Your Directors take pleasure in presenting to you their Forty Eighth Annual Report together with the Audited Financial Statements for the
Financial Year ended 31^st March, 2025.

1. Financial Results

2. Consolidated Financial Statements

As per Regulation 33 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations") and applicable
provisions of the Companies Act, 2013 (“the Act") read
with the Rules issued thereunder, the Consolidated
Financial Statements of the Company for the Financial Year
2024-25, have been prepared in compliance with applicable
Accounting Standards and on the basis of Audited Financial
Statements of the Company and its subsidiary company, as
approved by the respective Board of Directors.

The Consolidated Financial Statements together with the
Auditors' Report forms part of this Annual Report.

The Audited Standalone and Consolidated Financial
Statements for the Financial Year 2024-25 will be laid before
the Annual General Meeting for approval of the Members
of the Company.

3. Dividend

Your Directors have recommended dividend of H2/- i.e.
100% on H2/- Face value per equity share for the Financial

Year 2024-25. Dividend is subject to approval of members at
the ensuing Annual General Meeting and shall be subject to
deduction of income tax at source.

In accordance with Regulation 43A of the Listing Regulations,
the Company has formulated a 'Dividend Distribution Policy'
and the same have been uploaded on the Company's website
at: https://inoxcva.com/pdf/Dividend Distribution Policvpdf

Unclaimed Dividend:

The Company does not have any unpaid / unclaimed Dividend.

4. Transfer To Reserves

During the year under review, the Company has not
transferred any amount to General Reserves.

5. Directors And Key Managerial Personnel (Kmp)

Ms. Ishita Jain (09276232), who retires by rotation in terms
of the provisions of Section 152 of the Act and being eligible,
offers herself for re-appointment.

Resolution seeking shareholders' approval for her
re-appointment along with other required details forms part
of the Notice of 48^th Annual General Meeting.

During the year under review, there were no changes in
the Directors of the Company. The Board of Directors of
the Company at its meeting held on 7^th February, 2025 has
appointed Mr. Jaymeen Patel as a Company Secretary and
Compliance Officer w.e.f 8^th February, 2025 in place of
Mr. Kamlesh Shinde, Company Secretary and Compliance
Officer who has resigned w.e.f close of working hours on 7^th
February, 2025.

6. Major Events/Material Changes Occurred During
The Year And Till The Date Of This Report

There are no Material Changes and Commitments affecting
financial position of the Company occurring after end of
financial year till the date of Board's Report.

7. Share Capital

The paid-up Equity Share Capital of the Company as on
31^st March, 2025 is H181,527,000/- comprising of 907,63,500
Equity Shares of H2/- each.

8. Nomination & Remuneration Policy

The Nomination and Remuneration Policy of the Company is
available on the website of the Company at https://inoxcva.
com/pdf/Nomination and Remuneration Policv.pdf

Salient features and objectives of the Policy are as follows:

a. To lay down criteria for identifying persons who
are qualified to become Directors and who may be
appointed in Senior Management of the Company in

accordance with the criteria laid down by Nomination
and Remuneration Committee and recommend to the
Board their appointment and removal,

b. To lay down criteria to carry out evaluation of every
Director's performance,

c. To formulate criteria for determining qualification,
positive attributes and Independence of a Director,

d. To determine the composition and level of remuneration,
including reward linked with the performance, which is
reasonable and sufficient to attract, retain and motivate
Directors, KMP, Senior Management Personnel & other
employees to work towards the long term growth and
success of the Company,

e. To lay down the criteria for making payment of
remuneration to Directors, Key Managerial Personnel
and Senior Management Personnel.

There is no change in the Nomination and Remuneration
Policy of the Company during the Financial Year 2024-25.

9. Declaration By Independent Directors

The Company has received declarations from all Independent
Directors confirming that they meet the criteria of
independence as prescribed under the provisions of Section
149 (6) of the Act read with the Schedule and Rules
issued thereunder as well as Regulation 16 of the Listing
Regulations (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force). There
has been no change in the circumstances affecting their
status as Independent Directors of the Company. Further, all
Independent Directors of the Company have registered their
names in the Independent Directors' Data bank.

The Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV of the Act.

10. Familiarisation Programme For Independent
Directors

Details of Familiarization Program for Independent Directors
is given in the Corporate Governance Report, which forms
part of this Annual Report.

11. Performance Evaluation

Pursuant to the provisions of the Act, the Listing Regulations
and Nomination and Remuneration Policy of the Company,
the Nomination and Remuneration Committee (“NRC")
and the Board has carried out the annual performance
evaluation of the Board, its committees and individual
Directors by way of individual and collective feedback from
Directors. The Independent Directors have also carried out
annual performance evaluation of the Chairperson, the non¬
independent directors and the Board as a whole.

