Inox India Ltd

To,

The Members of

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

(H in lakhs)

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 RS.2/- i.e.

100% on RS.2/- 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_Policy.pdf

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 RS.181,527,000/- comprising of 907,63,500 Equity Shares of RS.2/- 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_Policy.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.

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

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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:

*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.

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_Responsibility.pdf

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

The Company's property and assets are adequately insured.

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.

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.

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

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

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

There was no change in the nature of the business of your Company during the financial year.

During the period under review, the Company has not made any application, and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

During the period under review, the Company has not made any such valuation.

A Business Responsibility and Sustainability Report, as per Regulation 34 of SEBI Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social, and governance fronts, forms an integral part of this report.

The said report is available on the website of the Company at:

https://inoxcva.com/pdf/Business%20Responsibility%20 and%20Sustainability%20Report%20for%20the%20 Financial%20Year%20ended%2031st%20March%20 2025.pdf

Your Directors express their gratitude to all external agencies for the assistance, cooperation, and guidance received. Your Directors also place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.