India, inviting public comments. The amendments were then approved by the SEBI vide letter dated 23^rd January 2023. Post receipt of approval from SEBI, the Company has published the amendments in the Gazette of Maharashtra and the Gazette of India respectively. Thereafter, the amended MOA and AOA was filed with Registrar of Companies.

8. INVESTOR RELATIONS

The Company continuously strives for excellence in its Investor Relations engagement with investors through physical, video and audio meetings through structured conference-calls and periodic investor/analyst interactions participation in investor conferences, quarterly earnings calls, and analyst meet from time to time. The Company's leadership team spent significant time to interact with investors to communicate the strategic direction of the business in a number of investors meets. No unpublished price sensitive information is discussed in these meetings. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company's website.

9. MAJOR EVENTS OCCURRED DURING THE YEAR:

A. MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE 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 FY 2022-23 to which the financial statement relate and the date of this Report except to the extent stated at point 1 above regarding technology expenses.

B. CHANGE IN THE NATURE OF BUSINESS:

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

C. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year, following orders were passed:

2. SEBI has passed an order dated 28^th February 2023, against MCX imposing a penalty of Rs. 6,00,000/- for the following alleged violations:

A. As per Clause 4 of SEBI circular dated 16^th September 2016, MCX did not have systems in place for verification of Sikkim based clients, who are exempted from submission of PAN. A special audit was carried out to verify the allegation and it was observed that Management has consistently followed the same process/procedure and there was no malafide intent on the part of the Management.

B. It was purported that MD & CEO was not the Relevant Authority for levying of penalty on Trading Members according to the ToR of MCSGFC as prescribed in SEBI circular dated 10^th January 2019 and that penalty ought to have been levied by MCSGFC by formulating a policy.

The Company has paid the penalty of Rs 6,00,000/- on 12^th April 2023.

Except the above, no significant and material orders were passed, during the year under review, by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

10. INVESTOR EDUCATION AND PROTECTION FUND TRANSFER OF UNCLAIMED DIVIDEND AND TRANSFER OF SHARES

Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("the Act") read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer of such amount to Unpaid Dividend Account, is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

The Company had, accordingly transferred the following amount to IEPF during the year under review:

TRANSFER OF SHARES

Pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has not been paid or claimed for last seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ("IEPF Account") within a period of thirty days of such shares becoming due to be transferred.

Accordingly, 731 equity shares of Rs.10/- each on which the dividend remained unpaid or unclaimed for last seven consecutive years with reference to the due date of 04^th December 2022, were transferred during the FY 2022-23 to the IEPF Authority after following the prescribed procedure.

All equity shares in respect of which dividend has not been paid or claimed for last seven consecutive years shall be transferred by the Company to IEPF Authority in accordance with provisions of the Act and IEPF Rules made thereunder. Members who have not enchased any of their dividends, which have not been transferred to IEPF Authority, are advised to claim their dividends.

Any Shareholder whose dividend/shares are transferred to IEPF can claim the shares by making an online application in Form IEPF-5 (available on www.iepf.gov.in ).

DETAILS OF NODAL OFFICER:

Name: Manisha Thakur, Company Secretary and Compliance Officer Email address: Manisha.Thakur@mcxindia.com

The Company has transferred the following unclaimed dividend amount and shares to IEPF as on 31^st March 2023:

Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account upto 31^st March 2023, and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer:

11. PUBLIC DEPOSITS

Your Company has not invited any deposits from the public, and as such, no amount of principal or interest related thereto was outstanding as on 31^st March 2023.

12. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March 2023, are set out in Note 4 & 8 to the Standalone Financial Statements of the Company.

The Company has not provided any guarantee or security to any person or entity and has not made any loans and advances in the nature of loans to firms/companies in which Directors of the Company are interested.

13. MEETINGS OF THE BOARD

During the FY 2022-23, 13 (Thirteen) meetings of the Board of Directors were held. The details of meetings of the Board, are provided in the Corporate Governance Report forming part of this Annual Report.

Separate meetings of the Public Interest Directors were held on 15^th June 2022, 26^th July 2022, 22^nd August 2022, 18^th November 2022 and 14^th March 2023.

14. DIRECTORS

Your Company has a well-diversified Board comprising of Directors coming from various walks of life and having wide range of experience, in the areas of management, technology, governance, risk management, capital market, leadership and finance. A multi-faceted talent-pool enables leveraging multitude of thoughts, perspectives, knowledge base, skills and industry experiences, to ensure effective corporate governance and sustained commercial success of the Company.

As on 31^st March 2023, the Board comprised of 11 (eleven) Directors, of which 6 (six) were Public Interest Directors (PID)/Independent Directors, 4 (four) were Shareholder Directors/Non-Independent Directors and 1 (one) Managing Director. Your Company had 1 (one) Woman Independent Director on the Board, in compliance with the SEBI (LODR) Regulations, 2015.

A "Public Interest Director" under the SECC Regulations, 2018, means an Independent Director representing the interests of investors in securities market and who is not having any association, directly or indirectly, which in the opinion of the Board, is in conflict with his/her role, and accordingly such Directors are considered as Independent Directors for adhering compliance with the provisions of the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

As mandated, all the Public Interest Directors of your Company have been duly registered with the databank for Independent Directors maintained by the Indian Institute of Corporate Affairs.

Your Company has received confirmations from all the Public Interest Directors to the effect that each of them meets the criteria of independence, as prescribed under Regulation (16)(1)(b) of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The nomination/ appointment of Independent Directors/Public Interest Directors on the Board of your Company is in accordance with the eligibility conditions prescribed by SEBI and is made with the approval of SEBI.

Further, all the Directors have confirmed that they are 'Fit and Proper,' in terms of the SECC Regulations, 2018. Your Company has also obtained affirmation of adherence to Schedule IV of the Companies Act, 2013 and the Code of Conduct of your Company in accordance with the SEBI (LODR) Regulations, 2015 from all the Directors, as applicable.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

During the year under review, the tenure of Mr. Saurabh Chandra (DIN: 02726077), Public Interest Director/ Independent Director of the Company was completed on 02^nd July 2022 pursuant to SECC Regulations, 2018. Further, the tenure of Ms. Pravin Tripathi (DIN: 06913463) and Mr. Bhartendu Kumar Gairola (DIN: 02442205), Non-Executive Independent Directors/Public Interest Directors of the Company was completed on 16^th September 2022 pursuant to SECC Regulations, 2018. In order to fill the resulting vacancies, with the approval of SEBI Mr. Ashutosh Vaidya (DIN: 06751825), Mr. Ved Prakash Chaturvedi (DIN: 00030839) and Ms. Sonu Bhasin (DIN: 02872234) were appointed as a Non-Executive Independent Directors/Public Interest Directors for a period of three years in terms of SECC Regulations, 2018 with effect from 17^th September 2022.

Mr. Ved Prakash Chaturvedi vide his letter dated 11^th August 2023 has tendered his resignation as Non-Executive- Independent Director/Public Interest Director of the Company with effect from 11^th August 2023 for personal reasons. Mr. Chaturvedi in his letter has also confirmed that there are no other material reasons for his resignation other than those mentioned in the resignation letter.

Pursuant to Section 152 of the Companies Act, 2013 read with relevant rules framed thereunder Mr. Chengalath Jayaram (DIN: 00012214), Shareholder Director/Non-Independent Director, was liable to retire by rotation at the 20^th Annual General Meeting ("AGM") held on 27^th September 2022. However, Mr. Jayaram had communicated to the Company that he was not seeking reappointment. Accordingly, Mr. Jayaram has retired from the position of Shareholder Director/Non-Independent Director in the Company with effect from conclusion of 20^th AGM of the Company held on 27^th September 2022.

Further, shareholders of the Company at its 20^th Annual General Meeting held on 27^th September 2022 had approved appointment of Mr. Arvind Kathpalia (DIN: 02630873) as a Shareholder Director/Non-Independent Director on the Board of the Company, subject to approval of SEBI. Thereafter, with approval of SEBI vide letter dated 06^th December 2022 and approval of the Board of Directors Mr. Kathpalia was appointed as Shareholder Director/Non-Independent Director with effect from 06^th December 2022.

The Board of Directors places on record their earnest appreciation to the invaluable contribution, leadership and guidance extended by Mr. Saurabh Chandra, Ms. Pravin Tripathi, Mr. Bhartendu Kumar Gairola, Mr. Chengalath Jayaram and Mr. Ved Prakash Chaturvedi to the Board and the Management of the Company during their association.

In accordance with the provisions of the Companies Act, 2013, Mr. Hemang Raja (DIN: 00040769), Shareholder Director/Non-Independent Director, who has been longest in office since his appointment, is liable to retire by rotation at the ensuing AGM and being eligible, is seeking re-appointment. The Board recommends his re-appointment.

As Mr. Vivek Krishna Sinha would be superannuating from NABARD in October 2023, the Exchange received a letter dated 15^th June 2023, from NABARD, proposing the candidature of Ms. Suparna Tandon (DIN: 08429718), Chief General Manager, NABARD in terms of Section 160 of the Companies Act, 2013, as a Shareholder Director i.e. Non-Independent Director on the Board of MCX. Further, the appointment of Ms. Suparna Tandon (DIN: 08429718) as Non-Independent Director was recommended by the Nomination and Remuneration Committee in its meeting dated 20^th July 2023, and approved in the Board Meeting dated 29^th July 2023. Post approval by the shareholders, the appointment would be subject to approval of SEBI. NABARD vide letter dated 19^th June 2023, informed that, Mr. Vivek Krishna Sinha shall continue as Shareholder Director/Non-Independent Director till the completion of process of appointment of Ms. Suparna Tandon as Shareholder Director/Non-Independent Director.

15. INDEPENDENT EXTERNAL EXPERT

During the year under review, the tenure of Prof. P S Dhekne as an Independent External Expert in the Standing Committee on Technology (SCT) was completed on 11^th November 2022 pursuant to SECC Regulations, 2018. In view of the same, Mr. Madhusudhan K M was appointed as an Independent External Expert in Standing Committee on Technology with effect from 22^nd December 2022.

Further, the tenure of Mr. Suresh Gupta as an Independent External Expert in the Member Core Settlement Guarantee Fund Committee (MCSGFC) and Regulatory Oversight Committee (ROC) was completed on 21^st August 2022 and 23^rd September 2022 respectively, pursuant to SECC Regulations 2018. In view of the same, Mr. S. Gopalan was appointed as an Independent External Expert in MCSGFC with effect from 22^nd August 2022. Thereafter, Mr. S. Gopalan ceased to be an Independent External Expert in MCSGFC with effect from 06^th February 2023 due to acceptance of full time employment elsewhere with effect from 30^th January 2023. In view of the same, Mr. S V Krishnamohan was appointed as an Independent External Expert in MCSGFC with effect from 21^st March 2023.

Pursuant to cessation of Mr. Suresh Gupta as an Independent External Expert in the ROC, Mr. R Anand was appointed as an Independent External Expert in ROC with effect from 30^th July 2022.

The Independent External Experts are appointed for a period of three years, with further extension of three years subject to performance evaluation.

16. KEY MANAGERIAL PERSONNEL (KMP)

The following employees became KMPs under the SECC Regulations, 2018 during FY 2022-23:

Mr. Abhishek Govilkar has been appointed the Vice President - Product Management Team (Agri) of the Company with effect from 21^st June 2023.

As Mr. Sanjay Golecha, ceased to be the Chief Regulatory Officer ("CRO") of the Company with effect from 30^th June 2022. Pending appointment of CRO, Mr. Himanshu Ashar, Vice President, Market Operations & Surveillance & Investigation was assigned interim charge of the office of the CRO with effect from 01^st July 2022 until further orders.

