Your Directors’ have pleasure in presenting the 29th Annual Report of the Company together with the audited financial statements for the financial year ended on 31st March, 2026.
1. FINANCIAL SUMMARY
|
Particulars
|
31-Mar-26 in Lakhs)
|
31-Mar-25 (^ in Lakhs)
|
|
Turnover and Other Income
|
4243.48
|
3379.14
|
|
Profit Before Depreciation
|
1282.94
|
878.85
|
|
Add: Exceptional Items
|
123.95
|
0
|
|
Less: Depreciation
|
57.71
|
52.06
|
|
Less: Tax expense
|
346.79
|
202.54
|
|
Less: Deferred Tax
|
(15.88)
|
15.27
|
|
Profit / Loss after Tax
|
1018.27
|
608.98
|
2. DIVIDEND
The Board of Directors does not recommend dividend for the Financial Year ended on 31st March, 2026.
3. RESERVES
The Board does not propose to carry to any reserves for the financial year 2025-26.
4. Brief description of the Company’s working during the year/State of Company’s affair
The total turnover of the Company during the current financial year 2025-26 was Rs. 4082.24 lakh compare to turnover of Rs. 3290.46 lacs during the previous financial year 2024-25 and profit after tax during the year was Rs. 1018.27 lakh compared to profit after tax of Rs. 608.98 lakh during the previous year 2024-25. The management is glad to declare the 24% rise of turnover and 67% growth in Profit after tax for current financial year.
5. Change in the nature of business, if any
There was no change in the nature of business during the financial year 2025-26 and the company has continued to carry on the existing business of the Company.
6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
The Company entered into the capital market with its Initial Public Offering (IPO) and allotted in aggregate 37,80,000 equity shares of face value of Rs. 10/- each, for the issue price of Rs. 47/- each (including premium of Rs. 37/- each) on July 10, 2025 on SME Platform of BSE. The Company received the approval on July 9, 2025 for listing.
Apart from the above, there have been no other material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future
No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements
The management of the Company has taken adequate steps for internal financial controls with reference to the Financial Statements.
9. Details of Subsidiary/Joint Ventures/Associate Companies
Your Company has incorporated wholly owned subsidiary styled Cryogenic OGS Middle East F.Z.E on March 13, 2026 at Ajman Free Zone.
The Company has also incorporated the Indian subsidiary styled Infravolt Engineering Private Limited on May 4, 2026, i.e. after the period under review, with the stake of 51% of shareholding.
Your Company has no Joint Ventures/Associate Companies during the year.
10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement
The wholly owned subsidiary of the Company styled Cryogenic OGS Middle East F.Z.E was incorporated on March 13, 2026 and the agreed capital has not been infused hence no financial position available for the financial year under review.
The Indian subsidiary styled Infravolt Engineering Private Limited was incorporated on May 4, 2026, hence no financial position available for the financial year under review.
Your Company has no Joint Ventures/Associate Companies during the year.
11. Deposits
Your Company has not accepted any deposit from the public during the year under review and therefore Chapter V of the Companies Act, 2013 is not applicable to the Company.
12. Auditors Statutory Auditors
M/s. Maloo Bhatt & Co., Chartered Accountants, Auditors of the Company has been appointed as auditors for the five years at the Annual General Meeting of the Company held on 30th September, 2023 and is eligible to act as Auditors of the Company for the financial year 202526.
Internal Auditors
The Board has appointed M/s. Maloo Maloo & Associates, Chartered Accountants as Internal Auditors of Company for F.Y. 2025-26 at the meeting of the board of directors held on 4th August, 2025 in compliance of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.
13. Auditors’ Report
The observations of the Auditors are explained, wherever necessary, in appropriate notes to the Audited Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditors’ report for the year 2025-26.
14. Share Capital Authorized Capital
During the year under review, there was no change in the authorized share capital of the Company.
Issued, Subscribed & Paid-up Capital
During the year under review, the Company came out with the Initial Public Offer and got listed on the SME platform of BSE Limited on 10th July, 2025 and allotted 37,80,000 equity shares of Rs. 10 each at the premium of Rs. 37 per equity share, henceforth increasing the paid-up share capital of the Company to Rs. 14,28,00,000.
The Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued any shares under Employee stock option plan and there has been no change in the voting rights of the shareholders during the period under review.
15. Web link for annual return
The Copy of Annual Return as required under section 92 of the Companies Act, 2013 read with the rule 12 of the Companies (Management and Administration) Rules, 2014 will be available on the website of the Company www.cryogenicogs.com at the link https://cryogenicogs.com/ annual return.html after filing annual return, on completion of ensuing annual general meeting with the Registrar of Companies within the time stipulated in said section 92 of Act.
16. Conservation of energy, technology absorption and foreign exchange earnings and outgo
A statement containing the necessary information in accordance with Section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is mentioned in ANNEXURE A.
17. Corporate Social Responsibility (CSR)
The Company is required to spend towards corporate social responsibility under section 135 of the Companies Act, 2013. The details of amount spent towards Corporate Social Responsibility during the financial year 2025-26 is given in ANNEXURE C.
18. Directors and Key Managerial Personnel
A. Following changes incorporated during the financial year 2025-26:
Mr. Dhairya Patel, Whole-time Director, retires by rotation, re-appointed at the annual general meeting of the Company held on 4th September, 2025.
B. Declaration by an Independent Director(s) and re- appointment, if any Declarations:
A declaration, by Independent Directors that they have met the criteria provided in subsection (6) of Section 149 of the Companies Act, 2013, have been received.
The Independent Directors of the Company have also confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.
Re-appointments, if any:
Mrs. Kiranben Nileshbhai Patel, Director of the Company retiring by rotation and eligible for re-appointment has given her consent and declaration under Form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
C. Formal Annual Evaluation
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors.
In evaluating the suitability of individual Board members, the Committee may consider factors, such as:
• General understanding of the Company’s business;
• Educational back ground and experience;
• Personal and professional ethics, integrity and values;
• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.
D. Opinion of the Board:
Your Board is of opinion that independent directors of the Company, possess requisite qualifications, experience and expertise and they hold good standard of integrity in various fields.
19. Meetings
Board Meetings
During the year from 1st April, 2025 to 31st March, 2026 the Board of Directors met on the following dates:
|
SN
|
Date of Meeting
|
Board Strength
|
No. of Directors Present
|
|
1
|
31-05-2025
|
5
|
5
|
|
2
|
02-06-2025
|
5
|
5
|
|
3
|
28-06-2025
|
5
|
5
|
|
4
|
02-07-2025
|
5
|
5
|
|
5
|
07-07-2025
|
5
|
5
|
|
6
|
08-07-2025
|
5
|
5
|
|
7
|
04-08-2025
|
5
|
5
|
|
8
|
16-10-2025
|
5
|
5
|
|
9
|
17-01-2026
|
5
|
5
|
|
10
|
21-03-2026
|
5
|
5
|
The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.
General Meetings:
> The Annual General Meeting of the company was held on September 4, 2025.
> There was no Extra-ordinary General Meeting held during the year under review.
20. Audit Committee
The Audit Committee is duly constituted in accordance with the Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meeting of board and its power) Rules, 2014. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013.
The members of the Audit Committee of the Company as on 31st March, 2026 are as under:
|
SN
|
Name of Director
|
Designation
|
|
1
|
Ms. Prerana S Bokil
|
Non-Executive Independent Director
|
|
2
|
Mr. Shashank Garg
|
Non-Executive Independent Director
|
|
3
|
Mr. Nilesh Natvarlal Patel
|
Executive Director
|
There was no occasion regarding non-acceptance of any recommendation of the Audit Committee during the year.
The Audit Committee Meetings were duly convened during the year ended 31st March, 2026 on following dates:
|
SN
|
Date of Meeting
|
No. of Directors eligible to attend meeting
|
No. of Directors Attended meeting
|
|
1
|
31-05-2025
|
3
|
3
|
|
2
|
02-06-2025
|
3
|
3
|
|
3
|
07-06-2025
|
3
|
3
|
|
4
|
04-08-2025
|
3
|
3
|
|
5
|
16-10-2025
|
3
|
3
|
|
6
|
17-01-2026
|
3
|
3
|
|
7
|
21-03-2026
|
3
|
3
|
21. Details of establishment of vigil mechanism for directors and employees
22. Nomination and Remuneration Committee
The Nomination and Remuneration Committee is constituted in accordance with the Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of board and its power) Rules, 2014.
