Inox India Ltd

To

The Members of

INOX India Limited

Your Directors take pleasure in presenting to you their Forty Seventh Annual Report together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

1. FINANCIAL RESULTS

( H in Lakh)

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 2023-24, 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 2023-24 will be laid before the Annual General Meeting for approval of the Members of the Company.

3. DIVIDEND

W ith a view to conserve resources for future operations and growth, the Board has not recommended any dividend for Financial Year 2023-24.

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

Unclaimed Dividend:

The Board of Directors at their meeting held on 8^th August, 2023, had declared interim dividend of H 11/- per Equity Share of H 2/- each for the Financial Year 2023-24. The interim dividend was paid to the shareholders holding shares as on Record Date i.e. 9^th August, 2023.

No amount of interim dividend declared for the F.Y. 2023-24 remained unpaid/unclaimed. 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)

Mr. Parag Kulkarni (00209184), who retires by rotation in terms of the provisions of Section 152 of the Act and being eligible, offers himself for re-appointment.

Mr. Siddharth Jain (00030202) who retires by rotation in terms of the provisions of Section 152 of the Act and being eligible, offers himself for re-appointment.

Resolutions seeking shareholders' approval for their reappointment along with other required details forms part of the Notice of 47^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 19^th June, 2023 has appointed Mr. Kamlesh Shinde as a Company Secretary and Compliance Officer w.e.f 19^th June, 2023 in place of Mr. Hiren Dalwadi, Company Secretary and Compliance Officer who has resigned w.e.f close of working hours on 18^th June, 2023.

6. MAJOR EVENTS/MATERIAL CHANGES OCCURRED DURING THE YEAR AND TILL THE DATE OF THIS REPORT

INITIAL PUBLIC OFFER ("THE IPO")

A major highlight for the year under review was that the Company successfully came out with an Initial Public Offer of equity shares of the company. The issue was entirely offer for sale (OFS) of equity shares. The Public Issue was open for subscription from 14^th December, 2023 to 18^th December, 2023. Pursuant to the IPO, 22,110,955 equity shares were offered and allotted to the public at price of H 660/- per equity share on 19^th December, 2023 under various Categories. The Company received listing and trading approvals from BSE Limited ("BSE") and National Stock Exchange of India Ltd. ("NSE") on 20^th December, 2023 and the equity shares were listed on BSE and NSE on 21^st December, 2023. Your directors believes that the listing of the Company would provide the right platform to take its brand to greater heights, enhance visibility and provide liquidity to the shareholders.

The Company's IPO received an overwhelming response and was oversubscribed by 61.28 times, reflecting an investor appetite for the issue. The Equity Shares of the Company were listed with a substantial gain from its offer price. The market capitalization of the Company has marked its presence under the list of Top 500 Companies. As per the market capitalization list released by NSE and BSE, the ranking of your Company stood at 419 and 420, respectively, as of 31^st March, 2024.

We are gratified and humbled by the trust and faith shown in the Company by the market participants and all the investors.

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.

. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2024 is 181,527,000/- comprising of 907,63,500 Equity Shares of 2/- each.

. 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 2023-24.

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 2023-24. The Directors expressed their satisfaction with the evaluation process.

12. MEETINGS OF THE BOARD

During the year under review, the Board met 10 (Ten) times and details of Board Meetings held 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, 2024, 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 and guarantees given are provided under Note nos. 7, 8, 41 and 46 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 are no material related party transactions during the year under review with any Related Parties. Hence, disclosure in Form AOC-2 is not required to be annexed to this Report.

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 COMPANY

As on 31^st March, 2024, 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 - A.

19. INTERNAL FINANCIAL CONTROLS

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

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

20. INDEPENDENT AUDITORS

The Members of the Company, at their Forty Second Annual General Meeting ("AGM") held on 15^th July, 2019 had appointed M/s. K. C. Mehta & Co., LLP, (Firm Registration No.: 106237W/W100829), Chartered Accountants, Vadodara as an Independent Auditors of the Company for a second term of five years from the conclusion of the Forty Second AGM till the conclusion of the Forty Seventh AGM of the Company. The second term of five consecutive years of the Independent Auditors will be completed on the conclusion of the ensuing AGM of the Company.