Performance Evaluation forms containing criteria for
evaluation of Board as a whole, Committees of the Board
and individual Directors and Chairperson of the Company
were sent to all the Directors with a request to provide
their feedback to the Company on the Annual Performance
Evaluation of Board as a whole, Committees of Board,
Individual Directors & Chairperson of the Company for
the Financial Year 2024-25. The Directors expressed their
satisfaction with the evaluation process.

12. Meetings of The Board

During the year under review, the Board met 5 (Five) times
and details of Board Meetings held and attendance of
each Director at these meetings are given in the Corporate
Governance Report.

The intervening gap between the two Meetings were within
the time limit prescribed under Section 173 of the Act read
with Regulation 17 (2) of the Listing Regulations.

13. Audit Committee

The Composition of Audit Committee is disclosed in the
Corporate Governance Report which forms part of this
Annual Report.

The Board accepted all the recommendations made by Audit
Committee during the year.

14. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and
ability, confirm:

i. That in preparation of the Annual Accounts for the
financial year ended 31^st March, 2025, the applicable
Accounting Standards and Schedule III of the
Companies Act, 2013, have been followed and there
are no material departures from the same;

ii. That such Accounting Policies have been selected and
applied by them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the Financial Year and of the
Profit and Loss of the Company for that period;

iii. That proper and sufficient care has been taken by
them for the maintenance of adequate accounting
records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. That the Annual Accounts have been prepared by them
on a going concern basis;

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

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

15. Particulars of Loans Given, Investments Made,
Guarantees Given and Securities Provided

The Company has complied with the provisions of Section
186 of the Act in respect of investments made and guarantees
provided during the year under review. The Company has not
given any loans or provided any security as specified under
Section 186 of the Act during the review period. The details
of investment made, loans and guarantees given are provided
under Note nos. 8, 9, 41 and 44 to the Standalone Financial
Statements of the Company.

16. Contracts and Arrangements with Related Parties

All transactions entered with Related Parties for the year
under review were on arm's length basis and in the ordinary
course of the Company's business. Further, there was material
related party transactions during the year under review with
any Related Parties. Hence, disclosure in Form AOC-2 is
annexed to this Report as Annexure - A.

The Policy on Materiality of Related Party Transactions and
dealing with Related Party Transactions as approved by the
Board may be accessed on the Company's Website at: https://
inoxcva.com/pdf/Policy on Materiality of Related Party
Transactions.pdf

17. Deposits

During the year under review, the Company has not accepted
any deposits covered under Chapter V of the Act. There are no
unpaid or unclaimed deposits nor the Company has defaulted
in repayment of deposits or payment of interest thereon.

18. Subsidiary, Joint Ventures and Associate
Company

As on 31^st March, 2025, INOXCVA Europe B.V and INOXCVA
Comercio E Industria De Equipmentos Criogenicos Ltda. are
wholly owned subsidiaries of the Company. In accordance
with Section 136 of the Companies Act, 2013, the financial
statements of the subsidiary company are available for
inspection by the Members on the website of the Company.
The financial statements including the consolidated financial
statements, financial statements of subsidiary and all other
documents required to be attached to this report have been

uploaded on the website of the Company at https://inoxcva.
com/investor-relation.php

The Company has formulated a policy for determining
material subsidiaries. The policy can be accessed on the
website of the Company at https://inoxcva.com/pdf/Policy
on Material Subsidiaries.pdf

A separate statement containing the salient features of
financial statements of subsidiary of the Company in Form
no. AOC-1 pursuant to first proviso to sub-section (3) of
Section 129 of the Companies Act, 2013 and Rule 5 of
Companies (Accounts) Rules, 2014 along with the highlights
of the performance of the subsidiary and its contribution to
overall performance of the Company during the year in terms
of Rule 8 of Companies (Accounts) Rules, 2014 is annexed to
this Report as Annexure - B.

The Company does not have any other Joint Venture or
Associate Companies as defined in the Companies Act, 2013.

19. Internal Financial Controls

The Company has adequate internal financial controls
commensurate with its size and nature of its business.

The Board has reviewed the internal financial controls of
the Company with reference to the Financial Statements.
The Audit Committee monitors the internal financial
controls in consultation with the Internal Auditors of the
Company. These controls are independently tested by
M/s. Grant Thornton Bharat LLP, Chartered Accountants,
Internal Auditors of the Company.

