Directors Report of Cryogenic OGS Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 28^th Annual Report of the Company together with the
audited financial statements for the financial year ended on 31^st March, 2025.

(? in Lakhs)

1. FINANCIAL SUMMARY:

Particulars	31-Mar-25	31-Mar-24
Turnover and Other Income	3379.14	2,568.27
Profit Before Depreciation	878.85	745.55
Less: Depreciation	52.06	56.56
Less: Tax expense	202.54	199.28
Less: Deferred Tax	15.27	(22.74)
Profit / Loss after Tax	608.98	512.45

2. DIVIDEND:

The Board of Directors does not recommend dividend for the Financial Year ended on 31^st March,
2025.

3. RESERVES

The Board does not propose to carry to any reserves for the financial year 2024-25.

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 2024-25 was Rs. 3290.46 lacs
compare to turnover of Rs. 2,426.32 lacs during the previous financial year 2023-24 and profit after tax
during the year was Rs. 608.98 lacs compared to profit after tax of Rs. 512.45 lacs during the previous
year 2023-24.

5. Change in the nature of business, if any

There was no change in the nature of business during the financial year 2024-25 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 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 no Subsidiary/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.

Your Company has no Subsidiary/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 30^th September,
2023 and is eligible to act as Auditors of the Company for the financial year 2024-25.

Internal Auditors

The requirement of appointing internal auditors under section 138 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 was not applicable to the Company for financial year 2024-25.

However, the Company has appointed Maloo Maloo & Associates, Chartered Accountant, as Internal
Auditor of the Company for the financial year 2025-26 at the Board Meeting held on 4^th August, 2025.

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 2024-25.

14. Share Capital
Authorized Capital:

During the year under review, the Company had increased its Authorized Share Capital from Rs.
3,00,00,000/- to Rs. 20,00,00,000/- by passing Ordinary Resolution at the Extra-ordinary General
Meeting of the Company held on 20^th May, 2024.

Issued, Subscribed & Paid-Up Capital:

The Company has allotted 1,00,00,000 equity shares of Rs. 10 each aggregating Rs. Rs. 10,00,00,000/-
as fully paid bonus shares to the existing shareholders by passing resolution at the meeting of the Board
of Directors held on 27^th May, 2024 and accordingly paid-up capital of the Company has increased to
Rs. 10,50,00,000/-.

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.

Event after the review period:

Further, after the completion of the financial year and before adoption of Board’s report, the Company
came out with the Initial Public Offer and hence issued 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 got listed on the SME platform of Bombay Stock
Exchange on July 10, 2025.

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 2024-25 is given in ANNEXURE C.

18. Directors and Key Managerial Personnel

A. Following changes incorporated during the financial year 2024-25:

Sr. No.	Name of Directors/ KMPs	DIN/PAN	Designation	Effective Date of appointment/ change in designation/ cessation	Nature of Changes
1	Kiranben Nileshbhai Patel	3435065	Non-Executive Director	09/09/2024	Re-appointment at the AGM due to retirement by rotation
2	Nilesh Natvarlal Patel	1368574	Managing Director	01/06/2024	Re-designation from Whole-time Director to Managing Director at the extraordinary general meeting held on 20th May, 2024
3	Kiranben Nileshbhai Patel	3435065	Non-Executive Director	01/06/2024	Re-designation from Whole-time Director to Non-executive Director at the extraordinary general meeting held on 20th May, 2024
4	Dhairya Patel	9145811	Whole-time Director	01/06/2024	Re-designation from Director to Whole¬ time Director at the extraordinary general meeting held on 20th May, 2024
5	Prerana S Bokil	10272554	Independent Director	01/06/2024	Appointment at the extraordinary general meeting held on 20th May, 2024
6	Shashank Garg	10194229	Independent Director	01/06/2024	Appointment at the extraordinary general meeting held on 20th May, 2024
7	Rashmi Kamlesh Otavani	ALVPA6344B	Company Secretary	01/06/2024	Appointment at the board meeting held on 27th May, 2024
8	Ravi Milapchand Jain	ASPPJ2437B	Chief Financial Officer	01/07/2024	Appointment at the board meeting held on 27th May, 2024