Mr. Shashank Sathe, ceased to be the Chief Technology Officer ("CTO") of the Company with effect from 28^th April 2023. Pending appointment of CTO, Dr. Rajendra Narayanan, Chief Digital Officer was assigned interim charge of CTO portfolio w.e.f. 24^th April 2023 until further orders.

Dr. Ajit Phanse ceased to be the Vice President - Inspection and Audit with effect from 02^nd May 2023.

17. PERFORMANCE EVALUATION OF THE BOARD

Your Company has formulated a Policy for Performance Evaluation/Review in accordance with the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, SECC Regulations 2018, SEBI Circular dated 05^th January 2017 providing guidance to listed entities about various aspects involved in the Board Evaluation process ("SEBI Guidance Note") and SEBI circular dated 05^th February 2019 on performance review of Public Interest Directors.

The Policy has been framed with an objective to ensure that Individual Directors of the Company and the Board as a whole, work efficiently and effectively, for the benefit of the Company and its stakeholders.

Your Company has implemented a system of evaluating performance of the Board of Directors, its Committees and Individual Directors, through peer evaluation, excluding the Director being evaluated, on the basis of a structured questionnaire.

i. Internal Evaluation of Individual Director's Performance

Level of participation and contribution to the performance of Board/Committee(s) meetings, qualification & experience, knowledge and competency, fulfilment and ability to function as a team, initiatives taken, adherence to the rules/regulations, having independent views and judgement, providing guidance to senior management and Board members, etc.

ii. External Evaluation of Individual Director's Performance

Pursuant to SECC Regulations, 2018 read with SEBI circular dated 05^th February 2019, the tenure of PIDs may be extended by another 3 years, subject to performance evaluation, internal and external, both carrying equal weightage Such PIDs shall be subject to:

a. Internal evaluation by all the governing Board Members, based on the criteria for the performance review of Individual Director; and

b. External evaluation by a management or a human resources consulting firm based on their pre-determined criteria.

iii. Evaluation of the Board as a Whole

Providing entrepreneurial leadership to the Company, having clear understanding of the Company's core business and strategic direction, maintaining contact with management and external stakeholders, ensuring integrity of financial controls and systems of risk management, making high quality decisions, monitoring performance of management, maintaining high standards of integrity and probity, encouraging transparency, etc.

iv. Chairman's Performance Evaluation

Providing effective leadership, setting effective strategic agenda of the Board, encouraging active engagement by the Board members, providing guidance and motivation to MD & CEO, impartiality in conducting discussions, establishing effective communication with all stakeholders, etc.

v. Performance Evaluation of Board Committees

Sufficiency in the scope for addressing the objectives, effectiveness in performing the key responsibilities, adequacy in composition and frequency of meetings, quality of relationship of the Committee with the Board and the management, clarity of agenda discussed, discussion on critical issues, clarity of role and responsibilities, etc.

18. BUSINESS OPERATIONS

The Company is an affiliate member of the International Organisation of Securities Commissions (IOSCO), which is an international body that brings together the world's securities regulators and is recognised as the global standard setter for the securities sector. The Exchange is ranked world's 5^th largest Exchange by the number of commodity Options contracts traded in CY 2022, improving from 6^th position last year. (Source: FIA Annual Volume trading statistics).

With an aim to seamlessly integrate with the global commodities ecosystem, MCX has forged strategic alliances with leading international exchanges such as CME Group and London Metal Exchange (LME). The Exchange also signed Memorandum of Understanding (MoUs) with renowned global exchanges viz. Dalian Commodity Exchange (DCE), Taiwan Futures Exchange (TAIFEX), Zhengzhou Commodity Exchange (ZCE) and European Energy Exchange AG (EEX) to facilitate

cooperation in areas of sharing knowledge and expertise, education & training, etc. In April '22, MCX signed a consultancy agreement with Chittagong Stock Exchange Limited (CSE) for setting up the first commodity derivatives platform of Bangladesh. Under this agreement, MCX shall assist and provide consultancy services in the areas of products, clearing and settlement, trading, warehousing, regulatory aspects, etc. The Exchange has also tied-up with various trade bodies, industry associations and educational institutions across the country. These partnerships enable the Exchange to improve trade practices, increase awareness, and facilitate overall growth and development of the commodity market.

Bullion

In pursuit of the Atmanirbhar Bharat mission, your Company has embarked upon the path of recognizing domestic bullion refiners for good delivery of Gold on Exchange platform.

MCX has recorded the delivery of 2116 kg of Indian refined Gold valued at Rs. 3961 crore via MCX empanelled domestic refiners for delivery of Gold under the existing contract specifications of Gold Mini (100 grams) Futures contract during the FY 2022-23.

The Bullion segment attained various landmarks during FY 2022-23:

The MCX Gold kg Options contract registered an average daily turnover of Rs. 1572 crore in FY 2022-23 up by 84% from Rs. 854 crore in FY 2021-22. It's highest turnover (post LES) of Rs. 16,713 crore was observed on 24^th March 2023.

After success of Gold Options with Gold (1 kg) Futures as underlying contract, MCX launched Gold Mini Options with Gold Mini (100 gram) Futures as underlying on 25^th April 2022.

The average daily turnover of Gold Mini Options with Gold Mini (100 gram) Futures as underlying during FY 2022-23 was Rs. 132 crore.

Gold Mini Options with Gold Mini (100 gram) Futures as underlying recorded the highest volume and turnover of 1290 kg and Rs. 760 crore respectively on 27^th March 2023 and recorded the highest open interest of 836 kg on 09^th February 2023 during the FY 2022-23.

Similarly, MCX Silver Options contract registered an average daily turnover of Rs. 355 crore in FY 2022-23 up by 163% from Rs. 135 crore in FY 2021-22.

Further, the average daily turnover of Silver Mini Options with Silver Mini (5 kg) Futures as underlying during FY 2022-23 was Rs. 62 crore. The contract recorded it's highest volume and turnover of 58 MT and Rs. 386.45 crore respectively on 13^th March 2023 and recorded the highest open interest of 35 MT on 31^st March 2023.

Continued success of new product design in Bullion:

Gold Petal Futures contract has seen delivery of 76.145 kg (76145 coins) since its launch in October 2019 till 31^st March 2023.

Similarly, Silver (1kg) Micro contract has seen successful delivery of 97503 kg from February 2020 series onwards till 31^st March 2023 and Silver Mini (5 Kg) has seen successful delivery of 110160 kg from June 2020 series onwards till 31^st March 2023.

A product profile for Bullion has been hosted on the website of the Company to help investors understand the physical market dynamics which influence the trading on the Exchange.

ENERGY SEGMENT PRODUCTS

The world witnessed strained global energy supply chains at the start of the Financial Year, which was triggered by war between Russia and Ukraine. Energy markets and countries' policies for addressing market and trade vulnerabilities observed a major transition. Russia's curtailment of natural gas to Europe and sanctions on imports of oil and gas from Russia, created an intense change of focus in the overall international energy landscape.

The global energy crisis had implications on all countries, which led them to review their energy requirements and energy mix to achieve energy security and self-sufficiency. Global economic uncertainty continued to be high and downside risks became predominant, as most Asian and European countries were struggling to fight inflation effectively, despite continued monetary tightening by central banks.

With global geopolitical and economic uncertainties intensifying, especially global inflation, the crucial role that oil & gas industry plays in the global economy and national security, was only reinforced. In fact, the global energy trade also witnessed changes in the commercial terms in the form of replacement of dollar denominated transactions with other currencies.

On domestic front, India continued to be the third-largest consumer of crude oil in the world as of 2022. However, the domestic oil imports saw a surge in Russian crude oil grade replacing most of OPEC origin grades that led to a reduction in India's export bills. Further petroleum products were also the most exported commodities from India to various other countries, amounting to around $86 billion during FY 23 (April 2022 to February 2023). The oil & gas sector is among the eight core industries in India and also is closely linked to policies and fundamental dynamics of other economic sectors.

MCX Energy Contracts Overview

With our vision of catering to wider value chain participants in the energy complex, the Exchange launched mini futures contracts, both crude oil and natural gas. The crude oil mini futures were launched on 03^rd March 2023 and natural gas mini futures on 14^th March 2023.

Both the contracts garnered good interest and wide acceptance by market participants, clocking an Average Daily Turnover (ADT) of Rs.191 Crores (since its launch till 31^st March 2023) in crude oil and an ADT of Rs.37 Crores (since its launch till 31^st March 2023) in natural gas.

The MCX Crude oil futures contracts registered an ADT of Rs. 3,516 Crores in FY 2022-23. The MCX Natural gas futures contracts registered an average daily turnover of Rs. 5,108 Crores in FY 2022-23, up by 6% from Rs.4,811 crores in FY 2021-22.

Phenomenal success has been witnessed in the options contracts. MCX Crude oil options registered an ADT of Rs.25,787 crores during FY 2022-23, compared to an ADT of Rs.6,590 crores during 2021-22, marking a remarkable increase of 291%. Infact the Crude oil options contracts set a benchmark by registering highest turnover of Rs.1,24,952 crores on 15^th March 2023.

On similar lines, the MCX Natural gas options also saw incredible growth of 411%, after it clocked an ADT of Rs.5,963 crores during FY 2022-23, as compared to Rs.1,168 crores in FY 2021-22. MCX Natural Gas Options contract registered its highest turnover of Rs.25,283 crores on 22^nd November 2022.

MCX agriculture commodities futures registered an average daily turnover of Rs. 81.73 crore in FY 2022-23 compared to Rs. 435 crores in FY 2021-22. Cotton contract was available from April-December 2022. Modified Cotton Candy contract was launched on 13^th February 2023, thereby leaving a gap from 01^st January to 12^th February 2023 with no contract to trade on. The MCX Cotton contract Clocked an average daily turnover of Rs. 78.82 crore in 2022-23 compared to Rs. 160 crore in FY 2021-22. Average daily turnover of Mentha oil contract in FY 2022-23 was Rs. 12.16 crore compared to Rs. 9.03 crore in FY 2021-22. Average daily turnover of Rubber contract in FY 2022-23 was Rs. 2.15 crore. Rubber contract was delisted from January 2023.

The CPO futures was continue to be suspended from 20^th December 2021, The CPO futures contract met the eligibility criteria for options contract and the Exchange also obtained approval from the regulator for launch of options contract. However due to the suspension of CPO futures, the launch of CPO options also remains suspended.

In pursuit of the Atmanirbhar Bharat mission, the Company has embarked upon the path of branding domestic Refined Lead Producers to facilitate their direct participation in price discovery and good delivery on Exchange platform. Two additional domestic Refined Lead producers, namely, Eswari Global Metal Industries Private Ltd and Jayachandran Alloys Pvt. Ltd, were empanelled as MCX approved brands during the FY 2022-23. This takes the total count of approved domestic refined lead producers to four. The empanelment of some more domestic producers is under process.

In all, 83,747 MTs of base metals were delivered via the Exchange settlement in FY 2022-23. The Exchange worked out to be the perfect platform for delivery-of-last-resort.

The Exchange has a constant endeavour to make 'One-India-One-Price' for all metals traded on the Exchange. To meet this objective, we have expanded our delivery centres across the country to cater to the collective needs of the wider audience. Delivery centres are now operational at Raipur (Chhattisgarh), Kolkata (West Bengal), Palwal (NCR/Haryana), Chennai (Tamil Nadu) and Thane (Maharashtra). The additional delivery centres have also started witnessing inflows of various metals.

In addition to this, the Exchange has launched Mini Contracts (Smaller denomination contracts) to bring back the lost retail participation. Keeping intact the alignment of Trading unit and Delivery unit, 1 MT contracts of Aluminium, Lead and Zinc were launched during the FY 2022-23.