20. Independent Auditors

At the Forty-Second Annual General Meeting (AGM) held
on 15^th July 2019, the Members of the Company appointed
M/s. K. C. Mehta & Co., LLP (Firm Registration No.:
106237W/W100829), Chartered Accountants, Vadodara, as
Independent Auditors for a second term of five years, from
the conclusion of the Forty-Second AGM until the conclusion
of the Forty-Seventh AGM of the Company. The second term
of M/s. K C Meha & Co., LLP concluded at the 47^th AGM held
on 13^th June, 2024

Pursuant to Section 139 of the Companies Act, 2013, and
on the recommendation of the Audit Committee and the
Board of Directors, shareholders' at their meeting held on
13^th June, 2024 approved, the appointment of M/s. S R B C &
Co LLP (Firm Registration No.: 324982E/E300003), Chartered
Accountants, as Statutory Auditors of the Company for a
term of five consecutive years, starting from the conclusion
of the 47^th Annual General Meeting until the conclusion of
the 52^nd Annual General Meeting.

There are no reservations, qualifications, or adverse remarks
in the Independent Auditor's Report. The notes forming

part of the accounts are self-explanatory and do not require
further clarifications under Section 134(3)(f) of the Act.

21. Cost Auditors

In compliance with Section 148 of the Companies Act, 2013,
and the Companies (Cost Records and Audit) Rules, 2014,
the Company had appointed M/s. Diwanji & Company, Cost
Accountants, as Cost Auditors for the period from Financial
Year 2024-25 to 2028-29.

As required under the provisions of the Companies Act, 2013,
the remuneration of Cost Auditors as approved by the Board
of Directors is subject to ratification by the Shareholders at
the ensuing Annual General Meeting.

The provisions of Section 148(1) of the Act regarding the
maintenance of cost records apply to the Company, and the
Company has made and maintained the required cost records
as specified therein.

22. Secretarial Audit Report

In accordance with Section 204 of the Companies Act,
2013, read with Rule 9 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 and
in terms of regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board
of Directors has appointed M/s. Samdani Shah & Kabra,
Practicing Company Secretaries, to conduct the Secretarial
Audit of the Company.

The Secretarial Audit Report, provided by M/s. Samdani Shah
& Kabra, Practicing Company Secretaries, in Form No. MR-3,
is annexed to this Report as Annexure - C.

The Secretarial Auditor, M/s. Samdani Shah & Kabra,
Practicing Company Secretaries, in its report has given
qualification/ reservation/ adverse remark that the Company
has not obtain in-principle approval of the recognized stock
exchanges, as required, under regulation 12(3) of SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021, which was applied and the same is pending with the
Stock Exchanges as on the date of this report.

In response to the above qualification/ reservation/ adverse
remark, the Company has already applied and the same is
pending with the Stock Exchanges for approval.

In terms of amended Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company proposes to appoint M/s. Samdani Shah
& Kabra, a peer reviewed firm of Company Secretaries in
Practice as the Secretarial Auditors of the Company to hold
office for a period of five consecutive years commencing from
financial year 2025-26 till financial year 2029-30, subject to
approval of the shareholders at the ensuing Annual General
Meeting of the Company.

Your directors recommend that the proposed resolution
relating to the appointment of Secretarial Auditors to be
passed by requisite majority in ensuing AGM.

The Company has complied with all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.

23. Details in Respect of Frauds Reported by Auditors
Other than those Reportable to the Central
Government

The Statutory Auditors, Secretarial Auditors, and Cost
Auditors of the Company have not reported any instances
frauds to the Audit Committee or the Board of Directors
under Section 143(12) of the Companies Act, 2013, including
the rules made thereunder.

24. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34 read with
Schedule V of the SEBI Listing Regulations, is presented in a
separate section, forming part of this Annual Report.

25. Corporate Governance Report

Pursuant to Regulation 34 read with Schedule V of the
Listing Regulations, the Corporate Governance Report and
the Secretarial Auditor's Certificate regarding compliance
with the conditions of Corporate Governance forms part
of this report.

All the Board Members and Senior Management Personnel
of the Company have affirmed compliance with the Code
of Conduct for Board and Senior Management Personnel.
A declaration to this effect, duly signed by the Chief
Executive Officer is enclosed as part of the Corporate
Governance Report.

26. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Companies Act, 2013, the Annual Return of the
Company in Form MGT-7, as on 31^st March, 2025, can be
accessed on the Company's website at https://inoxcva.com/
investorrelation.php.

27. Conservation of Energy, Technology Absorption,
and Foreign Exchange Earnings and Outgo

Information in respect of Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings, and Outgo, pursuant
to Section 134 of the Companies Act, 2013, read with Rule
8 of the Companies (Accounts) Rules, 2014, in the manner
prescribed, is annexed to this Report at Annexure - D.

