To,
The Members of
INOX India Limited
Your Directors take pleasure in presenting to you their Forty Ninth
Annual Report together with the Audited Financial Statements for the Financial Year ended
31st March, 2026.
1. Financial Results
(Rs. in lakhs)
|
Consolidated |
Standalone |
| Particulars |
2025-26 |
2024-25 |
2025-26 |
2024-25 |
Income |
|
|
|
|
| Revenue from operations |
1,55,182.44 |
1,27,982.81 |
1,52,205.33 |
1,27,013.01 |
| Other operating Income |
3,523.85 |
2,616.95 |
3,521.92 |
2,616.95 |
Total Income from Operations |
1,58,706.29 |
1,30,599.76 |
1,55,727.25 |
1,29,629.96 |
| Less: Total Expenses excluding finance cost |
1,27,783.51 |
1,04,636.83 |
1,25,275.71 |
1,03,408.48 |
Profit/Loss from operations before Other
Income and Finance |
30,922.78 |
25,962.93 |
30,451.54 |
26,221.48 |
Cost and Exceptional Items |
|
|
|
|
| Add: Other Income |
4,518.92 |
4,066.69 |
4,444.49 |
3,908.13 |
Profit/ Loss from operations after Other
Income and before |
35,441.70 |
30,029.62 |
34,896.03 |
30,129.61 |
Finance Cost and Exceptional Items |
|
|
|
|
| Less: Finance Costs |
923.11 |
854.46 |
874.99 |
814.09 |
Profit/ Loss before exceptional items and
tax |
34,518.59 |
29,175.16 |
34,021.04 |
29,315.52 |
| Add/(Less): Exceptional items |
(327.91) |
717.25 |
(327.91) |
717.25 |
Profit/Loss from ordinary activity before
Taxation |
34,190.68 |
29,892.41 |
33,693.13 |
30,032.77 |
Tax Expense: |
|
|
|
|
| Current tax |
8,494.24 |
7,071.58 |
8,365.00 |
7,071.58 |
| Deferred tax |
(91.83) |
377.99 |
89.48 |
613.12 |
| Taxation pertaining to earlier years |
(0.57) |
(160.02) |
(0.57) |
(160.02) |
Net Profit/ Loss for the year |
25,788.84 |
22,602.86 |
25,239.22 |
22,508.09 |
Profit/Loss for the year attributable to: |
|
|
|
|
| Equity holders of the Parent |
25,788.84 |
22,602.86 |
25,239.22 |
22,508.09 |
| Non-controlling interests |
- |
- |
- |
- |
Other Comprehensive Income |
|
|
|
|
| A) Items that will not be reclassified to
Profit & Loss |
|
|
|
|
| (i) Remeasurement of the defined benefit
plans |
(40.09) |
(97.04) |
(40.09) |
(97.04) |
| (ii) Tax on above |
10.09 |
24.42 |
10.09 |
24.42 |
| B) Items that will be reclassified to Profit
& Loss |
|
|
|
|
| (i) Foreign Currency Monetary Translation
Reserve |
62.58 |
(130.54) |
- |
- |
Total Other Comprehensive Income |
32.58 |
(203.16) |
(30.00) |
(72.62) |
Total Comprehensive Income for the year
comprising Profit/ (Loss) & Other Comprehensive Income |
25,821.42 |
22,399.70 |
25,209.22 |
22,435.47 |
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 2025-26, 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 2025-26 will be laid before the members of the Company for approval at the
Annual General Meeting.
3. Dividend
Your Directors have recommended final dividend of H 2/- i.e.
100% on H 2/- Face value per equity share for the Financial Year
2025-26. Dividend is subject to approval of members at the ensuing Annual General Meeting
and shall be subject to deduction of income tax at source. The dividend, if approved by
the shareholders, would involve a cash outflow of H 18.15 crore.
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:
Details of outstanding and unclaimed dividends previously declared and
paid by your Company are given under the Corporate Governance Report, which forms part of
this Annual Report.
4. Transfer to Reserves
During the year under review, the Company has not transferred any
amount to General Reserves. 9
5. Directors and Key Managerial Personnel (KMP)
Mr. Pavan Jain (00030098), who retires by rotation in terms of the
provisions of Section 152 of the Act and being eligible, offers himself for
re-appointment.
Resolution seeking shareholders' approval for his reappointment
along with other required details forms part of the Notice of 49th Annual General Meeting.
During the year under review, there were no changes in the Directors
and KMPs of the Company.
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 31st March, 2026
is H 181,527,000/- comprising of 907,63,500
Equity Shares of H 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 2025-26.
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 2025-26. The
Directors expressed their satisfaction with the evaluation process.
12. Meetings of the Board
During the year under review, the Board met 6 (Six) 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 that:
i. in the preparation of the Annual Accounts for the financial year
ended 31st March, 2026, 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. 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. 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. the Annual Accounts have been prepared by them on a going concern
basis;
v. 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. 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. 9, 10, 42 and 45 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 31st March, 2026, 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
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 13th 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
47th Annual General Meeting until the conclusion of the 52nd 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 Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, read with the provisions of Section 204(1) of
the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and other applicable provisions, if any the shareholders
of the Company has approved the appointment of M/s. Samdani Shah & Kabra, Practicing
Company Secretaries as Secretarial Auditors of the Company for a period of 5 consecutive
financial years, from the conclusion of the 48th AGM, until the conclusion of 53rd AGM
i.e. for the Financial Years commencing from 2025-26 till 2029-30.
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.
There is no qualification, reservation or adverse remark in the
Secretarial Audit Report submitted by M/s. Samdani Shah & Kabra, Practicing Company
Secretaries, Secretarial Auditor of the Company.
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 31st March, 2026, can be
accessed on the Company's website at https://inoxcva.com/ investor-relation.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 8th
August, 2023, granted 3,64,895 Stock Options, on 7th February, 2025 granted 7593 Stock
Options and on 12th February, 2026 granted 2267 Stock Options to eligible employees of the
Company under the Employee Stock Option Scheme ("Scheme"). The vesting will
happen as per the resolution passed by the Nomination and Remuneration Committee.
The Shareholders of the Company approved ratification of INOX Employee
Option Plan 2022 by way of special resolution on 20th 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 2025-26 |
2,267 |
| 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 |
2,68,645 |
| Options exercised |
Not Applicable |
| The total number of shares arising as a
result of exercise of option |
Not Applicable |
| Options lapsed |
Nil |
| 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 |
3,62,980 |
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 49th 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_Responsibility.pdf
The report on CSR activities for the financial year 2025-26, 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.
The Company has duly approved an Enterprise Risk Management Policy. The
objective of this Policy is to have well-defined approach to risk. The Policy lays down
broad guidelines for timely identification, assessment and prioritization of risks
affecting the Company in the short and foreseeable future. The Policy suggests framing an
appropriate response action for the key risks identified, so as to make sure that risks
are adequately addressed or mitigated.
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 provides 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 made 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 2025-26:
Number of complaints pending as on 1st April, 2025: Nil
Number of complaints received during the year: Nil
Number of complaints disposed of during the year: Nil
Number of complaints pending as on 31st March, 2026: 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
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 fronts, forms an integral part of this report.
The said report is available on the website of the Company at:
https://inoxcva.com/pdf/BRSR_2025-26.pdf
41. Acknowledgement
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.
By Order of the Board of Directors |
|
Siddharth Jain |
Parag Kulkarni |
| Non-Executive Director |
Executive Director |
| DIN: 00030202 |
DIN: 00209184 |
| Place: Mumbai |
Place: Nashik |
| Date: 12th May, 2026 |
Date: 12th May, 2026 |