The ADT during FY 2022-23 for index futures was Rs. 88 crore. The debacle of Nickel futures at London Metal Exchange had adversely affected the MCX Nickel futures contract and consequently the MCX METLDEX? futures contracts. Applicability of pre-expiry margins in ENRGDEX? futures also dented the performance of the contract. The Exchange has removed Nickel futures contract from the index computation and is reaching out to market participants to solicit their participation for revival of the contract. While, SEBI has issued the regulatory framework for Options on commodity indices on 24^th March 2022, the exchange shall consider launching the same post go-live of its new technology platform.

As on 31^st March 2023, the Company has a national reach with 548 members, having 50,228 Authorised Persons, operating through several terminals connected through various available modes of connectivity (including Computer to Computer Link (CTCL), Internet Based Trading and Wireless Trading) across 700 cities/towns across India. The unique traded client codes (UCC - PAN based*) which are of significant importance to Exchange, witnessed a rise from 4.7 lakh in FY 2021-22 to 6.22 lakh in FY 2022-23.

On the Institutional front, three Mutual Funds with four new schemes were registered for participation in FY 2022-23. More over, five new Alternative Investment Funds and 2 PMS schemes were also on boarded during the said period. Additionally, one more custodian received SEBI approval for commodity custodial services, taking total number of commodity segment custodians to five in the ETCD space. In FY 2022-23, in the PCM category one more bank also received approval to function as clearing member. In September 2022, SEBI issued guidelines allowing Foreign Portfolio Investors (FPIs) to participate in cash settled non-agricultural commodity derivative contracts and indices. Accordingly, the exchange has issued a circular paving the participation of FPIs.

19. REGULATORY DEVELOPMENTS- FY 2022-23

During the year under review, SEBI, has issued master circulars on PMLA guidelines, Stock brokers and Surveillance of securities market. In order to strengthen investors' confidence in the securities market, SEBI has issued various circulars for the benefit the investors at large, viz., strengthening of the Investor Grievance Redressal Mechanism, streamline the process of handling of unpaid securities by TM/CM, framework to address the Technical Glitches occurred in the trading systems of the stockbrokers, information to be displayed by stockbrokers on website, advisory on Cybersecurity best practices by Regulated Entities, enhanced obligations and responsibilities on Qualified Stock Brokers (QSBs) and settlement of running account of client's funds lying with Trading Member (TM).

In line with the above guidelines, the Regulator has issued guidelines informing the investors to prevent usage of unregulated platforms (services and strategies marketed by higher return claims on investment) offering algorithmic strategies for trading by stock broker. Further, after considering the non-participation by EFEs in ETCDs for more than three years since the EFE framework came into force, SEBI has notified that the existing EFE route be discontinued and foreign investors to participate in Indian ETCDs through the FPI route, subject to certain conditions.

SEBI has issued circular and acceded representation made by Stock Exchange to launch multiple contracts on same commodity.

The important regulatory developments during FY 2022-23, primarily by SEBI, are as hereunder:

I. SEBI has issued additional guidelines in pursuance of amendment to SEBI KYC Registration Agency (KRA) Regulations, 2011. Further, validation of all KYC records (New and Existing) shall commence from 01^st July 2022.

II. SEBI has issued the risk management framework applicable to the Electronic Gold Receipt (EGR) segment on the recognized Stock Exchange/s.

I. Mils are required to conduct System and Network Audit as per the framework. This is applicable for the audit to be conducted by the Mils for FY 2021-22 onwards.

II. Issued changes to the Framework to enable Verification of Upfront Collection of Margins from Clients in Cash and Derivatives segments. It has been decided that the margin requirements to be considered for the intra-day snapshots, in derivatives segments (including commodity derivatives), shall be calculated based on the fixed Beginning of Day (BOD) margin parameters.

III. Modified the Cyber Security and Cyber Resilience framework of Stock Exchanges, Clearing Corporations and Depositories in partial modification to Annexure A of SEBI circular dated 06^th July 2015, to the paragraph- 11,40, 41 and 42.

• All the ancillary systems used for accessing/communicating with critical systems either for operations or maintenance should also be classified as critical system. The Board of the MII shall approve the list of critical systems.

• MIIs should conduct VAPT at least once in a financial year. However, for the MIIs, whose systems have been identified as "protected system" by National Critical Information Infrastructure Protection Centre (NCIIPC), VAPT shall be conducted at least twice in a financial year. Any gaps/vulnerabilities detected shall be remedied on immediate basis.

• MIIs should also perform vulnerability scanning and conduct penetration testing prior to the commissioning of a new system which is a critical system or part of an existing critical system.

• Further, MIIs are mandated to conduct comprehensive cyber audit at least 2 times in a financial year.

IV. Decided to modify clause 4.25 of SEBI circular no. SEBI/HO/MIRSD/DPIEA/CIR/P/2020/115 dated 01^st July 2020 in order to provide equitable distribution of funds amongst investors.

I. SEBI has issued circular to further strengthen the Investor Grievance Redressal Mechanism. SEBI has amended Clause No. 4 (a) and (b) for Circular No. SEBI/HO/MIRSD/DOC/CIR/P/2020/226 dated 6^th November 2020.

• Clause 4(a) - For any dispute between the member and the client relating to or arising out of the transactions in Stock Exchange, which is of civil nature, the complainant/ member shall first refer the complaint to the IGRC and/ or to arbitration mechanism provided by the Stock Exchange before resorting to other remedies available under any other law. For the removal of doubts, it is clarified that the sole arbitrator or the panel of arbitrators, as the case may be, appointed under the Stock Exchange arbitration mechanism may consider any claim relating to any dispute between a stock broker and client arising out of the transactions in stock exchange, as per law, and shall always be deemed to have the competence to rule on its jurisdiction. A complainant/member, who is not satisfied with the recommendation of the IGRC shall avail the arbitration mechanism of the Stock Exchange for settlement of complaints within three months from the date of IGRC recommendation.

• Clause 4(b) - The time period of three months mentioned in the previous sub-clause for filing arbitration shall be applicable only for the cases where the IGRC recommendation is being challenged. For any arbitration application received without going through IGRC mechanism, the above time period of three months shall not apply, and for such cases the limitation period for filing arbitration shall be governed by the law of limitation, i.e., The Limitation Act, 1963.

II. SEBI has issued circular in partial modification to Annexure -1 of its circular dated 03^rd December 2018 on Cyber Security and Cyber resilience framework for Stock Brokers / Depository Participants for the paragraph- 11,41,42 and 44.

• All the ancillary systems used for accessing/communicating with critical systems either for operations or maintenance shall also be classified as critical system. The Board/Partners/Proprietor of the Stock Brokers / Depository Participants shall approve the list of critical systems.

• Stock Brokers / Depository Participants shall conduct VAPT at least once in a financial year. Any gaps/ vulnerabilities detected shall be remedied on immediate basis.

• Further, the Stock Brokers / Depository Participants are mandated to conduct comprehensive cyber audit at least once in a financial year

III. SEBI has issued Circular on Naming / Tagging of demat accounts maintained by Stock Brokers which states the stock brokers are required to maintain demat accounts only under the 5 categories proposed by SEBI.

IV. SEBI has issued circular for implementation on 'Guidelines in pursuance of amendment to SEBI KYC (Know Your client) Registration Agency (KRA) Regulations, 2011'. SEBI has extended the timelines to 01^st August 2022 for following clauses.

• KYC records of all existing clients (who have used Aadhaar as an Officially Valid Documents (OVD) shall be validated within a period of 180 days from 01^st August 2022.

• The validation of all KYC records (new and existing) shall commence from 01^st August 2022.

V. SEBI has issued circular on Implementation of 'Execution of 'Demat Debit and Pledge Instruction' (DDPI) for transfer of securities towards deliveries / settlement obligations and pledging / re-pledging of securities'. In view of the representation received from Depositories and that the changes to the systems are still under process, SEBI has extended the implementation date of the aforesaid circular to 01^st September 2022.

VI. SEBI has issued Circular for Modification in Cyber Security and Cyber resilience framework for Stock Brokers / Depository Participants, which is in partial modification to SEBI circular dated 03^rd December 2018 that all Cyber-attacks, threats, cyber-incidents and breaches experienced by Stock Brokers / Depositories Participants shall be reported to Stock Exchanges / Depositories & also the said information shall be shared to SEBI through the dedicated e-mail id: sbdp-cyberincidents@sebi.gov.in

I. SEBI has issued circular to further strengthen the Investor Grievance Redressal Mechanism. SEBI has mandate Stock Exchange including Commodity Derivatives Exchanges/Depositories to develop online web based complaints redressal system of their own in line with SEBI SCORES platform which in turn enable investors to lodge, follow up and track the status of the redressal of complaints at any point of time.

II. The GST Council has withdrawn exemption granted to services by SEBI and the same has been notified on 13^th July 2022. Accordingly, the applicability of fees and other charges payable to SEBI shall be subject to GST at the rate of 18% with effect from 18^th July 2022.

III. Department of Revenue-Ministry of Finance, Government of India, has notified 155 reporting entities as sub-KUA to use Aadhaar authentication services of UIDAI under Prevention of Money-laundering Act, 2002.

IV. SEBI has considered the KRA's request for extension of the timeline for applicability of the said clauses 9 and 13 of SEBI circular on Guidelines in pursuance of amendment to SEBI KYC Registration Agency (KRA) Regulations, 2011, it has been decided that:

• KYC records of all existing clients (who have used Aadhaar as an OVD) shall be validated within a period of 180 days from 01^st November 2022.

• The validation of all KYC records (new and existing) shall commence from 01^st November 2022.

V. To avoid misuse of client's funds lying with Trading Member and to maintain efficacy while dealing in clients funds, SEBI has strengthened the norms on Settlement of Running Account of Client's Funds lying with Trading Member (TM). SEBI has prescribed the requirement of settlement of running account of funds of the client shall be done by the TM after considering the End of the day (EOD) obligation of funds as on the date of settlement across all the Exchanges.

I. SEBI has issued circular to prevent usage of unregulated platforms offering algorithmic strategies for

trading by stock broker. This unregulated platform offers services and strategies marketed by higher return claims on investment. In order to prevent such acts and misleading strategies Stock brokers were directed as follows:

• Not to make any direct and indirect reference to the past or expected future return/performance of the algorithm;

• Not to associate with any such any platform providing any reference to the past or expected future return / performance of the algorithm.

• Stock brokers should disassociate themselves with such platforms and remove any sort of content available on the website.

II. SEBI to maintain parity has modified the norms for Daily Price Limit (DPL) for commodity futures contracts to ensure uniformity between closing price on Domestic Exchange and International Exchange.

III. In order to promote institutional participation in Exchange Traded Commodity Derivatives (ETCDs), SEBI had permitted Category III Alternative Investment Funds, Mutual Funds and Portfolio Management Services to participate in ETCDs. In furtherance to the objective of enhancing institutional participation in ETCDs, SEBI also permitted Eligible Foreign Entities (EFEs) having actual exposure to Indian commodity markets, to participate in the commodity derivative segment of recognized stock exchanges for primarily hedging their exposure.

However, considering the non-participation by such EFEs in ETCDs in spite of more than three years since the EFE framework came into force, the existing EFE route discontinued and SEBI has allowed foreign investors to participate in Indian ETCDs through the FPI route, subject to conditions prescribed.

I. SEBI has issued a circular to widen the scope of execution of 'Demat Debit and Pledge Instruction' (DDPI) to include Mutual Fund transactions being executed on Stock Exchange order entry platform and tendering shares in open offers through stock exchange platform.