The members of Nomination and Remuneration Committee of the Company as on the date of the report are as under:
|
SN.
|
Name of Director
|
Designation
|
|
1
|
Ms. Prerana S Bokil
|
Non-Executive Independent Director
|
|
2
|
Mr. Shashank Garg
|
Non-Executive Independent Director
|
|
3
|
Ms. Kiranben Nileshbhai Patel
|
Non-Executive Director
|
The policy formulated by nomination and remuneration committee:
The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long-term objectives of the company.
The Nomination and Remuneration Committee Meetings were duly convened during the year ended 31st March, 2026 on following dates:
Your Company has established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower Policy of your Company, which is in compliance of the provisions of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations. The Policy provides for framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. Adequate safeguards are provided against victimization to those who avail of the mechanism, and access to the Chairman of the Audit Committee, in exceptional cases, is provided to them.
|
SN
|
Date of Meeting
|
No. of Directors eligible to attend meeting
|
No. of Directors Attended meeting
|
|
1
|
04-08-2025
|
3
|
3
|
|
2
|
21-03-2026
|
3
|
3
|
|
23. CSR Committee
The CSR Committee has been constituted in accordance with Section 135 of the Companies Act 2013 as under:
|
|
SN
|
Name of Director
|
Designation
|
|
|
1
|
Mr. Nilesh Natvarlal Patel
|
Executive Director
|
|
2
|
Ms. Prerana S Bokil
|
Non-Executive Independent Director
|
|
3
|
Ms. Kiranben Nileshbhai Patel
|
Non-Executive Director
|
|
The CSR Committee Meetings were duly convened during the year ended 31st March, 2026 on following day:
|
|
SN
|
No. of Directors eligible to
Date of Meeting
attend meeting
|
No. of Directors Attended meeting
|
|
1
|
31-05-2025 3
|
3
|
|
24. Stakeholders Committee
The Stakeholders’ Relationship Committee is constituted in accordance with the Section 178(5) of the Companies Act, 2013.
The members of Stakeholders Committee of the Company as on 31st March, 2026 are as under:
|
|
SN
|
Name of Director
|
Designation
|
|
1
|
Ms. Kiranben Nileshbhai Patel
|
Non-Executive Director
|
|
2
|
Mr. Shashank Garg
|
Non-Executive Independent Director
|
|
3
|
Mr. Dhairya Patel
|
Whole-time Director
|
|
The Stakeholders Committee Meetings were duly convened during the year ended 31st March, 2026 on following day:
|
|
SN
|
No. of Directors eligible to
Date of Meeting
attend meeting
|
No. of Directors Attended meeting
|
|
1
|
21-03-2026 3
|
3
|
25. Particulars of loans, guarantees or investments under Section 186:
Your Company has not given any loans, guarantees under Section 186 during the year under review. Following are the details of investment by the Company under Section 186:
> Investment in shares of the Subsidiary styled Cryogenic OGS Middle East F.Z.E.
> Investment in shares of the Subsidiary styled Infravolt Engineering Private Limited after the review period.
The Company has taken consent of shareholders at the Extra Ordinary General Meeting held on 20th May, 2024 prescribed under section 186 of the Companies Act, 2013, for making loans or investments in one or more tranches by subscription, purchase or otherwise in any body corporate or provide guarantee and security in connection with a loan made by any other person in excess of the limits prescribed under section 186 of the Companies Act, 2013 but subject to maximum limit of Rs. 200.00 Crores.
26. Particulars of contracts or arrangements with related parties under section 188:
The Related party transactions as per Section 188 of the Companies act, 2013 are done by the Company during the financial year 2025-26 is mentioned in ANNEXURE B.