Pursuant to the provisions of Section 139 of the Act, the Board of Directors on recommendation of the Audit Committee and subject to Shareholders' approval, recommended the appointment of 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 ensuing 47^th Annual General Meeting till the conclusion of 52^nd Annual General Meeting of the Company.

Consent cum eligibility certificate has been received from M/s. S R B C & Co LLP to the effect that their appointment as Independent Statutory Auditors of the Company, if made at the ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under. A resolution seeking their appointment forms part of the Notice convening the 47^th Annual General Meeting and the same is recommended for your consideration and approval.

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 call for any further clarifications under Section 134 (3)(f) of the Act.

21. COST AUDITORS

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company had appointed M/s Diwanji & Co., Cost Accountants, as Cost Auditors for the financial year 2023-24.

The provisions of Section 148(1) of the Act with regard to maintenance of cost records are applicable to the Company and the Company has made and maintained the cost records as specified therein.

22. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed

M/s. Samdani Shah & Kabra., Practicing Company Secretaries to conduct Secretarial Audit of the Company.

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

There is no qualification, reservation or adverse remark in the Secretarial Audit Report submitted by M/s. Samdani Shah & Kabra., Practicing Company Secretaries to the Company.

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

23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of the 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, Corporate Governance Report and Secretarial Auditor's Certificate regarding compliance of conditions of Corporate Governance forms part of this report.

All the Board Members and Senior Management Personnel of the Company had 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 a part of the Corporate Governance Report.

26. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return of the Company in Form MGT-7 as on 31^st March, 2024 can be accessed on the Company's website at https://inoxcva.com/pdf/Annual_Return_2023-24.pdf.

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 Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed to this Report at Annexure – C.

28. EMPLOYEE STOCK OPTION SCHEME

During the year under review, Nomination and Remuneration Committee at its meeting held on 8^th August, 2023, has granted 3,64,895 Stock Options to the eligible employees of the Company under the Employee Stock Option Scheme ("Scheme"). Further, 50% vesting will happen in FY 2024-25, 25% vesting will happen in FY 2025-26 and remaining vesting will happen in FY 2026-27.

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 implementation of the Company's Employee Stock Option Scheme will be placed at the ensuing AGM for inspection by the Members electronically.

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

29. PARTICULARS OF EMPLOYEES

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

In terms of the second proviso to Section 136(1) of the Act, 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 said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the 47^th Annual General Meeting.

30. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Ms. Ishita Jain, Non-Executive Director, Mr. Siddharth Jain, Non-Executive Director, Ms. Girija Balakrishnan, Independent Director and Mr. Parag Kulkarni, Executive Director of the Company.

The CSR Policy of the Company is disclosed on the website of the Company which 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 - E.

31. INSURANCE

The Company's property and assets have been adequately insured.

32. RISK MANAGEMENT

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

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

The Company has in place "Risk Management Policy" and has also engaged an external agency to further develop the Enterprise Risk Management Framework of the Company.

33. VIGIL MECHANISM

Pursuant to the provisions of Section 177 (9) & (10) of the Act and Regulation 22 of the Listing Regulations, the Company has established a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

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 workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has formed Internal Complaints Committee in compliance of the provisions of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy

The following is the summary of sexual harassment complaints received and disposed off during the year 2023-24:

35. CREDIT RATING

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

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

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

37. CHANGE IN THE NATURE OF BUSINESS

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

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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

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

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

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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 front forms an integral part of this report. The said report is available on the website of the Company at: https://inoxcva.com/pdf/Business-Responsibility-and-Sustainability-Report-for-the-Financial-Year-ended-31^st-March-2024.pdf

41. ACKNOWLEDGEMENT

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