I. In order to avoid misuse of client's securities by the Stock-Brokers SEBI has streamline the process of handling of unpaid securities by TM/CM and in extensive consultation with Exchange, Depositories and Clearing Corporation, with regard to securities that have not been paid for in full by the clients (unpaid securities), a separate client account titled - "Client Unpaid Securities Account" shall be opened by the TM/CM. Unpaid securities shall be transferred to such "Client Unpaid Securities Account" from the pool account of the concerned TM/CM.

II. SEBI has issued a circular wherein robust framework has been put in place to address the Technical Glitches occurred in the electronic trading systems of the Stockbroker. The detailed framework has been deliberated on recommendation received from working group constituted by SEBI and views obtained from stakeholders and industry experts.

III. In order to streamline process for intermediaries seeking prior approval for change in control, SEBI has issued circular on Procedure for seeking prior approval for change in control dated November 28, 2022, detailed procedure is prescribed by SEBI to benefit the intermediaries to follow uniform practice.

I. SEBI has issued circular to develop a platform jointly by Exchanges to provide Investor Risk Reduction Access (IRRA) services which in turn benefit the investors with an opportunity to square off/close the open positions and/or cancel pending orders at the time of disruptions in trading services. The IRRA service shall support multiple segments across multiple exchanges. In order to avail IRRA service TM's needs to make a request to the stock exchange as per the procedure laid down by Exchanges.

I. SEBI has issued circular and acceded representation made by Stock Exchange to launch multiple contracts on same commodity.

I. SEBI has issued master circular on Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed there under. This master circular ensures directions issued from time to time are placed at one place for necessary action and compliances.

II. SEBI has issued circular on enhanced obligations and responsibilities on Qualified Stockbrokers (QSBs) to ascertain Qualified Stockbroker based on parameters enumerated in the circular.

III. Department of Revenue-Ministry of Finance, Government of India, vide Gazette Notification dated January 30, 2023 has notified another 39 reporting entities to use Aadhaar authentication services of UIDAI under section 11A of the Prevention of Money-laundering Act, 2002.

IV. Due to advancement in technology and to provide better services to investor, SEBI has ensured that necessary information is displayed by stockbrokers and DPs on their websites. SEBI has issued a circular to ensure that designated website is always maintained by stockbroker which in turn benefit investors to get conversant information about the activity of the stockbrokers and DPs.

V. In view of the increasing cyber security threat to the securities market, SEBI has issued a circular in consonance with recommendation received from Financial Computer Security Incident Response Team (CSIRT-Fin) regarding advisory on Cyber security best practices by Regulated Entities.

I. SEBI has issued a circular to create awareness among registered entities of new cyber security risks and challenges associated with cloud computing services. This cloud framework has been put in place to provide baseline standards of security and for the legal and regulatory compliances by the RE. The major purpose of this framework is to highlight the key risks, and mandatory control measures which REs need to put in place before adopting cloud computing.

II. SEBI has issued a master circular on Surveillance of Securities Market. In order to ensure availability of consolidated information contained in all the circulars pertaining to surveillance of securities market at one place, the provisions of the relevant circulars have been consolidated in this Master Circular.

III. Extension in timeline for providing choice of nomination details for all existing eligible trading and demat account holders, with regard to freezing of accounts shall come into force with effect from 30^th September 2023, instead of 31^st March 2023.

I. SEBI has issued circular addressing stockbrokers, clearing members through stock exchange to wound down the bank guarantee created out of client's fund by 30^th September 2023. Further, no new bank guarantee shall be created by stockbrokers, clearing members from 01^st May 2023. Pursuant to discussion with various stakeholders and in order to safeguard the interest of investors, pledging client's funds which in turn issue Bank Guarantees (BGs) is strictly debarred by SEBI.

II. The Government of India, Ministry of Finance has issued an order detailing the procedure for implementation of Section 12A of the Weapons of Mass Destruction and their Delivery Systems (Prohibition of Unlawful Activities) Act, 2005 ("WMD Act"), in consonance with order issued by Ministry of Finance (MOF), SEBI has issued circular directing to comply with the procedure laid down in the said Order.

I. SEBI directed MIIs to devise testing framework of all their IT systems for uninterrupted functioning of the securities market.

II. SEBI has allowed stock exchanges to extend DMA facility to FPIs for participation in ETCDs subject to the conditions stipulated in the circular.

III. In order to enable the users to have access to the provisions of the applicable circulars at one place, SEBI has issued master circular for stock brokers for necessary compliances.

IV. Clearing corporation in Commodity Derivatives Segment may now align their core SGF in terms of SEBI circulars dated 27^th August 2014 as well as 11^th July 2018 and excess contribution, if any, may be returned to the contributing stakeholders on a pro-rata basis, after taking due approval from SEBI.

I. In view to safeguard clients' funds placed with SBs/CMs, it has been decided to require the up streaming of all client funds received by SBs/CMs to the Clearing Corporations (CCs). As per the framework, no clients' funds shall be retained by SBs/ CMs on End of Day (EoD) basis. The clients' funds shall all be up streamed by SB/ CMs to CCs only in the form of either cash, lien on FDR (subject to certain conditions enumerated), or pledge of units of Mutual Fund Overnight Schemes (MFOS).

II. SEBI has issued Circular on amendment to Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money-laundering Act, 2002 and Rules framed there under

III. SEBI has issued Circular on trading preferences by clients with formats, which clients would need to provide while opening a trading account with a stock broker. The provisions of this circular shall come into force with effect from 01^st August 2023.

The Securities and Exchange Board of India (SEBI) vide Gazette Notification No. SEBI/LAD-NRO/GN/2023/124 dated

28^th February 2023 has amended Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)

Regulations, 2018 which shall come into force on 28^th August 2023.

20. RISK MANAGEMENT AND RISK MANAGEMENT POLICY

Your Company has put in place an Enterprise Risk Management ("ERM") framework to enable and support achievement of business objectives through identification, evaluation, mitigation and monitoring of risks applicable to your Company.

Your Company has a comprehensive Risk Management Policy for managing risks such as Financial, Operational, Technology, Sectoral, Sustainability (particularly Environmental, Social and Governance related risks), Regulatory and Compliance, Business, Credit, Market, People, Legal, Reputational, Subsidiary Risks and Black Swan events related risks.

The matters relating to mitigation of risks in Technology, Information and Cyber Security, Business Continuity and Disaster Recovery is overseen by the Standing Committee on Technology.

For details relating to 'Risks and Concerns' of your Company please refer the Management Discussion and Analysis section forming part of this Annual Report.

21. INVESTOR PROTECTION FUND (IPF) AND INVESTOR SERVICE FUND (ISF)

Your Company has set up Multi Commodity Exchange Investor Protection Fund (IPF), to protect and safeguard the interest of investors/clients, with respect to eligible/legitimate claims arising out of default of a member on the Exchange. The interest income received on investment of surplus funds of IPF is used for imparting investor/client education, awareness, undertaking research activities or such other programs as may be specified by SEBI from time-to-time.

Currently, the applicable IPF compensation limit is Rs. 25 lakhs per client, with no member-wise limit for SEBI-registered members declared defaulter on or after 24^th January 2018. Further, the limits of Rs. 2 lakhs per investor per defaulter member and Rs. 200 lakhs per defaulter member shall continue to be applicable for claims against members, declared defaulter prior to 24^th January 2018 and for non-SEBI registered members. As on 31^st March 2023, the corpus of IPF (provisional) stood at Rs. 21,961.50 Lakhs

Your Company has transferred 1% of the turnover fees charged from its members on a monthly basis to ISF. As on 31^st March 2023, the corpus of ISF stood at Rs. 988.66 lakhs.

In order to enhance literacy and to promote investor education and awareness in the commodity derivatives market, 1078 awareness programs (seminars/webinars) were conducted under the banner of ISF in FY 2022-23. Out of these programs/webinars, over 61 programs were regional seminars/webinars conducted jointly with SEBI. In FY 2022-23, the Exchange has conducted awareness programs across India, for investors, students, FPOs, hedgers, physical market participants/stakeholders, micro small and medium enterprises (MSME's), corporate, etc. from the bullion industry, metal industries, energy markets and agricultural sector including farmers, farmer producer organisations (FPO's).

Some major awareness initiatives in FY 2022-23 undertaken were as follows:

i. World Investor Week (WIW) was celebrated from 10^th October 2022 - 16^th October 2022 throughout India under the aegis of SEBI & IOSCO.

• Total 88 awareness programs were conducted across India during WIW, which had over 4500 participants.

• Total 367 participants took part in various contests in WIW 2022. Out of 367 participants, 292 participants took part in the Quiz contest, 75 participated in the crossword contest.

• Successfully carried out Commodity Caravan, which toured in different locations of Maharashtra. The Commodity Caravan began on 10th October, 2022 from Mumbai and Completed its journey on 16^th October, 2022.

• On the last day i.e. on 16^th October 2022, the Commodity Walkathon was conducted under MCX IPF. The Walkathon emphasized that just as we care for our health we should also care for our Investments. Exercising caution while investing & trading is the need of an hour for investors.

ii. Awareness programs across commodities were conducted with several prominent Institutes, State and National Universities, Trade Associations and Chambers of Commerce under the aegis of ISF.

Awareness through Media channels:

The objective of MCX IPF is to spread mass awareness and educate commodity market stakeholders. During FY 2022-23, a number of investor awareness activities were carried out in partnership with various media across digital, electronic and print modes.

Various investor awareness media activities carried out during FY 22-23:

• 'A Monk Who Trades' Investor Awareness Comic Series was published in newspapers.

• Short Investor Awareness Videos were played on TV channels, were run as YouTube ads, were run across various websites & languages.

• Investor Awareness messages were broadcast on radio stations in regional languages.

• Investor Awareness Camps were conducted on-ground across India and aired on TV channels.

• Special investor awareness activities were carried out during the World Investor Week 2022.

• Investor Awareness Ads were displayed at airports and were run on various social media platforms.

• Quiz cards are posted everyday on social media.

The 'Monk Who Trades' is a flagship series of MCX IPF created to spread investor awareness among investors. The Monk Who Trades comic series was also translated into vernacular languages for a wider reach across print and digital platforms. Further, these were also developed into animated videos with voice over and uploaded on the MCX website.

Other Initiatives:

• MCX IPF successfully organized the 5th edition of 'MCX-IPF COMQUEST' - 2023, its premier, National-level Commodity Market Educational Quiz for students. This year, more than 6500 individual students, from across India participated in the competition, making it the largest number amongst all previously held editions.

• The Commodity Insights Yearbook 2022: - a collection of useful educational resources on commodity markets- was launched last year during World Investor Week (WIW) in collaboration with the National Institute of Securities Markets (NISM)

• Training sessions for GRC Members & Arbitrators along with NCDEX and NISM were organized on 23^rd February 2023 & 09^th March 2023 respectively.

22. TRAINING AND EDUCATION

Your Company continues to reach out to various academic institutions to enhance knowledge about commodity derivatives, commodity eco-system and role of exchange traded derivatives market in facilitating derivatives trading for price risk management and price discovery.

To achieve the said objectives, your Company during FY 2022-23:

i. Facilitated 635 registrations for the MCX Certified Commodity Professional (MCCP), MCX Certified Index Professional (MCIP) MCX Certified Commodity Options Professional (MCOP) examination;

ii. Launched Joint Certification Programmes (JCP) with various academic institutions;

iii. Conducted customized training programmes & awareness sessions on workings & operations of a commodity exchange & related ecosystem for staff, regulators, members & bankers in association with Chittagong Commodity Exchange (CSE) to assist them in gaining knowledge to set up a commodity exchange in Bangladesh at CSE.

iv. Conducted several awareness programmes on multiple aspects of commodity derivatives for over 40 B-Schools, Colleges, academic bodies, etc.

v. Successfully concluded the Vth edition of MCX-IPF COMQUEST All India commodity quiz which saw a record number of participation from both the academic institutions and their students.