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 sub-section (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:

Mr. Dhairya Patel, Whole-time Director of the Company retiring by rotation and eligible for re¬
appointment has given his 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 of Board of Directors:

During the year from 1^st April, 2024 to 31^st March, 2025 the Board of Directors met on the following
dates:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	11-05-2024	3	3
2	27-05-2024	3	3
3	01-07-2024	5	5
4	26-07-2024	5	5
5	06-08-2024	5	5
6	25-08-2024	5	5
7	27-08-2024	5	5
8	07-12-2024	5	5
9	02-01-2025	5	5
10	27-01-2025	5	5
11	25-03-2025	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.

20. Audit Committee

The Audit Committee has been constituted with effect from 1^st June, 2024 by the Board of Directors at
their meeting held on 27^th May, 2024, 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.

The members of the Audit Committee of the Company as on 31 ^st March, 2025 are as under:

No.	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 31^st March, 2025 on following

rlatpc

Sr. No.	Date of Meeting	No. of Directors eligible to attend meeting	No. of Directors Attended meeting
1	01-07-2024	3	3
2	26-07-2024	3	3
3	06-08-2024	3	3
4	25-08-2024	3	3
5	07-12-2024	3	3
6	02-01-2025	3	3
7	27-01-2025	3	3

21. Details of establishment of vigil mechanism for directors and employees

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.

22. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted with effect from 1^st June, 2024
by the Board of Directors at their meeting held on 27^th May, 2024, in accordance with the Section 178
of the Companies Act, 2013 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:

No.	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.

There was no occasion for meeting of the Nomination and Remuneration Committee during the year
under review.

3. CSR Committee

The CSR Committee has been constituted with effect from 1^st June, 2024 by the Board of Directors at
their meeting held on 27^th May, 2024 in accordance with the Companies Act 2013 as under:

No.	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 31^st March, 2025 on following
dates:

Sr. No.	Date of Meeting	No. of Directors eligible to attend meeting	No. of Directors Attended meeting
1	06-08-2024	3	3
2	27-01-2025	3	3

24. Stakeholders Committee

The Stakeholders Committee has been constituted with effect from 1^st June, 2024 by the Board of
Directors at their meeting held on 27^th May, 2024 in accordance with the Companies Act 2013 as under:

No.	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

There was no occasion for meeting of the Stakeholders Committee during the year under review.

25. Particulars of loans, guarantees or investments under Section 186

Your Company has not given any loans, guarantees or made investments under section 186 during the
year under review.

The Company has taken consent of shareholders at the Extra Ordinary General Meeting held on 20^th
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 2024-25 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 31^st March, 2025, 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 31^st March, 2025.

(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 31^st March, 2025 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:

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, as per the provisions of Section 204 and other applicable provisions,
if any of the Companies Act, 2013, Secretarial audit was not applicable for the period under review.

However, in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed M/s. Ruchita Patel & Associates, Practicing Company Secretaries as Secretarial Auditor of
the Company for the F.Y. 2025-26 at the meeting of the Board of Directors held on 4^th August, 2025.

31. Corporate Governance Report:

During the year under review, the Company was an unlisted public limited company, hence, the
corporate governance report is not applicable to the Company for the FY 2024-25.

Although, the Company got listed on BSE SME platform on 10^th 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 E).

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 cost records as specified by the Central Government under
sub-section 1 of section 148 of the Companies Act, 2013.

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:

Sr. No.	Grievance Details
(a)	Number of complaints of sexual harassment received in the year	0
(b)	Number of complaints disposed off during the year;	0
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.

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.

On behalf of Board

Date: 04-08-2025 Sd/- Sd/-

Place: Por DHAIRYA PATEL NILESH NATVARLAL PATEL

Whole Time Director Managing Director

DIN: 09145811 DIN: 01368574