28. Employee Stock Option Scheme

The Nomination and Remuneration Committee, at its meeting
held on 8^th August, 2023, granted 3,64,895 Stock Options
to eligible employees of the Company under the Employee
Stock Option Scheme (“Scheme"). The vesting will happen
over a period of 3 subsequent years from the date of grant to
the eligible employees.

Shareholders of the Company approved ratification of INOX
Employee Option Plan 2022 by way of special resolution on
20^th December, 2024

Pursuant to Regulation 13 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, a Certificate from
M/s. Samdani Shah and Kabra, Secretarial Auditors, with respect
to the implementation of the Company's Employee Stock
Option Scheme, will be placed at the ensuing Annual General
Meeting (AGM) for inspection by the Members electronically.

Details of Options granted pursuant to Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014 are
given hereunder:

Total Options Granted during FY 2024-25 7593

Employee wise Options granted to Not Applicable

i. Key Managerial Personnel

ii. Any other employee who receives a
grant of options in any one year of
option amounting to five percent or
more of options granted during that year

iii. Identified employees who were
granted option, during any one year,
equal to or exceeding one percent
of the issued capital (excluding
outstanding warrants and conversions)
of the company at the time of grant

Options Vested 1,76,567

Options exercised |Not Applicable

The total number of shares arising as a Not Applicable
result of exercise of option

Options lapsed* 11,775

Exercise price Not Applicable

Variation of terms of options Not Applicable

Money realized by exercise of options Not Applicable

Total number of options in force 3,60,713
*Options lapsed due to resignation of concerned employee of the Company.

Further, details as required under Regulation 14 of the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 are made available on website of the
Company at https://inoxcva.com/investor-relation.php.

29 Particulars of Employees

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013,
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are
annexed to this Report at Annexure - E.

In terms of the second proviso to Section 136(1) of the
Companies Act, 2013, the Reports and Accounts are being
sent to the shareholders excluding the information required
under Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Any
shareholder interested in obtaining the same may write to the
Company Secretary at the Registered Office of the Company.
The information will also be available for inspection by the
Members at the Registered Office of the Company on any
working day during business hours of the Company up to the
date of the 48^th Annual General Meeting.

30. Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee of the
Company comprises:

• Ms. Ishita Jain, Non-Executive Director

• Mr. Siddharth Jain, Non-Executive Director

• Ms. Girija Balakrishnan, Independent Director

• Mr. Parag Kulkarni, Executive Director of the Company

The CSR Policy is available on the website of the Company
and can be viewed at https://inoxcva.com/pdf/Policy on
Corporate Social Responsibilitv.pdf

The report on CSR activities, as per the Companies (Corporate
Social Responsibility Policy) Rules, 2014, is annexed to this
Report at Annexure - F.

31. Insurance

The Company's property and assets are adequately insured.

32. Risk Management

The Risk Management Committee of the Company is duly
constituted, and the composition of the Risk Management
Committee is mentioned appropriately in the Corporate
Governance Report, which is part of this Annual Report.

In the Board's view, there are no material risks that may
threaten the existence of the Company.

33. Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013, and Regulation 22 of the Listing

Regulations, the Company has established a Vigil Mechanism
/ Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. This mechanism provide for adequate
safeguards against victimisation of Directors or employees or
any other person who use the mechanism and direct access
to the Chairperson of Audit Committee in appropriate cases.

The Whistle Blower Policy has been disclosed on the
Company's website at https://inoxcva.com/pdf/Whistle
Blower Policy (1).pdf.

34. Information under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at
the workplace and has adopted a policy on the prevention,
prohibition, and redressal of sexual harassment in line with
the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition, and Redressal) Act, 2013
and the rules thereunder.

The Company has formed an Internal Complaints Committee
in compliance with the provisions of the said Act to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, and trainees)
are covered under this policy.

The following is a summary of sexual harassment complaints
received and disposed of during the year 2024-25:

• Number of complaints pending as on 1^st April, 2024: Nil

• Number of complaints received during the year: Nil

• Number of complaints disposed of during the year: Nil

• Number of complaints pending as on
31^st March, 2025: Nil

35. Credit Rating

The details of the Credit Rating(s) are disclosed in the
Corporate Governance Report, which forms part of
this Annual Report.

36. Significant and Material Orders Passed by
Regulators or Courts or Tribunals Impacting the
Going Concern Status and Company's Operations
in Future

There are no orders passed by the Regulators, Courts,
or Tribunals impacting the going concern status and the
Company's operations in the future.

37. Change in the Nature of Business