23. WAREHOUSING

Consequent to the transfer of clearing and settlement division of the Exchange to Multi Commodity Exchange Clearing Corporation Ltd. (MCXCCL) w.e.f. 01^st September 2018, physical deliveries of the commodities traded on the Exchange platform are effected through MCXCCL.

MCXCCL ensures that the members of MCX and their constituents are provided with warehousing arrangements and associated facilities like testing etc. Those willing to store goods and give delivery on the Exchange platform get these facilities for commodities traded on MCX in Bullion, Metals and Agricultural segments. To facilitate this, MCXCCL verifies and accredits warehouses and vaults across various delivery centres. It operates only with electronic receipts of goods stored in MCXCCL accredited warehouses/vaults on a highly efficient digital platform. In order to keep a check on compliance, correct the deficiencies and enhance market confidence, MCXCCL has an elaborate warehouse and vault inspection activity in place.

MCXCCL has a wide network of warehouses/vaults for delivery of commodities traded on MCX platform. This provides confidence to members to trade on MCX. As on 31^st March 2023, MCXCCL has entered into agreements with six Warehouse Service Provider (WSPs) for facilitating physical deliveries in agricultural commodities and base metals. As on at 31^st March 2023, MCXCCL is operating from 33 accredited warehouses of which 18 warehouses are registered with Warehousing Development and Regulatory Authority (WDRA). The remaining 15 warehouses for metals do not require WDRA registration.

Further, MCXCCL has entered into agreements with 4 Vault Service Provider (VSPs) for facilitating physical deliveries in bullion. There are 25 accredited vaults of these agencies located at different delivery centres.

24. SUBSIDIARY

MCXCCL, a wholly-owned subsidiary of your Company, was set up as a separate clearing house for providing Clearing and Settlement services to the Company. MCXCCL performs risk management of the trades executed, collects margin from the members, effects pay-in and pay-out and oversees delivery and settlement processes. SEBI has granted renewal of recognition to MCXCCL for a period of three years commencing from 31^st July 2019 and ending on 31^st July 2022. SEBI vide its letter dated 19^th May 2022, granted renewal of recognition to MCXCCL, to act as a Clearing Corporation for a period of further three years commencing on 31^st July 2022 and ending on 30^th July 2025, subject to complying with all rules, regulations, guidelines and other instructions as may be issued by SEBI from time to time.

Risk management being an important function for a clearing corporation, MCXCCL has a well-defined Risk Management Framework and Risk Management Policy in place. This works at various levels across the enterprise to form a strategic defence cover for the company. MCXCCL has constituted a Risk Management Committee, which periodically monitors and reviews Risk Management plan and the implementation of SEBI norms on Risk Management and recommends to the Board any modifications to the Risk Management Policy.

MCXCCL is recognized as a Qualifying Central Counter party (QCCP) by SEBI. This enables the participants to apply lower risk weight age towards their exposures to MCXCCL as per Basel II capital adequacy framework. It has membership of CCP12, the renowned global association of Central Counter parties and membership of Asia-Pacific Central Securities Depository Group (ACG).

During the year under review, there was no change in the Authorized, Issued and Paid-up Share Capital of MCXCCL. As on 31^st March 2023, Authorized Share Capital of MCXCCL stood at Rs. 30,000 lakh and issued and paid-up share capital stood at Rs. 23,999 lakh. The net worth as at 31^st March 2023 was Rs. 44,164 lakh.

SEBI vide circular no. SEBI/HO/CDMRD/DRMP/CIR/2018/111 dated 11^th July 2018, issued norms related to computation of SGF requirement and standardized stress testing for credit risk in commodity derivatives. The total Core SGF as on 31^st March 2023 stood at Rs. 58,976 lakh, of which Rs. 11,115 lakh has been contributed by MCX, Rs. 32,217 lakh has been contributed by MCXCCL and Rs. 15,644 lakh has accrued from penalties, interest and other accruals.

25. ASSOCIATES

Your Company entered into a Shares Sale/Purchase and Shareholders Agreement with Central Depository Services Limited (CDSL) and CDSL Commodity Repository Ltd. (CCRL) effective 18^th May 2018, for setting up and operationalization of a new repository under the Warehousing (Development and Regulation) Act, 2007. Pursuant to Section 2(6) of the Companies Act, 2013, CCRL became an associate company of MCX w.e.f. 04^th June 2018, consequent to investment of Rs. 1,200 lakh comprising of 12,000,000 equity shares of Rs. 10 each, equivalent to 24% stake in CCRL.

MCX, National Stock Exchange of India, National Securities Depository Limited, Central Depository Services Limited and BSE's subsidiaries India INX International Exchange and India International Clearing Corporation have joined hands for setting up of Market Infrastructure Institutions (MIIs) comprising of International Bullion Exchange, Clearing Corporation and Depository Company at Gujarat International Finance Tec-City (GIFT) via a Holding Company i.e. India International Bullion Holding IFSC Limited (IIBH), as per the Regulations issued by International Financial Services Authority (IFSCA).

This move is in line with the government's objective to make India a price-setter in bullion trade through GIFT International Finance Service Centre. It will help in efficient price discovery in domestic market given the fact that India is the second

largest consumer of Gold. The Exchange would present an opportunity for all stakeholders including MCX to expand their scope of business.

Accordingly, MCX, along with all other consortium partners, contributed Rs. 3,000 lakh each comprising of 30,00,00,000 equity shares of Rs. 1 each equivalent to 20% stake in IIBH as on 31^st March, 2023.

The Hon'ble Prime Minister Prime Minister inaugurated the operations of the said Company in July, 2022. A total of 705 kg of gold has been traded on the Exchange, out of which 702 kg has been imported into the country by 'Qualified Jewellers'. Further, 161.2 kg is imported under the India-UAE CEPA (Comprehensive Economic Partnership Agreement) Tariff Rate Quota (TRQ).

During the year under review, there were no companies which have become or have ceased to be the joint venture of your Company.

Further, the Managing Director & CEO of your Company does not receive any remuneration or commission from its subsidiary.

A report on the performance and financial position/salient features of the subsidiary and associate companies as per the Companies Act, 2013 is provided as Annexure I.

In accordance with Section 136(1) of the Companies Act, 2013, the financial statements including consolidated financial statements and all other documents required to be attached thereto and audited annual accounts of MCXCCL, the subsidiary company, are available on our website at the weblink https://www.mcxindia.com/investor-relations.

26. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Statement, as stipulated under the SEBI (LODR) Regulations, 2015, forms a part of this Annual Report.

27. COMMITMENT TO QUALITY

Your Company continues its journey of delivering value to all its stakeholders through investments in quality programs. Your Company has been enabling excellence in product and service delivery through compliance of robust processes, quality management system, customer centricity and risk mitigation. Your Company has adopted several external benchmarks and certifications to validate the processes and controls implemented across the Exchange.

Your Company resolves to maintain its pre-eminent position in the Commodity space, hence is proactively investing towards building robust and scalable platform like Commodity Derivatives Platform to support its future business growth and regulatory compliance.

Despite the FY 2022-23 being full of unprecedented challenges, your Company was successful in upholding its commitment towards compliance with and adherence to international best practices as laid out in ISO standards such as ISO 27001:2013 (Information Security Management System), ISO 22301:2019 (Business Continuity Management Systems) & ISO 9001:2015 (Quality Management Systems). Your Company successfully re-certified on all aforementioned standards. As a part of its commitment to our subscribers, trading members, and the partner ecosystem, your Company also undertook proactive audits to strengthen its core processes, cyber security posture and adherence to regulator guidelines, as they came into effect. Your Company is happy to report that despite issues posed by the pandemic, the organisation has successfully evolved to adapt to the new-normal, and that all security incidents were contained to have a zero effect on the trading platform, or systems of our subscribers and trading partners.

It is the constant endeavour of your Company to hire and retain the top talent. The Company has invested in senior leadership resources and also strengthened the middle management layer.

28. RESEARCH AND DEVELOPMENT

Your Company regularly undertakes research for developing new products against the backdrop of evolving market needs, changing policy and regulatory landscape and global best practices. Following research in market demand and after receiving regulatory approvals, your Company launched mini contracts in Base Metals (Aluminium, Zinc and Lead), Crude Oil and Natural Gas, as well as Options on Gold Mini during the year FY 2022-23. Such product-based research were carried out on other commodities and variants of existing derivative contracts, on which the Exchange shall launch products at opportune times and after receiving due regulatory approvals.

Further, two research studies have been initiated during the FY 2023-24, which include ‘Analyzing Costs and Benefits of Flexibility in Contract Design on Development of Commodity Derivatives Market, being undertaken by NIT Rourkela and ‘Hedging of Price Risks in Base Metals, being undertaken by ICFAI Business School.

During the FY 2022-23, your Company also engaged with a number of educational institutions and participated in research conferences conducted by institutions such as India Gold Policy Centre at IIM Ahmedabad, apart from conducting and participating in training and awareness sessions at a number of educational institutions across the country.

Your Company is undertaking a consultancy project for Chittagong Stock Exchange (CSE), Bangladesh, which involves sharing of knowledge and expertise for CSE to set up a Commodity Derivatives Platform, which would be Bangladesh's first Commodity Derivatives Exchange Segment. The Agreement on this consultancy project was signed between MCX and CSE on 12^th April 2022.

29. ENVIRONMENTAL RESPONSIBILITY

Your Company has very low impact on environment. Your Company is governed by effective Environmental Policy, and it always strives to ensure that any of its activity has a low or no impact on the Environment. It uses the resources such as electricity in an effective manner and follow strict schedule in all its operations. All the equipment's have long usable life to reduce waste generation. Your Company creates adequate awareness amongst its employees and vendors to adopt environmental conservation practices as an ongoing basis in all their processes. Your Company has environmental impact plan and accordingly checks and monitors the harmful effects to the environment.

Your Company has E-waste policy for safe disposal of E-waste through approved e-recyclers in eco-friendly manner. Your Company has adopted many conservation measures such as tap aerators, rainwater harvesting, cold fogging and password enabled printers to reduce wastage and other harmful effects to the environment.

Your Company monitors environmental pollution through stack emission monitoring, Noise Pollution test, Indoor air quality and ambient air quality.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR Committee in accordance with Section 135 of the Act.

Embedded in the vision and mission of your Company, CSR has always been considered as an opportunity to serve the nation and to bring a perceptible change in the lives of the people. Focused on the community priorities, your Company regularly aligns its strategy, by constantly expanding its CSR outreach for the inclusive growth and development of the society. The Company has been an active citizen and proactively working on causes of nation building.

The CSR allocation for FY 2022-23 was Rs. 300 lakhs. Your Company has made specific allocations towards:

- Support to improve the medical and infrastructure facilities for children affected with Multiple Disabilities and Vision Impairment (MDVI) as well as support customized learning needs program of the MDVI children.

- Support to provide free transportation facility to the Mentally Retarded children who reside in the rural areas

- Support to improve the infrastructure and supply of medical equipment's to Hospital which focus in providing medical facilities to persons from disadvantaged background.

The interventions during the year epitomize the conviction of your Company to serve and empower the needy communities and to contribute towards the development of the nation. Going forward, your Company aims to further strengthen its initiatives and continue to serve the society at large.

The brief of the CSR activities undertaken during the year have been provided in the Annual Report on CSR activities forming part of this Report as Annexure II.