27. RISK MANAGEMENT POLICY
In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company’s risk management is embedded in the business processes.
|
Key Risk
|
Impact to Cryogenic OGS Limited
|
Mitigation Plans
|
|
Commodity Price Risk
|
Risk of price fluctuation on basic raw materials like steel, components, power as well as finished goods used in the process of manufacturing.
|
The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.
|
|
Interest Rate Risk
|
Any increase in interest rate can affect the finance cost
|
Dependence on debt is very minimum and we have enough funds to meet the need arises. Company will raise fund by issue of right shares as and when required.
|
|
Foreign Exchange Risk
|
Any volatility in the currency market can impact the overall profitability.
|
The Company has potentiality in domestic market. In case of major fluctuation either upwards or downwards, the effect will be minimal.
|
|
Compliance Risk -Increasing regulatory Requirements.
|
Any default can attract penal provisions
|
By regularly monitoring and review of changes in regulatory framework.
|
|
Human Resources Risk
|
Your Company’s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company
|
By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent. We do not anticipate any major issue for the coming years.
|
|
Competition Risk
|
Every company is always exposed to competition risk from the increase in competition can create pressure on margins, market share etc.
|
By continuous efforts to enhance the brand image of the Company by focusing on quality, cost, timely delivery and customer service.
|
|
Industrial Safety, Employee Health and Safety Risk.
|
The engineering industry is exposed to accidents and injury risk due to human negligence.
|
By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.
|
28. Directors’ Responsibility Statement: Your Board states that
(I) In the preparation of the annual account for the year ended on 31st March, 2026, the applicable Accounting standards had been followed and there had been no material departures from the said standard.
(II) The directors had selected such accounting policies and applied the consistently 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 as at 31st March, 2026.
(III) The directors had taken proper and sufficient care for the maintenance and adequate accounting statement in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(IV) The directors had prepared annual accounts for the year ended on 31st March, 2026 on a going concern basis.
(V) The directors had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.
(VI) The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.
29. Managerial Remuneration:
The Disclosures pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as ANNEXURE D.
30. Secretarial Audit Report
During the year under review, M/s Ruchita Patel & Associates, Practicing Company Secretaries has been appointed as the Secretarial auditor of the company as per the provisions of Section 204 and other applicable provisions, if any of the Companies Act, 2013 for the F.Y. 2025-26 at the meeting of the Board of Directors held on 4th August, 2025.
The Secretarial audit report for the financial year 2025-26 is attached here as ANNEXURE E.
31. Corporate Governance Report
The Company listed its shares on BSE SME platform on 10th July, 2025 as SME. Pursuant to the provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V are not applicable to the Company being SME Listed Company.
Henceforth the Corporate Governance report does not form part of this Board’s Report.
The management discussion and analysis report as stipulated in Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been annexed to Directors’ report herewith ANNEXURE F.
32. Code of Conduct
The Company has adopted a code of conduct for its directors and designated senior management personnel. All the Board members and senior management personnel have agreed to follow compliance of code of conduct.
33. Compliance of the applicable Secretarial Standards
Your Company has complied all the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.
34. Disclosure regarding maintenance of cost records
Your Company is not required to maintain the cost records for the FY 2025-26 as specified by the Central Government under sub-section 1 of section 148 of the Companies Act, 2013. However, the Company is required to maintain the cost records from the FY 2026-27.
35. Details of fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.
There was no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.
36. Details of proceedings under the Insolvency and Bankruptcy Code, 2016
There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
37. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy.
During the year, the number of complaints received and disposed is mentioned below:
40. Board Diversity
The Board Diversity Policy, aligned with legal requirements, emphasizes inclusion of women directors besides recognizing other forms of diversity, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge, networking, value addition and representation of stakeholders. The NRC has formulated a separate policy on Board Diversity and available on the website of the Company.
41. Environment And Safety
Our Company has always aspired to build a culture that demonstrates world-class standards in safety, environment and sustainability. People are our most valuable asset and we are committed to provide all our employees, a safe and healthy work environment.
42. Acknowledgement
The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank and all other statutory and non-statutory agencies for their co-operation.
The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.
|
SN
|
Grievance Details
|
|
|
(a)
|
Number of complaints of sexual harassment received in the year
|
0
|
|
(b)
|
Number of complaints disposed off during the year;
|
0
|
|
(c)
|
Number of cases pending for more than ninety day
|
0
|
38. Compliance with Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees.
39. Transfer Of Unclaimed Dividend to Investor Education and Protection Funds (IEPF)
There was no amount to transfer to Investor Education and Protection Funds (IEPF) under provision of Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), hence the said clause does not apply to the Company.
|