The CSR Policy formulated in accordance with the Companies Act, 2013 (as amended from time to time), guides the Company's CSR approach to sub serve the well-being of the society at large. The CSR Policy and initiatives adopted by the Company on CSR are available at the web link https://www.mcxindia.com/about-us/csr.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report (BRSR) of the Company for the Financial Year 2022-23, as required under Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, is a part of this Annual Report and also available on the website of the Company at www.mcxindia.com. The BRSR provides insights on the initiatives taken by the Company from an environmental, social and governance perspective. The Company regularly carries out several initiatives that contribute to the sustainability and well-being of the environment and the communities in which it operates. The Company also recognises the importance of sustainability and is committed to conserve the ecological integrity of its locations through responsible business practices. Sustainability is thus a core agenda for the Company.

32. ETHICS AND GOVERNANCE POLICIES

Your Company adheres to high ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Accordingly, your Company has adopted various codes and policies to carry out the duties in an ethical manner. Some of these codes/policies framed and implemented by your Company are the Code of Conduct and Code of Ethics, Code of Conduct for Prevention of Insider Trading, Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information, Whistle Blower Policy/Vigil Mechanism, Policy on Related Party Transactions, Policy for determining Material Subsidiaries, Corporate Social Responsibility Policy, Risk Management Policy, Nomination and Remuneration Policy, Policy for Appointment of Independent External Persons on Committees of the Board, Board Diversity Policy, etc.

A. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (LODR) Regulations, 2015. The Board of Directors have implemented a vigil mechanism through the adoption of a Whistle Blower Policy which has been amended from time to time. The said policy is available on the website of the Company at https://www.mcxindia.com/investor-relations/corporate-governance For further details, please refer to the report on Corporate Governance forming part of this Annual Report.

B. POLICY ON MATERIAL SUBSIDIARIES

As required under Regulation 16(1)(c) of SEBI (LODR) Regulations, 2015, the Company has formulated and adopted a policy for determining Material Subsidiaries.

For FY 2022-23, Multi Commodity Exchange Clearing Corporation Limited ("MCXCCL") is the material subsidiary of the Company. As per Regulation 24A of SEBI (LODR) Regulations, 2015, the Secretarial Audit Report of MCXCCL is a part of Annexure IV of this report.

The policy on Material Subsidiary is available on the website of the Company at https://www.mcxindia.com/investor-relations/corporate-governance

C. INSIDER TRADING REGULATIONS

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Conduct for Prevention of Insider Trading ("Insider Trading Code") and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI"). The Code of Practices and

Procedures for fair disclosure of UPSI is available on the website of the Company at https://www.mcxindia.com/investor-relations/corporate-aovernance

D. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015, effective 01^st April 2022, prior approval of Members is required to be sought by means of an ordinary resolution for related party transactions, which are material, even if such transactions are in the ordinary course of the business of the Company and at an arm's length basis. A transaction with a related party is considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds Rs. 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

All related party transactions entered into by your Company during the period under review were in the ordinary course of business and at arm's length pricing basis. Also, prior omnibus approval was obtained for related party transactions which were of repetitive nature and entered in the ordinary course of business and are at arm's length. The related party transactions entered into by your Company during the year under review, were approved by the Audit Committee and noted by the Board, as applicable, in accordance with the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other applicable guidelines/directions from the Regulator, if any. Further, transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company are exempted from the provisions related to omnibus approval, under the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. However, the Company, as a good corporate governance practice, does seek omnibus approval for transactions to be entered into with MCXCCL, wholly owned subsidiary of the Company.

Pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of material contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in Form AOC-2, is appended as Annexure III to this Report.

Your Company has formulated a policy on materiality of related party transactions and dealing with related party transactions as amended from time to time. The Policy is uploaded on the website of your Company and may be accessed at the weblink: https://www.mcxindia.com/docs/default-source/investor-relations/corporate-governance/related-partv-transactions-poli cy-13-04-2023.pdfRs.sfvrsn=f596d891 4

All Related Party Transactions as required under Ind AS 24 - Related Party Disclosures, are reported in Note 37 of Notes to Accounts of the standalone and consolidated financial statements of your Company.

E. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had formulated a Dividend Distribution Policy which is available on the Company's website at https://www.mcxindia.com/docs/default-source/investor-relations/corporate-aovemance/dividend-distribution-policv j uly2020.pdfRs.sfvrsn=c9a29890 2.

F. POLICY ON NOMINATION AND REMUNERATION PARTICULARS OF REMUNERATION

Your Company has adopted a well-defined Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other employees formulated in terms of the provisions of SECC Regulations, 2018, Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The said Policy is available under the weblink https://www.mcxindia.com/docs/default-source/investor-relations/corporate-aovemance/remuneration-policv.pdfRs.sfvrs n=aa65ac93 10

The ratio of the remuneration of each Director and KMP to the median employee's remuneration and other details in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 27(6) of the SECC Regulations, 2018, forms part of this Report as Annexure V.

Further, in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 27(5) of SECC Regulations, 2018, a statement containing particulars of employees as stipulated therein also forms part of this Report as Annexure VI.

33. BOARD COMMITTEES

There are various Board constituted Committees as stipulated under the Act and SEBI (LODR) Regulations, 2015 namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year have been enumerated in Corporate Governance Report forming part of this Annual Report.

Additionally, Company being an Exchange, has also constituted other Regulatory Committees as stipulated under SECC Regulations, 2018.

AUDIT COMMITTEE

A detailed note on the composition, terms of reference etc of Audit Committee is covered under the Corporate Governance Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

34. STATUTORY AUDITORS AND THEIR REPORT

The shareholders, at their 18^th Annual General Meeting (AGM) held on 31^st August 2020 have appointed M/s Shah Gupta & Co., Chartered Accountants (Firm Registration No. 109574W) for another term of 5 (five) consecutive years to hold office from the conclusion of the 18^th AGM until the conclusion of the 23^rd AGM of the Company, at a remuneration of Rs.15 lakh (Rupees Fifteen lakh) for the FY 2020-21, plus reimbursement of out-of-pocket expenses and applicable taxes, with an escalation of upto 10% once in two years. The Audit Committee and Board in its meeting held on 04^th February 2023, considered, and recommended an increase of 6% in the statutory audit fees of M/s Shah Gupta & Co. for the FY 2022-23 & FY 2023-24 amounting to Rs. 15,90,000/- for each year (plus reimbursement of out-of-pocket expenses and applicable taxes).

The Report given by the Auditor on Financial Statements of the Company forms part of the Annual Report. There is no qualification, reservation or adverse remark made by the Auditor in their report.

35. SECRETARIAL AUDITORS AND THEIR REPORT

M/s. AVS & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors by the Board to conduct the secretarial audit of the Company for the FY 2022-23. Further, M/s Mayekar & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors by the Board of MCXCCL to conduct their secretarial audit for the FY 2022-23.

In accordance with Section 204(1) of the Companies Act, 2013 and Regulation 24A of SEBI (LODR) Regulations, 2015 the Secretarial Audit Reports of the Company and MCXCCL for the Financial Year ended 31^st March 2023 are annexed as Annexure IV to this Report.

The observations along with Management response as stated in the report are as follows:

The Management hereby clarifies that to regularise the same, the Company has filed a Compounding Application with Registrar of Companies in the month of May 2023 under Section 441 of the Companies Act, 2013.

36. INTERNAL AUDITOR

Internal Audit for the year ended 31^st March 2023, was conducted by M/s Sarda & Pareek LLP, Chartered Accountants. Internal Audit report at periodic intervals were placed before the Audit Committee. Further, the Board of Directors had approved the extension of internal audit service of M/s Sarda & Pareek, LLP, Chartered Accountants for FY 2023 - 24.

37. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of Cost Audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, except to extent stated herein, the Company has complied with all the applicable provisions of the Secretarial Standards issued by Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

39. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return for FY 2022-23 is available at the web link https://www.mcxindia.com/investor-relations

40. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has maintained adequate internal financial controls over financial reporting, which are constantly assessed and strengthened with new/revised standard operating procedures. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Company's internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors on the effectiveness of internal controls and the veracity of the financial statements. Such internal financial controls over financial reporting were operating effectively as of 31^st March 2023.

41. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No fraud has been reported by the Auditors to the Audit Committee or the Board.

42. LEGAL UPDATE Crude Oil Matters:

On 20^th April 2020, the prices of the Crude Oil Futures Contract traded on NYMEX, that was due to expire on the next day

Dividend for FY 2021 - 2022 was deposited in separate Bank account, after one day delay, however, dividend was paid to shareholders within regulatory timelines. In view of the same, the Company has filed an application for Compounding of Offences on May 2023.

43. HUMAN RESOURCE DEVELOPMENT

HR plays an instrumental role in securing the future success of the organization. In doing so, HR by its long term vision of working in partnership to create an environment where employees can thrive and are enabled to deliver sustainable organizational performance.

As on 31^st March 2023, the Exchange had 378 employees (includes confirmed employees and trainees/management trainees).

HR principles & priorities have ensured that exchange seeks to retain, develop and continue to attract people with the requisite skills to help shape a better organization and foster employees engagement and motivation throughout the implementation process. Structured 'Internal Job Posting' provides opportunities to deserving employees to be considered for lateral & hierarchical career growth within the organization .

Additionally, Exchange undertakes various staff welfare activities to improve productivity by bringing unity such as the "Annual Employee Event", designed to have enhanced interpersonal relationship and team work. As a new initiative, Exchange has rewarded employee's children for their exceptional efforts in passing 10^th and 12^th standard examination with fiying colors.

44. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company continues to have in place an Anti-Sexual Harassment Policy and is complied with the provisions relating to the constitution of Internal Complaints Committee under "The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013"

No complaint was received during the FY 2022- 23 in relation thereto.

45. EMPLOYEE STOCK OPTION SCHEME

The stock options granted to the employees of the Company, operate under the "Employee Stock Option Scheme 2008 (ESOP 2008)" of the Company, formulated in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, which was approved by the shareholders at the Extraordinary General Meeting held on 27^th February 2008. MCX ESOP Trust constituted by the Company is responsible for administration and implementation of the scheme under the directions of the Nomination and Remuneration Committee. There has been no change in the Scheme during the year ended 31^st March 2023.

There were no grants pending for vesting as at 31^st March 2023. No new grants were made during FY 2022-23.

The relevant disclosures required under the SEBI Regulations for the year ended 31^st March 2023 are available on the website of the Company at https://www.mcxindia.com/investor-relations/corporate-governance.

46. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, are explained as under:

A) CONSERVATION OF ENERGY

Your Company's operations are not energy intensive. However, it undertook various measures to reduce energy consumption by using energy-efficient computer systems and equipment. As an ongoing process, your Company evaluates new technologies and techniques to make its infrastructure more energy efficient.

Your Company has in-row cooling system for servers in the Data Centre, which cools only the equipment and not the external environment, thereby, ensuring that no energy is wasted in running compressors excessively to maintain the desired temperature.

Your Company has Variable Refrigerant Volume (VRV) air-conditioning system for the entire building, which works on invertor compressor, resulting in energy saving. Moreover, the refrigerant R410A used in the system is also environment friendly.

Your Company has UV resistant film on facade glass windows to reduce the heat entering the building. This reduces the air-conditioning load. The glass windows also reduce the electricity consumption due to lesser requirement of lighting during the day.

Your Company has installed Motion Sensors in low footfall area for controlling lights and reducing energy consumption.

Your Company maintains adequate capacitor bank for non-linear electrical loads like air-conditioning plant, pumps and motors, thereby reducing the drawing of extra energy and improving the power factor.

Your Company uses low energy consuming electrical equipment with modern efficient devices such as LED lights, IP based cameras etc.

Your Company has adopted BEE guidelines for Air-conditioning and maintains the temperature at 24 degrees in work areas.

You Company has strict Power monitoring schedule for air conditioners and lighting to ensure no wastage of electricity.

Also energy audit, heat load calculations and power factor corrections are carried out at regular intervals.

Your Company has installed password-based printers, which do not print the document unless password is entered on the printer thereby reducing the paper wastage resulting in environmental protection.

No alternate source of energy is utilized by your Company.

Your company has replaced desktop to energy efficient laptops with the long-term utility to ensure energy saving.

B) TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption are:

Special emphasis was laid by your Company on continuous improvement in its cyber security framework and information security management systems. There is a focused approach in cyber security management through people, processes and technology. Highest priority and continuous support was given by the senior management to all matters of cyber security and risk management. It is the constant endeavour of your Company to meet the expectations of the Regulators and comply with the guidelines laid down by the national agencies tasked with information security and cyber defence of critical infrastructure. There is a dedicated Security Operations Centre (SOC) staffed with industry experts who are armed with the latest threat intelligence to protect our critical infrastructure. The SOC provides 24x7x365 vigilance against cyber threats, proactive response against incidents, and provides vital inputs on improvement of your Company's security architecture and design. Your Company follows global security standards like ISO 27001:2013 Information Security Management & aligns with NIST Cyber Security Framework.

Your Company is not only committed to protection of assets by deploying security measures for Work from Home (WFH), but also has implemented a long-term strategy to deal with the challenges of teleworking. Security measures have been implemented for on-premise and on-cloud infrastructure to protect against cyber-attacks. All staff and members are provided with information security awareness sessions and trainings on cyber-vigilance and cyber security practices to avoid human targeted attacks. The Company has also been classified as a national CII (critical information infrastructure) custodian, through notifications from the Ministry of Finance (MoF) & National Critical Information Infrastructure Protection Center (NCIIPC). Your Company has taken measures to meet expectations of the agency, keeping in mind the additional due diligence and controls for safeguard of the CII.

Your Company ensured smooth running of an un-announced Live Trading Operations from Disaster Recovery Site for two consecutive days, in compliance with regulatory norms, twice in FY 2022-23.

Your Company ensured that staff members working at DRS are running the live trading session independent of the PDC staff.

Your Company has strengthened the Business Continuity Plan (BCP) and Disaster Recovery (DR) Policy and framework considering the latest SEBI Guidelines for BCP-DR of MIIs issued in March 2021, with an objective to put in place measures to restore operations of critical systems within stipulated Recovery Time Objective (RTO), treamlining communication protocols, identifying broad scenarios of disaster, escalation hierarchy among others.

Your Company has allocated substantial resources towards upgrading information technology systems, with an over-arching goal of achieving higher capacity, lower latency, improving market efficiency and transparency, enhancing user access and providing flexibility for future business growth and market needs.

Your Company upgraded the Data centre infrastructure with latest technology cooling system reducing the power consumption thus helping in reducing the carbon footprint.

Your Company have engaged M/s. Tata Consultancy Services Ltd (TCS) for development and implementation of the Commodity Derivative Platform (CDP). There was a delay in implementation of the new platform. Both MCX and technology partner are taking various steps towards smooth migration to the new platform.

To ensure smooth running of the business, your company has extended the existing software support services contract with M/s. 63 moons Technologies Ltd for further period of six months from 01^st July 2023 till 31^st December 2023. Your Company proposes to implement the new technology platform and complete the migration before end of September 2023.

(ii) The benefits derived like product improvement, cost reduction and product development:

During FY 2022-23, your Company continued to invest in IT systems and using IT as an enabler to provide a competitive advantage. Your Company's robust technology infrastructure continues to provide uninterrupted trading experience, reliability, credibility and mitigating risk of single point of failure.

Your Company has an in-house software development team, which undertook several initiatives in FY 2022-23 to enhance, develop and roll out various ancillary and peripheral systems as required by the organization.

(iii) Details of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Your Company has not directly imported any technology during the last three financial years.

(iv) Expenditure incurred on Research and Development (during the year under review) - Not applicable

C) FOREIGN EXCHANGE EARNINGS / OUTGO DURING THE YEAR UNDER REVIEW

The details of foreign exchange earnings and outgo during the year under review forms part of the Significant Accounting Policies and Note no. 34 of Notes to Accounts of the standalone and consolidated financial statements.

47. CORPORATE GOVERNANCE

Your Company is committed to good corporate governance aligned with the best corporate practices. The report on Corporate Governance, as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 and the certificate from a Practicing Company Secretary, regarding compliance of conditions of corporate governance, forms part of this Annual Report. The report on Corporate Governance also contains disclosures as required under the Companies Act, 2013.

48. RESOURCES COMMITTED TOWARDS STRENGTHENING REGULATORY FUNCTIONS AND TOWARDS ENSURING COMPLIANCE WITH APPLICABLE REGULATORY REQUIREMENTS

The disclosure pertaining to resources committed towards strengthening regulatory functions and ensuring compliance with regulatory requirements, backed by an activity based accounting, in terms of Regulation 33 of the SECC Regulations, 2018, is as under.

The Company has dedicated resources to manage the regulatory functions given in the table below. There are 131 resources in these functions at various designations as on 31^st March 2023. The total cost incurred by the Exchange towards these functions in FY 2022-23 was Rs. 16.06/- crore.

49. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2023 and of the profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a 'going concern' basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

50. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no application has been made under the Insolvency and Bankruptcy Code. Hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) along with their status as at the end of the financial year is not applicable.

51. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

52. ACKNOWLEDGMENTS

The Board of Directors wishes to place on record their sincere gratitude for the valuable guidance and continued support extended by the Government of India, Ministry of Finance, SEBI, RBI, Stock Exchanges, Ministry of Corporate Affairs, other government authorities, Banks, trading members, shareholders, members of various committees, auditors and other stakeholders. The Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors

Dr. Harsh Kumar Bhanwala

Chairman

(DIN: 06417704)

P S Reddy MD & CEO (DIN: 01064530)

Mumbai 29^th July 2023

Mumbai 29^th July 2023

Annexure I

Form AOC-1

Statement containing salient features of the financial statement of subsidiaries or associate companies or Joint Ventures

Note:

Multi Commodity Exchange Clearing Corporation Limited, a wholly-owned subsidiary of Multi Commodity Exchange of India Limited was incorporated on 01^st August 2008 and has commenced its operations from 03^rd September 2018.

*The Company's holding in India International Bullion Holding IFSC Limited (IIBH) remain at 20% of the paid-up capital of IIBH till 03^rd March 2022 and accordingly considered as an associate till 03^rd March 2022. After 03^rd March 2022, Exchange's holding fell below 20% of paid-up capital of IIBH and stood at 14.43%. As on 31^st March 2022 Exchange's holding was at 14.43% of paid-up capital of IIBH. Further, the Exchange's holding is 20% of paid-up capital of IIBH from 04^th May 2022 upto 14^th July 2022. After 14^th July 2022, Exchange's holding fell below 20% of paid-up capital of IIBH and stood at 14.29%. With effect from 12^th August 2022, the Exchange's holding is 20% of paid-up capital of IIBH.

For and on behalf of the Board of Directors:

Dr. Harsh Kumar Bhanwala

Chairman

(DIN: 06417704)

Mumbai 29^th July 2023

P. S. Reddy MD & CEO (DIN: 01064530) Mumbai 29^th July 2023

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES FY 2022-23

1. A brief outline of the Company's CSR policy, including overview of projects undertaken / programs proposed to be undertaken and a reference to the web-link to the CSR policy:

Mission: To create lasting value for communities in need by promoting and supporting education, livelihood, healthcare, sports, environmental and sustainable development initiatives and others including reducing inequalities faced by socially and economically backward groups, relief and rehabilitation and intervention towards an educated, employed, healthier and a cleaner India with an aim to serve communities at large and to transform their lives in a collaborative manner by partnering with internal and external stakeholders.

In its endeavour to create economic, social, and environmental capital, MCX is focused on creating a positive social and environmental impact by leveraging its resources and expertise.

Accordingly, the thematic focus areas of our MCX policy are:

(a) Healthcare,

(b) Education,

(c) Disabilities,

(d) Environment,

(e) Livelihoods

During the year under consideration, your Company as an active corporate citizen, initiated the following projects:

• Supporting Multiple Disabled children by improving their quality and dignity of life by providing educational kits, laptops, therapy equipment.

• Providing transportation facility to the Mentally Retarded children who reside in rural areas.

• Providing infrastructure and medical equipment's to Hospital which cater to the needs of persons from disadvantaged background.

The interventions during the year epitomize the conviction of your Company to serve and empower the needy communities. Going forward, MCX aims to further strengthen its initiatives and continue to serve the society. Overall, the CSR projects, programs and activities include investing resources in the following CSR thematic areas of:

• Support to public hospitals by supplying medical equipment.

• Promoting education, including special education and employment enhancing vocation skills, especially among children, women and the differently abled, livelihood enhancement projects, developing capability and self-reliance of beneficiaries at grass root level.

• Promoting preventive health care and improving sanitation.

• Promoting efficient use of energy and adopting environment-friendly technologies.

• Contributing to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development.

• Such other activities as may be prescribed in Schedule VII of the Companies Act, 2013, as amended from time to time, or prescribed by the Central Government and approved by the CSR Committee and the Company's Board, as the case may be.

Your Company has always considered CSR as an opportunity to serve and bring a perceptible change in the society. The CSR outreach has been constantly expanding for the inclusive growth and development of the society. The commitment and desire of the Company to do social good is revealed from its various holistic initiatives to address some of the persistent social challenges in the spheres of education, empowerment of women and differently abled, healthcare, and rural development.

The Company's CSR policy and the CSR activities are available on the Company's website at: https://www.mcxindia.com/about-us/csr

2. The Composition of the CSR Committee:

As on March 31,2023, the CSR Committee comprises of the following members:

@ Meeting held during the tenure of member.

* Ms. Pravin Tripathi ceased to be the member of CSR committee consequent to the completion of her tenure as a Board Member on 16^th September 2022.

# Dr. Bhartendu K. Gairola ceased to be the member of CSR committee consequent to the completion of his tenure as a Board Member on 16t^th September2022.

$ Mr. Vivek Krishna Sinha was appointed the Chairperson of the CSR Committee on 06^th December 2022.

The Committee was reconstituted by the Board in its meeting held on 06^th December 2022.

4. The CSR projects undertaken by the Company do not fall in the category defined for Impact Assessment.

5. Details of the amount available for set off in pursuance and amount required for set off for the financial year: NIL

6. Average net profit of the Company for last three financial years as per section 135(5): Rs.14937 lakhs

7. Details:

8(a). Details for CSR amount spent or unspent for the financial year:

# After considering the amount incurred in the month of April 2023

8 (b). Details of CSR amount spent against other than ongoing projects for the financial year 2022-23: Nil. 8 (c). Amount spent in Admin Overheads: Rs. 15 lakhs 8 (d). Amount spent on Impact Assessment, if applicable: Nil 8 (e). Total Amount Spent for the FY 2022-23 (8b+8c+8d+8e): Rs.235.71Lakh.

8 (f). Excess amount for set off, if any: Nil

9. Details of Unspent CSR amount for the preceding three financial years:

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year:

(a) Date of creation or acquisition of the capital asset(s): NA

(b) Amount of CSR spent for creation or acquisition of capital asset: NA

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.: NA

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset): NA

Does not include Capital Assets contributed by the Company to various Entities. The Capital Assets are registered in the Entities name.

11. Specify the reason(s) if the Company has failed to spend two per cent of the average net profit as per section 135(5). Your Company has identified various projects, which are On going Projects. These projects would be completed within the timelines provided.

12. Responsibility Statement:

The CSR Committee of the Company hereby confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company and with the various circulars and notifications issued by MCA, from time to time.

For Multi Commodity Exchange of India Limited

P. S. Reddy MD& CEO (DIN: 01064530)

Vivek Krishna Sinha

Chairperson of the CSR Committee/NID

(DIN: 08667163)

Particulars of contracts/arrangements made with related parties FORM NO. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis.

(a) Name(s) of the related party and nature of relationship: N.A.

(b) Nature of contracts/arrangements/transactions: N.A.

(c) Duration of the contracts/arrangements/transactions: N.A.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: N.A.

(e) Justification for entering into such contracts or arrangements or transactions: N.A.

(f) Date of approval by the Board: N.A.

(g) Amount paid as advances, if any: N.A.

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: N.A.

2. Details of material contracts or arrangements or transactions at arm's length basis.

In terms of policy of Related Party Transactions of the Company, transaction, whether individually or taken together with previous transactions with a related party during a Financial Year, which exceeds ten per cent of the annual consolidated turnover of the Company as per the last audited financial statement of the Company are considered as material related party transactions. Accordingly, the following information is furnished:

b) Details of transactions with related party are as below:

Note:

Pursuant to the directions of SEBI to transfer the functions of Clearing and Settlement of trades to a separate clearing corporation, MCX vide its agreement with MCXCCL dated 29^th May 2017 (amended on 04^th June 2018) transferred its Clearing and Settlement functions to MCXCCL.

There were no transactions with Associate Company CCRL during FY 2022-23. For and on behalf of the Board of Directors:

Dr. Harsh Kumar Bhanwala

Chairman

(DIN: 06417704)

Mumbai 29^th July 2023

P. S. Reddy MD & CEO (DIN: 01064530) Mumbai 29^th July 2023

FORM NO. MR.3 SECRETARIAL AUDIT REPORT

Annexure IV

For the Financial Year Ended 31^st March, 2023

To,

The Members,

Multi Commodity Exchange of India Limited

Add: Exchange Square, Suren Road,

Chakala, Andheri (East), Mumbai - 400093

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Multi Commodity Exchange of India Limited (hereinafter called the "Company or Exchange or MCX"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Auditor's Responsibility:

Our responsibility is to express an opinion on compliance with the applicable laws and maintenance of records based on the audit. We have conducted the audit in accordance with the applicable auditing standards issued by the Institute of Company Secretaries of India. The auditing standards require that the Auditor shall comply with statutory and regulatory requirements and plan and perform the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records.

Due to the inherent limitations of audit including internal, financial and operating controls, there is an unavoidable risk that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with the Standards.

Modified Opinion:

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of the secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2023 ('Audit Period') complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31,2023 according to the provisions of:

(i) The Companies Act, 2013 ('the Act') and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment w.r.t. Investment made in IFSC Company. (Foreign Direct Investment and External Commercial Borrowings are not applicable to the Company during the audit period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during the audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not applicable to the Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during the audit period)

(vi) We further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on the test-check basis, the Company has complied with regulations of the following law specifically applicable to the Company except mentioned in this report:

• Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 ('SECC Regulations, 2018')

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except for the followings:

We further report that:

The Board of Directors of the Company is duly constituted with the proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Except in case of meetings convened at shorter notice, adequate notice is given to all directors to schedule the board meetings and agenda items were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out either unanimously or by the majority while the dissenting members' views are captured and recorded as part of the minutes, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the Company has Structured Digital Database in place as required under SEBI (PIT) Regulations, 2015 and the steps to be taken continuously to align the same with the regulatory requirements. Further, SEBI has imposed a fine of Rs. 2 Lakhs on the Company under regulation 38(2) of SECC Regulations, 2018 in relation to the indirect deployment of funds in unrelated/non-incidental activity without prior approval of SEBI and through a separate entity as purported in the matter of agreement with PESB for developing of SPOT platform for Gold & Natural Gas. The said order is challenged by the Company before the Securities Appellate Tribunal ('SAT') and SAT by way of interim relief inter alia stayed the effect and operation of the impugned order till the disposal of the appeal.

We further report that during the audit period subject to the approval of SEBI, the Company has made alterations to the Object Clause of the Memorandum of Association and also amended the Articles of Association as per the Companies Act, 2013 vide special resolutions passed in the 20th Annual General Meeting held on September 27, 2022.

For AVS & Associates Company Secretaries

Vijay Yadav Partner

Membership No. F11990

C.P. No: 16806 Peer Review No: 1451/2021 UDIN:F011990E000704957

Place: Navi Mumbai Date: July 29, 2023

This report is to be read with our letter of even date which is annexed as 'Annexure - A' and forms an integral part of this report.

Annexure - A'

To,

The Members,

Multi Commodity Exchange of India Limited

Add: Exchange Square, Suren Road,

Chakala, Andheri (East), Mumbai - 400093

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial and other records under applicable laws is the responsibility of the management of the Company. Our responsibility is to issue Secretarial Audit Report, based on the audit of the relevant records maintained and furnished to us by the Company, along with explanations where so required.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test check basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and major events during the audit period;

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations and standards is the responsibility of Management. Our examination was limited to the verification of procedures on a test-check basis for the purpose of issue of the Secretarial Audit Report.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For AVS & Associates Company Secretaries

Vijay Yadav Partner

Membership No. F11990 C.P. No: 16806 Peer Review No: 1451/2021 UDIN:F011990E000704957

Place: Navi Mumbai Date: July 29, 2023

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2023

To,

The Members,

MULTI COMMODITY EXCHANGE CLEARING CORPORATION LIMITED

(CIN - U74999MH2008PLC185349)

Exchange Square, CTS 255, Suren Road,

Andheri (East), Mumbai-400093

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MULTI COMMODITY EXCHANGE CLEARING CORPORATION LIMITED (CIN - 4999MH2008PLC185349)

(hereinafter called "the company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company through electronic mode for the financial year ended on 31^st March, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not Applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 ('SEBI Act') to the extent applicable: -

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(f) The Securities and Exchange Board of India (Registrars to Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 ('Listing Regulation') to the extent as referred in Regulation 33 of Securities Contracts (Regulation)

(Stock Exchanges and Clearing Corporations) Regulations, 2018 ('SECC Regulations, 2018').

(iii) Compliances as per the SEBI Letter no. SEBI/HO/MRD2/MRD2_DDAP/P/OW/2022/24624/1 dated 15^th June, 2022

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned.

We further report that -

The Board of Directors of the Company is duly constituted. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance for meetings as per the prescribed timelines and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting;

All decisions at Board Meetings & Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or the Committees of the Board, as the case may be.

We further report that there are reasonable systems and processes in the Company commensurate with its size and operations to monitor and ensure compliance with applicable laws, rules, regulations and guidelines and the Company is in the process of strengthening the same.

We further report that during the year under review,

None of the following events has taken place-

I. Public/Rights/Preferential Issue of Shares/Debentures etc.

II. Redemption/buy-back of securities

III. Major decision taken by the members in pursuance to section 180 of the Companies Act, 2013.

IV. Merger/Amalgamation/Reconstruction, etc.

V. Foreign Technical Collaborations.

We further report that during the audit period there was no other event/action having major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, and standards.

For Mayekar & Associates Company Secretaries Firm U.I.N - P2005MH007400

Jatin Prabhakar Patil Partner FCS - 7282 COP - 7954

Date: July 21, 2023 Place: Mumbai

U.D.I.N - F007282E000334378 PR - 777/2020

Note: This report is to be read with our letter of even date which is annexed as Annexure 'A' and forms an integral part of this report.

Annexure A

To,

The Members,

MULTI COMMODITY EXCHANGE CLEARING CORPORATION LIMITED

(CIN - U74999MH2008PLC185349)

Exchange Square, CTS 255, Suren Road,

Andheri (East), Mumbai-400093

The Management along with the Board of Directors are responsible for ensuring that the Company complies with the provisions of all applicable laws and maintains the required statutory records and documents in the prescribed manner.

1) Management's responsibility

The Management along with the Board of Directors are responsible for ensuring that the Company complies with the provisions of all applicable laws and maintains the required statutory records and documents in the prescribed manner.

2) Auditor's responsibility

Based on audit, our responsibility is to express an opinion on the compliance with the applicable laws and maintenance of records by the Company. We conducted our audit in accordance with the auditing standards CSAS 1 to CSAS 4 ("CSAS") prescribed by the Institute of Company Secretaries of India ("ICSI"). These standards require that the auditor complies with statutory and regulatory requirements and plans and performs the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records.

Due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with the CSAS.

3) Basis for Opinion

i. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial Records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

ii. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

iii. Wherever required, we have obtained a Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

iv. The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Mayekar & Associates Company Secretaries Firm U.I.N - P2005MH007400

Jatin Prabhakar Patil Partner FCS - 7282 COP - 7954

Date: July 21, 2023 Place: Mumbai

U.D.I.N - F007282E000334378 PR - 777/2020

A. Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

* The employee count includes only employees and excludes 5 trainees.

** All other Directors were paid only sitting fees.

# KMPs under the Companies Act, 2013 as well as under Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 are considered as managerial personnel.

B. Disclosure as per Regulation 27(5) & (6) of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 [SECC Regulations, 2018] for the period from 01^st April 2022 to 31^st March 2023:

@ Since the remuneration of these KMPs is only for part of the year, the ratio of their remuneration is not comparable.

Note: a) The Compensation for the KMP's is the total remuneration for the time that they were part of the organisation/ from the time they became KMP's.

b) Total remuneration considered for the purpose of calculating ratios includes the total variable pay pertaining to FY 2021-22 which has been paid during FY 2022-23. It may be noted that 50% of such variable pay will be paid on deferred basis after 3 years as per SECC Regulations, 2018.

C. Ratio of the remuneration of each Director to the median remuneration of all the employees of your Company for the Financial Year 2022-23 is as follows:

For and on behalf of the Board of Directors:

Dr. Harsh Kumar Bhanwala

Chairman

(DIN: 06417704)

Mumbai 29^th July 2023

P. S. Reddy MD & CEO (DIN: 01064530) Mumbai 29^th July 2023

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 for the period from 01^st April 2022 to 31^st March 2023:

Employed throughout the Financial Year

Employed for part of the Financial Year

Notes:

1. The above list also includes Key Management Personnel as stipulated under Regulation 27(5) of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 [SECC Regulations, 2018].

2. Total Remuneration includes salary, reimbursement, taxable value of perquisites etc. excluding gratuity.

3. All employees mentioned above are in permanent employment of the Company, governed by employment terms & service rules. However, in terms of the provisions of the SECC Regulations, 2018 the tenure of KMPs is decided by the Nomination and Remuneration Committee or the Board of Directors, which can be suitably extended.

4. None of the above employee is a relative of any Director of the Company within the meaning of relative under the Companies Act, 2013.

5. None of the above employee was drawing salary in excess of that drawn by Managing Director / Whole Time Director.

6. As of 31st March 2023, none of the above employee, by himself/herself or along with his/her spouse and dependent children, held 2% or more of the equity shares in the Company as referred to in sub-clause (iii) of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

7. As of 31st March, 2023, none of the employees of the Company are posted and working in a country outside India.

For and on behalf of the Board of Directors:

Dr. Harsh Kumar Bhanwala

Chairman

(DIN: 06417704)

Mumbai 29^th July 2023

P. S. Reddy MD & CEO (DIN: 01064530) Mumbai 29^th July 2023